HARTFORD LIFE INC, S-1/A, 1997-04-24

HARTFORD LIFE INC
S-1/A, 1997-04-24
LIFE INSURANCE

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1997.

REGISTRATION NO. 333-21459
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2

TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------

HARTFORD LIFE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 6719 06-1470915
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

200 HOPMEADOW STREET
SIMSBURY, CT 06089
(860) 843-7716
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

GREGORY A. BOYKO
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
HARTFORD LIFE, INC.
200 HOPMEADOW STREET
SIMSBURY, CT 06089
(860) 843-7716
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

COPIES TO:

<TABLE>
<S> <C> <C>
GEORGE W. BILICIC, JR. MICHAEL S. WILDER ANDREW S. ROWEN
CRAVATH, SWAINE & MOORE ITT HARTFORD GROUP, INC. SULLIVAN & CROMWELL
825 EIGHTH AVENUE HARTFORD PLAZA 125 BROAD STREET
NEW YORK, NEW YORK 10019 HARTFORD, CONNECTICUT 06115 NEW YORK, NEW YORK 10004
(212) 474-1000 (860) 547-5000 (212) 558-4000
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable on or after the effective date of this Registration Statement.
------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
- ------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================
PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF MAXIMUM AMOUNT MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED TO BE REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE(2)(3)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$.01 per share(4).............. 26,000,000 shares $27.00 $702,000,000 $212,727.28
================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.

(2) Includes $3,030.31 paid previously in connection with the filing of the
Registration Statement on February 10, 1997.

(3) Calculated pursuant to Rule 457(a) promulgated under the Securities Act of
1933.

(4) Includes 3,000,000 shares of Class A Common Stock subject to the
Underwriters' over-allotment options.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: one to be
used in connection with the offering in the United States (the "U.S.
Prospectus") and one to be used in the concurrent international offering outside
the United States (the "International Prospectus"). The two prospectuses are
identical except for the front and back cover pages, the inside front cover page
and the section entitled "Underwriting". The form of U.S. Prospectus included
herein is followed by the front cover page, the inside front cover page, the
Section entitled "Underwriting" and the back cover page to be used in the
International Prospectus. Each of the alternate pages for the International
Prospectus included herein is labeled "Alternate Page for International
Prospectus".

<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED APRIL 24, 1997

23,000,000 SHARES

HARTFORD LIFE, INC.
CLASS A COMMON STOCK
(PAR VALUE $.01 PER SHARE)
[HARTFORD LOGO]
HARTFORD LIFE
------------------------

Of the 23,000,000 shares of Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"), being offered, 18,400,000 shares are being offered
hereby in the United States and 4,600,000 shares are being offered in a
concurrent international offering outside the United States. The initial public
offering price and the aggregate underwriting discount per share will be
identical for both Equity Offerings. See "Underwriting".

Hartford Life, Inc. (the "Company") is an indirect wholly owned subsidiary
of ITT Hartford Group, Inc. ("The Hartford") and, upon completion of the Equity
Offerings, The Hartford will beneficially own 100% of the outstanding shares of
Class B Common Stock, which will represent approximately 83.2% of the economic
interest (i.e., the right to participate in distributions in respect of the
common equity) in the Company (approximately 81.4% if the Underwriters'
over-allotment options are exercised in full).

Holders of Class A Common Stock generally have rights identical to holders
of Class B Common Stock, except that 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. Following completion of the Equity Offerings, The
Hartford will beneficially own shares of Class B Common Stock representing
approximately 96.1% of the combined voting power of all the Company's classes of
voting stock (approximately 95.6% if the Underwriters' over-allotment options
are exercised in full) and will thereby be able, among other things, to direct
the election of all the Company's directors and exercise a controlling influence
over the business and affairs of the Company. See "Risk Factors -- Control by
and Relationship with The Hartford" and "Description of Capital Stock".

The Hartford has advised the Company that its current intention is to
continue to hold all the shares of Class B Common Stock it beneficially owns.
However, The Hartford has no contractual obligation to retain its shares of
Class B Common Stock, except for a limited period described in "Underwriting".

Prior to the Equity Offerings, there has been no public market for the Class
A Common Stock. It is currently estimated that the initial public offering price
per share will be between $24 and $27. For factors to be considered in
determining the initial public offering price, see "Underwriting".

Up to 700,000 shares of Class A Common Stock are being reserved for sale to
certain employees of the Company, The Hartford and their respective affiliates,
and the respective directors thereof, at the initial public offering price.

SEE "RISK FACTORS" BEGINNING ON PAGE 14 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE CLASS A COMMON STOCK.

The Class A Common Stock has been approved for listing, subject to notice of
issuance, on the New York Stock Exchange, Inc. under the symbol "HLI".

------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------

<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE DISCOUNT(1) COMPANY(2)
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
Per Share................................ $ $ $
Total(3)................................. $ $ $
</TABLE>

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

(1) The Company and The Hartford have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act
of 1933. See "Underwriting".

(2) Before deducting estimated expenses of $5,000,000 payable by the Company.

(3) The Company has granted the U.S. Underwriters an option for 30 days to
purchase up to an additional 2,400,000 shares of Class A Common Stock at the
initial public offering price per share, less the underwriting discount,
solely to cover over-allotments. Additionally, the Company has granted the
International Underwriters a similar option with respect to an additional
600,000 shares of Class A Common Stock as part of the concurrent
International Offering. If such options are exercised in full, the total
initial public offering price, underwriting discount and proceeds to Company
will be $ , $ and $ , respectively. See "Underwriting".

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

The shares of Class A Common Stock offered hereby are offered severally by
the U.S. Underwriters, as specified herein, subject to receipt and acceptance by
them and subject to their right to reject any order in whole or in part. It is
expected that certificates for the shares of Class A Common Stock will be ready
for delivery in New York, New York on or about , 1997, against payment
therefor in immediately available funds.

GOLDMAN, SACHS & CO.
DEAN WITTER REYNOLDS INC.
MERRILL LYNCH & CO.
MORGAN
STANLEY & CO.
INCORPORATED

SMITH BARNEY INC.
------------------------

The date of this Prospectus is , 1997.
<PAGE> 4

AVAILABLE INFORMATION

Hartford Life, Inc. has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement (which term shall include any
amendments thereto) on Form S-1 (the "Registration Statement") under the
Securities Act of 1933 (the "Securities Act"), with respect to the shares of
Class A Common Stock, par value $.01 per share (the "Class A Common Stock"),
being offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto, to which
reference is hereby made. For further information with respect to the Company
and the Class A Common Stock being offered hereby, reference is made to the
Registration Statement, including the exhibits and schedules thereto. Statements
made in this Prospectus as to the contents of any contract, agreement or other
document referred to are not necessarily complete. With respect to each such
contract, agreement or other document filed as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete description of
the matter involved, and each such statement shall be deemed qualified in its
entirety by such reference. The Registration Statement and the exhibits and
schedules thereto, filed with the Commission by the Company, may be inspected
and copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at Seven World Trade Center, Suite
1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 or on the internet at http://www.sec.gov.
Copies of such materials also may be obtained upon written request from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.

Upon the completion of the offering made hereby in the United States (the
"U.S. Offering") by the underwriters therefor (the "U.S. Underwriters") and the
concurrent international offering (the "International Offering" and, together
with the U.S. Offering, the "Equity Offerings") by the underwriters therefor
(the "International Underwriters" and, together with the U.S. Underwriters, the
"Underwriters"), the Company will be subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, will file reports and other information with the
Commission.

The Class A Common Stock has been approved for listing, subject to notice
of issuance, on the New York Stock Exchange, Inc. (the "NYSE"). Upon such
listing, copies of the Registration Statement, including all exhibits thereto,
and periodic reports, proxy statements and other information will be available
for inspection at the offices of the NYSE located at 20 Broad Street, New York,
New York 10005.

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

CERTAIN PERSONS PARTICIPATING IN THE EQUITY OFFERINGS MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE CLASS
A COMMON STOCK, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING
TRANSACTIONS IN SUCH SECURITIES, AND THE IMPOSITION OF A PENALTY BID, IN
CONNECTION WITH THE EQUITY OFFERINGS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING".

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

THE COMPANY IS A HOLDING COMPANY WHICH OWNS DIRECTLY OR INDIRECTLY ALL THE
OUTSTANDING SHARES OF CAPITAL STOCK OF CERTAIN INSURANCE COMPANY SUBSIDIARIES
DOMICILED IN CONNECTICUT AND NEW JERSEY. INSURANCE LAWS OF SUCH STATES
APPLICABLE TO THE COMPANY GENERALLY PROVIDE THAT NO PERSON MAY ACQUIRE CONTROL
OF THE COMPANY, AND THUS INDIRECT CONTROL OF THESE INSURANCE COMPANY
SUBSIDIARIES, WITHOUT THE PRIOR APPROVAL OF THE APPROPRIATE INSURANCE
REGULATORS. IN GENERAL, ANY PERSON WHO ACQUIRES BENEFICIAL OWNERSHIP OF 10% OR
MORE OF THE VOTING SECURITIES OF THE COMPANY WOULD BE PRESUMED TO HAVE ACQUIRED
SUCH CONTROL, ALTHOUGH THE APPROPRIATE INSURANCE REGULATORS, UPON APPLICATION,
MAY DETERMINE OTHERWISE.
------------------------

FOR NORTH CAROLINA RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSIONER OF INSURANCE FOR THE STATE OF NORTH CAROLINA,
NOR HAS THE COMMISSIONER OF INSURANCE RULED UPON THE ACCURACY OR ADEQUACY OF
THIS DOCUMENT.

2
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to the more
detailed information and consolidated financial statements appearing elsewhere
in this Prospectus. Unless the context otherwise requires, the "Company" means
Hartford Life, Inc. and its consolidated subsidiaries. See "Glossary of Selected
Insurance and Other Terms" for the definitions of certain insurance-related
terms which are printed in boldface type the first time they appear in this
Prospectus.

Unless otherwise indicated, financial information, operating statistics and
ratios applicable to the Company set forth in this Prospectus are based on
United States generally accepted accounting principles ("GAAP") rather than
STATUTORY ACCOUNTING PRACTICES. In addition, unless otherwise indicated, all
information in this Prospectus assumes no exercise of the Underwriters'
over-allotment options.

GENERAL

The Company is a leading insurance and financial services company with
operations that provide (i) annuity products such as individual VARIABLE
ANNUITIES and FIXED MVA ANNUITIES, deferred compensation and retirement plan
services and mutual funds for savings and retirement needs to over 1 million
customers, (ii) life insurance for income protection and estate planning to
approximately 500,000 customers and (iii) employee benefits products such as
group life and group disability insurance for the benefit of over 15 million
individuals. According to the latest publicly available data identified below,
with respect to the United States, the Company is the largest writer of both
total individual annuities and individual variable annuities based on sales for
the year ended December 31, 1996, the eighth largest consolidated life insurance
company based on STATUTORY ASSETS as of December 31, 1995, and the largest
writer of group short-term disability benefit plans and the second largest
writer of group long-term disability insurance based on full-year 1995 new
PREMIUMS and PREMIUM EQUIVALENTS.

The Company's assets have grown at a compound annual growth rate of 36%,
from $23 billion in 1992 to $80 billion in 1996. The Company has achieved rapid
growth of assets by pursuing a strategy of selling diverse and innovative
products through multiple distribution channels, achieving cost efficiencies
through economies of scale and improved technology, maintaining effective risk
management and prudent UNDERWRITING techniques and capitalizing on its brand
name and customer recognition of the Hartford stag logo (the "Stag Logo"), one
of the most recognized symbols in the financial services industry. During this
period, the Company has attained strong market positions for its principal
product offerings -- annuities, individual life insurance and employee benefits.
In particular, the Company holds the leading market position in the individual
variable annuity industry based on sales for the year ended December 31, 1996.
The Company's sales of individual variable annuities grew from $1.8 billion in
1992 to $9.3 billion in 1996, and, for the year ended December 31, 1996, the
Company had a 13% market share (according to information compiled by Variable
Annuities Research and Data Service ("VARDS")). During this period of growth,
the Company's separate account assets, which are generated principally by the
sale of annuities, grew from 36% of total assets at December 31, 1992 to 62% of
total assets at December 31, 1996. The Company believes that such asset growth
stems from various factors including the variety and quality of its product
offerings, the performance of its products, the effectiveness of its multiple
channel distribution network, the quality of its customer service and the
overall growth of the variable annuity industry and the stock and bond markets.
However, there is no assurance that the Company's historical growth rate will
continue. See "Risk Factors -- Risks Associated with Certain Economic and Market
Factors".

Management believes the Company's substantial growth in assets, together
with management's effort to control expenses, has made the Company one of the
most efficient competitors in the insurance industry, placing it among the top
ten of the fifty largest life insurers (based on statutory assets) in operating
efficiency. The Company's ratio of GENERAL INSURANCE EXPENSES to statutory
assets, an industry measure of operating efficiency, improved to .64% in 1996,
from .72% in 1995 and 1.38% in 1992, as compared with the average ratio for the
top fifty life insurance companies, for the year ended December 31, 1995, of
1.50%, based on information compiled by A.M. Best Company, Inc. ("A.M. Best").

3
<PAGE> 6

ANALYSIS OF NET INCOME

As shown in the following table, the Company's operating results by segment
reflect: (i) strong results from its Annuity, Individual Life Insurance and
Employee Benefits segments, offset by (ii) results in its Guaranteed Investment
Contracts segment, from which management expects no material income or loss in
the future as described herein, and (iii) results in the Company's corporate
operation (the "Corporate Operation"). In response to the results in the
Guaranteed Investment Contracts segment in 1994, the Company undertook a
thorough review of the guaranteed investment contract market and determined to
substantially withdraw from the GENERAL ACCOUNT guaranteed rate contract ("GRC")
business in 1995. In 1996, the Company initiated certain asset sales and hedging
transactions to insulate itself from any ongoing income or loss associated with
the investment portfolio of Closed Book GRC (as defined below). Because the
Company does not expect any material income or loss from the Guaranteed
Investment Contracts segment in the years subsequent to 1996, management
believes that future earnings will be dependent on income from the Annuity,
Individual Life Insurance and Employee Benefits segments, net of the Corporate
Operation.

In the first quarter of 1997, net income increased by $24 million, or 62%,
to $63 million from $39 million in the first quarter of 1996 due to growth in
the Annuity, Individual Life Insurance and Employee Benefits segments of 30%,
22% and 13%, respectively, and the elimination of losses in the Guaranteed
Investment Contracts segment. These results were partially offset by higher
unallocated expense in the Corporate Operation primarily due to an increase in
interest expense related to the Pre-Offering Indebtedness. See "Company
Financing Plan".

<TABLE>
<CAPTION>
FOR THE
THREE MONTHS
FOR THE YEAR ENDED DECEMBER 31, ENDED MARCH 31,
--------------------------------- -----------------
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ----- ---- ------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Annuity................................ $ 35 $ 54 $ 84 $113 $ 145 $ 33 $ 43
Individual Life Insurance.............. 17 21 27 37 44 9 11
Employee Benefits...................... 36 48 53 67 78 16 18
Guaranteed Investment Contracts(1)..... 21 30 1 (67) (225) (15) --
Corporate Operation(2)................. (16) (28) (14) 3 (18) (4) (10)
Unallocated net realized capital gains
(losses)(3).......................... 8 5 -- (3) -- -- 1
Cumulative effect of changes in
accounting principles(4)............. (47) -- -- -- -- -- --
---- ---- ---- ---- ---- --- ----
Net income........................... $ 54 $130 $151 $150 $ 24 $ 39 $ 63
==== ==== ==== ==== ==== === ====
</TABLE>

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

(1) The Company substantially withdrew from the general account GRC business in
1995. Management expects no material income or loss from the Guaranteed
Investment Contracts segment in the future as described herein.

(2) The Company maintains a Corporate Operation through which it reports items
that are not directly allocable to any of its business segments. Included in
the Corporate Operation are: (i) unallocated income and expense, (ii) the
Company's group medical business, which it exited in 1993, and (iii) certain
other items not directly allocable to any segment such as items related to
the ITT Spin-Off (as defined herein). For a discussion of the Corporate
Operation, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Results of Operations for the Years Ended
December 31, 1994, 1995 and 1996 -- Corporate Operation".

The following table details the components of the Corporate Operation:

<TABLE>
<CAPTION>
FOR THE
THREE MONTHS
FOR THE YEAR ENDED DECEMBER 31, ENDED MARCH 31,
----------------------------------------- -----------------
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ----- ---- ------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Unallocated income and expense.............. $(11) $ (3) $ (7) $(14) $ (18) $ (4) $ (10)
Group medical business...................... (5) (25) (7) (1) 1 -- --
ITT Spin-Off related items and other........ -- -- -- 18 (1) -- --
---- ---- ---- ---- ---- --- ----
Total Corporate Operation........... $(16) $(28) $(14) $ 3 $ (18) $ (4) $ (10)
==== ==== ==== ==== ==== === ====
</TABLE>

(3) Represents net realized capital gains (losses) that are not allocable to any
of the Company's business segments.

(4) Reflects the cumulative effect of adoption of Statement of Financial
Accounting Standards ("SFAS") No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions, and SFAS No. 112, Employers'
Accounting for Postemployment Benefits.

4
<PAGE> 7

SEGMENT ANALYSIS

Annuity net income has grown at a compound annual rate of 43%, from $35
million in 1992 to $145 million in 1996. This segment offers individual variable
annuities and fixed MVA annuities, deferred compensation and retirement plan
services, mutual funds, investment management services and other financial
products. As indicated above, the Company is the largest writer of individual
annuities (according to information compiled by Life Insurance Marketing and
Research Association ("LIMRA")) and the largest writer of individual variable
annuities (according to information compiled by VARDS). In 1996, the Company
sold $9.8 billion of individual annuities, of which $9.3 billion were individual
variable annuities; of the Company's total individual annuities, $6.6 billion
were sold through broker-dealers and $3.2 billion were sold through banks. The
Company's variable annuity product offerings include the Putnam Capital Manager
Variable Annuity and The Director, two of the four highest selling variable
annuity contracts in the United States for the year ended December 31, 1996.
These variable annuity products allow customers to save for retirement on a
tax-deferred basis through a variety of mutual funds provided by the Company.
The Company's fixed MVA annuity also provides customers a tax-deferred savings
vehicle with fixed rates for guaranteed periods. As of December 31, 1996, such
fixed rates ranged from 3.4% to 9.3% and averaged 6.53%, while the periods over
which such rates are to be paid ranged from one to ten years and averaged
approximately seven years. The Company has distribution arrangements to sell its
individual annuity products with approximately 1,350 national and regional
broker-dealers and approximately 450 banks. Management believes that it has
established a strong distribution franchise through its long-standing
relationships with the members of its bank and broker-dealer network and is
committed both to expanding sales through these established channels of
distribution and promoting new distributors for all its products and services.

Individual Life Insurance net income has grown at a compound annual rate of
27%, from $17 million in 1992 to $44 million in 1996. This segment, which
focuses on the high-end estate and business planning markets, sells a variety of
individual life insurance products, including VARIABLE LIFE and UNIVERSAL LIFE
INSURANCE policies. The Company believes that it is one of the leading
competitors in the high-end estate and business planning markets as indicated by
its relatively high average face value per POLICY. The Company has distribution
arrangements to sell its individual life insurance products in the United States
with approximately 137,000 licensed life insurance agents.

Employee Benefits net income has grown at a compound annual rate of 21%,
from $36 million in 1992 to $78 million in 1996. This segment sells group
insurance products, including group life and group disability insurance and
corporate-owned life insurance ("COLI"), and engages in certain international
operations. As indicated above, the Company is the largest writer of group
short-term disability benefit plans and the second largest writer of group
long-term disability insurance, as well as the fourth largest writer of group
life insurance, based on full-year 1995 new premiums and premium equivalents
(according to information reported to the Employee Benefits Plan Review
("EBPR")). Management believes that, as a result of the Company's name
recognition, the value-added nature of its managed disability products and its
effective claims administration, it is one of the leading sellers in the "large
case" group market (companies with over 1,000 employees) and that further growth
opportunities exist in the "small" and "medium case" group markets. The Company
uses an experienced group of employees to distribute its Employee Benefits
products through a variety of distribution outlets, including insurance agents,
brokers, associations and THIRD-PARTY ADMINISTRATORS.

Guaranteed Investment Contracts net income has declined from net income of
$21 million in 1992 to a net loss of $225 million in 1996. The results of this
segment have been primarily affected by prepayments substantially in excess of
assumed and historical levels of mortgage-backed securities ("MBSS") and
collateralized mortgage obligations ("CMOS") supporting a block of traditional
general account GRC written by the Company prior to 1995 ("Closed Book GRC").
The Company substantially withdrew from the general account GRC business in 1995
and now writes a limited amount of such business primarily as an accommodation
to customers. For example, in the first quarter of 1997 the Company wrote $13
million of general account GRC (most of which was renewals to existing
customers), representing an expected annual net income of less than $30,000. In
1996, the Company initiated certain asset sales and hedging transactions to
insulate itself from any ongoing income or loss associated with the Closed Book
GRC investment portfolio. The Company expects no material income or loss from
the Guaranteed Investment Contracts segment in the future. For a discussion of
Closed Book GRC and the risk of future losses, see "Risk Factors --

5
<PAGE> 8

Interest Rate Risks" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Results of Operations for the Years Ended
December 31, 1994, 1995 and 1996 -- Guaranteed Investment Contracts Segment
Results -- Closed Book GRC".

The Company maintains a Corporate Operation through which it reports items
that are not directly allocable to any of its business segments. The Corporate
Operation includes (i) unallocated income and expense, (ii) the Company's group
medical business, which it exited in 1993, and (iii) certain other items not
directly allocable to any business segment such as items related to the ITT
Spin-Off (as defined below).

The Company's principal insurance subsidiaries currently are rated "A+
(superior)" by A.M. Best and have claims-paying ability ratings of "AA" from
Standard and Poor's ("S&P") and "AA+" from Duff & Phelps Credit Rating Co.
("Duff & Phelps"), and one such insurance subsidiary, Hartford Life Insurance
Company ("Hartford Life"), has an insurance financial strength rating of "Aa3"
from Moody's Investors Service, Inc. ("Moody's").

The Company is a direct subsidiary of Hartford Accident and Indemnity
Company ("Hartford Accident and Indemnity") and an indirect subsidiary of ITT
Hartford Group, Inc. ("The Hartford"). The Hartford is among the largest
domestic and international providers of commercial property-casualty insurance,
property-casualty REINSURANCE and personal lines (including homeowners and auto)
coverages. On December 19, 1995, ITT Industries, Inc. (formerly ITT Corporation)
("ITT") distributed all of the outstanding shares of capital stock of The
Hartford to ITT stockholders of record on such date (the transactions relating
to such distribution are referred to herein as the "ITT Spin-Off"). As a result
of the ITT Spin-Off, The Hartford became an independent, publicly traded
company.

BUSINESS STRATEGY

Management believes that its corporate strategies will maintain and enhance
its position as a market leader within the financial services industry and will
maximize stockholder value. In addition, the Company's strong positions in each
of its businesses, coupled with the growth potential management believes exists
in its markets, provide opportunities to increase sales of its products and
services, as individuals increasingly save and plan for retirement, protect
themselves and their families against disability or death and prepare their
estates for an efficient transfer of wealth between generations. Management has
established the following strategic priorities for the Company:

LEVERAGE THE COMPANY'S MULTIPLE CHANNEL DISTRIBUTION NETWORK. Management
believes that the Company's multiple channel distribution network provides a
distinct competitive advantage in selling its products and services to a broad
cross-section of customers throughout varying economic and market cycles. The
Company has access to a variety of distribution outlets through which it sells
its products and services, including approximately 1,350 national and regional
broker-dealers, approximately 450 banks (including 21 of the 25 largest banks in
the United States), 137,000 licensed life insurance agents, 2,900 insurance
brokers, 244 third-party administrators and 165 associations. In particular, the
Company believes that the bank and broker-dealer network employed by its Annuity
segment is among the largest in the insurance industry. Management believes that
this extensive distribution system generally provides the Company with greater
opportunities to access its customer base than its competitors and allows the
Company to introduce new products and services quickly through this established
distribution network as well as new channels of distribution. For example, the
Company sells fixed MVA annuities, variable annuities, mutual funds, single
premium variable life insurance and Section 401(k) plan services through its
broker-dealer and bank distribution systems.

OFFER DIVERSE AND INNOVATIVE PRODUCTS. The Company provides its customers
a diverse mix of products and services aimed at serving their needs throughout
the different stages of their lives and during varying economic cycles. The
Company offers a variety of variable and fixed MVA annuity products with funds
managed both internally and by outside money managers such as Wellington
Management Company, LLP ("Wellington"), Putnam Financial Services, Inc.
("Putnam") and Dean Witter InterCapital, Inc. ("Dean Witter"). The Company also
regularly develops and brings to market innovative products and services. For
example, the Company was the first major seller of individual annuities to
successfully develop and market fixed annuities with an MVA feature which
protects the Company from losses due to higher interest rates in the event of
early surrender. The Company also was a leader in introducing the "managed
disability" approach to the group disability

6
<PAGE> 9

insurance market. This approach focuses on early claimant intervention in an
effort to facilitate a claimant's return to work and to contain costs.

CAPITALIZE ON ECONOMIES OF SCALE, CUSTOMER SERVICE AND TECHNOLOGY. As a
result of its growth and attention to maintaining low expenses, the Company
believes it has achieved advantageous economies of scale and operating
efficiencies in its businesses which together enable the Company to
competitively price its products for its distribution network and policyholders.
For example, as noted above, the Company is the eighth largest consolidated life
insurance company based on statutory assets as of December 31, 1995, with a
ratio (as of such date) of general insurance expenses to statutory assets that
is less than half the average ratio of its principal competitors. In addition,
the Company has reduced its individual annuity expenses as a percentage of total
individual annuity account value to 28 BASIS POINTS in 1996 from 43 basis points
in 1992. In addition, the Company believes that it maintains high-quality
service for its customers and utilizes computer technology to enhance
communications within the Company and throughout its distribution network in
order to improve the Company's efficiency in marketing, selling and servicing
its products. In 1996, the Company received one of the five Quality Tested
Service Seals awarded by DALBAR Inc. ("DALBAR"), a recognized independent
research organization, for its achievement of the highest tier of customer
service in the variable annuity industry.

CONTINUE PRUDENT RISK MANAGEMENT. The Company's product designs, prudent
underwriting standards and risk management techniques protect it against
DISINTERMEDIATION risk and greater than expected MORTALITY and MORBIDITY. As of
December 31, 1996, the Company had limited exposure to disintermediation risk on
approximately 99% of its insurance liabilities through the use of NON-GUARANTEED
SEPARATE ACCOUNTS, MVA features, policy loans, SURRENDER CHARGES and non-
surrenderability provisions. With respect to the Company's individual annuities,
97% of the related total account value was subject to surrender charges as of
December 31, 1996. The Company also enforces disciplined claims management to
protect the Company against greater than expected mortality and morbidity. The
Company regularly monitors its underwriting, mortality and morbidity assumptions
to determine whether its experience remains consistent with these assumptions
and to ensure that the Company's product pricing remains appropriate.

BUILD ON BRAND NAME AND FINANCIAL STRENGTH. Management believes that the
combined effect of the above-mentioned strengths, The Hartford's 187-year
history and customer recognition of the Stag Logo have produced a distinguished
brand name for the Company. The Company's financial strength, characterized by
sound ratings and a balance sheet of well-protected liabilities and highly rated
assets, also has enhanced the Company's brand name within the financial services
industry. Management believes that brand awareness, an established reputation
and financial strength will continue to be important factors in maintaining
distribution relationships, enhancing investment advisory alliances and
generating new sales with customers.

RELATIONSHIP BETWEEN THE COMPANY AND THE HARTFORD

Following the Equity Offerings, The Hartford will continue to be the
controlling stockholder of the Company and will beneficially own 100% of the
outstanding Class B Common Stock, par value $.01 per share (the "Class B Common
Stock" and, together with the Class A Common Stock, the "Common Stock"), which
will represent approximately 96.1% of the combined voting power of all the
outstanding Common Stock and approximately 83.2% of the economic interest in the
Company (or approximately 95.6% and 81.4%, respectively, if the over-allotment
options of the Underwriters are exercised in full). The Hartford has advised the
Company that its current intention is to continue to hold all the shares of
Class B Common Stock it beneficially owns. However, The Hartford has no
contractual obligation to retain its shares of Class B Common Stock, except for
a limited period described in "Underwriting".

Promptly following the Equity Offerings, The Hartford and the Company
expect to elect two additional directors of the Company who will be persons not
currently or formerly associated with The Hartford or the Company. The Board of
Directors of the Company (the "Board of Directors") will then consist of ten
members, including eight who are directors and/or officers of The Hartford. See
"Management -- Directors". The Hartford will have the ability to change the size
and composition of the Company's Board of Directors.

For additional information concerning the Company's relationship with The
Hartford following the Equity Offerings, see "Risk Factors -- Control by and
Relationship with The Hartford" and "Certain Relationships and Transactions".

7
<PAGE> 10

COMPANY FINANCING PLAN

Historically, for financial reporting purposes, The Hartford internally
allocated a portion of its third-party indebtedness (referred to as the
"Allocated Advances") to the Company's life insurance subsidiaries. Cash was
contributed to the life insurance subsidiaries in connection with certain of
such Allocated Advances. In February 1997, the Company (i) declared a dividend
of $1.184 billion payable to Hartford Accident and Indemnity, (ii) obtained a
line of credit from a syndicate of four banks (the "Line of Credit") in the
amount of $1.3 billion, (iii) borrowed $1.084 billion under the Line of Credit
and (iv) paid to Hartford Accident and Indemnity the $1.184 billion dividend,
which consisted of the $1.084 billion in cash borrowed under the Line of Credit
and $100 million in the form of a promissory note executed by the Company for
the benefit of Hartford Accident and Indemnity (the "$100 Million Promissory
Note"). $893 million of such dividend constituted a repayment of the Allocated
Advances. In addition, on April 4, 1997, the Company declared and paid a
dividend of $25 million to Hartford Accident and Indemnity in the form of a
promissory note executed by the Company for the benefit of Hartford Accident and
Indemnity (the "$25 Million Promissory Note" and, together with the $100 Million
Promissory Note, the "Promissory Notes"). The Line of Credit and the Promissory
Notes are hereinafter referred to as the "Pre-Offering Indebtedness".

The Company will use the net proceeds from the Equity Offerings to make a
capital contribution of at least $150 million to its life insurance
subsidiaries, to reduce the Pre-Offering Indebtedness and for other general
corporate purposes.

Promptly following the Equity Offerings, subject to market conditions, the
Company plans to offer approximately $650 million of debt securities (the "Debt
Securities") in one or more offerings (the "Debt Offering") pursuant to a shelf
registration statement. The completion of the Equity Offerings will not be
conditioned on the completion of the Debt Offering. The Company will use the net
proceeds from the Debt Offering to further reduce the Pre-Offering Indebtedness.
For a description of certain transactions effected prior to the Equity Offerings
and the actions to be taken concurrently with or promptly after the Equity
Offerings, see "Company Financing Plan".

THE EQUITY OFFERINGS

<TABLE>
<S> <C> <C>
Class A Common Stock offered(1):
United States Offering..... 18,400,000 shares
International Offering..... 4,600,000 shares
------------
Total................. 23,000,000 shares
Common Stock to be outstanding
after the Equity
Offerings(1)(2):
Class A Common Stock....... 23,000,000 shares
Class B Common Stock....... 114,000,000 shares
------------
Total................. 137,000,000 shares
</TABLE>

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

(1) Assumes the Underwriters' over-allotment options are not exercised. See
"Underwriting". If the Underwriters exercise such over-allotment options in
full, the number of shares of Class A Common Stock sold in the U.S. Offering
and the International Offering will be 20,800,000 and 5,200,000,
respectively.

(2) Does not include shares reserved for issuance pursuant to the Company's
benefit plans and its restricted stock plan for non-employee directors.

8
<PAGE> 11

Dividend Policy............ The holders of Class A Common Stock and Class B
Common Stock will share ratably on a per share
basis in all dividends and other distributions
declared by the Board of Directors. The Board of
Directors currently intends to declare quarterly
dividends on the Common Stock and expects that the
first quarterly dividend payment will be $.09 per
share, with the initial dividend to be declared and
paid in the third quarter of 1997. For a discussion
of the tax treatment of such dividends, see
"Dividend Policy". For a discussion of the factors
that affect the determination by the Board of
Directors to declare dividends, as well as certain
other matters concerning the Company's dividend
policy, see "Dividend Policy" and "Risk
Factors -- Holding Company Structure; Restrictions
on Dividends".

Voting Rights.............. On all matters submitted to a vote of stockholders,
holders of Class A Common Stock are entitled to one
vote per share and holders of Class B Common Stock
are entitled to five votes per share. The Class A
Common Stock and Class B Common Stock generally
will vote together as a single class on all
matters, except as otherwise required by law. See
"Description of Capital Stock -- Class A Common
Stock and Class B Common Stock -- Voting Rights".

Conversion................. Under certain circumstances, shares of Class B
Common Stock will convert or are convertible into
an equivalent number of shares of Class A Common
Stock. See "Description of Capital Stock -- Class A
Common Stock and Class B Common Stock --
Conversion".

Use of Proceeds............ Based upon an assumed initial offering price of
$25.50 per share (the midpoint of the range of
initial public offering prices set forth on the
cover page of this Prospectus), the net proceeds to
the Company from the Equity Offerings are estimated
to be $546.3 million (or $618.2 million if the
Underwriters' over-allotment options are exercised
in full), after deducting the underwriting
discounts and estimated expenses for the Equity
Offerings payable by the Company. The Company will
use the net proceeds of the Equity Offerings to
make a capital contribution of at least $150
million to its life insurance subsidiaries, to
reduce the Pre-Offering Indebtedness and for other
general corporate purposes. See "Use of Proceeds".

New York Stock Exchange
Listing.................. The Class A Common Stock has been approved for
listing, subject to notice of issuance, on the NYSE
under the symbol "HLI".

RISK FACTORS

Prospective investors should consider carefully, in addition to the other
information contained in this Prospectus, the matters set forth under the
caption "Risk Factors" before purchasing shares of the Class A Common Stock
offered hereby.

9
<PAGE> 12

SUMMARY FINANCIAL DATA

The summary income statement data and balance sheet data set forth below
are derived in the relevant periods from the consolidated financial statements
and the notes thereto of the Company and its subsidiaries. The Company's
consolidated financial statements have been audited by Arthur Andersen LLP,
independent public accountants, as of December 31, 1995 and 1996, and for each
of the three years in the period ended December 31, 1996, and are included
elsewhere in this Prospectus, together with the report of Arthur Andersen LLP
thereon. The Company's consolidated financial statements as of December 31,
1992, 1993 and 1994 and for the years ended December 31, 1992 and 1993 were
derived from audited consolidated financial statements of certain of the
Company's subsidiaries and The Hartford and include all adjustments that
management considers necessary for a fair presentation of the data for such
periods. The summary income statement data and balance sheet data for the three
months ended March 31, 1996 and 1997, presented below, were derived from the
Company's unaudited consolidated financial statements that are included
elsewhere in this Prospectus and include, in the opinion of management, all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the financial information for such periods. The results of
operations for the three months ended March 31, 1997 are not necessarily
indicative of the results of operations to be expected for the full fiscal year.
This summary financial data should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations", the
Company's consolidated financial statements, the notes thereto and the other
financial information included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS OF OR FOR
THE THREE MONTHS
AS OF OR FOR THE YEAR ENDED DECEMBER 31, ENDED MARCH 31,
----------------------------------------------- ------------------
1992 1993 1994 1995 1996 1996 1997
------- ------- ------- ------- ------- ------- -------
(IN MILLIONS) (IN MILLIONS,
UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues:
Premiums and other considerations............... $ 1,273 $ 1,755 $ 2,139 $ 2,643 $ 3,069 $ 941 $ 679
Net investment income........................... 1,038 1,160 1,403 1,451 1,534 362 375
Net realized capital gains (losses)............. 10 7 1 (4) (219) -- 1
------- ------- ------- ------- ------- ------- -------
Total revenues................................ 2,321 2,922 3,543 4,090 4,384 1,303 1,055
------- ------- ------- ------- ------- ------- -------
Benefits, claims and expenses:
Benefits, claims and claim adjustment
expenses...................................... 1,663 1,903 2,254 2,395 2,727 651 659
Amortization of deferred policy acquisition
costs......................................... 74 188 149 205 241 66 83
Dividends to policyholders(1)................... 48 228 419 675 635 286 54
Interest expense(2)............................. 26 25 29 35 55 11 16
Other insurance expense......................... 360 377 469 554 695 230 143
------- ------- ------- ------- ------- ------- -------
Total benefits, claims and expenses........... 2,171 2,721 3,320 3,864 4,353 1,244 955
------- ------- ------- ------- ------- ------- -------
Income before income tax expense.................. 150 201 223 226 31 59 100
Income tax expense................................ 49 71 72 76 7 20 37
Income before cumulative effect of changes in
accounting principles........................... 101 130 151 150 24 39 63
Cumulative effect of changes in accounting
principles(3)................................... (47) -- -- -- -- -- --
------- ------- ------- ------- ------- -------
Net income.................................... $ 54 $ 130 $ 151 $ 150 $ 24 $ 39 $ 63
======= ======= ======= ======= ======= ======= =======
BALANCE SHEET DATA
General account invested assets................... $13,514 $15,866 $18,078 $20,072 $19,830 $19,593
SEPARATE ACCOUNT assets(4)........................ 8,550 16,314 22,847 36,296 49,770 51,413
All other assets.................................. 1,430 7,454 9,324 9,594 10,333 10,496
======= ======= ======= ======= ======= =======
Total assets.................................... $23,494 $39,634 $50,249 $65,962 $79,933 $81,502
------- ------- ------- ------- ------- -------
Policy liabilities................................ $13,040 $20,863 $25,208 $26,318 $26,239 $25,817
Separate account liabilities(4)................... 8,550 16,314 22,847 36,296 49,770 51,413
Allocated Advances from parent(2)(5).............. 375 425 525 732 893 --
All other liabilities............................. 802 1,107 1,283 1,439 1,757 3,348
------- ------- ------- ------- ------- -------
Total liabilities............................... $22,767 $38,709 $49,863 $64,785 $78,659 $80,578
======= ======= ======= ======= ======= =======
Stockholder's equity(5)(6)........................ $ 727 $ 925 $ 386 $ 1,177 $ 1,274 $ 924
======= ======= ======= ======= ======= =======
Stockholder's equity, excluding net unrealized
capital gains (losses), net of tax(5)........... $ 727 $ 931 $ 1,116 $ 1,221 $ 1,245 $ 1,017
======= ======= ======= ======= ======= =======
</TABLE>

10
<PAGE> 13

Analysis of Net Income:
Annuity..................................... $ 35 $ 54 $ 84 $ 113 $ 145 $ 33 $ 43
Individual Life Insurance................... 17 21 27 37 44 9 11
Employee Benefits........................... 36 48 53 67 78 16 18
Guaranteed Investment Contracts............. 21 30 1 (67) (225) (15) --
Corporate Operation(7)...................... (16) (28) (14) 3 (18) (4) (10)
Unallocated net realized capital gains
(losses)(8)............................... 8 5 -- (3) -- -- 1
Cumulative effect of changes in accounting
principles(3)............................. (47) -- -- -- -- -- --
------- ------- ------- ------- ------- ------- -------
Net income............................ $ 54 $ 130 $ 151 $ 150 $ 24 $ 39 $ 63
======= ======= ======= ======= ======= ======= =======
Selected Segment Data
Annuity:
Individual annuity sales.................... $ 2,212 $ 4,232 $ 7,005 $ 6,947 $ 9,841 $ 2,240 $ 2,572
Group annuity sales......................... 326 370 366 495 634 90 165
Account value
General account........................... 3,779 4,767 5,499 6,892 7,411 6,950 7,522
Guaranteed separate account(9)............ 2,663 3,989 7,026 8,996 9,130 8,790 9,189
Non-guaranteed separate account(10)....... 5,451 11,003 14,282 21,970 34,219 24,996 36,007
------- ------- ------- ------- ------- ------- -------
Total account value................... $11,893 $19,759 $26,807 $37,858 $50,760 $40,736 $52,718
======= ======= ======= ======= ======= ======= =======
Individual Life Insurance:
Individual life sales....................... $ 90 $ 96 $ 94 $ 107 $ 130 $ 22 $ 24
Account value
General account........................... 816 1,127 1,456 1,579 1,998 1,622 2,023
Separate account.......................... -- 736 836 979 1,238 1,034 1,307
------- ------- ------- ------- ------- ------- -------
Total account value................... $ 816 $ 1,863 $ 2,292 $ 2,558 $ 3,236 $ 2,656 $ 3,330
======= ======= ======= ======= ======= ======= =======
Employee Benefits:
Group insurance premiums.................... $ 841 $ 856 $ 974 $ 1,103 $ 1,329 $ 290 $ 362
Group insurance reserves.................... 1,056 1,224 1,412 1,633 1,934 1,684 1,991
Total group insurance invested assets....... 1,046 1,212 1,400 1,617 1,917 1,668 1,973
COLI account value
General account........................... 864 1,549 2,308 3,566 4,028 3,923 3,853
Separate account.......................... -- -- 897 3,484 4,441 3,537 4,352
------- ------- ------- ------- ------- ------- -------
Total COLI account value.............. $ 864 $ 1,549 $ 3,205 $ 7,050 $ 8,469 $ 7,460 $ 8,205
======= ======= ======= ======= ======= ======= =======
Guaranteed Investment Contracts:
Guaranteed investment contract sales........ $ 1,608 $ 1,730 $ 1,732 $ 893 $ 169 $ 70 $ 41
Account value
General account........................... 5,673 6,216 7,257 5,722 4,124 5,318 3,758
Guaranteed separate account............... 182 193 124 346 408 415 428
------- ------- ------- ------- ------- ------- -------
Total account value................... $ 5,855 $ 6,409 $ 7,381 $ 6,068 $ 4,532 $ 5,733 $ 4,186
======= ======= ======= ======= ======= ======= =======
Statutory Data(11)
Gains from operations......................... $ 59 $ 61 $ 45 $ 175 $ 148
Gains (losses)................................ 70 10 29 (62) 23
------- ------- ------- ------- -------
Net income.................................... $ 129 $ 71 $ 74 $ 113 $ 171
======= ======= ======= ======= =======
Capital and surplus........................... $ 824 $ 956 $ 1,088 $ 1,224 $ 1,320
======= ======= ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
AS OF OR FOR THE THREE MONTHS
ENDED MARCH 31, 1997
------------------------------------------
AS
PRO FORMA ADJUSTED
FOR PRE-OFFERING FOR EQUITY
HISTORICAL TRANSACTIONS(12) OFFERINGS
------ ---------------- ----------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Capitalization Data
Borrowings under Line of Credit......................................... $1,084 $1,084 $ 714
Short-term debt due parent.............................................. 100 125 125
Stockholder's equity(5)(6).............................................. 924 899 1,445

Pro Forma Per Share Data(13)(14)
Net income.............................................................. $ 0.51 $ 0.51
Book value.............................................................. 7.89 10.55
</TABLE>

11
<PAGE> 14

(1) Growth in dividends to policyholders is a result of the November 1992
acquisition from Mutual Benefit Life Insurance Company ("Mutual Benefit")
of a block of participating leveraged COLI business and the subsequent
growth in the leveraged COLI business from 1993 to 1995. Policyholder
dividends are expected to decline in the future since sales of new
leveraged COLI policies have been terminated as a result of the HIPA Act of
1996 (as defined in "Risk Factors -- Adverse Effect of Legislation and
Regulatory Actions").

(2) For financial reporting purposes, the Company has treated certain amounts
previously allocated by The Hartford to the Company's life insurance
subsidiaries as Allocated Advances from parent. Such Allocated Advances
were not treated as liabilities or indebtedness for tax and statutory
accounting purposes. Cash received in respect of Allocated Advances from
parent was used to support the growth of the life insurance subsidiaries
and was treated as surplus for statutory accounting purposes. Interest
expense prior to December 31, 1996 represents the expense internally
allocated to the Company with respect to the Allocated Advances based on
The Hartford's actual (third party) external borrowing costs. Such interest
expense paid was treated as dividends for tax and statutory accounting
purposes. The increase in Allocated Advances from parent in 1995 was
attributable to the ITT Spin-Off.

(3) Reflects the cumulative effect of adoption of SFAS No. 106, Employers'
Accounting for Postretirement Benefits Other Than Pensions, and SFAS No.
112, Employers' Accounting for Postemployment Benefits.

(4) Includes both non-guaranteed and guaranteed separate accounts.

(5) The Company has received capital contributions and paid or accrued
dividends to its stockholder for the five-year period ended December 31,
1996 and for the three months ended March 31, 1996 and 1997, as set forth
in the table below. The capital contributions described below exclude those
amounts classified as Allocated Advances from parent. Dividends exclude
those amounts classified as interest expense with respect to the Allocated
Advances from parent and paid to The Hartford as described in note (2)
above.

<TABLE>
<CAPTION>
FOR THE
THREE MONTHS
FOR THE YEAR ENDED DECEMBER 31, ENDED MARCH 31,
-------------------------------------------- -----------------
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ---- -----
(IN MILLIONS,
(IN MILLIONS) UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Capital contributions............. $ -- $100 $ 50 $180 $ -- $ -- $ --
Dividends......................... -- 24 17 226 -- -- 291
---- ---- ---- ---- ---- ----- -----
Net contributions............. $ -- $ 76 $ 33 $(46) $ -- $ -- $(291)
==== ==== ==== ==== ==== ===== =====
</TABLE>

(6) Stockholder's equity beginning December 31, 1994 reflects the adoption of
SFAS No. 115, Accounting for Certain Investments in Debt and Equity
Securities. See Note 2 of notes to consolidated financial statements
included elsewhere in this Prospectus.

(7) The Company maintains a Corporate Operation through which it reports items
that are not directly allocable to any of its business segments. Included
in the Corporate Operation are: (i) unallocated income and expense, (ii)
the Company's group medical business, which it exited in 1993, and (iii)
certain other items not directly allocable to any business segment such as
ITT Spin-Off related items. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Results of Operations for
the Years Ended December 31, 1994, 1995 and 1996 -- Corporate Operation".

The following table details the components of the Corporate Operation:

<TABLE>
<CAPTION>
FOR THE
THREE MONTHS
ENDED
FOR THE YEAR ENDED DECEMBER 31, MARCH 31,
---------------------------------------- -------------
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ---- ----
(IN MILLIONS) (IN MILLIONS,
UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Unallocated income and expense................ $(11) $ (3) $ (7) $(14) $(18) $ (4) $(10)
Group medical business........................ (5) (25) (7) (1) 1 -- --
ITT Spin-Off related items and other.......... -- -- -- 18 (1) -- --
---- ---- ---- ---- ---- ---- ----
Total Corporate Operation................. $(16) $(28) $(14) $ 3 $(18) $ (4) $(10)
==== ==== ==== ==== ==== ==== ====
</TABLE>

(8) Represents net realized capital gains (losses) that are not allocable to
any of the Company's business segments.

(9) Guaranteed separate accounts represent policyholder funds that are
segregated from the general account of the Company and on which the Company
contractually guarantees a minimum return, subject, in most cases, to an
MVA feature if the relevant product is surrendered prior to the end of the
applicable guarantee period.

(10) Non-guaranteed separate accounts represent policyholder funds that are
segregated from the general account of the Company and as to which the
Company does not guarantee a minimum return.

12
<PAGE> 15

(11) Statutory data has been derived from Annual Statements of Hartford Life and
Accident Insurance Company ("Hartford Life and Accident"), Hartford Life
and ITT Hartford Life and Annuity Insurance Company ("ITT Hartford Life and
Annuity") filed with insurance regulatory authorities, each in accordance
with statutory accounting practices. Gains (losses) are net of IMR and
taxes.

(12) The pro forma capitalization data reflects the Pre-Offering Transactions
(as defined in "Capitalization"), as if such transactions had occurred as
of March 31, 1997.

(13) Pro forma per share data is calculated based upon the 114 million shares of
Class B Common Stock owned by The Hartford immediately prior to the Equity
Offerings plus an assumed issuance of 9.64 million shares of Class A Common
Stock in the Equity Offerings (the number of shares which, based on the
midpoint of the range of the initial public offering prices set forth on
the cover page of this Prospectus and the estimated underwriting discounts
and expenses payable by the Company, would result in estimated net proceeds
equal to the excess of the amount of the February and April 1997 dividends
over the earnings for the year ended December 31, 1996 and the three months
ended March 31, 1997 and the Allocated Advances from parent). Pro forma net
income per share for the year ended December 31, 1996 was $0.19, determined
in a manner consistent with that set forth in the preceding sentence.

(14) As adjusted net income per share is calculated based upon the 114 million
shares of Class B Common Stock owned by The Hartford immediately prior to
the Equity Offerings, an assumed issuance of 9.64 million shares of Class A
Common Stock in the Equity Offerings (as discussed in note (13) above) and
an additional assumed issuance of 2.29 million shares of Class A Common
Stock (the number of shares which, based on the midpoint of the range of
the initial public offering prices set forth on the cover page of this
Prospectus and the estimated underwriting discounts and expenses payable by
the Company, would result in a reduction of the Pre-Offering Indebtedness
and Allocated Advances from parent by $54.3 million). As adjusted net
income is based upon historical amounts adjusted to reflect a reduction in
interest expense, net of tax, from historical levels that would result from
the completion of the Equity Offerings. As adjusted book value per share
represents total stockholders' equity, as of March 31, 1997, together with
the effect of the Pre-Offering Transactions and the $546.3 million of
estimated net proceeds from the issuance and sale of 23 million shares of
Class A Common Stock. The foregoing assumes that the Company does not
cancel any portion of the Promissory Notes. See "Company Financing Plan".
As adjusted net income per share for the year ended December 31, 1996 was
$0.21, determined in a manner consistent with that set forth in this note
(14).

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<PAGE> 16

RISK FACTORS

In addition to the other information in this Prospectus, the following risk
factors should be considered carefully in evaluating the Company and its
business before purchasing shares of the Class A Common Stock offered hereby.

CONTROL BY AND RELATIONSHIP WITH THE HARTFORD

CONTROLLING STOCKHOLDER

The Hartford is currently the beneficial owner of all the capital stock of
the Company. Following the Equity Offerings, The Hartford will continue to be
the controlling stockholder of the Company and will beneficially own 100% of the
outstanding Class B Common Stock, which will represent approximately 96.1% of
the combined voting power of all the outstanding Common Stock and approximately
83.2% of the economic interest in the Company (or approximately 95.6% and 81.4%,
respectively, if the Underwriters' over-allotment options are exercised in
full). For as long as The Hartford continues to beneficially own shares of
Common Stock representing more than 50% of the combined voting power of the
outstanding Common Stock, it generally will be able to approve any matter
submitted to a vote of the stockholders, including, among other things, the
election of the entire Board of Directors and the amendment of the Restated
Certificate of Incorporation (the "Certificate of Incorporation") and By-laws of
the Company, without the consent of the other stockholders of the Company. In
addition, through its controlling beneficial ownership (as well as certain
provisions of a master intercompany agreement between the Company, The Hartford
and, with respect to certain sections, Hartford Fire Insurance Company
("Hartford Fire") (the "Master Intercompany Agreement") described under "Certain
Relationships and Transactions -- Intercompany Arrangements -- Master
Intercompany Agreement"), The Hartford will be able to exercise a controlling
influence over the business and affairs of the Company, including determinations
with respect to mergers or other business combinations involving the Company,
the acquisition or disposition of assets by the Company, the Company's access to
the capital markets, the payment of dividends and any change in control of the
Company. In the foregoing situations or otherwise, various conflicts of interest
or areas of competition between the Company and The Hartford could arise.
Furthermore, ownership interests of directors or officers of the Company in
common stock of The Hartford or service as a director or officer of both the
Company and The Hartford could create, or appear to create, potential conflicts
of interest when directors and officers are faced with decisions that could have
different implications for the Company and The Hartford. See "Certain
Relationships and Transactions -- General".

Promptly following the Equity Offerings, The Hartford and the Company
expect to elect two additional directors of the Company who will be persons not
currently or formerly associated with The Hartford or the Company. The Board of
Directors will then consist of ten members, including eight who are directors
and/or officers of The Hartford. Members of the Board of Directors will be
divided into three classes and serve staggered three-year terms. See
"Management -- Directors". The Hartford will have the ability to change the size
and composition of the Company's Board of Directors.

INTERCOMPANY ARRANGEMENTS

The Company's relationship with The Hartford will be governed by, among
other things, certain agreements to be entered into in connection with the
Equity Offerings and possibly in the future, including the Master Intercompany
Agreement, certain investment management agreements (the "Investment Management
Agreements"), a tax sharing agreement (the "Tax Sharing Agreement") and the
sublease of the Company's headquarters (the "Simsbury Sublease"). See "Certain
Relationships and Transactions -- Intercompany Arrangements". The agreements
entered into in connection with the Equity Offerings generally will maintain the
relationship between the Company and The Hartford in a manner consistent in all
material respects with past practice. Under applicable insurance holding company
laws, agreements between the Company's insurance subsidiaries and The Hartford
or its affiliates must be fair and reasonable and may be subject to the approval
of applicable state insurance commissioners. However, none of these agreements,
nor any agree-

14
<PAGE> 17

ments entered into in the future between the Company and The Hartford or their
respective subsidiaries (for so long as The Hartford maintains its controlling
beneficial ownership in the Company), will result from arm's-length negotiations
and, as a result, the terms of certain of such agreements may be less favorable
to the Company than could be obtained from an independent third party.

MASTER INTERCOMPANY AGREEMENT. The Master Intercompany Agreement will
identify the services that will be provided by The Hartford to the Company and
by the Company to The Hartford following the completion of the Equity Offerings,
specify certain significant corporate activities that the Company only may
undertake upon the prior written consent of The Hartford and provide for the
assumption of liabilities and cross-indemnities allocating liabilities between
the Company and The Hartford. The Company also will agree to use its best
efforts, pursuant to the Master Intercompany Agreement, to effect the
registration under the applicable federal and state securities laws of any of
the shares of Common Stock beneficially owned by The Hartford or any transferee
in respect of at least 5% of the then outstanding Common Stock (together, the
"Rights Holders").

Pursuant to the Master Intercompany Agreement, Hartford Fire, the principal
subsidiary of The Hartford, will grant to the Company a non-exclusive right and
license (the "Hartford License") (and the right to grant sublicenses (the
"Hartford Sublicenses") to certain qualified subsidiaries) to use the "Hartford"
name, various versions of the Stag Logo and certain other trademarks and service
marks in connection with the products and services sold through the Company's
Annuity, Individual Life Insurance and Employee Benefits segments on a worldwide
basis, and any property-casualty products offered outside the United States and
Canada by the Company in the future, subject to customary usage restrictions.
The Hartford License and any Hartford Sublicenses will be perpetual, except
that, in the event that The Hartford reduces its beneficial ownership below 50%
of the combined voting power of the Company's then outstanding securities
eligible to vote in the election of directors of the Company (other than
securities having such power only upon the occurrence of a default or any other
extraordinary contingency) (the "Voting Stock"), Hartford Fire may revoke the
Hartford License and/or any Hartford Sublicenses upon the later of the fifth
anniversary of the date of consummation of the Equity Offerings or one year
after receipt by the Company of written notice of Hartford Fire's intention to
revoke the Hartford License and/or any Hartford Sublicenses. In addition, the
Hartford License and/or any Hartford Sublicenses may be revoked immediately in
certain other limited, customary circumstances. Subject to the terms of the
Master Intercompany Agreement, upon the revocation of any such licenses, the
Company and any of its subsidiaries affected thereby will change their name to
exclude "Hartford" and will discontinue the use of the Stag Logo and the other
licensed trademarks and service marks. The revocation of the Hartford License
and/or any Hartford Sublicenses, in whole or in part, could have a material
adverse effect on the Company's ability to conduct its business. See "Certain
Relationships and Transactions -- Intercompany Arrangements -- Master
Intercompany Agreement -- License and Sublicense".

TAX SHARING AGREEMENT. Pursuant to the Tax Sharing Agreement, the Company,
its subsidiaries and The Hartford will make payments between them such that,
with respect to any period, the amount of taxes to be paid by the Company,
subject to certain adjustments, generally will be determined as though the
Company were to file separate federal, state and local income tax returns
(including, except as provided below, any amounts determined to be due as a
result of a redetermination of the tax liability of The Hartford arising from an
audit or otherwise). With respect to certain tax items, however, such as foreign
tax credits, alternative minimum tax credits, net operating losses and net
capital losses, the Company's right to reimbursement will be determined based on
the usage of such credits or losses by the consolidated group. In addition, The
Hartford will control all the tax decisions of the Company, as is presently the
case, by virtue of its controlling beneficial ownership of the Company and the
terms of the Tax Sharing Agreement. This arrangement may result in conflicts of
interest between the Company and The Hartford. See "Certain Relationships and
Transactions -- Intercompany Arrangements -- Tax Sharing Agreement and Tax
Consolidation".

Provided that The Hartford continues to beneficially own, directly or
indirectly, at least 80% of the combined voting power and 80% of the value of
the outstanding capital stock of the Company,

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<PAGE> 18

the Company will be included for federal income tax purposes in the consolidated
group of which The Hartford is the common parent. Each member of a consolidated
group for federal income tax purposes is jointly and severally liable for the
federal income tax liability of each other member of the consolidated group.
Accordingly, the Company could be liable for the federal income tax liability of
any other member of The Hartford consolidated group in the event any such
liability is incurred, and not discharged, by such other member. Similar
principles apply with respect to members of a combined group for state tax
purposes. In addition, provided that The Hartford continues to beneficially own
at least 80% of the combined voting power or the value of the outstanding
capital stock of the Company, the Company will be included for federal income
tax purposes in the controlled group of which The Hartford is the common parent.
Each member of a controlled group is jointly and severally liable for pension
funding and pension termination liabilities of each other member of the
controlled group, as well as certain benefit plan taxes. Accordingly, the
Company could be liable for pension funding, pension termination liabilities and
certain other pension-related excise taxes, as well as other taxes, of another
member of The Hartford controlled group in the event any such liability is
incurred, and not discharged, by such other member.

INVESTMENT MANAGEMENT AGREEMENTS. Management of the Company's general
accounts and certain of its separate accounts has been, prior to the Equity
Offerings, and will be, following the Equity Offerings, conducted by the
Company. The Company's investment strategy group is responsible for determining
investment allocations for its general account and guaranteed separate account
investment portfolios. The Investment Management Agreements will provide that
the investment staff of The Hartford will implement (e.g., selection, purchase
and sale of securities) the investment strategies determined by the investment
strategy group of the Company and act as advisor to certain of the Company's
non-guaranteed separate accounts and mutual funds. The Investment Management
Agreements also will provide that the Company will pay a fee designed to reflect
the actual costs of providing such services. In addition, the Investment
Management Agreements generally will provide that, prior to April 1, 2000, The
Hartford may not terminate such Agreements, and the Company may only terminate
such Agreements, upon six months' written notice, based on The Hartford's
failure to satisfy performance benchmarks agreed to by the parties. Further, the
Investment Management Agreements generally will provide that from and after
April 1, 2000, the Investment Management Agreements will continue unless 180
days' prior written notice of termination is provided on or after October 1,
1999 by one party to the other. The Investment Management Agreements for the
Company's mutual funds may be terminated by the mutual funds' boards of
directors at any time. See "Certain Relationships and Transactions --
Intercompany Arrangements -- Investment Management Agreements".

HARTFORD FIRE GUARANTEE. Pursuant to a guarantee agreement between
Hartford Fire, Hartford Life and Accident Insurance Company ("Hartford Life and
Accident") and Hartford Life (the "Guarantee Agreement"), Hartford Fire has
provided to Hartford Life and Accident and Hartford Life an unconditional
guarantee since 1990, on behalf of and for the benefit of such subsidiaries and
the owners of the life, disability and other insurance and annuity contracts
issued by either such subsidiary, in respect of contractual claims made under
such contracts by the beneficiaries thereof. Upon the completion of the Equity
Offerings, Hartford Fire will terminate such guarantee; however, the guarantee
will remain in full force and effect with respect to any outstanding contracts
at the time of such termination. Although management does not believe the
termination of the Guarantee Agreement will have an adverse impact on sales, it
is possible that future sales of some of the Company's products could be
adversely affected as a result of the absence of the marketing benefit
associated with such guarantee.

IMPORTANCE OF COMPANY RATINGS

Ratings are an important factor in establishing the competitive position of
insurance companies. Insurers compete with other insurance companies, financial
intermediaries and other financial institutions on the basis of a number of
factors, including the ratings assigned by nationally recognized statistical
rating organizations. In September 1996, S&P announced that it reduced the
claims-paying ability ratings of The Hartford group of companies from "AA+" to
"AA" and, in

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<PAGE> 19

January 1997, Moody's announced that it downgraded various ratings of The
Hartford and its subsidiaries, including the insurance financial strength
ratings of The Hartford's insurance subsidiaries, from Aa2 to Aa3. Taken
together, S&P and Moody's expressed concern with, among other things, the
overall strength of The Hartford's consolidated capital, the recent charges it
had taken relating to the environmental and asbestos reserves of The Hartford's
property-casualty insurance operations (which are not part of the Company's
operations) and Closed Book GRC and the competitive nature of the business in
which The Hartford and its subsidiaries operate. Further ratings downgrades (or
the potential for such downgrades) of the Company could, among other things,
materially increase surrender levels, adversely affect relationships with
broker-dealers, banks, agents, wholesalers and other distributors of the
Company's products and services, negatively impact PERSISTENCY, adversely affect
the Company's ability to compete and thereby materially and adversely affect the
Company's business, financial condition and results of operations.

Moreover, for so long as The Hartford maintains a controlling interest in
the Company, a deterioration in the financial condition or significant insured
losses from a catastrophic event or other unforeseen occurrence that materially
affects the financial results of The Hartford and results in a downgrade of The
Hartford's ratings could adversely impact the ratings of the Company.

Claims-paying ability or insurance financial strength ratings reflect a
rating agency's opinion of the Company's principal life insurance subsidiaries'
financial strength, operating performance and ability to meet their respective
obligations to policyholders and are not evaluations directed toward the
protection of investors.

For more information on the ratings of the Company, see
"Business -- Ratings".

RISKS ASSOCIATED WITH CERTAIN ECONOMIC AND MARKET FACTORS

The Company's results of operations are affected by certain economic and
market factors, including the level of volatility in the markets in which the
Company invests and the overall investment returns provided thereby. In
particular, significant growth in the retirement-oriented investment market and
uncommonly strong stock and bond market appreciation have been material factors
in the growth of the Company's assets and its ability to generate new sales in
recent years. There can be no assurance, however, that these economic and market
trends will continue. While management believes that the Company operates in
growing markets and that its business strategy will foster continued asset
growth, adverse economic conditions and other factors, including a protracted
and/or precipitous decline in the stock market and other economic factors that
affect the popularity of the Company's products and services, may negatively
impact the Company's business, financial condition and results of operations.
Accordingly, no assurance can be given that the Company's historic growth of net
income, revenues and assets will continue.

INTEREST RATE RISK

Changes in interest rates can have significant effects on the Company's
profitability. Under certain circumstances of interest rate volatility, the
Company is exposed to disintermediation risk and reduction in net interest
spread or profit margins. The Company's investment portfolio primarily consists
of investment-grade, fixed maturity securities, including MBSs and CMOs. The
fair value of these and the Company's other invested assets fluctuates depending
on market and other general economic conditions as well as the interest rate
environment. During periods of declining interest rates, MBSs and CMOs prepay
faster as the underlying mortgages are prepaid and refinanced at lower interest
rates. In addition, during such periods, the Company generally will not be able
to reinvest the proceeds of any such prepayments at comparable yields.
Conversely, during periods of rising interest rates, the rate of prepayments
generally slows.

Management believes that its asset/liability management strategies minimize
the effects of such interest rate volatility, including product design (e.g.,
the use of surrender charges or MVA features in certain products), the use of
certain hedging techniques, the purchase of securities structured to protect
against prepayments and consistent monitoring of the pricing of the Company's
products. See "Business -- Investment Operations -- Asset/Liability Management
Strate-

17
<PAGE> 20

gies". No assurance can be given, however, that management will successfully
implement such strategies. Any such failure could have a material adverse impact
on the Company's business, financial condition and results of operations.

During the early 1990s, the Closed Book GRC investment portfolio, which was
principally composed of MBSs and CMOs, was materially and adversely affected by
lower investment rates and earnings due to prepayments substantially in excess
of assumed and historical levels, as well as the interest rate rise in 1994,
which caused a mismatch in the DURATION of such assets and liabilities. As a
result, the Company's net income fell to $150 million in 1995 and $24 million in
1996. Management expects that the net income or 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, the Company's expectations regarding future sales of assets
from the Closed Book GRC investment portfolio from time to time in order to make
the necessary payments on maturing Closed Book GRC liabilities and the
stabilizing effect of certain hedge transactions. To date, such asset sales have
been consistent with the Company's expectations. However, no assurance can be
given that, under certain unanticipated economic circumstances which result in
the Company's assumptions proving incorrect, further losses in respect of Closed
Book GRC will not occur in the future. For more information on Closed Book GRC,
see "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Results of Operations for the Years Ended December 31, 1994, 1995
and 1996 -- Comparison of Guaranteed Investment Contracts Segment
Results -- Closed Book GRC".

In response to the losses associated with the Closed Book GRC investment
portfolio, the Company instituted an improved risk management process during
1995 and 1996. In addition, the Company recently enhanced its computerized
analytical systems to allow for more effective management of its portfolio
positions and potential exposures in an effort to identify possible
asset/liability mismatches earlier. As a result, all material portfolios,
including Closed Book GRC, are now reviewed on a monthly basis to determine if
the net economic sensitivity of the assets and the related liabilities to
interest rate changes are within a pre-determined range. For a further
discussion of the Company's risk management process, see "Business -- Investment
Operations". Nonetheless, there can be no assurance that such improvements will
eliminate the possibility that asset/liability mismatches may occur in the
future.

INVESTMENT PORTFOLIO EXPOSURE

The Company's investment portfolio consists primarily of investment-grade
debt securities. The market value of these investments varies depending on
general economic and market conditions and the interest rate environment. In
general, the market value of the fixed maturity securities held by the Company
increases or decreases in inverse relationship with fluctuations in interest
rates. For a further discussion of the effect of interest rates on the Company's
investment portfolio, particularly its MBSs and CMOs, and the related risk to
its results of operations, see "-- Interest Rate Risk".

The Company is also subject to credit risk relating to the uncertainty
associated with the continued ability of an issuer to make timely payments of
principal and interest. Although almost all fixed maturity securities held by
the Company in its portfolio are investment grade and the Company believes that
it maintains prudent issuer diversification, no assurance can be given that,
under certain unanticipated economic circumstances, issuer defaults would not
have a material adverse effect on the business, financial condition and results
of operations of the Company. See "Business -- Investment Operations".

DEPENDENCE ON CERTAIN THIRD-PARTY RELATIONSHIPS

The Company distributes its annuity and life insurance products through a
variety of distribution channels, including broker-dealers, banks, wholesalers,
its own internal sales force and other third-party marketing organizations. In
connection with the distribution or investment management of these products,
certain third-party service providers have materially contributed to the growth
of the Company, particularly in its individual annuity business. The Company
periodically negotiates renewal terms for these relationships and there can be
no assurance that such renewal terms will

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<PAGE> 21

remain acceptable to the Company or such service providers. An interruption in
the Company's continuing relationship with certain of these third parties or the
impairment of their reputation or creditworthiness could materially and
adversely affect the Company's ability to market its products. There can be no
assurance that the Company would be able to find alternate sources of
distribution in a timely manner. See "Business -- Annuity -- Marketing and
Distribution".

ADVERSE EFFECT OF LEGISLATION AND REGULATORY ACTIONS

The insurance business of the Company is subject to comprehensive state and
federal regulation and supervision throughout the United States. The purpose of
such regulation is primarily to provide safeguards for policyholders rather than
to protect the interests of stockholders. The laws of the various state
jurisdictions establish supervisory agencies with broad administrative powers
with respect to, among other things, licensing to transact business, licensing
agents, admittance of assets, regulating premium rates, approving policy forms,
regulating unfair trade and claims practices, establishing reserve requirements
and solvency standards, fixing maximum interest rates on life insurance policy
loans and minimum rates for accumulation of surrender values, restricting
certain transactions between affiliates and regulating the type, amounts and
valuation of investments permitted. State insurance regulators and the National
Association of Insurance Commissioners (the "NAIC") continually re-examine
existing laws and regulations. It is impossible to predict the future impact of
potential state and federal regulations on the Company's operations, and there
can be no assurance that future insurance-related laws and regulations, or the
interpretation thereof, will not have an adverse effect on the operations of the
Company's business.

Although the United States federal government does not directly regulate
the insurance business, federal legislation and administrative policies in
several areas, including pension regulation, financial services regulation and
federal taxation, can significantly and adversely affect the insurance industry
and thus the Company. For example, Congress has from time to time considered
legislation relating to the deferral of taxation on the accretion of value
within certain annuities and life insurance products, the removal of barriers
preventing banks from engaging in the insurance business, changes in regulations
for the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
the alteration of the federal income tax structure and the availability of
Section 401(k) or individual retirement accounts. It is not possible to predict
whether future legislation or regulation adversely affecting the insurance
industry may be enacted or, if enacted, the extent to which such legislation or
regulation would have an effect on the Company and its competitors.

The Health Insurance Portability and Accountability Act of 1996 (the "HIPA
Act of 1996") phases out the deductibility of interest on policy loans under
COLI by 1998, thus eliminating all future sales of leveraged COLI. The Company's
leveraged COLI product has been an important contributor to its profitability in
recent years. During 1994, 1995 and 1996, leveraged COLI sales generated
revenues of $892 million, $1.226 billion and $1.298 billion, respectively, which
represented 25%, 30% and 30% of the Company's total revenues. Leveraged COLI
will continue to contribute to the profitability of the Company (although such
contribution will be reduced in the future due to the effects of this
legislation). As a result, net income contributed by COLI may be lower in the
future (particularly during 1999 and later years) as a result of the elimination
of leveraged COLI sales.

For additional information on other laws and regulations that affect the
Company's operations, see "Business -- Insurance Regulation".

HOLDING COMPANY STRUCTURE; RESTRICTIONS ON DIVIDENDS

As a holding company with no significant business operations of its own,
the Company relies on dividends from its subsidiaries, which are primarily
domiciled in the State of Connecticut, as the principal source of cash to meet
its obligations, including the payment of principal and interest on debt
obligations of the Company and the payment of dividends to holders of its
capital stock. The payment of dividends by Connecticut-domiciled insurers is
limited under the insurance holding company laws of Connecticut which require
notice to and approval by the Connecticut Insurance Commissioner for the
declaration or payment of any dividend that, together with other dividends or

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<PAGE> 22

distributions made within the preceding twelve months, exceeds the greater of
(i) 10% of the insurer's policyholder surplus as of December 31 of the preceding
year or (ii) net gain from operations for the twelve-month period ending on the
December 31 last preceding, in each case determined under statutory insurance
accounting practices. In addition, if any dividend of a Connecticut-domiciled
insurer exceeds the insurer's earned surplus, it requires the approval of the
Connecticut Insurance Commissioner. Based on these limitations and statutory
results, as of December 31, 1996, the Company would be able to receive $132
million in dividends in 1997 from Hartford Life and Accident, the Company's
direct subsidiary, without obtaining the approval of the Connecticut Insurance
Commissioner. There can be no assurance that dividends will be declared by the
Company in the future or if declared that it will obtain any required approvals
from the applicable state insurance commissioners. See "Dividend Policy".

As discussed under "Certain Relationships and Transactions -- Intercompany
Arrangements -- Master Intercompany Agreement -- Approval of Corporate
Activities", the Company must obtain The Hartford's approval for the declaration
or payment of dividends other than dividends on the Common Stock which are
consistent with the Company's dividend policy then in effect. In addition, for
so long as the Line of Credit remains outstanding, its provisions limit the
payment of cash dividends by the Company following the Equity Offerings to,
among other things, the aggregate amount of cash dividends and distributions
received by the Company from its insurance subsidiaries.

From time to time, the NAIC and various state insurance regulators have
considered, and may in the future consider, proposals to further restrict
dividend payments that may be made by an insurance company without regulatory
approval. No assurance can be given that there will not be any further
regulatory action restricting the ability of the Company's insurance
subsidiaries to pay dividends. Inability to pay dividends to the Company in an
amount sufficient to enable the Company to meet its debt service and other cash
requirements (including dividend payments on the Common Stock) could have a
material adverse effect on the Company's business, financial condition and
results of operations.

POTENTIAL NEW ACCOUNTING POLICY FOR DERIVATIVES

In June 1996, the Financial Accounting Standards Board ("FASB") issued an
exposure draft of an accounting standard entitled "Accounting for Derivative and
Similar Financial Instruments and for Hedging Activities". This exposure draft,
if adopted in the form in which it was issued, would require companies to report
derivatives on the balance sheet at fair value with changes in fair value
recorded in income or equity. The exposure draft also would change the
accounting for derivatives used in hedging strategies from traditional deferral
accounting to a current recognition approach which could impact a company's
income statement and balance sheet and expand the definition of a derivative
instrument to include certain structured securities currently accounted for as
fixed maturities. Management expects that this accounting standard, in whatever
form, will not be effective until 1999. FASB's Rules of Procedure require that,
prior to approving a new accounting standard, extensive "due process" be
followed. FASB requests written comments from interested parties on an exposure
draft and also may hold public hearings. This exposure draft has drawn
widespread criticism primarily because the required accounting treatment would
not match the perceived economic effect of such hedging strategies. As a result
of, among other things, the concerns and criticisms in comment letters and at
public hearings held on this exposure draft, FASB continued to deliberate with
regard to this exposure draft during the first quarter of 1997 and has
emphasized that a final decision has not been reached. FASB has stated that it
expects to conclude its review of this matter in the second quarter of 1997. The
Company is unable to predict the form that the final accounting standard, if
adopted, may take and believes it would be inappropriate to speculate on the
effects of any such adoption at this time. However, the Company believes the
adoption of a new accounting standard similar to this exposure draft could cause
substantial volatility in the Company's reported net income if certain of the
Company's current derivatives and hedging strategies were continued after the
adoption of such accounting standard. Were the Company to continue to employ its
current derivatives strategies, the Company's reported net

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<PAGE> 23

income as a general matter would, in the short-term, be adversely affected as
interest rates rise and positively affected as interest rates decline. In
addition, if adopted in its present form, the Company would be required to make
a cumulative effect adjustment to its net income and/or stockholder's equity,
which adjustment would vary based on its then current holdings of derivatives
and the economic and market circumstances present at the time such adjustment
was implemented. For a discussion of the Company's use of derivatives, see
"Business -- Investment Operations -- Asset/Liability Management Strategies".

COMPETITION

The Company competes with over 2,000 life insurance companies in the United
States, as well as certain banks, securities brokerage firms, investment
advisors and other financial intermediaries marketing insurance products,
annuities, mutual funds and other retirement-oriented investments. Some of these
competitors have greater financial resources and currently have higher financial
strength and claims-paying ability ratings from major rating agencies than the
Company. National banks, in particular, may become more significant competitors
in the future for the Company as a result of certain recent court decisions and
regulatory actions discussed under "Business -- Insurance Regulation --
Regulation at Federal Level". Although the effect of these recent developments
on the Company and its competitors is uncertain, both the persistency of the
Company's existing products and the Company's ability to sell products could be
materially impacted in the future. Also, several proposals to repeal or modify
the Glass-Steagall Act of 1933, as amended (the "Glass-Steagall Act"), and the
Bank Holding Company Act of 1956, as amended (the "Bank Holding Company Act"),
have been made by members of Congress and the Executive Branch. Certain of these
proposals would repeal or modify the current restrictions that prevent banks
from being affiliated with insurance companies. None of these proposals has yet
been enacted, and it is not possible to predict whether any of these proposals
will be enacted or, if enacted, what their potential effect on the Company or
its competitors would be.

The Company also competes for distributors of its products such as banks,
broker-dealers and wholesalers. Since the Company does not have a career agency
force, it must compete with other insurers and financial services providers to
attract and maintain productive independent distributors to sell its products.
Moreover, the Company does not have exclusive agency agreements with many of its
distributors and believes that certain of them sell products similar to those
marketed by the Company for other insurance companies. The Company's ability to
attract distributors of its products could be adversely affected if for any
reason the Company's products became less competitive or concerns arose
regarding the Company's asset quality or ratings.

In addition, the investment performance of investment managers chosen by
the Company to manage the assets related to its products may vary and
non-competitive investment performance could adversely affect the Company's
ability to market its products.

For additional information on the competitive forces affecting the Company,
see "Business -- Competition".

CERTAIN LITIGATION

Companies in the life insurance industry historically have been subject to
substantial litigation resulting from claims disputes and other matters. Most
recently, such companies have faced extensive claims, including class-action
lawsuits, alleging improper sales practices relating to sales of certain life
insurance products. Negotiated settlements of such class-action lawsuits have
had a material adverse effect on the business, financial condition and results
of operations of certain of these companies. The Company is not and has not been
a defendant in any such class-action lawsuit alleging improper sales practices.
No assurance can be given that such class-action lawsuits or other litigation
against the Company would not materially and adversely affect the Company's
business, financial condition or results of operations.

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NO PRIOR MARKET FOR COMMON STOCK; POSSIBLE VOLATILITY OF COMMON STOCK PRICE AND
THE SECURITIES MARKETS

Prior to the Equity Offerings, there has been no public market for the
Class A Common Stock. The Class A Common Stock has been approved for listing,
subject to notice of issuance, on the NYSE. The initial public offering price of
the Class A Common Stock will be determined through negotiations between the
Company and the representatives of the Underwriters. There can be no assurance
that the initial public offering price will correspond to the price at which the
Class A Common Stock will trade in the public market subsequent to the Equity
Offerings or that an active trading market for the Class A Common Stock will
develop and continue after the completion of the Equity Offerings. See
"Underwriting". In addition, the market price of the Class A Common Stock upon
the completion of the Equity Offerings could be subject to significant
fluctuations in response to variations in the Company's quarterly financial
results or other developments, such as announcements of new products by the
Company or the Company's competitors, enactment of legislation or regulation
affecting the insurance industry, interest rate movements or general economic
conditions.

POSSIBLE FUTURE SALES OF COMMON STOCK BY THE HARTFORD

Subject to applicable federal and state securities laws and the
restrictions set forth below, after completion of the Equity Offerings, The
Hartford may sell any and all of the shares of Common Stock it beneficially owns
or distribute any or all of such shares of Common Stock to its stockholders.
Sales or distributions by The Hartford of substantial amounts of Common Stock in
the public market or to its stockholders, or the perception that such sales or
distributions could occur, could adversely affect prevailing market prices for
the shares of Class A Common Stock.

The Hartford has advised the Company that its current intention is to
continue to hold all the Common Stock it beneficially owns. However, The
Hartford has no contractual obligation to retain its shares of Common Stock,
except for a limited period described in "Underwriting". Each share of Class B
Common Stock is convertible into one share of Class A Common Stock at any time
and is convertible automatically in certain circumstances. See "Description of
Capital Stock -- Class A Common Stock and Class B Common Stock -- Conversion".
There can be no assurance that shares of Class B Common Stock will not be
converted into Class A Common Stock or that The Hartford or any other Rights
Holder would not seek to sell their shares of Common Stock following the Equity
Offerings pursuant to registration rights or otherwise. In addition, the Company
has agreed that it will, upon the request of The Hartford or any other Rights
Holder and pursuant to the terms of the Master Intercompany Agreement, except
for a limited period described in "Underwriting", use its best efforts to effect
the registration under applicable federal and state securities laws of any
shares of the Company's Common Stock held by The Hartford or any other such
Rights Holder, as applicable, or any of its affiliates (with such rights to be
assignable by The Hartford or any other Rights Holder under certain
circumstances), which would facilitate any future disposition. See "Certain
Relationships and Transactions -- Intercompany Arrangements -- Master
Intercompany Agreement -- Registration Rights" and "Shares Eligible for Future
Sale".

IMMEDIATE AND SIGNIFICANT DILUTION

Based on an assumed initial public offering price of $25.50 per share (the
midpoint of the range of initial public offering prices set forth on the cover
page of this Prospectus) and assuming no exercise of the Underwriters'
over-allotment options, the Company's net tangible book value as of March 31,
1997, after giving effect to the transactions set forth in "Capitalization",
would be $10.35 per share of Common Stock. Accordingly, purchasers of Class A
Common Stock offered hereby would suffer an immediate dilution in net tangible
book value of $15.15 per share. See "Dilution".

ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Certificate of Incorporation and
By-laws may be deemed to have anti-takeover effects and, although of little
practical significance for so long as The Hartford maintains controlling
beneficial ownership of the Company, may, under certain circumstances,

22
<PAGE> 25

delay, defer or prevent a takeover attempt or the removal of the present
management of the Company which a stockholder might consider to be in its best
interest. Such provisions also may adversely affect prevailing market prices for
the Class A Common Stock. These provisions include (i) the availability of
50,000,000 shares of preferred stock, par value $.01 per share (the "Preferred
Stock"), for issuance from time to time at the discretion of the Board of
Directors; (ii) prohibitions against stockholders calling a special meeting of
stockholders or acting by written consent in lieu of a meeting; (iii) the
classification of the Board of Directors into three classes, each of which will
serve for different three-year periods; (iv) a requirement, pursuant to Section
141 of the General Corporation Law of the State of Delaware (the "DGCL"), that,
due to the classification of the Board of Directors, directors of the Company
may only be removed for cause; (v) a requirement that certain provisions of the
Certificate of Incorporation may be amended only with the approval of the
holders of at least 80% of the combined voting power of the Common Stock then
outstanding; (vi) requirements for advance notice for raising business or making
nominations at stockholders' meetings; and (vii) the ability of the Board of
Directors to increase the size of the board and to appoint directors to fill
newly created directorships. See "Certain Provisions of the Certificate of
Incorporation and By-laws of the Company -- Potential Limits on Change of
Control".

23
<PAGE> 26

COMPANY FINANCING PLAN

The Company was formed in December 1996 to serve as the holding company for
Hartford Life and Accident and its subsidiaries. In connection with such
formation, Hartford Accident and Indemnity contributed its ownership of all the
outstanding capital stock of Hartford Life and Accident to the Company and the
Company issued to Hartford Accident and Indemnity all the outstanding shares of
capital stock of the Company. Subsequent to the initial capitalization of the
Company, the following transactions took place or will take place:

(1) Historically, for financial reporting purposes, The Hartford internally
allocated the Allocated Advances to the Company's life insurance subsidiaries.
Cash was contributed to the life insurance subsidiaries in connection with
certain of such Allocated Advances. In February 1997, the Company (i) declared a
dividend of $1.184 billion payable to Hartford Accident and Indemnity, (ii)
obtained the $1.3 billion Line of Credit, (iii) borrowed $1.084 billion under
the Line of Credit and (iv) paid to Hartford Accident and Indemnity the $1.184
billion dividend, which consisted of the $1.084 billion in cash borrowed under
the Line of Credit and the $100 Million Promissory Note. $893 million of such
dividend constituted a repayment of the Allocated Advances. In addition, on
April 4, 1997, the Company declared and paid a dividend of $25 million to
Hartford Accident and Indemnity in the form of the $25 Million Promissory Note.

(2) The Company will use the net proceeds of the Equity Offerings to make a
capital contribution of at least $150 million to its life insurance
subsidiaries, to reduce the Pre-Offering Indebtedness and for other general
corporate purposes.

(3) Promptly following the Equity Offerings, subject to market conditions,
the Company plans to offer approximately $650 million of the Debt Securities in
the Debt Offering pursuant to a shelf registration statement. The completion of
the Equity Offerings will not be conditioned on the completion of the Debt
Offering. The Company will use the net proceeds of the Debt Offering to further
reduce the Pre-Offering Indebtedness.

If the Underwriters' over-allotment options in respect of the Equity
Offerings are exercised in full, the Company intends to use the additional
proceeds to make an additional capital contribution to its life insurance
subsidiaries and/or to further reduce the Pre-Offering Indebtedness. To the
extent that the Debt Offering is not consummated, indebtedness that otherwise
would have been repaid from the net proceeds of the Debt Offering will remain
outstanding. Assuming the sale of $650 million of the Debt Securities, the
Company will have $350 million of debt securities and/or preferred stock
remaining available for sale in the public markets pursuant to the shelf
registration statement, which may be issued at any time following the Equity
Offerings. See "Use of Proceeds", "Capitalization" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources".

Upon completion of the Equity Offerings, Hartford Accident and Indemnity
may cancel a portion of the then outstanding Promissory Notes in light of the
Company's capital structure and its ability to access the capital markets.
However, Hartford Accident and Indemnity is not legally obligated to effect any
such cancellation in whole or in part.

24
<PAGE> 27

CAPITALIZATION

The table below sets forth the capitalization of the Company as of March
31, 1997 under the following circumstances: (i) on a historical basis (which
includes the borrowing of $1.084 billion under the Line of Credit and the
payment of a $1.184 billion dividend to Hartford Accident and Indemnity,
consisting of the $1.084 billion in cash borrowed under the Line of Credit and
the $100 million Promissory Note, with $893 million of such dividend
constituting a repayment of the Allocated Advances); (ii) on a pro forma basis
to give effect to the reclassification of the 1,000 shares of authorized common
stock of the Company into Class B Common Stock and the authorization of the
Class A Common Stock and the declaration and payment to Hartford Accident and
Indemnity of a $25 million dividend in the form of the $25 Million Promissory
Note (together, the "Pre-Offering Transactions"); (iii) on an as adjusted basis
to give effect to the issuance and sale in the Equity Offerings of 23 million
shares of Class A Common Stock at an assumed initial public offering price of
$25.50 per share (the midpoint of the range of initial public offering prices
set forth on the cover page of this Prospectus) and the application of the
estimated net proceeds of $546.3 million to make a capital contribution to the
Company's insurance subsidiaries, to reduce the Pre-Offering Indebtedness and
for other general corporate purposes; and (iv) as further adjusted to give
effect to the completion of the Debt Offering promptly following the Equity
Offerings and the application of the estimated net proceeds therefrom to further
reduce the Pre-Offering Indebtedness. As of March 31, 1997, the pro forma ratio
of total debt to total capital, excluding net unrealized losses on investments,
net of tax, of $93 million after giving effect to the completion of the Debt
Offering following the Equity Offerings, would be 35.3% (or 31.9% if the
Underwriters' over-allotment options are exercised in full). See "Use of
Proceeds". To the extent the Debt Offering is not consummated, the Pre-Offering
Indebtedness of the Company that would otherwise have been repaid from the net
proceeds of the Debt Offering will remain outstanding.

<TABLE>
<CAPTION>
AS OF MARCH 31, 1997
---------------------------------------------------------------
PRO FORMA
FOR AS ADJUSTED AS FURTHER
PRE-OFFERING FOR EQUITY ADJUSTED FOR
HISTORICAL TRANSACTIONS OFFERINGS DEBT OFFERING
---------- ------------- ----------- -----------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Borrowings under Line of Credit(1)............................. $1,084 $ 1,084 $ 714 $ 64
Short-term debt due parent(2).................................. 100 125 125 125
Long-term debt:
Debt Offering................................................ -- -- -- 650
------ ------ ------ ------
Total debt................................................... $1,184 $ 1,209 $ 839 $ 839
------ ------ ------ ------
Stockholder's equity:
Preferred Stock, par value $.01 per share; 50,000,000 shares
authorized; no shares issued and outstanding............... -- -- -- --
Common stock, par value $.01 per share; 1,000 shares
authorized; 100 shares issued and outstanding,
historical................................................. -- -- -- --
Class A Common Stock, par value $.01 per share; 600,000,000
shares authorized; no shares issued and outstanding;
23,000,000 shares issued and outstanding, as adjusted and
as further adjusted........................................ -- -- -- --
Class B Common Stock, par value $.01 per share; 600,000,000
shares authorized; 114,000,000 shares issued and
outstanding, pro forma, as adjusted and as further
adjusted................................................... -- 1 1 1
Capital surplus.............................................. 585 584 1,130 1,130
Net unrealized capital gains (losses) on investments, net of
tax........................................................ (93) (93) (93) (93)
Retained earnings............................................ 432 407 407 407
------ ------ ------ ------
Total stockholder's equity................................. 924 899 1,445 1,445
------ ------ ------ ------
Total capitalization................................... $2,108 $ 2,108 $ 2,284 $ 2,284
====== ====== ====== ======
</TABLE>

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

(1) Represents $1.084 billion borrowed under the Line of Credit on February 18,
1997, with interest payable at the two-month Eurodollar rate, determined as
described below, plus 15 basis points (5.65% at the inception of the
borrowing) and principal payable on or before February 9, 1998. The
Eurodollar rate is determined by taking the average one, two, three or
six-month rate (based upon the applicable interest period selected by the
Company) at which deposits in U.S. dollars are offered by each of the four
participating lenders in London, England to prime banks in the London
interbank market, plus an applicable margin (based upon the Company's
current public debt ratings).

(2) Represents (i) the $100 Million Promissory Note executed by the Company for
the benefit of Hartford Accident and Indemnity, with interest payable at the
two-month Eurodollar rate, determined as described above with respect to the
Line of Credit, plus 15 basis points (initially 5.60% upon the execution of
the $100 Million Promissory Note) and principal payable on February 19,
1998, and (ii) the $25 Million Promissory Note executed by the Company for
the benefit of Hartford Accident and Indemnity, with interest payable at the
one-month Eurodollar rate, determined as described above with respect to the
Line of Credit, plus 15 basis points (initially 5.84% upon the execution of

the $25 Million Promissory Note) and principal payable on April 3, 1998.

25
<PAGE> 28

USE OF PROCEEDS

Based upon an assumed initial public offering price of $25.50 per share
(the midpoint of the range of initial public offering prices set forth on the
cover page of this Prospectus), the net proceeds to the Company from the sale of
the Class A Common Stock in the Equity Offerings are estimated to be $546.3
million (or $618.2 million if the Underwriters' over-allotment options are
exercised in full), after deducting the underwriting discounts and estimated
expenses for the Equity Offerings payable by the Company. The Company will use
the net proceeds to make a capital contribution of at least $150 million to its
life insurance subsidiaries, to reduce the Pre-Offering Indebtedness by
approximately $370 million and for other general corporate purposes.

If the Underwriters' over-allotment options in respect of the Equity
Offerings are exercised in full, the Company intends to use the additional
proceeds to make an additional capital contribution to its life insurance
subsidiaries and/or to further reduce the Pre-Offering Indebtedness. To the
extent that the Debt Offering is not consummated, Pre-Offering Indebtedness that
otherwise would have been repaid from the proceeds of the Debt Offering will
remain outstanding. Assuming the sale of $650 million of the Debt Securities,
the Company will have $350 million of debt securities and/or preferred stock
remaining available for sale in the public markets pursuant to the shelf
registration statement, which may be issued at any time following the Equity
Offerings. See "Use of Proceeds", "Capitalization" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources".

DIVIDEND POLICY

The holders of Class A Common Stock and Class B Common Stock will share
ratably on a per share basis in all dividends and other distributions declared
by the Board of Directors. The Board of Directors currently intends to declare
quarterly dividends on the Common Stock and expects that the first quarterly
dividend payment will be $.09 per share (a rate of $.36 annually), with the
initial dividend to be declared and paid in the third quarter of 1997. The
Company expects that any dividends paid in 1997 will consist primarily of a
return of basis for U.S. federal income tax purposes. To the extent that any
such dividends in fact consist of a return of basis for U.S. federal income tax
purposes, such dividends will be ineligible for the dividends received deduction
otherwise available to certain corporate holders and will reduce a holder's
adjusted tax basis with respect to their shares of either Class A Common Stock
or Class B Common Stock, as the case may be. The Company further expects that
any dividends paid in 1998 and future years will constitute primarily taxable
dividends for U.S. federal income tax purposes and generally will be eligible
for the dividends received deduction available to certain corporate holders. See
"Certain United States Federal Tax Consequences to Non-United States Holders of
Class A Common Stock -- Dividends" for a discussion of certain tax consequences
related to dividends paid to Non-United States Holders (as defined therein).The
declaration and payment of dividends by the Company are subject to the
discretion of the Board of Directors. The determination to pay dividends will
depend upon, among other things, general business conditions, the Company's
financial results, contractual, legal and regulatory restrictions on the payment
of dividends by the Company's subsidiaries, the effect on claims-paying ability
and debt ratings of the Company and its subsidiaries and such other factors as
the Board of Directors may consider to be relevant. In addition, until The
Hartford and its affiliates no longer own at least 50% of the combined voting
power of all the outstanding Voting Stock, the approval of The Hartford,
pursuant to the Master Intercompany Agreement, is required for the payment by
the Company of dividends that are not consistent with the Company's then current
dividend policy. See "Certain Relationships and Transactions -- Intercompany
Arrangements -- Master Intercompany Agreements". Although there can be no
assurance that any dividends will be paid by the Company, management believes
that the Company's cash flows after the completion of the Equity Offerings
should be sufficiently strong such that, barring unforeseen circumstances, the
initial dividend rate can be maintained for the foreseeable future. See "Risk
Factors -- Holding

26
<PAGE> 29

Company Structure; Restrictions on Dividends" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources".

DILUTION

At March 31, 1997, the pro forma net tangible book value of the Company
(after giving effect to the Pre-Offering Transactions) was approximately $872
million, or approximately $7.65 per share of Common Stock. "Net tangible book
value" per share of Common Stock represents the amount of the Company's total
tangible assets minus total liabilities, divided by the 114 million shares of
Common Stock outstanding. After giving effect to the sale by the Company of 23
million shares of Class A Common Stock in the Equity Offerings at an assumed
initial public offering price of $25.50 per share (the midpoint of the range of
initial public offering prices set forth on the cover page of this Prospectus)
and after deducting the estimated underwriting discounts and expenses payable by
the Company, the pro forma net tangible book value of the Company at March 31,
1997 would have been approximately $1.418 billion, or approximately $10.35 per
share of Common Stock. This represents an immediate increase in net tangible
book value of $2.70 per share of Class B Common Stock to The Hartford and an
immediate dilution in net tangible book value of $15.15 per share to new
investors purchasing shares of Class A Common Stock at the assumed initial
public offering price. The following table illustrates this dilution on a per
share basis:

<TABLE>
<S> <C>
Assumed initial public offering price per share of Class A Common Stock..... $25.50
Pro forma net tangible book value per share before the Equity Offerings
(1)....................................................................... 7.65
Increase in net tangible book value per share attributable to the sale of
Class A Common Stock in the Equity Offerings (2).......................... 2.70
Pro forma net tangible book value per share after giving effect to the
Equity Offerings.......................................................... 10.35
------
Dilution in net tangible book value per share to the purchasers of Class A
Common Stock offered hereby (3)........................................... $15.15
======
</TABLE>

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

(1) The Company's intangible assets are $27 million of goodwill, equivalent to
$0.24 per share of Common Stock (after giving effect to the Pre-Offering
Transactions).

(2) After deducting the underwriting discounts and estimated expenses for the
Equity Offerings payable by the Company.

(3) Dilution is determined by subtracting pro forma net tangible book value per
share after giving effect to the Equity Offerings, from the assumed initial
public offering price paid by a new investor for a share of Class A Common
Stock.

27
<PAGE> 30

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated income statement data and balance sheet data set
forth below are derived in the relevant periods from the consolidated financial
statements and the notes thereto of the Company and its subsidiaries. The
Company's consolidated financial statements have been audited by Arthur Andersen
LLP, independent public accountants, as of December 31, 1995 and 1996, and for
each of the three years in the period ended December 31, 1996 and are included
elsewhere in this Prospectus, together with the report of Arthur Andersen LLP
thereon. The Company's consolidated financial statements as of December 31,
1992, 1993 and 1994 and for the years ended December 31, 1992 and 1993 were
derived from audited consolidated financial statements of certain of the
Company's subsidiaries and The Hartford and include all adjustments that
management considers necessary for a fair presentation of the data for such
periods. The summary income statement data and balance sheet data for the three
months ended March 31, 1996 and 1997, presented below, were derived from the
Company's unaudited consolidated financial statements that are included
elsewhere in this Prospectus and include, in the opinion of management, all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the financial information for such periods. The results of
operations for the three months ended March 31, 1997 are not necessarily
indicative of the results of operations to be expected for the full fiscal year.
This selected consolidated financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", the Company's consolidated financial statements, the notes thereto
and the other financial information included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS OF OR FOR
THE THREE MONTHS
AS OF OR FOR THE YEAR ENDED DECEMBER 31, ENDED MARCH 31,
----------------------------------------------- -------------------
1992 1993 1994 1995 1996 1996 1997
------- ------- ------- ------- ------- ------- -------
(IN MILLIONS,
(IN MILLIONS) UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues:
Premiums and other considerations.............. $ 1,273 $ 1,755 $ 2,139 $ 2,643 $ 3,069 $ 941 $ 679
Net investment income.......................... 1,038 1,160 1,403 1,451 1,534 362 375
Net realized capital gains (losses)............ 10 7 1 (4) (219) -- 1
------- ------- ------- ------- ------- ------- -------
Total revenues............................... 2,321 2,922 3,543 4,090 4,384 1,303 1,055
------- ------- ------- ------- ------- ------- -------
Benefits, claims and expenses:
Benefits, claims and claim adjustment
expenses..................................... 1,663 1,903 2,254 2,395 2,727 651 659
Amortization of deferred policy acquisition
costs........................................ 74 188 149 205 241 66 83
Dividends to policyholders(1).................. 48 228 419 675 635 286 54
Interest expense(2)............................ 26 25 29 35 55 11 16
Other insurance expense........................ 360 377 469 554 695 230 143
------- ------- ------- ------- ------- ------- -------
Total benefits, claims and expenses.......... 2,171 2,721 3,320 3,864 4,353 1,244 955
------- ------- ------- ------- ------- ------- -------
Income before income tax expense................. 150 201 223 226 31 59 100
Income tax expense............................... 49 71 72 76 7 20 37
Income before cumulative effect of changes in
accounting principles.......................... 101 130 151 150 24 39 63
Cumulative effect of changes in accounting
principles(3).................................. (47) -- -- -- -- -- --
------- ------- ------- ------- ------- ------- -------
Net income................................... $ 54 $ 130 $ 151 $ 150 $ 24 $ 39 $ 63
======== ======== ======== ======== ======== ======== ========
BALANCE SHEET DATA
General account invested assets.................. $13,514 $15,866 $18,078 $20,072 $19,830 $19,593
Separate account assets(4)....................... 8,550 16,314 22,847 36,296 49,770 51,413
All other assets................................. 1,430 7,454 9,324 9,594 10,333 10,496
------- ------- ------- ------- ------- -------
Total assets................................... $23,494 $39,634 $50,249 $65,962 $79,933 $81,502
======== ======== ======== ======== ======== ========
Policy liabilities............................... $13,040 $20,863 $25,208 $26,318 $26,239 $25,817
Separate account liabilities(4).................. 8,550 16,314 22,847 36,296 49,770 51,413
Allocated advances from parent(2)(5)............. 375 425 525 732 893 --
All other liabilities............................ 802 1,107 1,283 1,439 1,757 3,348
------- ------- ------- ------- ------- -------
Total liabilities.............................. $22,767 $38,709 $49,863 $64,785 $78,659 $80,578
======== ======== ======== ======== ======== ========
Stockholder's equity(5)(6)....................... $ 727 $ 925 $ 386 $ 1,177 $ 1,274 $ 924
======== ======== ======== ======== ======== ========
Stockholder's equity, excluding net unrealized
capital gains (losses), net of tax(5).......... $ 727 $ 931 $ 1,116 $ 1,221 $ 1,245 $ 1,017
======== ======== ======== ======== ======== ========
</TABLE>

28
<PAGE> 31

<TABLE>
<CAPTION>
As of or for
the Three
Months Ended
As of or for the Year Ended December 31, March 31,
----------------------------------------------- -------------------
1992 1993 1994 1995 1996 1996 1997
------- ------- ------- ------- ------- ------- -------
(in millions,
(in millions) unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER FINANCIAL DATA (AFTER TAX)
Analysis of Net Income:
Annuity....................................... $ 35 $ 54 $ 84 $ 113 $ 145 $ 33 $ 43
Individual Life Insurance..................... 17 21 27 37 44 9 11
Employee Benefits............................. 36 48 53 67 78 16 18
Guaranteed Investment Contracts............... 21 30 1 (67) (225) (15) --
Corporate Operation(7)........................ (16) (28) (14) 3 (18) (4) (10)
Unallocated net realized capital gains
(losses)(8)................................. 8 5 -- (3) -- -- 1
Cumulative effect of changes in accounting
principles(3)............................... (47) -- -- -- -- -- --
------- ------- ------- ------- ------- ------- -------
Net income................................ $ 54 $ 130 $ 151 $ 150 $ 24 $ 39 $ 63
======= ======= ======= ======= ======= ======= =======

Selected Segment Data

Annuity:
Individual annuity sales...................... $ 2,212 $ 4,232 $ 7,005 $ 6,947 $ 9,841 $ 2,240 $ 2,572
Group annuity sales........................... 326 370 366 495 634 90 165
Account value
General account............................. 3,779 4,767 5,499 6,892 7,411 6,950 7,522
Guaranteed separate account(9).............. 2,663 3,989 7,026 8,996 9,130 8,790 9,189
Non-guaranteed separate account(10)......... 5,451 11,003 14,282 21,970 34,219 24,996 36,007
------- ------- ------- ------- ------- ------- -------
Total account value..................... $11,893 $19,759 $26,807 $37,858 50,760 $40,736 $52,718
======= ======= ======= ======= ======= ======= =======
Individual Life Insurance:
Individual life sales......................... $ 90 $ 96 $ 94 $ 107 $ 130 $ 22 $ 24
Account value
General account............................. 816 1,127 1,456 1,579 1,998 1,622 2,023
Separate account............................ -- 736 836 979 1,238 1,034 1,307
------- ------- ------- ------- ------- ------- -------
Total account value..................... $ 816 $ 1,863 $ 2,292 $ 2,558 $ 3,236 $ 2,656 $ 3,330
======= ======= ======= ======= ======= ======= =======
Employee Benefits:
Group insurance premiums...................... $ 841 $ 856 $ 974 $ 1,103 $ 1,329 $ 290 $ 362
Group insurance reserves...................... 1,056 1,224 1,412 1,633 1,934 1,684 1,991
Total group insurance invested assets......... 1,046 1,212 1,400 1,617 1,917 1,668 1,973
COLI account value
General account............................. 864 1,549 2,308 3,566 4,028 3,923 3,853
Separate account............................ -- -- 897 3,484 4,441 3,537 4,352
------- ------- ------- ------- ------- ------- -------
Total COLI account value................ $ 864 $ 1,549 $ 3,205 $ 7,050 $ 8,469 $ 7,460 $ 8,205
======= ======= ======= ======= ======= ======= =======
Guaranteed Investment Contracts:
Guaranteed investment contract sales.......... $ 1,608 $ 1,730 $ 1,732 $ 893 $ 169 $ 70 $ 41
Account value
General account............................. 5,673 6,216 7,257 5,722 4,124 5,318 3,758
Guaranteed separate account................. 182 193 124 346 408 415 428
------- ------- ------- ------- ------- ------- -------
Total account value..................... $ 5,855 $ 6,409 $ 7,381 $ 6,068 $ 4,532 $ 5,733 $ 4,186
======= ======= ======= ======= ======= ======= =======
Statutory Data(11)
Gains from operations........................... $ 59 $ 61 $ 45 $ 175 $ 148
Gains (losses).................................. 70 10 29 (62) 23
------- ------- ------- ------- -------
Net income...................................... $ 129 $ 71 $ 74 $ 113 $ 171
======= ======= ======= ======= =======
Capital and surplus............................. $ 824 $ 956 $ 1,088 $ 1,224 $ 1,320
======= ======= ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
AS OF OR FOR THE THREE MONTHS ENDED
MARCH 31, 1997
------------------------------------------
AS
PRO FORMA ADJUSTED
FOR PRE-OFFERING FOR EQUITY
HISTORICAL TRANSACTIONS(12) OFFERINGS
------ ---------------- ----------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Capitalization Data
Borrowings under Line of Credit......................................... $1,084 $1,084 $ 714
Short-term debt due parent.............................................. 100 125 125
Stockholder's equity(5)(6).............................................. 924 899 1,445

29
<PAGE> 32

(4) Includes both non-guaranteed and guaranteed separate accounts.

<TABLE>
<CAPTION>
FOR THE
THREE MONTHS
FOR THE YEAR ENDED DECEMBER 31, ENDED MARCH 31,
-------------------------------------------- ----------------
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ---- -----
(IN MILLIONS,
(IN MILLIONS) UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Capital contributions............... $ -- $100 $ 50 $180 $ -- $ -- $ --
Dividends........................... -- 24 17 226 -- -- 291
---- ---- ---- ---- ----- ----- -----
Net contributions............... $ -- $ 76 $ 33 $(46) $ -- $ -- $(291)
==== ==== ==== ==== ===== ===== =====
</TABLE>

The following table details the components of the Corporate Operation:

<TABLE>
<CAPTION>
FOR THE
THREE MONTHS
ENDED
FOR THE YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------ -------------
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ---- ----
(IN MILLIONS,
(IN MILLIONS) UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Unallocated income and expense............................. $(11) $ (3) $ (7) $(14) $(18) $ (4) $(10)
Group medical business..................................... (5) (25) (7) (1) 1 -- --
ITT Spin-Off related items and other....................... -- -- -- 18 (1) -- --
---- ---- ---- ---- ---- ---- ----
Total Corporate Operation.............................. $(16) $(28) $(14) $ 3 $(18) $ (4) $(10)
===== ===== ===== ===== ===== ===== =====
</TABLE>

30
<PAGE> 33

(8) Represents net realized capital gains (losses) that are not allocable to
any of the Company's business segments.

(10) Non-guaranteed separate accounts represent policyholder funds that are
segregated from the general account of the Company and as to which the
Company does not guarantee a minimum return.

(11) Statutory data has been derived from Annual Statements of Hartford Life and
Accident, Hartford Life and ITT Hartford Life and Annuity filed with
insurance regulatory authorities, each in accordance with statutory
accounting practices. Gains (losses) are net of IMR and taxes.

(12) The pro forma capitalization data reflects the Pre-Offering Transactions,
as if such transactions had occurred as of March 31, 1997.

31
<PAGE> 34

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of
operations of the Company is prepared as if the Company were a separate entity
for all periods presented and should be read in conjunction with the "Selected
Consolidated Financial Data", the Company's consolidated financial statements,
the notes thereto and the other financial information included elsewhere in this
Prospectus.

GENERAL

The Company is a leading insurance and financial services company that
provides pre-retirement savings, estate planning and employee benefit products.
The Company offers variable and fixed annuities, retirement plan services,
mutual funds and life and disability insurance on both an individual and group
basis. Prior to the completion of the Equity Offerings, the Company operated its
businesses as part of The Hartford.

The Company attempts to attain a pre-determined return on stockholder's
equity for each of its business segments. Management facilitates this
"bottom-line" approach by operating the Company as a series of micro-enterprises
within each of its business segments. These micro-enterprises are managed by
individuals with accountability for the profit or loss of the specific
operation. The Company assigns capital to each micro-enterprise based on
internal formulae and each of the managers is expected to earn the Company's
targeted return on the assigned capital.

The Company derives its revenues principally from (i) asset management fees
and mortality and expense fees on separate accounts, (ii) premiums, (iii) net
investment income on general account assets, including the general account
portion of variable annuities, and (iv) certain other fees earned by the
Company. The Company generates investment and mortality and expense fees
primarily from the separate account assets deposited with the Company through
the sale of individual annuities and variable life products. Premium revenues
are derived primarily from the sale of individual life, group life and group
disability insurance and COLI. The Company's operating expenses consist of
insurance benefits provided, interest credited on general account liabilities,
the cost of selling and servicing the various products sold by the Company,
including commissions to the various sales representatives (net of any
deferrals), and general business expenses.

The Company's profitability depends in large part upon (i) the amount of
its assets, (ii) the adequacy of its product pricing (which is primarily a
function of competitive conditions, management's ability to assess and manage
trends in mortality and morbidity experience as compared to the level of benefit
payments and its ability to maintain expenses within pricing assumptions), (iii)
the maintenance of the Company's target spreads between its customer CREDITED
RATES and its earned investment rates and (iv) the persistency of its policies
and premiums (which determines the recoverability of the costs incurred in
selling a policy). External factors, such as the impact of legislation on the
Company's products, also affect the Company's profitability.

From time to time, the Company has acquired certain COLI and individual
life insurance and annuity blocks of businesses from distressed carriers. These
acquisitions have contributed to the Company's growth in assets. The Company
assumed COLI blocks of business of approximately $5.6 billion in 1992 and $300
million in 1993 from Mutual Benefit Life Insurance Company ("Mutual Benefit")
and individual life insurance and annuity policies of $3.2 billion in 1993 from
Fidelity Bankers Life Insurance Company ("Fidelity Bankers"), $434 million in
1994 from Pacific Standard Life Insurance Company ("Pacific Standard") and $77
million in 1996 from Investors Equity Life Insurance Company of Hawaii
("Investors Equity").

The Company's income prior to the cumulative effect of changes in the
Company's accounting principles grew from $101 million in 1992 to $151 million
in 1994, a compound annual growth rate of 22%, due in part to internal growth
and the acquisitions discussed above. In 1995 and 1996, the

32
<PAGE> 35

Company's net income fell to $150 million and $24 million, respectively, mainly
due to losses within the Guaranteed Investment Contracts segment. Because the
Company does not expect any material income or loss from the Guaranteed
Investment Contracts segment in the years subsequent to 1996, management
believes that future earnings will be dependent on income from the Annuity,
Individual Life Insurance and Employee Benefits segments, net of the Corporate
Operation. Net income of these segments, net of the Corporate Operation, was
$150 million, $217 million and $249 million in 1994, 1995 and 1996,
respectively, representing a compound annual growth rate over such period of
29%.

The results of the Guaranteed Investment Contracts segment were materially
and adversely affected by lower investment rates and earnings in the investment
portfolio supporting such segment due to prepayments on MBSs and CMOs
substantially in excess of assumed and historical levels, as well as the
interest rate rise in 1994, which caused a mismatch in the duration of such
assets and liabilities. In 1995, the Company substantially withdrew from the
general account GRC business. In 1996, the Company initiated certain asset sales
and hedging transactions to insulate itself from any ongoing income or loss
associated with the Closed Book GRC investment portfolio. As a result, due to
the foregoing actions, management expects that the net income (loss) from this
segment in the years subsequent to 1996 will be immaterial. See "Risk
Factors -- Interest Rate Risks" and "-- Results of Operations for the Years
Ended December 31, 1994, 1995 and 1996 -- Comparison of Guaranteed Investment
Contracts Segment Results -- Closed Book GRC".

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1997

COMPARISON OF CONSOLIDATED RESULTS

The following table details the Company's consolidated net income for the
three months ended March 31, 1996 and 1997.

<TABLE>
<CAPTION>
FOR THE
THREE MONTHS
ENDED MARCH 31,
-------------------
1996 1997
------ ------
(IN MILLIONS)
<S> <C> <C>
Revenues:
Premiums and other considerations.................................... $ 941 $ 679
Net investment income................................................ 362 375
Net realized capital gains (losses).................................. -- 1
------ ------
Total revenues.................................................... 1,303 1,055
------ ------
Benefits, claims and expenses:
Benefits, claims and claim adjustment expenses....................... 651 659
Amortization of deferred policy acquisition costs.................... 66 83
Dividends to policyholders........................................... 286 54
Interest expense(1).................................................. 11 16
Other insurance expense.............................................. 230 143
------ ------
Total benefits, claims and expenses............................... 1,244 955
------ ------
Income before income tax expense....................................... 59 100
Income tax expense..................................................... 20 37
------ ------
Net income........................................................ $ 39 $ 63
====== ======
</TABLE>

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

(1) For financial reporting purposes, the Company has treated certain amounts
previously allocated by The Hartford to the Company's life insurance
subsidiaries as Allocated Advances from parent. Such Allocated Advances were
not treated as liabilities or indebtedness for tax and statutory accounting
purposes. Cash received in respect of Allocated Advances from parent was
used to support the growth of the life insurance subsidiaries and was
treated as surplus for statutory accounting purposes. Interest expense prior
to December 31, 1996 represents the expense internally allocated to the
Company with respect to the Allocated Advances based on The Hartford's
actual (third party) external borrowing costs. Such interest expense paid
was treated as dividends for tax and statutory accounting purposes.

33
<PAGE> 36

Revenues decreased $248 million, or 19%, to $1.055 billion in the first
quarter of 1997 from $1.303 billion in the first quarter of 1996 due to a
decrease in revenues from COLI of $365 million primarily due to significantly
less premiums from leveraged COLI as a result of the HIPA Act of 1996. The
decrease in COLI revenues was partially offset by an increase in revenues of
$117 million, or 15%, in the Company's other operations, primarily due to a $79
million increase in group insurance revenues and a $47 million increase in
revenues from the Annuity segment. Similar factors caused benefits, claims and
expenses to decrease by $289 million, or 23%, to $955 million in the first
quarter of 1997 from $1.244 billion in the first quarter of 1996.

Net income increased $24 million, or 62%, to $63 million in the first
quarter of 1997 from $39 million in the first quarter of 1996 due to growth in
the Annuity, Individual Life Insurance and Employee Benefits segments of 30%,
22% and 13%, respectively, and the elimination of losses in the Guaranteed
Investment Contracts segment, partially offset by higher unallocated expense in
the Corporate Operation primarily due to an increase in interest expense of $5
million to $16 million in the first quarter of 1997 from $11 million in the
first quarter of 1996. This increase was primarily related to the Pre-Offering
Indebtedness.

COMPARISON OF SEGMENT RESULTS

The following table details the Company's net income by segment for the
three months ended March 31, 1996 and 1997.

<TABLE>
<CAPTION>
FOR THE
THREE MONTHS
ENDED MARCH 31,
---------------
1996 1997
---- ------
<S> <C> <C>
Annuity................................................................... $ 33 $ 43
Individual Life Insurance................................................. 9 11
Employee Benefits......................................................... 16 18
Guaranteed Investment Contracts(1)........................................ (15) --
Corporate Operation(2).................................................... (4) (10)
Unallocated net realized capital gains (losses)(3)........................ -- 1
--- ----
Net income.............................................................. $ 39 $ 63
=== ====
</TABLE>

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

(2) The Company maintains a Corporate Operation through which it reports items
that are not directly allocable to any of its business segments. Included in
the Corporate Operation are: (i) unallocated income and expense, (ii) the
Company's group medical business, which it exited in 1993, and (iii) certain
other items not directly allocable to any segment such as items related to
the ITT Spin-Off. For a discussion of the Corporate Operation, see
"-- Results of Operations for the Years Ended December 31, 1994, 1995 and
1996 -- Corporate Operation".

(3) Represents net realized capital gains (losses) that are not allocable to any
of the Company's business segments.

34
<PAGE> 37

The following tables detail the Annuity segment's sales, account value and
individual annuity sales by distribution channel as of or for the three months
ended March 31, 1996 and 1997.

<TABLE>
<CAPTION>
AS OF OR FOR THE
THREE MONTHS
ENDED MARCH 31,
-----------------
1996 1997
------- -------
(IN MILLIONS,
UNAUDITED)
<S> <C> <C>
ANNUITY
Quarterly sales by product
Individual variable annuities....................................... $ 2,200 $ 2,452
Fixed MVA/Other individual annuities................................ 40 120
Mutual funds........................................................ -- 88
Group annuities..................................................... 90 165
Account value
Individual annuities
General account................................................... $ 2,576 $ 2,924
Guaranteed separate account....................................... 8,790 9,024
Non-guaranteed separate account................................... 21,259 31,666
------- -------
Total account value............................................ $32,625 $43,614
======= =======
Group annuities
Total account value............................................ $ 8,111 $ 9,104
Individual variable annuity total account value
Beginning total account value, January 1............................ $20,691 $32,397
Sales and other deposits.......................................... 2,200 2,457
Acquisitions...................................................... -- --
Market appreciation............................................... 842 (155)
Surrenders........................................................ (210) (444)
------- -------
Ending total account value, March 31................................ $23,523 $34,255
======= =======
Individual annuity sales by distribution channel
Broker-dealers...................................................... $ 1,509 $ 1,703
Banks............................................................... 731 869
------- -------
Total.......................................................... $ 2,240 $ 2,572
======= =======
</TABLE>

The following tables detail the Individual Life Insurance segment's sales,
account value, insurance in force and revenues excluding a block of business
acquired from Investors Equity as of or for the three months ended March 31,
1996 and 1997.

<TABLE>
<CAPTION>
AS OF OR FOR THE
THREE MONTHS
ENDED MARCH 31,
-----------------
1996 1997
------- -------
(IN MILLIONS,
UNAUDITED)
<S> <C> <C>
INDIVIDUAL LIFE
Quarterly sales by product
Variable life....................................................... $ 10 $ 15
Universal life/Interest-sensitive WHOLE LIFE........................ 11 8
TERM LIFE........................................................... 1 1
Other............................................................... -- --
------- -------
Total.......................................................... $ 22 $ 24
======= =======
Total account value.................................................... $ 2,656 $ 3,330
Total IN FORCE......................................................... $48,567 $52,277
Revenues excluding block of business acquisition from Investors
Equity.............................................................. $ 113 $ 118
</TABLE>

35
<PAGE> 38

The following tables detail the Employee Benefits segment's group insurance
premiums, group insurance reserves and COLI account value as of or for the three
months ended March 31, 1996 and 1997.

<TABLE>
<CAPTION>
AS OF OR FOR THE
THREE MONTHS
ENDED MARCH 31,
-----------------
1996 1997
------- -------
(IN MILLIONS,
UNAUDITED)
<S> <C> <C>
EMPLOYEE BENEFITS
Group insurance premiums
Group disability.................................................... $ 106 $ 152
Group life.......................................................... 101 118
Other............................................................... 83 92
------- -------
Total.......................................................... $ 290 $ 362
======= =======
Group insurance reserves
Group disability.................................................... $ 1,048 $ 1,296
Group life.......................................................... 328 409
Other............................................................... 308 286
------- -------
Total.......................................................... $ 1,684 $ 1,991
======= =======
COLI account value
General account..................................................... $ 3,923 $ 3,853
Separate account.................................................... 3,537 4,352
------- -------
Total.......................................................... $ 7,460 $ 8,205
======= =======
</TABLE>

The following tables detail the Guaranteed Investment Contracts segment's
sales and account value as of or for the three months ended March 31, 1996 and
1997.

<TABLE>
<CAPTION>
AS OF OR FOR THE
THREE MONTHS
ENDED MARCH 31,
-----------------
1996 1997
------- -------
(IN MILLIONS,
UNAUDITED)
<S> <C> <C>
GUARANTEED INVESTMENT CONTRACTS
Guaranteed investment contract sales
General account..................................................... $ 28 $ 13
Separate account.................................................... 42 28
------- -------
Total.......................................................... $ 70 $ 41
======= =======
Account value
General account..................................................... $ 5,318 $ 3,758
Guaranteed separate account......................................... 415 428
------- -------
Total.......................................................... $ 5,733 $ 4,186
======= =======
</TABLE>

36
<PAGE> 39

COMPARISON OF ANNUITY SEGMENT RESULTS

The following table details the Annuity segment's net income for the three
months ended March 31, 1996 and 1997.

<TABLE>
<CAPTION>
FOR THE
THREE MONTHS
ENDED MARCH
31,
-------------
1996 1997
---- ----
(IN MILLIONS)
<S> <C> <C>
Revenues:
Premiums and other considerations........................................ $126 $164
Net investment income.................................................... 109 118
Net realized capital gains (losses)...................................... -- --
---- ----
Total revenues........................................................ 235 282
---- ----
Benefits, claims and expenses:
Benefits, claims and claim adjustment expenses........................... 105 118
Amortization of deferred policy acquisition costs........................ 44 55
Dividends to policyholders............................................... -- --
Other insurance expense.................................................. 35 42
---- ----
Total benefits, claims and expenses................................... 184 215
---- ----
Income before income tax expense........................................... 51 67
Income tax expense......................................................... 18 24
---- ----
Net income............................................................ $ 33 $ 43
==== ====
</TABLE>

Revenues increased $47 million, or 20%, to $282 million in the first
quarter of 1997 from $235 million in the first quarter of 1996 primarily as a
result of an increase in individual annuity account value, particularly
individual variable annuity account value, which generated significantly higher
fee income. As of March 31, 1997, individual annuity account value increased by
$11.0 billion, or 34%, to $43.6 billion from $32.6 billion. The growth in
account value was the result of strong sales over the past twelve months,
coupled with growth in the Company's separate accounts due to the rise in the
stock market in the fourth quarter of 1996. Annuity sales were $2.57 billion in
the first quarter of 1997, as compared with $2.24 billion for the first quarter
of 1996, with variable annuities comprising $2.45 billion, or 96%, of such
amount. Similar factors resulted in an increase in benefits, claims and expenses
of $31 million, or 17%, to $215 million in the first quarter of 1997 from $184
million in the first quarter of 1996.

Net income increased $10 million, or 30%, to $43 million in the first
quarter of 1997 from $33 million in the first of quarter of 1996 as the total
average account value for this segment increased $12.4 billion, or 32%, to $51.7
billion in the first quarter of 1997 from $39.3 billion in the first quarter of
1996.

37
<PAGE> 40

COMPARISON OF INDIVIDUAL LIFE INSURANCE SEGMENT RESULTS

The following table details the Individual Life Insurance segment's net
income for the three months ended March 31, 1996 and 1997.

<TABLE>
<CAPTION>
FOR THE
THREE MONTHS
ENDED MARCH 31,
---------------
1996 1997
---- ----
(IN MILLIONS)
<S> <C> <C>
Revenues:
Premiums and other considerations........................................ $ 88 $ 78
Net investment income.................................................... 34 40
Net realized capital gains (losses)...................................... -- --
---- ----
Total revenues........................................................ 122 118
---- ----
Benefits, claims and expenses:
Benefits, claims and claim adjustment expenses........................... 70 55
Amortization of deferred policy acquisition costs........................ 21 26
Dividends to policyholders............................................... -- --
Other insurance expense.................................................. 18 20
---- ----
Total benefits, claims and expenses................................... 109 101
---- ----
Income before income tax expense........................................... 13 17
Income tax expense......................................................... 4 6
---- ----
Net income............................................................ $ 9 $ 11
==== ====
</TABLE>

Revenues decreased $4 million, or 3%, to $118 million in the first quarter
of 1997 from $122 million in the first quarter of 1996 primarily as a result of
an assumption of a block of business from Investors Equity, which increased
revenues by $9 million in the first quarter of 1996, and a shift in the
Company's mix of business towards variable universal life insurance, which
generates less revenues than traditional life insurance. Similar factors
resulted in benefits, claims and expenses decreasing by $8 million, or 7%, to
$101 million in the first quarter of 1997 from $109 million in the first quarter
of 1996.

Net income increased $2 million, or 22%, to $11 million in the first
quarter of 1997 from $9 million in the first quarter of 1996 primarily due to
strong sales over the past twelve months, which increased the amount of
individual life insurance in force, and favorable mortality experience.
Individual life insurance sales were $24.4 million in the first quarter of 1997,
as compared with $22.5 million in the first quarter of 1996.

38
<PAGE> 41

COMPARISON OF EMPLOYEE BENEFITS SEGMENT RESULTS

The following table details the Employee Benefits segment's net income for
the three months ended March 31, 1996 and 1997.

<TABLE>
<CAPTION>
FOR THE
THREE MONTHS
ENDED MARCH 31,
---------------
1996 1997
---- ----
(IN MILLIONS)
<S> <C> <C>
Revenues:
Premiums and other considerations........................................ $727 $435
Net investment income.................................................... 137 143
Net realized capital gains (losses)...................................... -- --
---- ----
Total revenues........................................................ 864 578
---- ----
Benefits, claims and expenses:
Benefits, claims and claim adjustment expenses........................... 376 416
Amortization of deferred policy acquisition costs........................ 1 2
Dividends to policyholders............................................... 286 54
Other insurance expense.................................................. 176 76
---- ----
Total benefits, claims and expenses................................... 839 548
---- ----
Income before income tax expense........................................... 25 30
Income tax expense......................................................... 9 12
---- ----
Net income............................................................ $ 16 $ 18
==== ====
</TABLE>

Revenues decreased $286 million, or 33%, to $578 million in the first
quarter of 1997 from $864 million in the first quarter of 1996 due to a decrease
in revenues from COLI of $365 million. The decrease in COLI revenues resulted
from significantly less leveraged COLI premiums as a result of the HIPA Act of
1996. Such decrease was partially offset by a $79 million increase, or 25%, in
group insurance revenues. Similar factors resulted in benefits, claims and
expenses decreasing by $291 million, or 35%, to $548 million in the first
quarter of 1997 from $839 million in the first quarter of 1996.

Net income increased $2 million, or 13%, to $18 million in the first
quarter of 1997 from $16 million in the first quarter of 1996 primarily due to
growth in group insurance premiums and favorable morbidity experience. Premiums
from group insurance were $362 million in the first quarter of 1997, as compared
with $290 million in the first quarter of 1996.

39
<PAGE> 42

COMPARISON OF GUARANTEED INVESTMENT CONTRACTS SEGMENT RESULTS

The following table details the Guaranteed Investment Contracts segment's
net loss for the three months ended March 31, 1996 and 1997.

<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
MARCH 31,
--------------
1996 1997
----- ----
(IN MILLIONS)
<S> <C> <C>
Revenues:
Premiums and other considerations.......................................... $ 1 $ 1
Net investment income...................................................... 72 71
Net realized capital gains (losses)........................................ -- --
----- ----
Total revenues.......................................................... 73 72
----- ----
Benefits, claims and expenses:
Benefits, claims and claim adjustment expenses............................. 93 70
Amortization of deferred policy acquisition costs.......................... 1 --
Dividends to policyholders................................................. -- --
Other insurance expense.................................................... 2 2
----- ----
Total benefits, claims and expenses..................................... 96 72
----- ----
Loss before income tax expense............................................... (23) --
Income tax benefit........................................................... (8) --
----- ----
Net loss................................................................ $ (15) $--
====== ====
</TABLE>

This segment had no net income in the first quarter of 1997, as compared
with a $15 million loss in the first quarter of 1996, 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.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

SEGMENT DISCUSSION

The following table details the Company's net income by segment for the
five-year period ended December 31, 1996.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------
1992 1993 1994 1995 1996
---- ---- ---- ---- -----
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Annuity............................................... $ 35 $ 54 $ 84 $113 $ 145
Individual Life Insurance............................. 17 21 27 37 44
Employee Benefits..................................... 36 48 53 67 78
Guaranteed Investment Contracts....................... 21 30 1 (67) (225)
Corporate Operation(1)................................ (16) (28) (14) 3 (18)
Unallocated net realized capital gains (losses)(2).... 8 5 -- (3) --
Cumulative effect of changes in accounting
principles(3)....................................... (47) -- -- -- --
---- ---- ---- ---- -----
Net Income....................................... $ 54 $130 $151 $150 $ 24
===== ===== ===== ===== ======
</TABLE>

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

(1) The Company maintains a Corporate Operation through which it reports items
that are not directly allocable to any of its business segments. Included in
the Corporate Operation are: (i) unallocated income and expense, (ii) the
Company's group medical business, which it exited in 1993, and (iii) certain
other items not directly allocable to any business segment such as ITT
Spin-Off related items. See "-- Results of Operations for the Years Ended
December 31, 1994, 1995 and 1996 -- Corporate Operation".

(2) Represents net realized capital gains (losses) that are not allocable to any
of the Company's business segments.

40
<PAGE> 43

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 reflect the diverse
nature of the market. These include individual variable annuities, fixed 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
Annuity segment distributes its products primarily through broker-dealers and
financial institutions for individual sales, and through employees of the
Company for institutional sales. Account value in this segment has grown from
$12 billion in 1992 to $51 billion in 1996, which, along with favorable expense
trends, has resulted in an increase in this segment's net income from $35
million in 1992 to $145 million in 1996, a compound annual growth rate of 43%.

The Individual Life Insurance segment focuses on individuals' needs
regarding the transfer of wealth between generations, as well as the protection
of individuals and their families against lost earnings resulting from death.
The chief products sold in this market include both variable and fixed universal
life insurance-type contracts (including interest-sensitive whole life
insurance), as well as single premium variable life and term life insurance
products. The Individual Life Insurance segment distributes its products through
insurance agents, broker-dealers and financial institutions, typically assisted
by a dedicated group of Company employees. Life insurance in force has increased
from $29 billion in 1992 to $52 billion in 1996, of which $4.4 billion was
derived from acquisitions. The Company's growth in insurance in force, together
with favorable mortality results and a declining expense ratio, has resulted in
an increase in this segment's net income from $17 million in 1992 to $44 million
in 1996, a compound annual growth rate of 27%.

The Employee Benefits segment focuses on the needs of employers and
associations to purchase group insurance products. A significant amount of the
revenue and net income in this segment is derived from the sale of group life
insurance and group long-term and short-term disability products. This segment
also contains specialty businesses such as COLI, life/health reinsurance and
several international operations of the Company. The Employee Benefits segment
distributes its products through insurance agents and brokers, usually assisted
by a dedicated group of Company employees. Group insurance premiums have
increased from $841 million in 1992 to $1.329 billion in 1996, which, along with
favorable underwriting results, disciplined claims and expense management and
sales of COLI, have resulted in an increase in this segment's net income from
$36 million in 1992 to $78 million in 1996, a compound annual growth rate of
21%.

The Guaranteed Investment Contracts segment consists of GRC that are
supported by assets held in either the Company's general account or a guaranteed
separate account and includes Closed Book GRC. Historically, a significant
majority of these contracts were sold as general account GRC with fixed rates
and fixed maturities. 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
segments. As a result, the Company has substantially withdrawn from the general
account GRC business. As discussed in "-- Results of Operations -- Comparison of
Guaranteed Investment Contracts Segment Results", this segment has reported
significant losses in recent years. Management expects no material income or
loss from the Guaranteed Investment Contracts segment in the future.

The Company also maintains a Corporate Operation through which it reports
items that are not directly allocable to any of its business segments. Included
in the Corporate Operation are: (i) unallocated income and expense, (ii) the
Company's group medical business, which it exited in 1993, and (iii) certain
other items not directly allocable to any business segment such as ITT Spin-Off
related items. For a further discussion of the Corporate Operation, see
"-- Results of Operations for the Years Ended 1994, 1995 and 1996 -- Corporate
Operation".

41
<PAGE> 44

COMPARISON OF CONSOLIDATED RESULTS

The following table details the Company's consolidated net income for the
three-year period ended December 31, 1996.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER
31,
----------------------------
1994 1995 1996
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues:
Premiums and other considerations............................ $2,139 $2,643 $3,069
Net investment income........................................ 1,403 1,451 1,534
Net realized capital gains (losses).......................... 1 (4) (219)
------ ------ ------
Total revenues............................................ 3,543 4,090 4,384
------ ------ ------
Benefits, claims and expenses:
Benefits, claims and claim adjustment expenses............... 2,254 2,395 2,727
Amortization of deferred policy acquisitions costs........... 149 205 241
Dividends to policyholders(1)................................ 419 675 635
Interest expense(2).......................................... 29 35 55
Other insurance expense...................................... 469 554 695
------ ------ ------
Total benefits, claims and expenses....................... 3,320 3,864 4,353
------ ------ ------
Income before income tax expense............................... 223 226 31
Income tax expense............................................. 72 76 7
------ ------ ------
Net income................................................ $ 151 $ 150 $ 24
====== ====== ======
</TABLE>

- ---------------
(1) Growth in dividends to policyholders is a result of the November 1992
acquisition from Mutual Benefit of a block of participating leveraged COLI
business and the subsequent growth in the leveraged COLI business from 1993
to 1995. Policyholder dividends are expected to decline in the future since
sales of new leveraged COLI policies have been terminated as a result of the
HIPA Act of 1996.

(2) For financial reporting purposes, the Company has treated certain amounts
previously allocated by The Hartford to the Company's life insurance
subsidiaries as Allocated Advances from parent. Such Allocated Advances were
not treated as liabilities or indebtedness for tax and statutory accounting
purposes. Cash received in respect of Allocated Advances from parent was
used to support the growth of the life insurance subsidiaries and was
treated as surplus for statutory accounting purposes. Interest expense prior
to December 31, 1996 represents the expense internally allocated to the
Company with respect to the Allocated Advances based on The Hartford's
actual (third party) external borrowing costs. Such interest expense paid
was treated as dividends for tax and statutory accounting purposes.

PREMIUMS AND OTHER CONSIDERATIONS. Premiums and other considerations
(including maintenance and expenses fees, COST OF INSURANCE charges and premiums
on traditional life, group life and group disability contracts) increased $426
million, or 16%, to $3.069 billion in 1996 from $2.643 billion in 1995. This
increase was principally the result of (i) a $216 million increase in the
Annuity segment due to a substantial increase in aggregate fees earned on a
larger block of separate account assets stemming from strong annuity sales and
market appreciation and (ii) a $167 million increase in the Employee Benefits
segment driven by an increase in group insurance premiums of $226 million in
1996 from strong group disability sales and renewals, partially offset by a
decline in COLI premiums from 1995 levels primarily due to the enactment of the
HIPA Act of 1996.

Premiums and other considerations increased $504 million, or 24%, to $2.643
billion in 1995 from $2.139 billion in 1994. This increase primarily reflects a
$505 million increase in the Employee Benefits segment, of which $376 million
was due to growth in the COLI business and the remainder of which was due to
increased group insurance premiums from strong group disability sales and
renewals.

NET INVESTMENT INCOME. Net investment income increased $83 million, or 6%,
to $1.534 billion in 1996 from $1.451 billion in 1995 due to growth in general
account assets, excluding Closed Book GRC. Net investment income in Closed Book
GRC declined by $130 million as the average assets supporting Closed Book GRC
declined to $4.4 billion in 1996 from $6.2 billion in 1995. Excluding

42
<PAGE> 45

Closed Book GRC, net investment income increased $213 million, or 19%, to $1.327
billion in 1996 from $1.114 billion in 1995.

Net investment income increased $48 million, or 3%, to $1.451 billion in
1995 from $1.403 billion in 1994 also due to growth in general account assets,
excluding Closed Book GRC. Net investment income in Closed Book GRC declined by
$144 million as the average assets supporting Closed Book GRC declined to $6.2
billion in 1995 from $6.7 billion in 1994. Excluding Closed Book GRC, net
investment income increased $192 million, or 21%, to $1.114 billion in 1995 from
$922 million in 1994.

NET REALIZED CAPITAL GAINS (LOSSES). In 1996, the Company's net realized
capital losses were $219 million due to Closed Book GRC. For additional
information on the losses related to Closed Book GRC, see "-- Comparison of
Guaranteed Investment Contracts Segment Results -- Closed Book GRC". The
Company's net realized capital losses in 1995 and net realized capital gains in
1994 were immaterial.

BENEFITS, CLAIMS AND CLAIM ADJUSTMENT EXPENSES. Benefits, claims and claim
adjustment expenses increased $332 million, or 14%, to $2.727 billion in 1996
from $2.395 billion in 1995. This increase was caused primarily by (i) a $311
million increase in the Employee Benefits segment chiefly due to increased
blocks of group disability and COLI business and (ii) a $99 million increase in
the Annuity segment principally due to increased interest credited on general
account liabilities, including the general account portion of the individual
variable annuity products, partially offset by a decline of $124 million in
Closed Book GRC as the average assets supporting Closed Book GRC declined to
$4.4 billion in 1996 from $6.2 billion in 1995.

Benefits, claims and claim adjustment expenses increased $141 million, or
6%, to $2.395 billion in 1995 from $2.254 billion in 1994. This increase
principally reflects (i) a $173 million increase in the Employee Benefits
segment primarily due to an increase in the COLI block of business to $7.1
billion in 1995 from $3.2 billion in 1994 and (ii) a $27 million increase in the
Annuity segment due to increased interest credited on the growth in general
account liabilities, including the general account portion of the individual
variable annuity products, partially offset by (iii) the one-time effect of the
reserves assumed in connection with the Pacific Standard acquisition in 1994,
thereby creating a one-time increase in such expenses in 1994, and (iv) a
decline of $50 million in Closed Book GRC as the average assets supporting
Closed Book GRC declined to $6.2 billion in 1995 from $6.7 billion in 1994.

AMORTIZATION OF DEFERRED POLICY ACQUISITION COSTS. In connection with the
sale of individual life and annuity contracts, the Company defers certain policy
acquisition costs ("DPAC"), records such costs as assets and amortizes such
costs against earnings over the estimated life of the contracts. The
amortization of DPAC increased $36 million, or 18%, to $241 million in 1996 from
$205 million in 1995 primarily due to increased sales and total account value in
the Annuity segment. In 1996, approximately 70% of the Company's DPAC related to
its individual annuity business. The amortization of DPAC increased $56 million,
or 38%, to $205 million in 1995 from $149 million in 1994 primarily due to an
increase in assets in the Annuity segment and an increase in the individual life
insurance in force.

DIVIDENDS TO POLICYHOLDERS. The Company's dividends to policyholders arise
out of the Company's leveraged COLI business, a substantial portion of which was
written on a participating basis. Dividends to policyholders decreased $40
million, or 6%, to $635 million in 1996 from $675 million primarily due to the
elimination of sales of leveraged COLI as a result of the enactment of the HIPA
Act of 1996. Dividends to policyholders increased $256 million, or 61%, to $675
million in 1995 from $419 million in 1994 primarily due to the substantial
growth of the COLI block of business from 1994.

INTEREST EXPENSE. Interest expense increased $20 million, or 57%, to $55
million in 1996 from $35 million in 1995 primarily due to an increase in
Allocated Advances from parent of $207 million at December 31, 1995 and $75
million at June 30, 1996. Interest expense increased $6 million, or 21%,

43
<PAGE> 46

to $35 million in 1995 from $29 million in 1994 mainly due to an increase in
Allocated Advances from parent of $100 million in 1994. The increase in
Allocated Advances from parent in June 1996 was in respect of a capital
contribution by The Hartford to support the Company's business growth. Allocated
Advances from parent increased in 1995 as a result of the increase of
indebtedness of The Hartford associated with transactions in connection with the
ITT Spin-Off, a portion of which indebtedness was allocated internally by The
Hartford to the Company as Allocated Advances.

OTHER INSURANCE EXPENSE. Other insurance expense, including premium taxes,
commissions and other general expenses, net of deferral, increased $141 million,
or 25%, to $695 million in 1996 from $554 million in 1995 primarily reflecting
increased blocks of group disability and COLI and strong individual annuity and
individual life insurance sales.

Other insurance expense increased $85 million, or 18%, to $554 million in
1995 from $469 million in 1994 primarily reflecting factors largely similar to
those described in the preceding paragraph as well as additional growth in the
Individual Life Insurance segment due to the Pacific Standard acquisition in
1994.

INCOME TAX EXPENSE. Income tax expense decreased $69 million in 1996 to $7
million in 1996 from $76 million in 1995 as a result of the charges associated
with Closed Book GRC. See "-- Comparison of Guaranteed Investment Contracts
Segment Results -- Closed Book GRC". Income tax expense increased $4 million to
$76 million in 1995 from $72 million in 1994 due to higher pre-tax income in the
Annuity, Individual Life Insurance and Employee Benefits segments, partially
offset by a decline in Closed Book GRC within the Guaranteed Investment
Contracts segment. The Company's effective tax rate is below the statutory tax
rate of 35% primarily due to the availability of the corporate dividends
received deduction.

NET INCOME. Net income decreased $126 million to $24 million in 1996 from
$150 million in 1995 chiefly reflecting a $158 million decrease owing to the
Guaranteed Investment Contracts segment, partially offset by growth in the
Company's three other business segments. Net income was essentially unchanged in
1995 at $150 million from $151 million in 1994 primarily due to a $68 million
decrease in the Guaranteed Investment Contracts segment, essentially offset by
growth in the Company's three other business segments.

44
<PAGE> 47

COMPARISON OF ANNUITY SEGMENT RESULTS

The following table details the Annuity segment's net income for the
three-year period ended December 31, 1996.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
------------------------
1994 1995 1996
---- ---- ------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues:
Premiums and other considerations................................ $264 $323 $ 539
Net investment income............................................ 330 397 434
Net realized capital gains (losses).............................. -- -- --
----- ----- -----
Total revenues................................................ 594 720 973
----- ----- -----

Benefits, claims and expenses:
Benefits, claims and claim adjustment expenses................... 290 317 416
Amortization of deferred policy acquisition costs................ 90 117 174
Dividends to policyholders....................................... -- -- --
Other insurance expense.......................................... 85 118 159
----- ----- -----
Total benefits, claims and expenses........................... 465 552 749
----- ----- -----

Income before income tax expense................................... 129 168 224
Income tax expense................................................. 45 55 79
----- ----- -----
Net income.................................................... $ 84 $113 $ 145
===== ===== =====
</TABLE>

Revenues increased $253 million, or 35%, to $973 million in 1996 from $720
million in 1995. This increase was principally the result of a $216 million
increase in premiums and other considerations, reflecting a substantial increase
in aggregate fees earned due to the Company's growing block of separate account
assets. The average separate account assets of this segment increased to $37.2
billion in 1996 from $26.1 billion in 1995 primarily due to sales of individual
annuities of approximately $10 billion in 1996 and $7 billion in 1995, as well
as strong market appreciation in both 1996 and 1995. In addition, the average
general account invested assets of this segment increased to $7.2 billion in
1996 from $6.2 billion in 1995 largely as a result of growth in the general
account portion of the individual variable annuity products of the Company. The
growth in this segment in 1996 also resulted in an increase in total benefits,
claims and expenses of $197 million, or 36%, to $749 million in 1996 from $552
million in 1995. The 37% growth in average account value in 1996, coupled with
an overall reduction in individual annuity expenses as a percentage of total
individual annuity account value to 28 basis points in 1996 from 31 basis points
in 1995, has contributed to the growth in net income of $32 million, or 28%, to
$145 million in 1996 from $113 million in 1995. Similar factors generated an
increase in 1995, as compared with 1994, in revenues of $126 million, or 21%,
average general account invested assets of $1.1 billion, or 21%, average
separate account assets of $8.0 billion, or 44%, total benefits, claims and
expenses of $87 million, or 19%, net income of $29 million, or 35%, and a
reduction in individual annuity expenses as a percentage of total individual
annuity account value to 31 basis points in 1995 from 35 basis points in 1994.

45
<PAGE> 48

COMPARISON OF INDIVIDUAL LIFE INSURANCE SEGMENT RESULTS

The following table details the Individual Life Insurance segment's net
income for the three-year period ended December 31, 1996.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
---------------------------
1994 1995 1996
----- ----- -----
(IN MILLIONS)
<S> <C> <C> <C>
Revenues:
Premiums and other considerations................................ $ 277 $ 266 $ 313
Net investment income............................................ 113 142 159
Net realized capital gains (losses).............................. 1 -- --
---- ---- ----
Total revenues................................................ 391 408 472
---- ---- ----

Benefits, claims and expenses:
Benefits, claims and claim adjustment expenses................... 252 217 266
Amortization of deferred policy acquisition costs................ 52 72 63
Dividends to policyholders....................................... -- -- 1
Other insurance expense.......................................... 47 61 74
---- ---- ----
Total benefits, claims and expenses........................... 351 350 404
---- ---- ----

Income before income tax expense................................... 40 58 68
Income tax expense................................................. 13 21 24
---- ---- ----
Net income.................................................... $ 27 $ 37 $ 44
==== ==== ====
</TABLE>

Revenues increased $64 million, or 16%, to $472 million in 1996 from $408
million in 1995. This increase was chiefly due to a $47 million increase in
premiums and other considerations, reflecting the cost of insurance charges and
variable life insurance fees applied to a larger block of business as insurance
in force increased to $52 billion in 1996 from $48 billion in 1995. Total
benefits, claims and expenses increased $54 million, or 15%, to $404 million in
1996 from $350 million in 1995. This increase also reflects the increase in the
block of individual life insurance business. Additionally, in recent years,
mortality results have been favorable. The combination of growth of the
Company's business and favorable mortality experience resulted in an increase in
net income in this segment of $7 million, or 19%, to $44 million in 1996 from
$37 million in 1995.

In addition, two other events, along with those mentioned above, influenced
the results of 1995 as compared with 1994. In 1994, the Company assumed $218
million of individual life insurance reserves from Pacific Standard. This
affected both revenues and total benefits, claims and expenses for 1994.
Expenses were also positively influenced by the consolidation of the
professional functions previously performed in Minneapolis, Minnesota into the
Company's Simsbury, Connecticut operations. The combination of this acquisition,
internal Company growth, expense management and favorable mortality experience
caused net income in this segment to increase $10 million, or 37%, to $37
million in 1995 from $27 million in 1994.

46
<PAGE> 49

COMPARISON OF EMPLOYEE BENEFITS SEGMENT RESULTS

The following table details the Employee Benefits segment's net income for
the three-year period ended December 31, 1996.

Benefits, claims and expenses:
Benefits, claims and claim adjustment expenses............... 1,200 1,373 1,684
Amortization of deferred policy acquisition costs............ 3 4 4
Dividends to policyholders(1)................................ 419 675 634
Other insurance expense...................................... 283 362 396
------ ------ ------
Total benefits, claims and expenses....................... 1,905 2,414 2,718
------ ------ ------

Income before income tax expense............................... 81 101 115
Income tax expense............................................. 28 34 37
------ ------ ------
Net income................................................ $ 53 $ 67 $ 78
====== ====== ======
</TABLE>

Revenues increased $318 million, or 13%, to $2.833 billion in 1996 from
$2.515 billion in 1995. This increase was largely the result of (i) a $167
million increase in premiums and other considerations, reflecting a $226 million
increase in group insurance premiums from strong group disability sales and
renewals, partially offset by a decline in leveraged COLI premiums primarily due
to the enactment of the HIPA Act of 1996, and (ii) a $151 million increase in
net investment income primarily due to an increase in the Company's COLI account
value. Total benefits, claims and expenses increased $304 million, or 13%, to
$2.718 billion in 1996 from $2.414 billion in 1995. This increase generally
reflected an increased block of group disability business and other group
insurance and an increase in the Company's COLI block of business, partially
offset by a $41 million decrease in dividends to policyholders primarily due to
the elimination of sales of leveraged COLI as a result of the enactment of the
HIPA Act of 1996. In addition, expenses in the group insurance business, as a
percentage of premiums, have declined over the past several years. This trend,
along with favorable mortality and morbidity experience, as well as the factors
mentioned above, resulted in an increase in net income in this segment of $11
million, or 16%, to $78 million in 1996 from $67 million in 1995.

The Company had $306 million and $867 million of leveraged COLI sales in
1994 and 1995, respectively, which significantly affected the results of 1995
compared with 1994. Revenues increased $529 million, or 27%, in 1995 primarily
due to a $353 million increase related to COLI premiums. Total benefits, claims
and expenses increased $509 million, or 27%, in 1995 of which $344 million
related to COLI. The additional growth in COLI, coupled with factors similar to
those discussed above for 1996 compared with 1995, caused net income in this
segment to increase $14 million, or 26%, to $67 million in 1995 from $53 million
in 1994.

In general, the growth in COLI account value has been a significant
component of earnings for the Employee Benefits segment over the past three
years, representing $26 million, or 33%, in 1996, $22 million, or 33%, in 1995
and $16 million, or 30%, in 1994 of this segment's total earnings.

47
<PAGE> 50

COMPARISON OF GUARANTEED INVESTMENT CONTRACTS SEGMENT RESULTS

GENERAL. The following table details the Guaranteed Investment Contracts
segment's net income (loss) for the three-year period ended December 31, 1996.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
------------------------
1994 1995 1996
---- ----- -----
(IN MILLIONS)
<S> <C> <C> <C>
Revenues:
Premiums and other considerations............................... $ -- $ 1 $ 2
Net investment income........................................... 481 377 251
Net realized capital losses..................................... -- -- (219)
-----
-
------ ------
Total revenues............................................... 481 378 34
-----
-
------ ------

Benefits, claims and expenses:
Benefits, claims and claim adjustment expenses.................. 467 453 332
Amortization of deferred policy acquisition costs............... 4 12 1
Dividends to policyholders...................................... -- -- --
Other insurance expense......................................... 8 16 47
-----
-
------ ------
Total benefits, claims, and expenses......................... 479 481 380
-----
-
------ ------

Income (loss) before income tax expense (benefit)................. 2 (103) (346)
Income tax expense (benefit)...................................... 1 (36) (121)
-----
-
------ ------
Net income (loss)............................................ $ 1 $ (67) $(225)
====== ====== ======
</TABLE>

The results of this segment have been materially and adversely affected by
lower investment rates and earnings from the investment portfolio supporting
Closed Book GRC due to prepayments on MBSs and CMOs substantially in excess of
assumed and historical levels. Closed Book GRC also was negatively affected by
an interest rate rise in 1994 which caused a mismatch in the duration of the
related assets and liabilities.

In 1995, the Company substantially withdrew from the general account GRC
business and now writes a limited amount of such business primarily as an
accommodation to customers. In 1996, the Company initiated certain asset sales
and hedging transactions to insulate itself from any ongoing income or loss
associated with the Closed Book GRC investment portfolio. As a result of the
foregoing actions, management expects that the net income (loss) from this
segment will be immaterial in the years subsequent to 1996.

Revenues decreased $344 million to $34 million in 1996 from $378 million in
1995 due to $219 million in net realized capital losses and a decline in net
investment income of $126 million. The net realized capital losses were the
result of asset sales and an other than temporary impairment charge in respect
of certain assets within the Closed Book GRC investment portfolio which
contributed $84 million and $135 million, respectively, of net realized capital
losses. Net investment income declined as the assets of this segment declined to
$4.5 billion in 1996 from $6.1 billion in 1995. This decline in assets also was
the principal cause of the decrease in benefits, claims and expenses of $101
million to $380 million in 1996 from $481 million in 1995. In addition,
amortization of DPAC was lower in 1996 because the unamortized DPAC asset for
all policies sold prior to January 1995 was fully amortized in 1995.

Revenues decreased $103 million to $378 million in 1995 from $481 million
in 1994 primarily due to lower net investment income on the assets supporting
this segment as result of the MBS and CMO prepayments discussed above. Benefits,
claims and expenses of $481 million in 1995 were essentially flat as compared
with 1994 as a decline in assets to $6.1 billion in 1995 from $7.3 billion in
1994 was offset by higher credited rates on policies sold in 1994 due to the
rise in the general level of interest rates, higher expenses and the DPAC
amortization discussed above.

48
<PAGE> 51

CLOSED BOOK GRC. Closed Book GRC contains a segregated portfolio of assets
monitored and managed by the Company on a liquidating basis; however, such
designation as a "segregated" portfolio is only for internal management purposes
and has no legal or regulatory effect. As of December 31, 1996, Closed Book GRC
had general account assets of $3.6 billion and general account liabilities of
$3.6 billion. Closed Book GRC assets consisted of $2.7 billion of fixed maturity
securities (including $21 million of MBSs and $1.03 billion of CMOs), a $471
million market-neutral portfolio based on London interbank offered quotations
for U.S. dollar deposits ("LIBOR") and $432 million of cash or short-term
instruments. Of the $3.6 billion in Closed Book GRC liabilities remaining as of
December 31, 1996, the scheduled maturity is as follows: $1.2 billion, or 33%,
in 1997, $1.1 billion, or 31%, in 1998, $0.8 billion, or 22%, in 1999 and $0.5
billion, or 14%, thereafter.

Although the Closed Book GRC asset portfolio as a whole is duration matched
with its liabilities, certain investments continue to have a longer maturity
than their corresponding liabilities and will need to be liquidated prior to
maturity in order to meet the specific liability commitments. To protect the
existing value of these investments, the Company entered into various interest
rate swap, cap and floor transactions in late September 1996 with the objective
of offsetting the market price sensitivity of hedged assets to changes in
interest rates. The interest rate swap transactions primarily require the
Company to pay fixed rates and receive variable rates. The swaps mature between
1997 and 2003. The interest rate caps mature between 1997 and 2000 and have a
weighted average strike price of 7.49% (ranging from 4.5% to 8.8%). The interest
rate floors mature between 1997 and 2001 and have a weighted average strike
price of 5.62% (ranging from 3.7% to 6.75%). The caps and floors were entered
into to support certain portfolio assets that are subject to prepayment or
payment extension risk. As a result of the hedges, the Company substantially
eliminated further fluctuation in the fair value of these investments due to
interest rate changes, thereby substantially reducing the likelihood of any
further loss on the assets due to such changes.

During 1996, Closed Book GRC incurred a $51 million after-tax loss from
operations as a result of negative interest spread, as compared with an
after-tax loss from operations of $68 million in 1995. With the initiation of
the hedge transactions discussed above, which eliminated the possibility that
the fair value of Closed Book GRC investments would recover to their current
amortized cost prior to sale, an other than temporary impairment loss of $82
million, after tax, was determined to have occurred and was recorded in
September 1996. An additional other than temporary impairment loss of $6
million, after tax, occurred in the fourth quarter of 1996 bringing the total
1996 impairment to $88 million. Also, during the third quarter of 1996, Closed
Book GRC had asset sales resulting in proceeds of approximately $500 million and
a realized loss of $55 million, after tax. The asset sales were undertaken as a
result of liquidity needs and favorable market conditions for certain
securities. Other charges of $32 million, after tax, which primarily reflect an
interest accrual on potential tax assessments, also were recorded in the third
quarter of 1996. The interest accrual reflects the Company's assessment of the
probable outcome of a United States Internal Revenue Service (the "Internal
Revenue Service") examination of the tax treatment of certain hedges employed in
respect of the products included in Closed Book GRC.

In response to the losses associated with Closed Book GRC, the Company
instituted an improved risk management process. The Company, among other
actions, established a separate risk management unit and increased the frequency
with which its material portfolios are reviewed. See "Business -- Investment
Operations -- General". Management expects that the 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, the Company's expectations regarding future
sales of assets from the Closed Book GRC investment portfolio from time to time
in order to make the necessary payments on maturing Closed Book GRC liabilities
and the stabilizing effect of the hedge transactions. To date, such asset sales
have been consistent with the Company's expectations. There are no legal or
regulatory restrictions that affect the Company's ability to sell any of its
general account assets to satisfy any obligations in respect of Closed Book GRC
liabilities. In determining the projected Closed

49
<PAGE> 52

Book GRC net income in years subsequent to 1996, the Company assumed that yield
spreads implicit in market values would be consistent with historic trends. In
addition, the Company assumed that there would be no material credit losses in
respect of assets supporting Closed Book GRC. However, no assurance can be given
that, under certain unanticipated economic circumstances which result in the
Company's assumptions proving inaccurate, further losses in respect of Closed
Book GRC will not occur in the future.

CORPORATE OPERATION

GENERAL. The Corporate Operation includes (i) unallocated income and
expense, (ii) the Company's group medical business, which it exited in 1993, and
(iii) certain other items not directly allocable to any business segment such as
ITT Spin-Off related items.

The following table details the components of the Corporate Operation
(after tax) for the three-year period ended December 31, 1996:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1996
-----------------------
1994 1995 1996
---- ---- -----
(IN MILLIONS)
<S> <C> <C> <C>
Unallocated income and expense..................................... (7) (14) (18)
Group medical business............................................. (7) (1) 1
ITT Spin-Off related items and other............................... -- 18 (1)
---- ---- -----
Total Corporate Operation................................ $(14) $ 3 $ (18)
===== ===== ======
</TABLE>

UNALLOCATED INCOME AND EXPENSE. The Company includes in the Corporate
Operation net investment income on assets representing surplus not assigned to
any of its business segments, interest expense on Allocated Advances and certain
other revenues and expenses not specifically allocable to any of its business
segments. Excluding the impact of the other items described under "-- Group
Medical Business" and "-- Other", the Corporate Operation experienced a net loss
of $7 million, $14 million and $18 million in 1994, 1995, and 1996,
respectively. The increase in the net loss experienced by the unallocated income
and expense component of the Corporate Operation was principally due to the
increase in interest expense reported over 1994, 1995 and 1996, which was
partially offset by increased net investment income on capital contributions
made to the Company's life insurance subsidiaries.

In connection with the 1997 increase in the Company's indebtedness as a
result of the borrowing under the Line of Credit and the execution of the $100
Million Promissory Note and the $25 Million Promissory Note, interest expense is
expected to increase in 1997 as compared with prior years.

GROUP MEDICAL BUSINESS. The Company also previously marketed group medical
insurance to its customers. The Company exited this business in 1993. Management
had determined that the projected future return on assigned capital for the
group medical business was inadequate. This decision allowed the Company to
focus its group insurance operation on group life and group disability coverage.
All known material obligations related to the Company's exit from the group
medical business expired as of December 31, 1996. The Company's group medical
business reported a net loss of $7 million and $1 million in 1994 and 1995,
respectively, and net income of $1 million in 1996.

OTHER. In addition, the effects of an insurance guaranty fund adjustment of
$10 million in 1995 made to reflect lower than expected insolvencies in the
insurance industry and the impact of certain assets and liabilities assumed by
the Company in 1995 in connection with the ITT Spin-Off impacted the results of
the Company's Corporate Operation. Prior to 1995, as a response to certain
significant insolvencies experienced in the life insurance industry during the
late 1980s and early 1990s, the Company took an approach which incorporated an
assumption that more companies experiencing financial difficulties would be
formally determined to be insolvent, resulting in increased assess-

50
<PAGE> 53

ments based on the Company's premiums. As more historical data became available
from outside sources such as the National Organization of Life and Health
Guaranty Associations, the Company re-estimated reserves based on specific state
assessment data and determined that $10 million of such reserve could be
released.

INTERCOMPANY ARRANGEMENTS

The Company's relationship with The Hartford generally will be governed by
a series of agreements to be entered into in connection with the Equity
Offerings. These agreements generally will maintain the relationship between the
Company and The Hartford in a manner consistent in all material respects with
past practice. As a result, management believes that none of these arrangements
will have a material impact on the results of operations and liquidity of the
Company. In general, these arrangements are intended to remain in effect for so
long as The Hartford continues to maintain controlling beneficial ownership of
the Company.

Under the terms of the Master Intercompany Agreement, the Company and The
Hartford will agree to provide to each other, after the completion of the Equity
Offerings, services largely similar to those which they provided prior to the
Equity Offerings. In addition, The Hartford will agree to license to the Company
and certain of its subsidiaries all the trade names, service marks, logos
(including the Stag Logo) and other trademarks currently used by the Company in
its domestic and international operations. Furthermore, the Master Intercompany
Agreement will (i) require the Company to obtain prior written approval from The
Hartford with respect to certain corporate activities, (ii) provide for the
assumption of liabilities and cross-indemnities allocating liabilities between
the parties and (iii) grant certain registration rights to The Hartford and any
other Rights Holder. The Master Intercompany Agreement contains various
termination provisions, including the ability of either party to terminate the
agreement with respect to the provision of services, upon six months' written
notice, in the event that The Hartford ceases to own 50% or more of the combined
voting power of the outstanding Voting Stock. See "Certain Relationships and
Transactions -- Intercompany Arrangements -- Master Intercompany Agreement".

The Tax Sharing Agreement will provide that The Hartford and its
subsidiaries, including the Company, will file a consolidated federal income tax
return and that The Hartford will have all the rights of a parent of a
consolidated group. However, The Hartford and its subsidiaries will make
payments to each other such that the amount of taxes each such party pays
generally would be that amount it would be required to pay as a separate filer.
As the controlling beneficial owner of the Company, The Hartford will control
all the tax decisions in respect of the Company. The Tax Sharing Agreement will
terminate when the Company ceases to be a subsidiary of The Hartford. See
"Certain Relationships and Transactions -- Intercompany Arrangements -- Tax
Sharing Agreement and Tax Consolidation".

The Investment Management Agreements will provide that the investment staff
of The Hartford will implement the investment strategies of the Company and act
as advisor to certain of the Company's non-guaranteed separate accounts and
mutual funds for a fee based on the actual costs of providing such services.
During their respective initial three-year terms, the Investment Management
Agreements generally will not be terminable by The Hartford and will be
terminable by the Company, upon six months' written notice, only if The Hartford
fails to satisfy certain performance benchmarks. In general, either party may
terminate any of the Investment Management Agreements upon and after the end of
the initial three-year term, upon 180 days' prior written notice. The Investment
Management Agreements relating to the Company's mutual funds are terminable at
any time. See "Certain Relationships and Transactions -- Intercompany
Arrangements -- Investment Management Agreements".

The Company will sublease its headquarters from Hartford Fire pursuant to
the Simsbury Sublease which currently leases it from a third party pursuant to a
sale-leaseback arrangement. Hartford Fire will retain the right to purchase the
facility and the renewal option in respect of such arrangement. The rental
payments are fixed (but not level) over the term of the lease and sublease. See
"Certain Relationships and Transactions -- Intercompany Arrangements -- Simsbury
Sublease".

51
<PAGE> 54

LIQUIDITY AND CAPITAL RESOURCES

HOLDING COMPANY

Management believes that the liquidity requirements of the Company will be
met by funds from the operations of its subsidiaries. As a holding company, the
Company's principal source of funds is dividends from its operating
subsidiaries. For financial reporting purposes, the Company has treated certain
amounts previously allocated by The Hartford to the Company's life insurance
subsidiaries as Allocated Advances. Such Allocated Advances were not treated as
liabilities or indebtedness for tax and statutory accounting purposes. Cash
received in respect of Allocated Advances was used to support the growth of the
life insurance subsidiaries and was treated as surplus for statutory accounting
purposes. In return, the Company paid The Hartford certain dividends (so treated
for tax and statutory accounting purposes) based on The Hartford's actual (third
party) external borrowing costs. In general, the Company seeks to maintain a
conservative liquidity position and actively manages its capital levels,
asset/liability matching and the diversification, duration and credit quality of
its investments to ensure that it is able to meet its obligations.

Historically, The Hartford has provided capital, including the Allocated
Advances, to the Company's insurance subsidiaries. Following the Equity
Offerings, the Company intends to independently address any capital requirements
that may arise. However, for so long as The Hartford maintains a controlling
interest in the Company, any deterioration in the financial condition or ratings
of The Hartford (as well as the Company) could have the effect of increasing the
Company's borrowing costs and/or impairing its access to the capital markets. In
addition, The Hartford will have the ability, through its controlling beneficial
ownership of the Company and the terms of the Master Intercompany Agreement, to
limit or otherwise restrict the Company's ability to raise common or preferred
equity capital or incur debt. See "Risk Factors -- Control by and Relationship
with The Hartford" and "Certain Relationships and Transactions -- Intercompany
Arrangements -- Master Intercompany Agreement".

The following table sets forth the historical amounts of capital
contributed by The Hartford to the Company and the related dividends accrued or
paid or interest expense paid by the Company to The Hartford in respect thereof.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
----------------------------------------
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Capital contributed................................ $ -- $100 $ 50 $180 $ --
Cash received in respect of Allocated
Advances(1)...................................... -- 50 100 -- 115
Dividends accrued or paid.......................... -- 24 17 226 --
Interest accrued and paid.......................... 26 25 29 35 55
---- ---- ---- ---- ----
Net Capital................................... $(26) $101 $104 $(81) $ 60
==== ==== ==== ==== ====
</TABLE>

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

(1) Excludes non-cash Allocated Advances of $207 million in 1995 and $46 million
in 1996.

The payment of dividends to the Company from its life insurance
subsidiaries is subject to certain regulatory restrictions. The payment of
dividends by Connecticut-domiciled life insurers is limited under the insurance
holding company laws of Connecticut. The Company adheres to these laws which
require notice to and approval by the Connecticut Insurance Commissioner for the
declaration or payment of any dividend that, together with other dividends or
distributions made within the preceding twelve months, exceeds the greater of
(i) 10% of the insurer's policyholder surplus as of December 31 of the preceding
year or (ii) net gain from operations for the twelve-month period ending on the
December 31 last preceding, in each case determined under statutory insurance
accounting practices. In addition, if any dividend of a Connecticut-domiciled
insurer

52
<PAGE> 55

exceeds the insurer's earned surplus, it requires the approval of the
Connecticut Insurance Commissioner. Based on these limitations and 1996
statutory results, the Company would be able to receive $132 million in
dividends in 1997 from Hartford Life and Accident, the Company's direct wholly
owned subsidiary, without obtaining the approval of the Connecticut Insurance
Commissioner. See "Risk Factors -- Holding Company Structure; Restrictions on
Dividends".

On February 20, 1997, the Company made a payment of $1.184 billion as a
dividend to Hartford Accident and Indemnity. $893 million of such dividend
constituted a repayment of the Allocated Advances. This dividend was paid with
the $1.084 billion in cash borrowed by the Company under the Line of Credit,
with interest payable at the two-month Eurodollar rate, determined as described
below, plus 15 basis points (5.65% at the inception of the borrowing) and
principal payable on or before February 9, 1998, and the $100 Million Promissory
Note, with interest payable at the two-month Eurodollar rate, determined as
described below with respect to the Line of Credit, plus 15 basis points
(initially 5.60% upon the execution of the $100 Million Promissory Note) and
principal payable on February 19, 1998. Under the terms of the Line of Credit,
the Eurodollar rate is determined by taking the average one, two, three or
six-month rate (based upon the applicable interest period selected by the
Company) at which deposits in U.S. dollars are offered by each of the four
participating lenders in London, England to prime banks in the London interbank
market, plus an applicable margin (based upon the Company's current public debt
ratings). The Line of Credit includes covenants that limit mergers, liens and
dividends, as well as financial covenants that require minimum levels of
consolidated statutory surplus, risk based capital and net worth, and certain
other terms and provisions that are normal and customary for agreements of this
type. In addition, on April 4, 1997, the Company made an additional payment of
$25 million as a dividend to Hartford Accident and Indemnity. The dividend was
paid in the form of the $25 Million Promissory Note, with interest payable at
the one-month Eurodollar rate, determined as described above with respect to the
Line of Credit, plus 15 basis points (initially 5.84% upon the execution of the
$25 Million Promissory Note) and principal payable on April 3, 1998. See
"Company Financing Plan".

Promptly following the Equity Offerings, subject to market conditions, the
Company plans to offer approximately $650 million of the Debt Securities in the
Debt Offering pursuant to a shelf registration statement. The Company expects
that the Debt Offering will involve the sale of fixed rate, multi-tranche
securities of varying maturities and may include redemption provisions. The
Company intends to use the net proceeds of the Debt Offering, as well as a
portion of the Equity Offerings, to substantially reduce the borrowing under the
Line of Credit. See "Capitalization". The Company believes that, after giving
effect to all of the foregoing transactions, it will have sufficient liquidity
to service its debt obligations. Furthermore, the Company believes that because
each of the transactions described in this and the foregoing paragraph took
place at the holding company level (i.e., at the Company), they will have no
impact on the statutory surplus of the Company's insurance subsidiaries, other
than an increase in statutory surplus to the extent of capital contributions
received from the Company in respect of the Equity Offerings.

The Company's fixed maturity investments are classified as
"available-for-sale" and, accordingly, are reflected in the Company's
consolidated financial statements at fair value with the corresponding impact
included as a component of stockholder's equity. Changes in interest rates,
accordingly, can have a significant impact on stockholder's equity. The effect
of Statement of Financial Accounting Standards ("SFAS") No. 115 on stockholder's
equity, which represents the net unrealized capital gain (loss), net of tax, on
fixed maturity investments, was a decrease of $725 million (including a
cumulative adjustment with respect to the adoption of SFAS No. 115 which
increased stockholder's equity by $103 million) as of December 31, 1994 and an
increase of $679 million and $71 million as of December 31, 1995 and 1996,
respectively.

53
<PAGE> 56

Based on the Company's historic cash flow and current financial results,
management believes that the cash flow from the Company's operating activities
over the next year will provide sufficient liquidity for the operations of the
Company, as well as provide sufficient funds to enable the Company to make
dividend payments, as described in "Dividend Policy", satisfy debt service
obligations and pay other operating expenses. Management also believes that
completion of the Equity Offerings and the continued execution of its business
strategy for the Company will strengthen the financial position of the Company.
Although the Company currently anticipates that it will be able to make dividend
payments, as described in "Dividend Policy", satisfy debt service obligations
and pay other operating and capital expenses for the foreseeable future, the
Company can give no assurances as to whether the net cash provided primarily by
dividends from Hartford Life and Accident and its other subsidiaries will
provide sufficient funds for the Company to do so.

OPERATING SUBSIDIARIES

The principal sources of funds for the Company's operating subsidiaries are
premiums, net investment income and other considerations, as well as maturities
and sales of invested assets. These funds are used primarily to pay policy
benefits, dividends to policyholders, claims, operating expenses, interest,
commissions and dividends to stockholders, as well as to purchase new
investments. The Company's life insurance and group disability products involve
long-term liabilities that in general have reasonably predictable payout
patterns. However, the Company's annuity products involve liabilities that are
less certain as to payout timing and may be subject to unexpected increases in
surrenders, which would result in increased liquidity needs. Accordingly,
asset/liability management is important to maintaining appropriate liquidity for
the Company's operations. The Company's investment strategies are designed to
reasonably match the yields and estimated durations of its investments with the
contractual obligations of its policies. The Company acquires investments that
management believes will provide a predictable spread between investment
earnings and amounts credited to policyholders and contractholders and will
allow the Company to maintain sufficient liquidity in its investment portfolio
in order to adequately satisfy policy and contract commitments under a broad
range of adverse economic circumstances. In addition, the Company closely
monitors market and other economic conditions that might affect the value and
duration of its assets and the persistency of its liabilities. For a discussion
of the Company's investment operations, see "Business -- Investment Operations".

The Company maintained cash and short-term investments totaling $895
million, $1.2 billion, $837 million and $960 million as of December 31, 1994,
1995 and 1996 and March 31, 1997, 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. Investment grade, public fixed maturity
securities (including securities sold pursuant to Rule 144A of the Securities
Act ("Rule 144A")) represented 99.5% of the Company's general account and
guaranteed separate account investment portfolios at December 31, 1996. For a
discussion of the Company's investment operations, see "Business -- Investment
Operations".

Interest rate fluctuations can affect the duration of contractual
obligations as well as the value and duration of the assets supporting these
obligations and expose the Company to disintermediation risk. See "Risk
Factors -- Interest Rate Risk". The Company can respond to interest rate
fluctuations in a number of ways, including changing investment strategies for
new cash flows, adjusting interest crediting rates (subject to policy
limitations in some instances) and adjusting the price on any new products.

In addition, the Company closely evaluates and monitors the risk of early
policyholder and contractholder surrender. Management believes that it has
minimized the potential impact of surrenders, particularly with respect to its
annuity business, by protecting approximately 99% of its insurance liabilities
as of December 31, 1996 against early surrender through the use of non-

54
<PAGE> 57

guaranteed separate accounts, MVA features, policy loans, surrender charges and
non-surrenderability provisions as detailed in the following table.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1996
-------------------------------------------------
AMOUNT OF PERCENTAGE OF TOTAL
INSURANCE LIABILITIES INSURANCE LIABILITIES
--------------------- ---------------------
(IN BILLIONS)
<S> <C> <C>
Non-guaranteed separate accounts..................... $38.1 56%
MVA feature.......................................... 17.1 25
Policy loans(1)...................................... 4.0 6
Non-surrenderability................................. 3.9 6
----- ---
Subtotal........................................ 63.1 93
Surrender charges on remaining liabilities........... 4.2 6
----- ---
Total........................................... $67.3 99%
===== ===
</TABLE>

- ---------------
(1) Policy loans primarily relate to the Company's leveraged COLI business in
which the Company earns a stated spread on assets that are loaned to the
related policyholder.

In particular, the Company uses surrender charges to limit the ability of
individual and group annuity policyholders to withdraw from such contracts. The
following table summarizes the Company's annuity policy reserves as of December
31, 1996 and 1995 based on such policyholders' ability to withdraw funds.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------------------
1995 1996
---------------------- ----------------------
PERCENTAGE PERCENTAGE
POLICY OF TOTAL POLICY OF TOTAL
RESERVES RESERVES RESERVES RESERVES
------- ---------- ------- ----------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Not subject to discretionary withdrawal..... $ 1,363 3% $ 1,807 3%
Subject to discretionary withdrawal with
adjustment:
With MVA.................................. 37,445 86 48,160 89
At contract value, less surrender charge
of 5% or more.......................... 1,743 4 1,592 3
Subject to discretionary withdrawal at
contract value with no surrender charge or
surrender charge of less than 5%.......... 2,863 7 2,628 5
------- ---- ------- ----
Total annuity policy reserves.......... $43,414 100% $54,187 100%
======= ==== ======= ====
</TABLE>

Life insurance policies also are subject to surrender; however, they are
less susceptible to surrender than annuity contracts because policyholders must
generally undergo a new underwriting process and incur new policy acquisition
costs in order to obtain new life insurance policies.

Surrenders and other fund withdrawals on all insurance liabilities,
including liabilities related to Closed Book GRC, totaled $3.0 billion, $5.2
billion and $5.8 billion, and benefits totaled $1.1 billion, $1.2 billion and
$1.2 billion, in each of 1994, 1995 and 1996, respectively. Surrenders and other
fund withdrawals totaled $1.4 billion and $1.5 billion, and benefits totaled
approximately $400 million and $500 million, during the three months ended March
31, 1996 and 1997, respectively. Such surrenders and other fund withdrawals and
benefits were met with cash from operations and required no significant sale of
fixed maturity assets.

The Company's asset for DPAC reflects those portions of acquisition costs,
including commissions and certain underwriting expenses associated with
acquiring insurance products, which are deferred and amortized over the lesser
of the estimated or actual contract life. As of December 31,

55
<PAGE> 58

1996, DPAC was $2.8 billion, having grown from $836 million as of December 31,
1992, principally owing to the growth in sales of the Company's annuity
products. As of March 31, 1997, DPAC was $2.9 billion. In determining its DPAC
deferral and amortization, the Company believes it sets its amortization and
lapse assumptions and other key variables at reasonable and conservative levels,
deferring only those acquisition expenses that are within pricing allowables
(which is a measure of the amount of expenses permissible for deferral
consistent with the Company's target returns over the expected life of a
product). In contrast, GAAP generally allows companies to defer recoverable
acquisition expenses independent of expected return. These assumptions and the
recoverability of the asset are periodically monitored by the Company's internal
actuarial and accounting professionals, with adjustments made, where
appropriate, in accordance with SFAS No. 60 and SFAS No. 97. Approximately 70%
of the Company's DPAC asset relates to the Company's individual annuity block of
business. The DPAC asset in respect of the individual variable and fixed MVA
annuity products has a weighted average life of less than nine years and
approximately six years, respectively, at the time of sale. By comparison, the
Company imposes surrender charges, on a declining basis, for seven years,
although its fixed MVA annuities sold with a five or six year rate guarantee may
be surrendered without penalty at the end of the guarantee period.

To date, the Company's experience has been favorable, in the aggregate,
compared with the assumptions used in its internal DPAC amortization models. The
Company believes that its product design, its relationships with its wholesalers
and retail distributors and the quality of its customer service have been
contributing factors to this positive variance. However, if lapse levels were to
substantially rise due to certain factors discussed under "Risk Factors -- Risks
Associated with Certain Economic and Market Factors" or "Risk
Factors -- Interest Rate Risk" or otherwise, the Company could determine that
accelerated DPAC amortization would be necessary.

For a discussion of potential material adverse effects to the Company's
business, financial condition and results of operations in connection with any
further downgrade in the ratings of the Company's insurance subsidiaries, see
"Risk Factors -- Importance of Company Ratings".

RECENT ACCOUNTING PRONOUNCEMENTS

For a discussion of certain enacted changes and recently proposed
accounting principles, see the notes to consolidated financial statements
included elsewhere in this Prospectus and "Risk Factors -- Potential New
Accounting Policy for Derivatives".

56
<PAGE> 59

BUSINESS

GENERAL

The Company is a leading insurance and financial services company with
operations that provide (i) annuity products such as individual variable
annuities and fixed MVA annuities, deferred compensation and retirement plan
services and mutual funds for savings and retirement needs to over 1 million
customers, (ii) life insurance for income protection and estate planning to
approximately 500,000 customers and (iii) employee benefits products such as
group life and group disability insurance for the benefit of over 15 million
individuals. According to the latest publicly available data, with respect to
the United States, the Company is the largest writer of both total individual
annuities and individual variable annuities based on new sales for the year
ended December 31, 1996 (according to information compiled by LIMRA and VARDS,
respectively), the eighth largest consolidated life insurance company based on
statutory assets, as of December 31, 1995, and the largest writer of group
short-term disability benefit plans and the second largest writer of group
long-term disability insurance based on full-year 1995 new premiums and premium
equivalents (according to information reported to EBPR).

The Company's assets have grown at a compound annual growth rate of 36%,
from $23 billion in 1992 to $80 billion in 1996. The Company has achieved rapid
growth of assets by pursuing a strategy of selling diverse and innovative
products through multiple distribution channels, achieving cost efficiencies
through economies of scale and improved technology, maintaining effective risk
management and prudent underwriting techniques and capitalizing on its brand
name and customer recognition of the Stag Logo, one of the most recognized
symbols in the financial services industry. During this period, the Company has
attained strong market positions for its principal product
offerings -- annuities, individual life insurance and employee benefits. In
particular, the Company holds the leading market position in the variable
annuity industry based on sales for the year ended December 31, 1996. The
Company's sales of individual variable annuities grew from $1.8 billion in 1992
to $9.3 billion in 1996, and, for the year ended December 31, 1996, the Company
had a 13% market share (according to information compiled by VARDS). During this
period of growth, the Company's separate account assets, which are generated
principally by the sale of annuities, grew from 36% of total assets at December
31, 1992 to 62% of total assets at December 31, 1996. The Company believes that
such asset growth stems from various factors including the variety and quality
of its product offerings, the performance of its products, the effectiveness of
its multiple channel distribution network, the quality of its customer service
and the overall growth of the variable annuity industry and the stock and bond
markets. However, there is no assurance that the Company's historical growth
rate will continue. See "Risk Factors -- Risks Associated with Certain Economic
and Market Factors".

Management believes the Company's substantial growth in assets, together
with management's effort to control expenses, has made the Company one of the
most efficient competitors in the insurance industry, placing it among the top
ten of the fifty largest life insurers (based on statutory assets) in operating
efficiency. The Company's ratio of general insurance expenses to statutory
assets, an industry measure of operating efficiency, improved to .64% in 1996,
from .72% in 1995 and 1.38% in 1992 as compared with the average ratio for the
top fifty life insurance companies, for the year ended December 31, 1995, of
1.50%, based on information compiled by A.M. Best.

The Company is a newly-organized holding company formed in December 1996,
which holds virtually all the annuity, individual life insurance and employee
benefits operations of The Hartford. In addition, The Hartford owns certain life
insurance operations internationally (through wholly owned subsidiaries in
Spain, the United Kingdom and The Netherlands) acquired in connection with the
acquisition of companies primarily engaged in property-casualty insurance. The
Company is a direct subsidiary of Hartford Accident and Indemnity and an
indirect subsidiary of Hartford Fire. Hartford Fire is a direct wholly owned
subsidiary of Nutmeg Insurance Company, which is a direct wholly owned
subsidiary of The Hartford. The Hartford is among the largest domestic and
international providers of commercial property-casualty insurance,
property-casualty reinsurance and personal lines (including homeowners and auto)
coverages. On December 19, 1995, ITT distributed all the outstanding shares of
capital stock of The Hartford to ITT stockholders of record on such date in
connection with the ITT Spin-Off. As a result of the ITT Spin-Off, The Hartford
became an

57
<PAGE> 60

independent, publicly traded company. The Company's principal offices are
located at 200 Hopmeadow Street, Simsbury, Connecticut 06089. The Company's
telephone number is (860) 843-7716.

INDUSTRY OVERVIEW

The life insurance and annuity industries recently have been influenced by
certain savings trends and demographic factors. The United States Census Bureau
reports that the number of individuals aged 45 to 64, which represents the
Company's primary market, will grow from 55.7 million in 1996 to 71.1 million in
2005, making this age group the fastest growing segment of the U.S. population.
In addition, the Bureau of Labor Statistics forecasts that individuals in the
United States will live approximately 18.6 years beyond the age of their
retirement. These emerging demographic trends have significantly influenced the
growth of the Company as, in management's view, the "baby boomer" segment of the
population has become increasingly concerned about retirement and the public's
confidence in the ability of government-provided retirement benefits to meet
retirement needs diminishes. The Company also has benefited as employer-provided
defined benefit plans and other non-cash compensation have become used
increasingly as a means to facilitate savings for retirement. Moreover, as the
overall population ages, the Company believes that individuals will focus their
attention on efficiently transferring wealth between generations. As a result,
management believes that an increasing number of individuals will be attracted
to the Company's variety of savings-oriented insurance products, with
tax-advantaged status, in order to both fund their retirement years and protect
accumulated savings.

In addition, management believes that group life and group disability
insurance will continue to be an important employee benefit due to the growing
emphasis in recent years on the non-cash component of employee compensation. The
Company also believes that the continued growth of small businesses may result
in the overall growth of in force group insurance for the insurance industry.
Management expects that an increased demand for high-quality services in the
group insurance industry will result in continued growth in the Company's sales,
particularly if the Company successfully expands the range of services offered
in connection with its group disability products.

BUSINESS STRATEGY

58
<PAGE> 61

mutual funds, single premium variable life insurance and Section 401(k) plan
services through its broker-dealer and bank distribution systems.

OFFER DIVERSE AND INNOVATIVE PRODUCTS. The Company provides its customers
a diverse mix of products and services aimed at serving their needs throughout
the different stages of their lives and during varying economic cycles. The
Company offers a variety of variable and fixed MVA annuity products with funds
managed both internally and by outside money managers such as Wellington, Putnam
and Dean Witter. The Company also regularly develops and brings to market
innovative products and services. For example, the Company was the first major
seller of individual annuities to successfully develop and market fixed
annuities with an MVA feature which protects the Company from losses due to
higher interest rates in the event of early surrender. The Company also was a
leader in introducing the "managed disability" approach to the group disability
insurance market. This approach focuses on early claimant intervention in an
effort to facilitate a claimant's return to work and to contain costs.

CAPITALIZE ON ECONOMIES OF SCALE, CUSTOMER SERVICE AND TECHNOLOGY. As a
result of its growth and attention to maintaining low expenses, the Company
believes it has achieved advantageous economies of scale and operating
efficiencies in its businesses which together enable the Company to
competitively price its products for its distribution network and policyholders.
For example, as noted above, the Company is the eighth largest consolidated life
insurance company based on statutory assets as of December 31, 1995, with a
ratio (as of such date) of general insurance expenses to statutory assets that
is less than half the average ratio of its principal competitors. In addition,
the Company has reduced its individual annuity expenses as a percentage of total
individual annuity account value to 28 basis points in 1996 from 43 basis points
in 1992. In addition, the Company believes that it maintains high-quality
service for its customers and utilizes computer technology to enhance
communications within the Company and throughout its distribution network in
order to improve the Company's efficiency in marketing, selling and servicing
its products. In 1996, the Company received one of the five Quality Tested
Service Seals awarded by DALBAR, a recognized independent research organization,
for its achievement of the highest tier of customer service in the variable
annuity industry.

CONTINUE PRUDENT RISK MANAGEMENT. The Company's product designs, prudent
underwriting standards and risk management techniques protect it against
disintermediation risk and greater than expected mortality and morbidity. As of
December 31, 1996, the Company had limited exposure to disintermediation risk on
approximately 99% of its insurance liabilities through the use of non-guaranteed
separate accounts, MVA features, policy loans, surrender charges and
non-surrenderability provisions. With respect to the Company's individual
annuities, 97% of the related total account value was subject to surrender
charges as of December 31, 1996. The Company also enforces disciplined claims
management to protect the Company against greater than expected mortality and
morbidity. The Company regularly monitors its underwriting, mortality and
morbidity assumptions to determine whether its experience remains consistent
with these assumptions and to ensure that the Company's product pricing remains
appropriate.

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<PAGE> 62

Annuity

GENERAL

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 Company offers fixed and variable annuities, certain deferred
compensation and retirement plan services, mutual funds, investment management
services and certain other financial products. Growth in the Company's assets
has been driven by its sale of variable annuities. Sales of individual annuities
were approximately $9.8 billion in 1996, bringing individual annuity total
account value to $41.7 billion as of December 31, 1996. Of the total individual
annuity account value, $32.4 billion relates to variable annuities and $9.0
billion relate to fixed MVA annuities held in guaranteed separate accounts. Of
the Company's $32.4 billion variable annuities in force, $29.9 billion, or 92%,
is held in non-guaranteed separate accounts, as of December 31, 1996. In
contrast, the next nine largest writers in the United States of variable
annuities held an average of 70% of their variable annuities in force in non-
guaranteed separate accounts, as of December 31, 1996, based on the Company's
analysis of information compiled by VARDS. The following table sets forth the
total account value by product and annual sales for the principal product
offerings in the Annuity segment.

Annuity Segment Account Value and Annual Sales

<TABLE>
<CAPTION>
As of or for the Year Ended December 31,
---------------------------------------------------
1992 1993 1994 1995 1996
------- -------- -------- -------- --------
(in millions)
<S> <C> <C> <C> <C> <C>
Account Value

Individual annuities
General account............................. $ 614 $ 1,255 $ 1,714 $ 2,439 $ 2,783
Guaranteed separate account(1).............. 2,663 3,989 7,026 8,996 8,960
Non-guaranteed separate account(2).......... 3,578 8,670 11,594 18,466 29,907
------ ------- ------- ------- -------
Total account value...................... $ 6,855 $ 13,914 $ 20,334 $ 29,901 $ 41,650
====== ======= ======= ======= =======
Group annuities
General account............................. $ 3,165 $ 3,512 $ 3,785 $ 4,453 $ 4,628
Guaranteed separate account(1).............. -- -- -- -- 170
Non-guaranteed separate account(2).......... 1,873 2,333 2,688 3,504 4,312
------ ------- ------- ------- -------
Total account value...................... $ 5,038 $ 5,845 $ 6,473 $ 7,957 $ 9,110
====== ======= ======= ======= =======
ANNUAL SALES BY PRODUCT(3)
Individual variable annuities................. $ 1,838 $ 4,055 $ 4,097 $ 4,868 $ 9,327
Fixed MVA/Other individual annuities.......... 374 177 2,908 2,079 514
Mutual funds.................................. -- -- -- -- 21
Group annuities............................... 326 370 366 495 634
</TABLE>

- ---------------
(1) Guaranteed separate accounts represent policyholder funds that are
segregated from the general account of the Company and on which the Company
contractually guarantees a minimum return, subject, in most cases, to an MVA
feature if the relevant product is surrendered prior to the end of the
applicable guarantee period. The assets are carried at fair value.
Investment income and net realized capital gains and losses are not included
in the Company's Consolidated Statements of Income. Revenues to the Company
from the guaranteed separate accounts consist of investment earnings in
excess of guaranteed amounts.

(2) Non-guaranteed separate accounts represent policyholder funds that are
segregated from the general account of the Company and as to which the
Company does not guarantee a minimum return. The assets are carried at fair
value. Investment income and net realized capital gains and losses accrue
directly to the policyholders and are therefore not included in the
Company's Consolidated Statements of Income. Revenues to the Company from
the separate accounts consist of mortality and expense charges and other
investment fees.

(3) Annual sales data excludes asset transfers between different products sold
by the Company.

60
<PAGE> 63

INDIVIDUAL ANNUITIES

The Company is the market leader in the annuity industry and sells both
variable and fixed products, with single and flexible premium payment options,
through a wide distribution network of broker-dealers and other financial
institutions. Of the Company's total sales of individual annuities in 1996, 95%
were variable annuities and 5% were fixed MVA and other individual annuities.
The Company believes that its variable annuities have been particularly well
received due to the Company's product offerings, fund performance, successful
utilization of external wholesaling organizations, relationships with
broker-dealers and banks and quality of customer service, as well as the
relatively low level of interest rates and strong stock and bond market
appreciation. VARDS ranked the Company the number one writer of individual
variable annuities for the year ended December 31, 1996 with a 13% market share
based on sales. At present, the Company has approximately 950,000 individual
annuity contracts in force. The Company earns fees for managing annuity assets
(based on its total account value) and maintaining policyholders' accounts.

Each policyholder has a variety of equity and fixed income fund options
within the Company's different products. Deposits of varying amounts may be made
at regular or irregular intervals. The assets underlying the Company's variable
annuities are principally managed by Wellington, Putnam, Dean Witter and the
investment staff of The Hartford. For a discussion of the Investment Management
Agreements that the Company will enter into with The Hartford, see "Certain
Relationships and Transactions -- Intercompany Arrangements -- Investment
Management Agreements". The value of these assets fluctuates in accordance with
the investment performance of the funds selected by the policyholder. To
encourage persistency, the Company's individual annuities are subject to
withdrawal restrictions and surrender charges ranging initially from 6% to 7% of
the contract's face amount which reduce to zero on a sliding scale, usually
within seven policy years. The Company's individual annuity products,
principally consisting of variable and fixed MVA annuities, generally are priced
to earn an after-tax margin of approximately 35 to 40 basis points on average
total account value and, in each of the past five years, the Company has
achieved such earnings.

Variable annuity products have advantages for the Annuity segment in
comparison with traditional fixed annuity products. For variable annuities, the
Company uses specified portions of the periodic premiums of a customer to
purchase units in one or more mutual funds, as directed by the customer, who
then assumes the investment performance risks and rewards. As a result, variable
annuities permit policyholders to choose aggressive or conservative investment
strategies as they deem appropriate without affecting the composition and
quality of assets in the Company's general account. Management believes that the
investment performance of its separate accounts in recent years has created a
competitive advantage in the sale of its separate account products which makes
these products attractive to potential customers.

The growth of the Company's individual variable annuity account value has
been considerable for the past several years due to strong sales, acquisitions,
market appreciation and low levels of surrenders. The following table
illustrates the growth in individual variable annuity account value from the
beginning to the end of each calendar year listed below and the principal
factors that caused the increase in account value for each such year.

INDIVIDUAL VARIABLE ANNUITY TOTAL ACCOUNT VALUE

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1992 1993 1994 1995 1996
------- ------- -------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Beginning Total Account Value........ $ 2,169 $ 4,096 $ 9,742 $ 13,078 $ 20,691
Sales and Other Deposits........... 1,876 4,444 4,186 5,024 9,647
Acquisitions....................... -- 827 -- -- --
Market Appreciation................ 209 724 (131) 3,440 3,406
Surrenders......................... (158) (349) (719) (851) (1,347)
------ ------ ------- ------- -------
Ending Total Account Value........... $ 4,096 $ 9,742 $ 13,078 $ 20,691 $ 32,397
====== ====== ======= ======= =======
</TABLE>

61
<PAGE> 64

The Company has made a strategic decision to align itself with a select
group of high-quality independent money managers which have an interest in the
continued growth in sales of the Company's products. Two of the four largest
variable annuities (Putnam Capital Manager Variable Annuity and The Director) in
the annuity industry, for the year ended December 31, 1996, are managed in part
by Putnam and Wellington, respectively, each of which was selected by management
as part of this strategy. The Company believes these relationships, and the name
recognition of Wellington, Putnam and the Company's other independent money
managers, greatly enhance the marketability of its annuities and strength of its
product offerings.

The following table illustrates the performance of certain of the funds
available in respect of the Putnam Capital Manager Variable Annuity and The
Director. The historical performance of these funds is not an indication of
future performance.

SEPARATE ACCOUNT PERFORMANCE(1)

<TABLE>
<CAPTION>
ONE-YEAR FIVE-YEAR
ANNUALIZED ANNUALIZED
FUND TYPE OF FUND ASSETS RETURN RETURN
- ------------------------------------ ----------------- ------------- ---------- ----------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Putnam Capital Manager Variable
Annuity
Putnam VT Growth & Income......... Growth & Income $ 5,551 21.92% 15.97%
Putnam VT Voyager................. Aggressive Growth 3,161 12.94 16.03
Putnam VT New Opportunities....... Aggressive Growth 1,486 10.17 N/A
International
Putnam VT Global Growth........... Stock 1,322 17.18 12.11
Putnam VT High Yield.............. High Yield 761 12.81 13.48
All other Putnam Capital Manager
Variable Annuity non-guaranteed
separate accounts.............. 3,143
------
Total Putnam Capital Manager
Variable Annuity non-
guaranteed separate
accounts..................... 15,424
------
The Director
Advisers.......................... Balanced 5,126 16.59% 12.09%
Capital Appreciation.............. Growth 2,773 20.70 17.89
Stock............................. Growth 2,339 24.37 15.54
International
International Opportunities....... Stock 886 12.93 10.03
Dividend and Growth............... Growth & Income 816 22.91 N/A
All other Director non-guaranteed
separate accounts.............. 1,636
------
Total Director non-guaranteed
separate accounts............ 13,576
------
All other non-guaranteed separate
account assets.................... 907
------
Total variable annuity general
account assets............... 2,490
------
Total individual variable
annuity assets............... $32,397
======
</TABLE>

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

(1) The information included herein has been compiled by the Company, as of
December 31, 1996, for the five largest mutual funds available within the
Putnam Capital Manager Variable Annuity and The Director products (the two
most popular variable annuity contracts sold by the Company).

62
<PAGE> 65

Fixed MVA annuities are fixed rate annuity contracts that guarantee that a
specific sum of money will be paid in the future, either as a lump sum or as
monthly income, to an ANNUITANT. In the event that a policyholder surrenders a
policy prior to the end of a guarantee period, the MVA feature increases or
decreases the cash surrender value of the annuity in respect of any interest
rate decreases or increases, respectively, thereby protecting the Company from
losses due to higher interest rates at the time of surrender (provided that the
Company has appropriately matched its portfolio of assets supporting its fixed
MVA annuities). The amount of such payments will not fluctuate due to adverse
changes in the Company's investment return, mortality experience or expenses.
The Company's primary fixed MVA annuities are CRC(R) and The Hartford Saver(R)
and The Hartford Saver Plus(R) annuities (together, the "Saver Annuities"),
which have terms of one, three, five, six, seven, eight, nine or ten years and
an average term of approximately seven years. As of December 31, 1996, interest
rates on these contracts ranged from 3.4% to 9.3% and averaged 6.53%. CRC is a
yield-to-maturity product with guaranteed principal and interest payments and an
MVA feature (and, in general, surrender charges) triggered in the event of the
early surrender of the policy. The assets related to CRC are held in a separate
account by the Company but the guaranteed rate is supported by the general
account of the Company. The Saver Annuities are yield-to-maturity products
similar to CRC that cap the MVA feature, thereby guaranteeing a minimum rate of
return minus any surrender charge. As a result of the design of its fixed MVA
annuities, the Company allocates less capital in respect of fixed MVA annuities
than would be required for other fixed annuity products. The Company offers its
fixed MVA annuities with terms designed to provide for a spread sufficient to
meet its internal return-on-equity goals. As a result, the Company achieves a
net investment spread on its fixed MVA annuities that is generally lower than
the net investment spreads now earned by its peers for fixed annuities without
MVA features. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- General".

In 1995, the Company, in conjunction with Pacific Mutual Life Insurance
Company, formed American Maturity Life Insurance Company ("AML") (of which the
Company owns 60%) in order to enter into a ten-year exclusive arrangement with
the American Association of Retired Persons ("AARP") to sell annuities to its 33
million members through direct mail and advertising. The Company believes this
relationship improves the Company's access to the growing market of senior
Americans. The Company initially offered a fixed MVA annuity to AARP members,
but there have been only limited sales of such product by AML due to the present
interest rate environment. However, in 1997, the Company has begun to offer AARP
members a variable annuity product in an effort to better realize the benefits
of this relationship.

DEFERRED COMPENSATION AND RETIREMENT PLAN SERVICES

The Company believes that it is among the leading providers of retirement
products and services, including asset management and plan administration, to
municipalities pursuant to Section 457 of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"). At present, the Company administers
approximately 900 Section 457 plans for governmental entities, of which the
Company is the exclusive provider for 750 of such plans. These plans cover
approximately 200,000 individuals. Traditionally, Section 457 plan assets have
been held in the Company's general account but increasingly plan beneficiaries
are transferring assets into mutual funds held in separate accounts. The Company
offers a number of different funds, both fixed income and equity, to the
employees in such Section 457 plans. Generally, the Company manages the fixed
income funds offered in Section 457 plans administered by the Company.
Wellington, Fidelity Distributors Corporation, Twentieth Century Investors
Research Corporation and certain other mutual fund companies act as advisors to
the equity funds offered in Section 457 plans administered by the Company. See
"Certain Relationships and Transactions -- Intercompany
Arrangements -- Investment Management Agreements". The Section 457 savings and
retirement plan market is a mature one in which, in the belief of management,
any future growth principally will be

63
<PAGE> 66

achieved through the acquisition of business from competing companies and
through increased contributions from existing participants and individuals
eligible to be participants.

The Company also provides products and services to plans created under
Section 401(k) and 403(b) of the Internal Revenue Code. Management believes that
opportunities exist to expand its operations by building on the Company's
distribution strength in the individual annuity and Section 457 markets. The
Company also sees opportunities to market these products and services to small
employers, which management expects to be the fastest growing area of the
market.

The deferred compensation and retirement plan services products form the
majority of the Company's group annuity account value. In 1996, the Company
earned approximately 20 basis points, after tax, on its average group annuity
account value.

MUTUAL FUNDS AND OTHER INVESTMENT MANAGEMENT SERVICES

In September 1996, the Company launched eight retail mutual funds. Six of
these funds are managed by Wellington and closely resemble the Company's
Director variable annuity equity funds managed by Wellington. The other two
funds are fixed income funds managed by the Company. See "Certain Relationships
and Transactions -- Intercompany Arrangements -- Investment Management
Agreements". The Company has entered into agreements with over 150 financial
services firms to distribute these mutual funds. However, because the Company is
a recent entrant into the mutual fund business, there can be no assurance as to
the Company's success in this business. Also, the Company manages institutional
funds and provides certain other investment management services.

STRUCTURED SETTLEMENT CONTRACTS AND OTHER SPECIAL PURPOSE ANNUITY CONTRACTS

The Company also sells structured settlement contracts. These contracts
provide for periodic payments to an injured person or survivor for a generally
determinable number of years typically in settlement of a claim under a
liability policy in lieu of a lump sum settlement. Approximately 40% of the
Company's structured settlement contract sales relate to claims in respect of
policies sold by agents of The Hartford's property-casualty insurance operations
(who are paid an expense allowance). The remaining structured settlement
contract sales are made through specialty brokers. The Company also markets
other annuity contracts for special purposes such as the funding of terminated
defined benefit pension plans.

The Company reported revenues of $43.7 million, $69.2 million and $74.8
million from structured settlement and other special purpose annuity contracts,
representing 1.2%, 1.7% and 1.7% of its total revenues, in 1994, 1995 and 1996,
respectively.

MARKETING AND DISTRIBUTION

The Company's individual annuity distribution network has been developed
based on management's strategy of utilizing multiple and competing distribution
channels with variable costs in an effort to achieve the broadest distribution
possible in the geographic areas in which the Company operates. The success of
the Company's marketing and distribution system depends on its product
offerings, fund performance, successful utilization of external wholesaling
organizations, relationship with broker-dealers and banks (through which the
sale of the Company's individual annuities to customers is consummated) and
quality of customer service. See "-- Information Systems; Customer Service;
Research and Development".

64
<PAGE> 67

In general, the Company sells approximately 70% of its individual annuities
through broker-dealers and 30% of its individual annuities through banks.
Management is engaged in continuous efforts to maintain and develop strong
relationships with the broker-dealers and banks that sell the Company's
products. The following table sets forth the Company's individual annuity sales
by distribution channel for the five years ended December 31, 1996.

INDIVIDUAL ANNUITY SALES BY DISTRIBUTION CHANNEL

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------
1992 1993 1994 1995 1996
------ ------ ------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Broker-dealers..................................... $1,548 $3,124 $5,433 $5,125 $6,637
Banks(1)........................................... 664 1,108 1,572 1,822 3,204
------ ------ ------ ------ ------
Total......................................... $2,212 $4,232 $7,005 $6,947 $9,841
====== ====== ====== ====== ======
</TABLE>

- ---------------
(1) Includes sales by banks which are made through their affiliated
broker-dealers.

The Company maintains a network of approximately 1,350 broker-dealers and
approximately 450 banks (including 21 of the 25 largest banks in the United
States) through the use of wholesaling organizations, principally Planco
Financial Services, Inc. ("Planco") and Essex National Securities, Inc.
("Essex"), and strategic alliances with Putnam and Dean Witter to sell its
individual annuity products. The number of broker-dealers and banks in this
network has more than doubled since 1992. Planco, Essex, Putnam and Dean Witter
generated approximately 40%, 7%, 48% and 5%, respectively, of the Company's
total individual annuity sales in 1996. The agreements governing these
relationships have varying renewal and termination provisions but generally
provide for ongoing continuation unless one of the parties elects otherwise or
fails to reaffirm continuation on a periodic basis. The Company periodically
negotiates renewal terms for these relationships and there can be no assurance
that such renewal terms will remain acceptable to the Company or such parties.
Should one or more of these relationships terminate, on a short-term basis or
otherwise, there could be a material disruption in sales. See "Risk
Factors -- Dependence on Certain Third-Party Relationships".

The Putnam relationship commenced in 1988, Planco in 1986, Essex in 1990
and Dean Witter in 1994. Putnam is an investment management firm that sells the
Company's individual variable annuity products, which are based on
Putnam-managed funds, through broker-dealers and banks. Planco, a privately held
independent wholesaling organization, distributes certain of the Company's
products to broker-dealers and banks. Essex, a registered broker-dealer,
wholesales a number of the Company's products to banks and other financial
institutions. Dean Witter sells a proprietary variable annuity created by the
Company based on Dean Witter-managed funds through its own network of
broker-dealers, as well as the Company's CRC product.

The Company also uses this distribution network to sell products other than
individual annuities. Putnam and Planco sell single premium variable life
products through broker-dealers and Planco sells Section 401(k) plan services
and is the exclusive broker-dealer wholesaler for the Company's family of mutual
funds. In addition to Planco, the Annuity segment uses internal personnel with
extensive experience in the Section 457 market, as well as access to the Section
401(k) market, to sell its products and services in the deferred compensation
and retirement plan market. Structured settlements are sold through The
Hartford's property-casualty insurance operations and certain specialty brokers
using a small group of internal personnel. Special purpose annuity contracts are
sold through different organizations and distribution mechanisms depending on
the ultimate use of the annuity contract.

65
<PAGE> 68

INDIVIDUAL LIFE INSURANCE

GENERAL

The Individual Life Insurance segment sells a variety of individual life
insurance products. The Company's in force life insurance consists of a variety
of variable life, universal life, interest-sensitive whole life and term life
insurance policies. The Company's business also includes traditional whole life,
which was sold in prior years, and modified guaranteed life, which was acquired
in the Fidelity Bankers and Pacific Standard acquisitions. The Company presently
has policies in force for approximately 500,000 customers. The Company focuses
in this segment particularly on the high-end estate and business planning
markets and believes it is one of the leading competitors in these markets based
on its relatively high average face value per policy. NEW ANNUALIZED WEIGHTED
PREMIUMS of individual insurance life policies reached $130 million in 1996, $75
million of which was variable life, $46 million of which was universal life,
traditional or interest-sensitive whole life and $7 million of which was term
life. The Company also has recently begun to develop its single premium variable
life business, which accounted for $20 million of the $75 million of variable
life sales in 1996. In addition, through this segment the Company sells
individual disability coverage for loss of income for professionals, corporate
executives, business owners and administrative support personnel in the event of
a disabling accident or illness. The Company has only recently entered the
individual disability market and its current business in this area is
immaterial.

The following table illustrates, for the five years ended December 31,
1996, sales of individual life insurance and changes in individual life
insurance account value and aggregate life insurance in force, with internal
growth and acquisitions separately identified.

INDIVIDUAL LIFE INSURANCE SEGMENT ANNUAL SALES, ACCOUNT VALUE AND IN FORCE

<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------
1992 1993 1994 1995 1996
------- ------- ------- ------- -------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
ANNUAL SALES(1)
Variable life.............................. $ -- $ 1 $ 10 $ 27 $ 75
Universal life/Interest-sensitive whole 77 80 72 71 46
life....................................
Term life.................................. 11 13 10 7 7
Other...................................... 2 2 2 2 2
---- ---- ------ ------ ------
Total................................. $ 90 $ 96 $ 94 $ 107 $ 130
==== ==== ====== ====== ======
ACCOUNT VALUE
Internal
Variable life.............................. $ -- $ 4 $ 20 $ 158 $ 604
Universal life/Interest-sensitive whole 708 872 1,066 1,265 1,534
life....................................
Other...................................... 108 115 119 117 109
---- ---- ------ ------ ------
Total................................. $ 816 $ 991 $ 1,205 $ 1,540 $ 2,247
==== ==== ====== ====== ======
Acquisitions(2)
Universal life/Interest-sensitive whole $ -- $ 136 $ 251 $ 197 $ 208
life....................................
Modified guaranteed life................... -- 736 836 821 781
---- ---- ------ ------ ------
Total................................. $ -- $ 872 $ 1,087 $ 1,018 $ 989
==== ==== ====== ====== ======
</TABLE>

66
<PAGE> 69

<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------
1992 1993 1994 1995 1996
------- ------- ------- ------- -------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
IN FORCE
Internal
Variable life.............................. $ -- $ 158 $ 700 $ 1,645 $ 4,946
Universal life/Interest-sensitive whole 21,208 25,243 27,751 30,416 31,012
life....................................
Term life.................................. 8,098 10,705 11,711 11,507 11,623
Other...................................... 114 125 131 144 155
---- ---- ------ ------ ------
Total................................. $29,420 $36,231 $40,293 $43,712 $47,736
==== ==== ====== ====== ======
Acquisitions(2)
Universal life/Interest-sensitive whole $ -- $ 1,583 $ 2,784 $ 2,578 $ 2,560
life....................................
Term life.................................. -- 96 428 365 369
MODIFIED GUARANTEED LIFE................... -- 1,416 1,715 1,624 1,478
---- ---- ------ ------ ------
Total................................. $ -- $ 3,095 $ 4,927 $ 4,567 $ 4,407
==== ==== ====== ====== ======
</TABLE>

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

(1) Individual life insurance sales are recorded as new annualized weighted
premiums, except that, prior to 1994, some of the related data is recorded
on a paid weighted premium basis, which only records premium collected, and
thus is not directly comparable.

(2) This data reflects the individual life insurance portion of the Fidelity
Bankers, Pacific Standard and Investors Equity blocks of business
assumptions.

PRODUCTS

VARIABLE LIFE. Variable life insurance provides a return linked to an
underlying portfolio. The Company allows policyholders to determine their
desired asset mix among a variety of mutual funds. As the total return on the
investment portfolio increases or decreases, as the case may be, the death
benefit or surrender value of the variable life policy may increase or decrease.
The Company's single premium variable life product provides a death benefit to
the policy beneficiary based on a single premium deposit. Variable life policies
represented 58% of new annualized weighted premiums for individual life
insurance products for the year ended December 31, 1996. The Company's variable
life insurance portfolio also includes products with a second-to-die feature.
These products are distinguished from other variable life insuance products in
that two lives are insured rather than one, and the policy proceeds are paid
upon the second death of the two insureds. Second-to-die policies are used in
individual estate planning, often to fund estate taxes for a married couple.

UNIVERSAL AND INTEREST-SENSITIVE WHOLE LIFE. Universal life and
interest-sensitive whole life insurance coverages provide life insurance with
adjustable rates of return based on current interest rates. The Company offers
both flexible and fixed premium policies. These policies provide policyholders
flexibility in the available coverage, the timing and amount of premium payments
and the amount of the death benefit, provided there are sufficient policy funds
to cover all policy charges for the coming period. Universal life and
interest-sensitive whole life insurance policies represented 35% of new
annualized weighted premiums for individual life insurance products for the year
ended December 31, 1996. The Company also sells universal life insurance
policies with a second-to-die feature similar to that of the variable life
insurance product described above.

OTHER. The Company also offers individual term life and individual
disability insurance, although the Company has a limited presence in these
markets. However, management believes there may be opportunities to successfully
sell term insurance through banks and broker-dealers and is currently developing
term insurance products to sell through these distribution channels. Also, the
Company's individual disability insurance product is offered in a guaranteed
renewable contract, designed to minimize the Company's risk by allowing for
future premium increases in the event of greater than expected morbidity.

67
<PAGE> 70

MARKETING AND DISTRIBUTION

The Individual Life Insurance distribution system is segregated into two
product types: those products designed for high-end estate and business planning
and those products designed for protection against lost income from death to
cover basic needs such as mortgage payments (referred to as "middle income"
sales). The high-end estate and business planning organization is managed
through a sales office system of qualified life insurance professionals with
specialized training in sophisticated life insurance sales. These employees have
access to approximately 137,000 licensed life insurance agents. High-end sales
also occur in certain regions of the United States through ELAR Partners LLC
("ELAR"), a group of independent life insurance marketing organizations. The
middle income sales force is led by a group of internal employees who use lead
generation techniques to sell insurance through a collection of independent
sales organizations. The success of the Company's marketing efforts in its
Individual Life Insurance segment primarily depends on the breadth and quality
of its life insurance products, the competitiveness of its pricing, its
relationships with its third-party distributors and the quality of its customer
service. See "-- Information Systems; Customer Service; Research and
Development". Approximately 74% of the Company's new sales of individual life
insurance policies (measured by new annualized weighted premiums) in 1996 were
consummated through the Company's internal estate and business planning sales
force and ELAR in conjunction with life insurance professionals, The Hartford's
property-casualty agents and broker-dealers, 11% were sold to the middle income
market through licensed life insurance agents and 15% were single premium
variable life insurance contracts sold through the bank and broker-dealer
distribution network of the Annuity segment. Approximately $12 million, or 9%,
of the Company's 1996 sales in the Individual Life Insurance segment were
consummated through The Hartford's property-casualty agents.

EMPLOYEE BENEFITS

GENERAL

The Employee Benefits segment consists of two areas of operation: Group
Insurance and Specialty Insurance Operations. The Company markets group
insurance products, including group life insurance , group short- and long-term
managed disability, stop loss and supplementary medical coverage to employers
and employer-sponsored plans and accidental death and dismemberment, travel and
special risk coverage to employers and associations. The Company also offers
disability underwriting, administration, claims processing services and
reinsurance to other insurers and self-funded employer plans. The Specialty
Insurance Operations unit consists of the Company's COLI business, life/health
reinsurance operations and international operations.

68
<PAGE> 71

The following table sets forth, for the five years ended December 31, 1996,
net earned premiums for group insurance products, reserves for group insurance
products and the COLI account value held in the Company's general account and
separate accounts.

EMPLOYEE BENEFITS SEGMENT PREMIUMS, RESERVES AND ACCOUNT VALUE

<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------------
1992 1993 1994 1995 1996
------ ------ ------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
GROUP INSURANCE PREMIUMS
Group Disability...................... $ 252 $ 285 $ 352 $ 419 $ 551
Group Life............................ 274 291 308 361 432
Other................................. 315 280 314 323 346
------ ------ ------ ------ ------
Total............................ $ 841 $ 856 $ 974 $1,103 $1,329
====== ====== ====== ====== ======
GROUP INSURANCE RESERVES
Group Disability...................... $ 549 $ 691 $ 857 $1,030 $1,268
Group Life............................ 220 270 294 325 389
Other................................. 287 263 261 278 277
------ ------ ------ ------ ------
Total............................ $1,056 $1,224 $1,412 $1,633 $1,934
====== ====== ====== ====== ======
COLI ACCOUNT VALUE
General Account....................... $ 864 $1,549 $2,308 $3,566 $4,028
Separate Account...................... -- -- 897 3,484 4,441
------ ------ ------ ------ ------
Total............................ $ 864 $1,549 $3,205 $7,050 $8,469
====== ====== ====== ====== ======
</TABLE>

GROUP INSURANCE

The Company provides life, disability and other group insurance coverage to
large and small employers across the United States. The Company estimates that
this aggregate coverage is maintained for the benefit of over 15 million
individuals. The Company had approximately $1.3 billion of premiums for group
insurance in 1996, of which $432 million is attributable to group life insurance
coverage and $551 million is attributable to group disability coverage (and of
which $23 million of such group life insurance premiums and $78 million of such
disability premiums related to the acquisition of a block of business from North
American Life Assurance Company of Toronto ("NAL")). The Company sells its
product line to employers through brokers and consultants and to multiple
employer groups through its relationships with trade associations. Management
believes that the comparative quality of its underwriting and claims management
provides a competitive advantage in the group disability insurance business. In
addition, all group life insurance policies sold by the Company are term
insurance, generally with one- to two-year rate guarantees. This allows the
Company to make adjustments in rates or terms of its policies in order to
minimize the adverse effect of various market trends.

The Company is one of the largest participants in the "large case" market
of the group disability insurance business. The large case market, as defined by
the Company, generally consists of group disability policies covering over 1,000
employees in a particular company. As of December 31, 1996, the Company had
approximately 530 group disability contracts in force in the large case market,
covering an estimated 3 million employees. Management believes that further
opportunities exist in the "small" and "medium case" group markets due to the
Company's name recognition and reputation and managed disability and claims
administration capabilities. The Company intends to continue to expand its
operations in both the small and medium case markets. As of December 31, 1996,
the Company had sold approximately 22,500 and 585 group disability contracts in
the small and medium case markets, respectively, covering an estimated 600,000
and 335,000 employees, respectively. The Company's efforts in the group
disability area focus on early intervention, return-to-work programs, reduction
of long-term disability claims and successful rehabilitation. The

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Company also works with disability claimants to improve the receipt rate of
Social Security offsets (i.e., reducing payment of benefits by the amount of
Social Security payments received).

Managed disability coverage is the flagship product for the Company's group
disability insurance operations. The Company emphasizes early claimant
intervention in this coverage in an effort to facilitate a disabled claimant's
return to work and to contain costs. The Company's newest generation of managed
disability is the Ability Assurance(R) program in which the Company offers an
expanded set of services to disabled employees of the Company's group disability
customers. Management believes its individualized approach to claim servicing,
as well as its incentive to control costs, leads to an overall reduction in the
cost of group disability coverage for employers and thus provides an important
competitive advantage.

GROUP SHORT-TERM DISABILITY. Short-term disability benefit plans provide a
weekly benefit amount (typically 60% to 70% of the employees earned income up to
a specified maximum benefit) to insured employees when they are unable to work
due to an accident or an illness. Most of these benefit plans begin providing
benefits immediately for accidents, or typically following a one-week waiting
period for sickness, and continue providing benefits for a limited term,
generally 52 weeks or less. Short-term disability, excluding the NAL block of
business, accounted for $104 million, or 8%, of net earned premiums from group
insurance products for the year ended December 31, 1996.

GROUP LONG-TERM DISABILITY. Long-term disability insurance provides a
monthly benefit for those periods of time not covered by a short-term disability
benefits plan when insured employees are unable to work due to disability.
Employees may receive total or partial disability benefits. Most of these
policies begin providing benefits following 90- or 180-day waiting periods and
continue providing benefits until the employee reaches age 65-70. Long-term
disability benefits are paid monthly and are limited to a portion, generally
50-70%, of the employee's earned income up to a specified maximum benefit.
Premiums for long-term disability coverage are based upon expected claim
incidence rates and duration of claims of the insured group, as well as
assumptions concerning operating expenses and future interest rates. Long-term
disability, excluding the NAL block of business, accounted for $369 million, or
28%, of net earned premiums from group insurance products for the year ended
December 31, 1996.

GROUP TERM LIFE. Group term life insurance provides term coverage to
employees and their dependents for a specified period and has no accumulation of
cash values. The Company works to distinguish itself from its competitors by
offering innovative options for its basic group life insurance coverage,
including portability of coverage and a living benefit option, whereby
terminally ill policyholders can receive death benefits prior to their death.
Premiums for group life insurance coverage are based upon the expected mortality
of the insured group, as well as operating expense and interest rate
assumptions. Group term life insurance, excluding the NAL block of business,
accounted for $409 million, or 31%, of net earned premiums from group insurance
products for the year ended December 31, 1996.

OTHER. The Company also provides term life insurance, accidental death and
dismemberment, travel accident, hospital indemnity, medicare supplement and
other coverages primarily to individual members of various associations as well
as employee groups. The Company provides excess of loss medical coverage (known
as "stop loss" insurance) to employers who self-fund their medical plans and pay
claims using the services of a third-party administrator.

SPECIALTY INSURANCE OPERATIONS

The Specialty Insurance Operations unit consists of a collection of niche
businesses, including International Corporate Marketing Group ("ICMG"), which
contains the Company's COLI operations, ITT Hartford International Life
Reassurance Corporation ("HLRe"), a specialty reinsurer, and the Company's
international operations.

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The Company is a leader in the COLI market and provides coverage for
approximately 400,000 individuals. COLI is life insurance purchased by a company
on the life of its employees, with the company named as the beneficiary under
the policy. Through the purchase of COLI, corporations have been able to use the
favorable tax treatment of life insurance to fund a variety of employee benefit
liabilities such as post-retirement health care and non-qualified benefit
programs. In 1992, the Company acquired the $5.6 billion COLI business of Mutual
Benefit, an insurance company presently in insolvency proceedings. Under two
coinsurance agreements between the Company and Mutual Benefit whereby Mutual
Benefit reinsured the Company for $3.5 billion of the purchased business and
certain newly written business, Mutual Benefit was required to secure the
coinsured liabilities by depositing assets at least equal to 100% of the
coinsured liabilities in certain trust accounts held for the benefit of the
Company. These trust accounts were established in 1992 in an amount equal to
$3.5 billion. The assets held in the two trust accounts comprise cash, Mutual
Benefit's interest in policy loans on the coinsured business, certain
investment-grade bonds and other securities that the trustee is permitted to
hold under the terms of the trust agreements. The terms of these coinsurance
agreements were approved by the New Jersey state court overseeing the insolvency
of Mutual Benefit. Mutual Benefit subsequently assigned its rights and
obligations under such coinsurance agreements, as well as the bulk of its
business, to MBL Life Assurance Corporation ("MBL"). Mutual Benefit is currently
subject to a final order of liquidation and, pending the disposition of certain
assets unrelated to the Company, is expected to be dissolved. In addition, the
rehabilitation plan under which MBL is operating the business assumed from
Mutual Benefit, including the coinsurance arrangements, has been approved by the
court. As a result of the security provided by these court-approved trusts,
management believes that the Company is not affected by the outcome of Mutual
Benefit's insolvency proceedings.

The Company retained the Mutual Benefit dedicated COLI staff and formed
ICMG, 60% of which is owned by the Company and 40% of which is owned by MBL. The
Company has the right to acquire the remaining 40% of ICMG in November 1997 by
paying MBL 40% of ICMG's earnings (which are substantially the same as its cash
flow) over the following five years.

Until the passage of the HIPA Act of 1996, the Company sold two principal
types of COLI, leveraged and variable. The HIPA Act of 1996 phases out the
deductibility of interest on policy loans under COLI by 1998, thus eliminating
all future sales of leveraged COLI. Leveraged COLI is a fixed premium life
insurance policy owned by a company or a trust sponsored by a company. The
proceeds from such a policy help to fund general corporate liabilities such as
deferred compensation plans or post-retirement obligations. This general account
policy provides cash flow flexibility and optimizes certain tax advantages for a
company or trust by allowing it to borrow the policy cash value and receive
certain interest deductions on such policy loans. The Company's leveraged COLI
product has been an important contributor to its profitability in recent years
and will continue to contribute to the profitability of the Company although
such contribution will be reduced in the future due to the effects of this
legislation. VARIABLE COLI continues to be a product used by employers to fund
non-qualified benefits or offset other post-employment benefits liabilities, but
does not provide the same cash flow or tax advantages generated by leveraged
COLI. See "Risk Factors -- Adverse Effect of Legislation and Regulatory
Actions".

In 1993, the Company also purchased HLRe (formerly known as American
Skandia Life Reinsurance Corporation), a specialty insurance subsidiary that
focuses on life/health reinsurance markets, especially the COLI market, from
American Skandia Life Assurance Corporation. The leveraged COLI business of HLRe
has been adversely affected by the HIPA Act of 1996 in a manner similar to the
Company's ICMG COLI business. The Company recently signed an agreement to sell
its conventional block of reinsurance to Cologne Life Reinsurance Company. This
transaction, which the Company expects to close during 1997, will not have a
material effect on the Company's results of operations.

The Company recently initiated an international expansion strategy to
diversify its risk exposure and expand its business opportunities in
international markets. In June 1994, the Company

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consummated its initial international investment outside North America by
forming ITT Hartford Sudamericana Holding, S.A. ("HSH"), a joint venture with a
group of Argentine insurance executives, of which the Company owns 60%. Through
this joint venture, the Company operates several subsidiaries devoted to life
insurance, retirement annuities, life insurance brokerage and pensions. In 1995,
the Company expanded its activities in Argentina by initiating reinsurance
coverage for Argentina's developing life insurance market. In 1996, HSH and
Banco de Galicia y Buenos Aires, S.A. formed a joint venture to operate an
insurance business in a number of countries throughout South America. The
Company also recently has formed two Brazilian joint ventures, Icatu Hartford
Capitalizacao, S.A. and Icatu Hartford Seguros, S.A., each with Itaborai
Participacoes S.A. (known as Grupo Icatu), a broad-based financial services
company in Brazil, to sell life insurance, savings products, specialty health
insurance and pensions. Management views each of these international joint
ventures as a long-term project. As of December 31, 1996, the Company has
invested less than $100 million of start-up capital in all its existing
international operations. The Company plans to pursue other international
opportunities in Latin America from time to time as it deems appropriate.

MARKETING AND DISTRIBUTION

The Company uses an experienced group of Company employees to distribute
its group insurance products and services through a variety of distribution
outlets. These channels include insurance agents, brokers, associations and
third-party administrators. The Company sells its COLI products through Company
employees working with brokers and consultants specializing in the COLI market.
The success of the Company's distribution efforts in the group insurance and
specialty insurance markets primarily depends on the variety and quality of its
product offerings, the Company's relationships with its third-party distributors
and the quality of its customer service, particularly in the case of its
disability products. See "-- Information Systems; Customer Service; Research and
Development". In addition, the Company benefits from its historical and ongoing
public relations and advertising campaign. In particular, the Company's recent
Break Away(SM) campaign, designed to showcase the achievements of disabled
athletes, has received favorable reviews in the market.

GUARANTEED INVESTMENT CONTRACTS

GENERAL

The Guaranteed Investment Contracts segment consists of GRC supported by
either the Company's general account or a guaranteed separate account.
Historically, a significant majority of these contracts was sold as general
account contracts with fixed rates and fixed maturities. The Company decided in
1995, after a thorough review of the guaranteed investment contract market, to
significantly de-emphasize general account GRC, choosing instead to focus its
distribution efforts on products sold by its other segments and selling general
account GRC primarily as an accommodation to customers. As a result, the Company
substantially withdrew from the general account GRC business in 1995 and, since
1994, sales of these products have declined dramatically. From 1992 to 1994, the
Company sold over $5 billion of GRC. In contrast, the Company sold only $169
million of GRC in 1996, $108 million of which were general account GRC. In the
first quarter of 1997, the Company wrote $13 million of general account GRC
(most of which were renewals to existing customers).

The Company internally segregates its Guaranteed Investment Contracts
segment into two distinct blocks of business which are separately managed. The
Company's GRC business sold prior to December 31, 1994 (including amounts sold
prior to this date where the cash was not received by the Company, and thus
recorded as a sale, until early in 1995) is referred to as Closed Book GRC.
Closed Book GRC contains a segregated portfolio of assets monitored and managed
on a liquidating basis; however, such designation as a "segregated" portfolio is
only for internal management purposes and has no legal or regulatory effect.
Management expects that the net

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income or loss from Closed Book GRC in the years subsequent to 1996 will be
immaterial. For a further discussion of Closed Book GRC, see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Results of Operations for the Years Ended December 31, 1994, 1995
and 1996 -- Guaranteed Investment Contracts Segment Results -- Closed Book GRC".

The following table illustrates, for the five years ended December 31,
1996, new sales and account value for the Guaranteed Investment Contracts
segment.

NEW SALES AND ACCOUNT VALUE

<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------
1992 1993 1994 1995 1996
------ ------ ------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Guaranteed investment contract sales................... $1,608 $1,730 $1,732 $ 893 $ 169
Account value
General account................................... 5,673 6,216 7,257 5,722 4,124
Guaranteed separate account....................... 182 193 124 346 408
------ ------ ------ ------ ------
Total account value.......................... $5,855 $6,409 $7,381 $6,068 $4,532
====== ====== ====== ====== ======
</TABLE>

PRODUCTS

GENERAL ACCOUNT PRODUCTS. General account GRC provides a guaranteed rate
of return on investment (generally for a fixed period of time) on funds
deposited with the Company. Deposits can be made in a lump sum or in periodic
payments. The customer may choose between a fixed rate of interest or a floating
rate of interest tied to an index.

SEPARATE ACCOUNT PRODUCTS. Separate account GRC either provides a limited
guarantee of a certain rate of return on investment, with further upside
potential if performance of the assets supporting the contract dictates, or a
guaranteed rate of return tied to an index such as LIBOR. The assets supporting
these products are held in a guaranteed separate account.

MARKETING AND DISTRIBUTION

Sales of GRC products are generated by an internal sales force of the
Company. Historically, these individuals primarily sold GRC. Given that the
Company has substantially withdrawn from the general account GRC business, these
individuals now focus on other products sold by the Company and generally sell
general account GRC primarily as an accommodation to customers.

INFORMATION SYSTEMS; CUSTOMER SERVICE; RESEARCH AND DEVELOPMENT

The Company has significantly enhanced its systems capabilities in recent
years. Over the last three years, the Company has spent over $20 million for
systems technology and is projected to spend approximately $30 million over the
next two years. The Company currently maintains a decentralized network of
systems designed to meet the specific business needs of each of its units and is
in the process of fully integrating this system throughout the Company.
Management believes that such technology will improve workflow and document
management, develop processing economies of scale and facilitate communications
with customers. The Company also is on-line with many of its bank and
broker-dealer distributors to facilitate the marketing, sales and servicing
process.

The Company focuses on the maintenance and expansion of its distribution
system and customer base through quality customer service and efficient policy
administration. In that regard, management continuously focuses attention on
productivity improvements and process reassessments. As part of these efforts,
the Company creates quality service standards based upon industry studies which
are used to evaluate the Company's overall performance. Management believes its
service performance compares favorably with other life insurance companies. The
Company received one of the five Quality Tested Service Seals awarded in 1996 in
the variable annuity

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industry by DALBAR, which recognized the Company's achievement of the highest
tier of service in that industry. The Company's implementation of a new
state-of-the-art administration and customer service system has further improved
its ability to process new business applications, apply policyholder funds, pay
commissions, respond to customer inquiries and provide valuable management
information.

The Company's product development process is largely market and customer
driven, with each of the Company's units attempting to respond to and anticipate
the needs of its customers. Employees from the Company's sales, actuarial,
underwriting, accounting and administration operations are included in this
process at an early stage to ensure that pricing and underwriting are
coordinated and that administrative support is efficient and developed on a
cost-effective basis. After the initiation of a product, the Company monitors
sales and pricing assumptions to identify any adjustments necessary to maintain
sufficient profitability. Also, the Company maintains close contact with the
distributors to ensure that its new and established products and/or services
satisfy the targeted customer needs.

UNDERWRITING AND PRICING

The Company follows detailed and uniform underwriting practices and
procedures for its Individual Life Insurance segment designed to properly assess
and quantify risks before issuing coverage to qualified applicants. The Company
has underwriters who evaluate policy applications on the basis of the
information provided by the applicant and others. If the policy amount exceeds
certain prescribed dollar limits, a prospective policyholder must submit to a
variety of underwriting tests, such as medical examinations, electrocardiograms,
blood tests, urine tests, treadmill tests, chest X-rays and inspection reports.
Underwriting requirement limits are scrutinized against industry standards to
prevent anti-selection and to stay abreast of industry trends. Acquired Immune
Deficiency Syndrome ("AIDS") is expected to continue to adversely affect
mortality for the life insurance industry. Where permitted by law, the Company
has responded by considering AIDS information in underwriting and pricing
decisions. At the present time, comprehensive blood test screening, including
tests for the AIDS antibody, is performed on approximately 90% of all business
written.

The Company employs prudent underwriting standards to protect the quality
of its group life and group disability insurance business. The Company has
developed standard rating systems for each product line based on its past
disability experience and relevant industry experience. The Company updates its
manual rates on an ongoing basis and periodically reviews the quality of its
group life and group disability underwriting. Company underwriters evaluate the
risk characteristics of each prospective insured group. The premium rate quoted
to a prospective insured group is based on a standard rate and, for larger
groups, the group's past claims experience rate. Of the Company's group life and
group disability insurance business, over 80% is renewal business from which the
Company seeks annual rate increases where appropriate. The Company maintains a
persistency rate of approximately 85% to 90% with respect to its group life and
group disability insurance business.

The Company is not obligated to accept any policy or group of policies from
any distributor. Policies are underwritten on their merits and are not issued
without having been examined and underwritten individually. In addition, the
Company's policies generally afford it the flexibility to adjust dividend scales
and to increase rates charged to its policyholders (subject to specified maximum
charges) in order to provide for increased mortality and/or morbidity
experience. Management believes that its underwriting standards produce
mortality and morbidity results consistent with the assumptions used in product
pricing, while also allowing competitive risk selection.

Management believes that a competitive strength of the Company is its
ability to coordinate underwriting and product pricing. Product pricing on group
and individual insurance products is

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based on the expected pay-out of benefits calculated through the use of
assumptions for mortality, morbidity, expenses, persistency and investment
returns, as well as certain macroeconomic factors such as inflation.
Investment-oriented products are priced based on various factors, including
investment return, expenses and persistency, depending on the specific product
features. Product specifications are designed to prevent greater than expected
mortality and the Company periodically monitors mortality and morbidity
assumptions. Ongoing internal underwriting audits, conducted at multiple levels,
also monitor consistency of underwriting requirements and philosophy. The
Company's underwriters have extensive experience in the field and the Company is
committed to periodic retraining in order to keep its underwriters familiar with
the latest industry trends.

RESERVES

In accordance with applicable insurance regulations, the Company
establishes and carries as liabilities actuarially determined reserves which are
calculated to meet the Company's future obligations. The reserves are based on
actuarially recognized methods using prescribed morbidity and mortality tables
in general use in the United States, which are modified to reflect the Company's
actual experience when appropriate. These reserves are computed at amounts that,
with additions from premiums to be received and with interest on such reserves
compounded annually at certain assumed rates, are expected to be sufficient to
meet the Company's policy obligations at their maturities or in the event of an
insured's death. Reserves include unearned premiums, premium deposits, claims
reported but not yet paid, claims incurred but not reported and claims in the
process of settlement. The Company's reserves for assumed reinsurance are
computed on bases essentially comparable to direct insurance reserves.

For the Company's individual life policies, universal life and
interest-sensitive whole life reserves are set according to premiums collected,
plus interest credited, less charges. Other fixed death benefit reserves are
based on assumed investment yield, persistency, mortality and morbidity as per
commonly used actuarial tables, expenses and margins for adverse deviations. For
the Company's group disability policies, the level of reserves is based on a
variety of factors including particular diagnoses, termination rates and benefit
payments.

The stability of the Company's annuity and other interest-sensitive life
insurance reserves is enhanced by policy restrictions on withdrawal of funds.
Withdrawals in excess of allowable penalty-free amounts are assessed a surrender
charge during a penalty period of approximately seven years. Such surrender
charge is initially a percentage of the accumulation value, which varies by
product, and generally decreases gradually during the penalty period. Surrender
charges are set at levels to protect the Company from loss on early terminations
and to reduce the likelihood of policyholders terminating their policies during
periods of increasing interest rates, thereby lengthening the effective duration
of policy liabilities and improving the Company's ability to maintain
profitability on such policies. In addition, the Company's fixed MVA annuities
discourage surrender by policyholders. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources -- Operating Subsidiaries". The Company's reserves comply in all
material respects with state insurance department statutory accounting
practices; however, in the Company's consolidated financial statements, life
insurance reserves are determined in accordance with GAAP, which may vary from
statutory accounting practices.

REINSURANCE

The Company follows the standard industry practice of reinsuring ("CEDING")
portions of its insurance risks with other insurance companies under traditional
indemnity reinsurance agreements. This practice permits the Company to write
policies in amounts larger than the risk it is willing to retain. Each of the
Company's lines of business enters into reinsurance arrangements with different
insurance carriers as it deems appropriate. In general, the Company has entered
into yearly renewable term insurance contracts. The Company's method for
allocating reinsurance obligations among such reinsurers varies by product line.
As of December 31, 1994, 1995 and 1996, the amount

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of premiums ceded to third-party reinsurers totaled $184 million, $313 million
and $413 million, respectively. The Company's principal unaffiliated reinsurers
of individual life insurance policies at December 31, 1996 (and their
corresponding A.M. Best rating as of June 30, 1996) were: Lincoln National Life
Insurance Company ("A+"), Manulife Reassurance Corporation("A++"), Sun Life
Assurance Company of Canada ("A++") and TMG Life Insurance Company ("A++"). As
of December 31, 1996, the life insurance in force ceded to each of these
reinsurers was $1.7 billion, $3.6 billion, $2.0 billion and $1.7 billion,
respectively, which, in the aggregate, constituted approximately 21% of the
Company's total ceded life insurance in force, other than amounts ceded in
respect of COLI. As of December 31, 1996, the Company also ceded approximately
$24 billion of individual and group life insurance in force to companies
affiliated with The Hartford and assumed approximately $122 million of premiums
relating to stop loss and short-term disability insurance sold by the Company
but written by a number of The Hartford's property-casualty subsidiaries.

Reinsurance does not discharge the Company's obligations to pay policy
claims on the reinsured business. The Company remains responsible for policy
claims to the extent the reinsurer fails to pay such claims. The Company
therefore seeks to enter into reinsurance treaties with highly rated reinsurers
that have passed an internal due diligence review. At December 31, 1996,
excluding any reinsurance with its affiliates, of the $347 billion of gross
insurance in force, the Company had ceded to reinsurers approximately $89
billion of insurance in force.

The Company uses reinsurance to manage the net exposure in its individual
life and group life insurance lines of business. The risks that are reinsured
vary by product line. The Company does not currently reinsure any of the risks
associated with group short-term disability insurance. As of January 1, 1997,
the Company increased the level at which it retains the risk on any one
individual life insurance policy to $2.5 million from $1.25 million. The Company
reinsures mortality risk in excess of $1,000,000 on any single life covered by a
group life insurance policy and retains no more than $8,000 of monthly benefits
per insured life on group long-term disability policies. In addition, the
Company reinsures its accidental death and dismemberment and group travel
businesses for coverage exposure in excess of $250,000 per life and maintains
catastrophic coverage of up to $200 million for exposure in excess of $500,000
where more than two policyholders are involved in a catastrophe. The Company's
COLI business, which was acquired from Mutual Benefit, is 84% reinsured,
primarily through Mutual Benefit and its successor, MBL Life Assurance
Corporation, and assets have been placed in a security trust to support the
reinsurance recoverable asset which was $3.5 billion in 1992 and $3.8 billion as
of December 31, 1996.

INVESTMENT OPERATIONS

GENERAL

The Company's investment operations are managed by its investment strategy
group which reports directly to senior management of the Company and consists of
a risk management unit and portfolio management unit. The risk management unit
is responsible for monitoring and managing the Company's asset/liability profile
and establishing investment objectives and guidelines. The portfolio management
unit is responsible for determining, within specified risk tolerances and
investment guidelines, the general asset allocation, duration, CONVEXITY and
other characteristics of the Company's general account and guaranteed separate
account investment portfolios. The investment staff of The Hartford executes the
strategic investment decisions of the portfolio management unit, including the
identification and purchase of securities that fulfill the objectives of the
investment strategy group.

The primary investment objective of the Company for its general account and
guaranteed separate accounts is to maximize after-tax returns consistent with
acceptable risk parameters (including the management of the interest rate
sensitivity of invested assets to that of policyholder obligations). The Company
is exposed to two primary sources of investment risk: credit risk, relating to
the uncertainty associated with the continued ability of a given obligor to make
timely

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payments of principal and interest, and interest rate risk, relating to the
market price and/or cash flow variability associated with changes in market
YIELD CURVES. The Company manages credit risk through industry and issuer
diversification and asset allocation. The Company manages interest rate risk as
part of its asset/liability management strategies, including the use of certain
hedging techniques (which may include the use of certain financial derivatives),
product design, such as the use of MVA features and surrender charges, and
proactive monitoring and management of certain non-guaranteed elements of the
Company's products (such as the resetting of credited interest rates for
policies that permit such adjustments). For a further discussion of hedging
strategies, including derivatives utilization, see "-- Asset/Liability
Management Strategies", as well as notes to consolidated financial statements
included elsewhere in this Prospectus.

The Company's separate accounts reflect two categories of risk assumption:
non-guaranteed separate accounts totaling $39.4 billion as of December 31, 1996,
wherein the policyholder assumes substantially all of the risk and reward, and
guaranteed separate accounts totaling $10.4 billion as of December 31, 1996,
wherein the Company contractually guarantees either a minimum return or account
value to the policyholder. The investment strategy followed varies by fund
choice, as outlined in the applicable fund prospectus or separate account plan
of operations. Non-guaranteed products include variable annuities and variable
life insurance contracts. The funds underlying such contracts are managed by the
investment staff of The Hartford and a variety of independent money managers,
including Wellington, Putnam and Dean Witter. Guaranteed separate account
products primarily consist of modified guaranteed individual annuities and
modified guaranteed life insurance, and generally include MVA features to
mitigate the disintermediation risk in the event of surrenders. Virtually all
the assets in the guaranteed separate accounts are fixed maturity securities
and, as of December 31, 1996, $10.2 billion, or approximately 99%, of the fixed
maturity securities portfolio within the guaranteed separate accounts were
investment grade or better. See "-- Asset/Liability Management Strategies".

The Company's general account consists of a diversified portfolio of
investments. Although all the assets of the general account support all the
Company's liabilities, the Company's investment strategy group has developed
separate investment portfolios for specific classes of product liabilities
within the general account. The investment strategy group works closely with the
business lines to develop investment guidelines, including duration targets,
asset allocation and convexity constraints, asset/liability mismatch tolerances
and return objectives, for each product line in order to achieve each such
product line's individual risk and return objectives. For example, fixed
maturities are managed according to duration and return guidelines based
generally on the duration, cash payment and other characteristics of the
underlying liabilities. Fixed maturities in the Company's general account are
identified as available for sale and are carried at fair value with the net
unrealized investment gains and losses reflected as a component of stockholder's
equity. Equity securities are stated at fair value.

EFFECTS OF INTEREST RATES ON INVESTMENT OPERATIONS

From June 1991 to September 1993, interest rates fell more than 300 basis
points. This dramatic decline in rates, combined with an unprecedented push by
financial intermediaries to refinance mortgages, resulted in prepayment levels
substantially above the expectations and historical experience for the entire
investment community, including the Company.

In particular, the duration of the Company's CMO holdings in the Closed
Book GRC investment portfolio significantly shortened. Hedging performed to
mitigate prepayment acceleration in this portfolio was insufficient to cover
actual prepayment experience. As interest rates rose in 1994, prepayment
activity declined as fast as it had accelerated during the falling interest rate
environment, causing the duration of the CMO holdings in the Closed Book GRC
investment portfolio to extend relative to expectations. Thus, the effect of
actions taken by the Company to increase asset duration (to offset fast
prepayments) in the Closed Book GRC investment portfolio in 1992 and

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1993 was intensified by extension of the mortgage collateral for such portfolio
in 1994. This produced a portfolio with assets having a longer duration than the
related GRC liabilities.

In response to the corresponding losses associated with the Closed Book GRC
investment portfolio, the Company instituted an improved risk management process
during 1995 and 1996, including the division of the Company's investment
strategy group into two independently managed units -- a risk management unit
and a portfolio management unit. The Company also reduced its exposure to MBSs
and CMOs and recently enhanced its computerized analytical systems to allow for
more effective management of its portfolio positions and potential exposures to
identify potential asset/liability mismatches earlier. As a result, all material
portfolios, including Closed Book GRC, are now reviewed on a monthly basis to
determine if the net economic sensitivity of the assets and the related
liabilities to interest changes is within a pre-determined range. The Company
believes that the establishment of a separate risk management unit and more
frequent review of all its material portfolios adds an important oversight
mechanism to the Company's investment management operation.

The assets and liabilities of the Company's material portfolios also are
now stressed against parallel and non-parallel interest rate shifts of up to
plus or minus 300 basis points along the yield curve. Based on recent interest
rate volatility, a 300 basis point shift represents a shift of approximately
three standard deviations occurring over the course of a full year and
implicitly assumes that the affected portfolio is not managed. Since such a
shift generally will occur over more than one day and the Company's portfolios
are modeled and managed at least monthly, management believes that its
monitoring process will minimize the effects of a dramatic interest rate shift.
In the event of an interest rate shift of 100 basis points or more, the Company
would immediately test all material portfolios for any potential asset/liability
mismatches and would adjust any of its portfolios that failed to comply with its
written guidelines. Thus, management believes that the quantification of the
impact of interest rate shifts of greater than plus or minus 300 basis points is
of limited value.

The Company's analysis of non-parallel interest rate shifts is based upon a
comparison of the "key rate" or "partial" durations of its assets and
liabilities. At a minimum, the assets and liabilities are tested at the one,
two, five, seven, ten and twenty-year points on the yield curve. When coupled
with its analysis of parallel interest rate shifts, the Company is able to
assess the risk of various interest rate shifts within 300 basis points,
including parallel shifts along the yield curve as well as a flattening,
steepening and other such non-parallel shifts on the yield curve. The results of
such analyses demonstrate a very close matching of the Company's assets and
liabilities, consistent with written portfolio guidelines maintained by the
Company. By testing monthly, the Company believes that it can detect
asset/liability mismatches earlier and take action to reduce the potential
impact of interest rate fluctuations on the portfolio.

In addition, the Company annually performs asset adequacy analysis for all
of its life insurance subsidiaries. This includes cash flow testing for all
material product lines. These analyses are accomplished by projecting, under a
number of possible future interest rate scenarios, the anticipated cash flows
from such business and the assets required to support such business. The first
seven of these scenarios are required by state insurance laws. Projections also
are made using several additional scenarios which involve more extreme
fluctuations in future interest rates. The results of these tests demonstrate
that the projected cash flows for the assets are sufficient to provide the cash
flows needed for the liabilities under the scenarios tested.

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<PAGE> 81

DESCRIPTION OF INVESTMENT ASSETS IN GENERAL ACCOUNT

The following table sets forth by category the invested assets in the
Company's general account as of December 31, 1996.

INVESTED ASSETS BY CATEGORY

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
--------------------------------
PERCENT OF
TOTAL
INVESTED AND
SEPARATE
ACCOUNT ASSETS
AMOUNT --------------
-------------
(IN MILLIONS)
<S> <C> <C>
Fixed maturity securities, available-for-sale, at fair value.... $15,711 22.6%
Equity securities, available-for-sale, at fair value............ 119 0.2
Policy loans, at outstanding balance(1)......................... 3,839 5.5
Other investments at cost(2).................................... 161 0.2
------- -----
Total general account invested assets...................... 19,830 28.5
Total separate account assets.............................. 49,770 71.5
------- -----
Total invested assets.................................... $69,600 100.0%
======= =====
</TABLE>

- ---------------
(1) Policy loans, which have a current weighted average interest rate of 11.9%,
are secured by the cash value of the related life insurance policy. These
loans do not mature in the conventional sense but expire in conjunction with
the related policy liabilities.

(2) The Company has approximately $2 million in commercial mortgages in its
general account.

The following table sets forth by category the fixed maturity securities,
including CMOs, MBSs and other asset-backed securities ("ABSS"), held in the
Company's general account as of December 31, 1996.

FIXED MATURITY SECURITIES BY CATEGORY

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
-----------------------------------------
WEIGHTED
AVERAGE
AMOUNT YIELD(1) PERCENTAGE
------------- -------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
Fixed maturity securities:
Corporate............................................. $ 7,587 6.80% 48.3%
CMOs.................................................. 2,150 6.58 13.7
Gov't/gov't agencies -- U.S. (including municipals)... 621 5.85 3.9
MBSs-Agency........................................... 402 7.36 2.6
ABSs.................................................. 2,693 6.31 17.1
Gov't/gov't agencies -- Foreign....................... 395 7.24 2.5
Commercial mortgage-backed securities................. 1,098 7.68 7.0
Short-terms........................................... 765 5.97 4.9
------- ---- -----
Total............................................ $15,711 6.69% 100.0%
======= ==== =====
</TABLE>

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

(1) For the year ended December 31, 1996, the calculated yield on average fixed
maturities excluding derivatives was 6.69%, while the calculated yield
including derivative hedge income was 6.48%. The calculated yield represents
earnings on fixed maturities, excluding net realized capital gains and
losses (and excluding or including derivative hedge income, as applicable),
divided by average fixed maturities.

As of December 31, 1996, the Company had approximately 16.3% of its fixed
maturity securities portfolio invested in MBSs and CMOs. MBSs and CMOs are
subject to significant prepayment and payment extension risk, since underlying
mortgages may be repaid more or less rapidly than scheduled. See "Risk
Factors -- Interest Rate Risks". As a result, holders of MBSs and CMOs may
receive prepayments which cannot be reinvested at yields comparable to the rates
on such securities or may be forced to liquidate securities at a loss to meet
liquidity obligations. The Company measures and manages prepayment and payment
extension risk through option-adjusted

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<PAGE> 82

modeling of the market price sensitivity (duration and convexity) of all of its
assets, including MBSs and CMOs. For most MBSs and CMOs, prepayment risk causes
"negative convexity". Convexity can be increased for a portfolio by adding
securities or derivatives that have significant "positive convexity". In
particular, the Company uses interest rate caps and floors to increase portfolio
convexity and reduce the market price sensitivity of its MBSs and CMOs. At
December 31, 1996, the net weighted average coupon and weighted average life for
the Company's MBS portfolio was 7.74% and 5.2 years, respectively. At December
31, 1996, the net weighted average coupon of the mortgage collateral supporting
the Company's CMO portfolio was 6.75%, and the weighted average life of the CMO
portfolio was 4.6 years. The Company has reduced its exposure to CMOs and MBSs,
from 24% of the total fixed maturity securities as of December 31, 1995 to 16.3%
as of December 31, 1996.

The following table sets forth, by category, the CMOs in the Company's
general account as of December 31, 1996.

COLLATERALIZED MORTGAGE OBLIGATIONS(1)

<TABLE>
<CAPTION>
AS OF
DECEMBER 31, 1996
--------------------------
PERCENTAGE
CARRYING OF
VALUE INVESTED
(AT MARKET) CMO ASSETS
----------- ----------
(IN
MILLIONS)
<S> <C> <C>
PAC........................................................ $ 786 36.6%
INVERSE FLOATERS........................................... 323 15.0
PRINCIPAL-ONLY SECURITIES.................................. 167 7.8
INTEREST-ONLY SECURITIES................................... 126 5.9
ACCRUAL SECURITIES......................................... 321 14.9
SEQUENTIAL-PAY SECURITIES.................................. 89 4.1
FLOATERS................................................... 252 11.7
Other...................................................... 86 4.0
------ -----
Total................................................. $ 2,150 100.0%
====== =====
</TABLE>

- ---------------
(1) As of December 31, 1996, approximately 56% of CMO holdings had implicit or
explicit protection against prepayment.

As of December 31, 1996, $15.66 billion or approximately 99.7% of the fixed
maturity securities portfolio was investment-grade securities or better, and
only $49 million or .3% of the fixed maturity securities portfolio was invested
in below investment-grade securities (less than "BBB"). The following table sets
forth the ratings of the fixed maturity securities in the Company's general
account as of December 31, 1996.

QUALITY DISTRIBUTION OF FIXED MATURITY SECURITIES(1)

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
----------------------------------------
PERCENTAGE OF TOTAL
AMOUNT GENERAL ACCOUNT ASSETS
------------- ----------------------
(IN MILLIONS)
<S> <C> <C>
U.S. Government/agency............................ $ 353 2.2%
Short-terms....................................... 765 4.9
AAA............................................... 4,695 29.9
AA................................................ 1,902 12.1
A................................................. 5,366 34.2
BBB............................................... 2,581 16.4
BB and below...................................... 49 0.3
------- -----
Total fixed maturity securities.............. $15,711 100.0%
======= =====
</TABLE>

- ---------------
(1) The ratings referenced in this section are based on the S&P system or the
equivalent rating of another nationally recognized rating organization or,
if not rated, are internal ratings assigned by the Company based on the
Company's internal analysis of such securities. The Company holds
approximately 3.6% of non-rated securities.

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<PAGE> 83

At December 31, 1996, approximately 10.3% of the Company's fixed maturity
portfolio was invested in private placement securities (including Rule 144A
offerings). These securities are not registered with the Commission and
generally only can be purchased by certain institutional investors. Private
placement securities are thus generally less liquid than public securities.
However, covenants for private placements are generally designed to mitigate the
impact of such increased liquidity risk. Most of the private placement
securities in the Company's portfolio are rated by nationally recognized rating
organizations. If such securities are not so rated, the Company assigns ratings
for internal monitoring purposes based on the Company's general understanding of
methodologies employed by the nationally recognized rating organizations.

The estimated maturities of the Company's fixed and variable rate
investments in its general account, along with their respective yields at
December 31, 1996, are reflected in the table below. ABSs, MBSs and CMOs are
distributed to maturity year based on the Company's estimate of the rate of
future prepayments of principal over the remaining life of the securities. These
estimates are developed using prepayment speeds reported in broker consensus
data. Such estimates are derived from prepayment speeds experienced at the
interest rate levels projected for the applicable underlying mortgages and can
be expected to vary from actual experience. Expected maturities differ from
contractual maturities due to call or prepayment provisions.

FIXED MATURITY INVESTMENTS MATURITY SCHEDULE

<TABLE>
<CAPTION>
ESTIMATED MATURITY
-----------------------------------------------------------------------
1997 1998 1999 2000 2001 THEREAFTER TOTAL
------ ------ ------ ------ ------ ---------- -------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
ABSS, MBSS AND CMOS(1)
Variable rate(2)
Amortized cost....... $ 185 $ 111 $ 80 $ 233 $ 157 $ 891 $ 1,657
Market value......... 183 131 171 226 148 851 1,710
Pre-tax yield(3)..... 5.97% 6.87% 6.60% 6.51% 6.63% 7.21% 7.09%
Fixed rate
Amortized cost....... $ 879 $ 630 $ 782 $ 709 $ 473 $1,188 $ 4,661
Market value......... 880 626 773 706 468 1,180 4,633
Pre-tax yield(3)..... 6.38% 6.76% 6.49% 6.74% 6.76% 6.96% 6.69%
BONDS AND NOTES
Variable rate(2)
Amortized cost....... $ 183 $ 72 $ 113 $ 90 $ 16 $ 248 $ 722
Market value......... 181 76 90 94 17 248 706
Pre-tax yield(3)..... 4.91% 5.74% 3.03% 5.97% 5.99% 6.72% 5.54%
Fixed rate
Amortized cost....... $1,673 $ 692 $ 919 $ 817 $ 752 $3,766 $ 8,619
Market value......... 1,692 689 918 821 751 3,791 8,662
Pre-tax yield(3)..... 6.35% 6.47% 6.43% 6.72% 6.84% 7.16% 6.80%
TOTAL FIXED MATURITIES
Amortized cost.......... $2,920 $1,505 $1,894 $1,849 $1,398 $6,093 $15,659
Market value............ 2,936 1,522 1,952 1,847 1,384 6,070 15,711
Pre-tax yield(3)........ 6.25% 6.59% 6.26% 6.66% 6.78% 7.11% 6.74%
</TABLE>

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

(1) With respect to the ABS, MBS and CMO portfolio of the Company, a 100 basis
point increase in interest rates would be expected to decrease the duration
of such portfolio from approximately 3.6 to 3.4 years; a 100 basis point
decrease in interest rates would be expected to increase the duration of
such portfolio from approximately 3.6 to 3.7 years. The maturities noted in
this table would be significantly impacted if interest rates were to
decrease by 100 basis points or increase by 300 basis points from December
31, 1996 levels.

(2) Variable rate securities are instruments for which the coupon rates move
directly with or based upon an index rate. These securities include
interest-only securities and inverse floaters, which represent less than 1%
and 2.48%, respectively, of the Company's invested assets. Interest-only
securities, for which cost approximates market, have an average life of 5.1
years and earn an average yield of 14.7%. Inverse floaters, for which cost
approximates market, have an average life of 4.8 years and earn an average
yield of 6.42%. Average yields are based upon estimated cash flows using
prepayment speeds reported in broker consensus data.

(3) Pre-tax yields do not reflect yields on derivative instruments though
derivative adjustments are included in fixed maturity amortized cost and
market value.

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<PAGE> 84

ASSET/LIABILITY MANAGEMENT STRATEGIES

Derivatives play an important role in facilitating the management of
interest rate risk, creating opportunities to efficiently fund obligations to
policyholders and contractholders, hedge 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 derivatives contracts represent the basis upon which pay and
receive amounts are calculated and are not reflective of credit risk for
derivatives contracts. Credit risk for derivatives 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
derivatives contracts are bilateral agreements that are not assignable without
the consent of the relevant counterparty. Notional amounts pertaining to
derivative financial instruments of the Company totaled $10.9 billion at
December 31, 1996 ($8.3 billion of which related to life insurance investments
and $2.6 billion of which related to life 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. The strategies described
below are used by the Company to manage the aforementioned risks associated with
its obligations.

ANTICIPATORY HEDGING. For certain liabilities, the Company commits to the
price of the product prior to receipt of the associated premium or deposit. The
Company routinely executes anticipatory hedges to offset the impact of any
changes in asset prices arising from interest rate changes pending the receipt
of the premium or deposit payment and the resulting purchase of the assets.
These hedges involve taking a long position in an interest rate futures position
or entering into an interest rate swap with duration characteristics equivalent
to the associated liabilities or anticipated investments. The notional amount of
derivatives used for anticipatory hedges totaled $392 million and $718 million
at December 31, 1996 and 1995, respectively.

LIABILITY HEDGING. Several products obligate the Company to credit a
return to the contractholder which is indexed to a market rate. In order to
hedge risks associated with these products, the Company typically enters into
interest rate swaps to convert the contract rate into a rate that trades in a
more liquid and efficient market. This hedging strategy enables the Company to
customize contract terms and conditions to customer objectives and satisfies the
Company's asset/liability matching policy. Additionally, interest rate swaps are
used to convert certain fixed contract rates into floating rates, thereby
allowing them to be appropriately matched against floating rate assets. The
notional amount of derivatives used for liability hedging totaled $2.6 billion
and $1.7 billion at December 31, 1996 and 1995, respectively.

ASSET HEDGING. To meet the various policyholder obligations and to provide
investment risk diversification, the Company may combine two or more derivative
financial instruments to achieve the investment characteristics that match the
associated liability. The use of derivatives in this regard effectively
transfers unwanted investment risks or attributes to others. The selection of
the appropriate derivatives depends on the investment risk, the liquidity and
efficiency of the market and the asset and liability characteristics. The
notional amount of asset hedges totaled $2.4 billion and $3.0 billion at
December 31, 1996 and 1995, respectively.

PORTFOLIO HEDGING. The Company periodically compares the duration and
convexity of its portfolios of assets to their corresponding liabilities and
enters into portfolio hedges to reduce certain differences to acceptable levels.
Portfolio hedges reduce the mismatch between assets and liabilities and offset
the potential cash flow impact caused by interest rate changes. The notional

82
<PAGE> 85

amount of portfolio hedges totaled $5.5 billion and $4.2 billion at December 31,
1996 and 1995, respectively.

The Company is committed to maintaining effective risk management
discipline. Derivatives used by the Company must support at least one of the
following objectives: to manage the risk arising from price, interest rate and
foreign currency volatility, to manage liquidity or to control transaction
costs. The Company has established credit limits, diversification standards and
review procedures for all credit risk, whether borrower, issuer or counterparty.

Each of the Company's segments utilizes the aforementioned derivatives
strategies. In particular, the Annuity and Employee Benefits segments use
anticipatory hedges to protect against adverse investment results from new
business sales due to interim interest rate movements and the Annuity segment
also uses a number of liability hedges in order to convert certain fixed rate
liabilities into floating rate liabilities. In contrast, the Individual Life
Insurance segment uses derivatives infrequently, other than utilizing certain
liability hedges (such as the purchase of interest rate floors) to hedge against
a dramatic decline in interest rates for products with long-term minimum
credited rate guarantees. In June 1996, FASB issued an exposure draft of an
accounting standard which, if adopted in the form in which it was issued, would
require companies to report derivatives on the balance sheet at fair value with
changes in fair value recorded in income or equity. Under SFAS No. 115,
derivatives linked to assets are currently reflected in the fair value of such
assets reported on the Company's balance sheet. This exposure draft also would
change the accounting for derivatives used in hedging strategies from
traditional deferral accounting to a current recognition approach which could
impact a company's income statement and balance sheet and expand the definition
of a derivative instrument to include certain structured securities currently
accounted for as fixed maturities. This exposure draft has drawn widespread
criticism primarily because the required accounting treatment would not match
the perceived economic effect of such hedging strategies. As a result of, among
other things, the concerns and criticisms in comment letters and at public
hearings held on this exposure draft, the Company is unable to predict the form
that the final accounting standard, if adopted, may take and believes it would
be inappropriate to speculate on the effects of any such adoption at this time.
See "Risk Factors -- Potential New Accounting Policy for Derivatives".

For a discussion of (i) the investments of the Company segregated by major
category, (ii) the types of derivatives related to the type of investment and
their respective notional amounts and the accounting policies utilized by the
Company for derivative financial instruments, see notes to consolidated
financial statements included elsewhere in this Prospectus.

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<PAGE> 86

INSURANCE LIABILITY CHARACTERISTICS

Insurance liabilities, other than non-guaranteed separate accounts, which
were backed by $40.6 billion in total assets (including investments of $30.2
billion), totaled $30.8 billion (net of ceded reinsurance) at December 31, 1996.
These insurance liabilities consisted of future policy benefits of $4 billion,
other policyholder funds of $22.2 billion, guaranteed separate accounts of $10.4
billion and reinsurance recoverables of $(5.8) billion. Matching of the duration
of the investments with respective policyholder obligations is an explicit
objective of the Company's management strategy. The Company's insurance policy
liabilities, along with estimated duration periods based on the Company's
internal actuarial assumptions, can be summarized based on investment needs in
the five categories described below at December 31, 1996.

ESTIMATED DURATION YEARS(1)

<TABLE>
<CAPTION>
BALANCE AT LESS
DECEMBER 31, THAN 1-5 6-10 OVER 10
DESCRIPTION 1996 1 YEAR YEARS YEARS YEARS
- ------------------------------------------- ------------ ------ ----- ----- -------
(IN BILLIONS)
<S> <C> <C> <C> <C> <C>
Fixed rate asset accumulation vehicles..... $ 13.8 $1.9 $ 8.2 $3.7 $ 0.0
Indexed asset accumulation vehicles........ 0.2 0.2 -- -- --
Interest credited asset accumulation
vehicles................................. 13.6 4.2 5.1 3.7 0.6
Long-term payout liabilities............... 2.7 0.1 0.6 0.8 1.2
Short-term payout liabilities.............. 0.5 0.5 -- -- --
----- ---- ----- ---- ----
Total................................. $ 30.8 $6.9 $13.9 $8.2 $ 1.8
===== ==== ===== ==== ====
</TABLE>

- ---------------
(1) The duration of liabilities reflects management's assessment of the market
price sensitivity of the liabilities to changes in market interest rates,
and is not necessarily reflective of the projected liabilities' cash flows
under any specific scenario.

FIXED RATE ASSET ACCUMULATION VEHICLES. Products in this category require
the Company to pay a fixed rate of interest for a specified period of time. The
cash flows are not interest rate sensitive because the products include an MVA
feature and the liabilities have protection against the early withdrawal of
funds through surrender charges. The primary risk associated with these products
is that the spread between investment return and credited rate is not sufficient
to earn the Company's targeted return. Product examples include fixed rate
annuities with an MVA feature and fixed rate GRC. Contract duration is reflected
above and is dependent on the policyholder's choice of guarantee period. The
weighted average credited policyholder rate for these policyholder liabilities
was 6.71% at December 31, 1996.

INDEXED ASSET ACCUMULATION VEHICLES. Products in this category are similar
to the fixed rate asset accumulation vehicles, but require the Company to pay a
rate that is determined by an external index. The amount and/or timing of cash
flows will therefore vary based on the level of the particular index. The
primary risks inherent in these products are similar to the fixed rate asset
accumulation vehicles, with an additional risk of changes in the index adversely
affecting profitability. Product examples include indexed GRC with an estimated
duration of up to two years. The weighted average credited rate was 5.78% at
December 31, 1996.

INTEREST CREDITED ASSET ACCUMULATION VEHICLES. Products in this category
credit interest to policyholders, subject to market conditions and minimum
guarantees. Policyholders may surrender at book value but are subject to
surrender charges for an initial period. The primary risks vary depending on the
degree of insurance element contained in the product. Product examples include
universal life insurance contracts and the general account portion of the
Company's variable annuity products. Liability duration is short- to
intermediate-term and is reflected in the table above. The average credited rate
for these liabilities was 5.52% at December 31, 1996, excluding policy loans.

LONG-TERM PAYOUT LIABILITIES. Products in this category are long-term in
nature and may contain significant actuarial (including mortality and morbidity)
pricing risks. The cash flows are not

84
<PAGE> 87

interest sensitive, but do vary based on the timing and amount of benefit
payments. The primary risks associated with these products are that the benefits
will exceed expected actuarial pricing and/or the investment return will be
lower than assumed in pricing. Product examples include structured settlement
contracts, on-benefit annuities (i.e., the annuitant is currently receiving
benefits thereon) and long-term disability contracts. Contract duration is
generally six to ten years but, at times, exceeds 30 years. Policy liabilities
under these contracts are not interest-sensitive.

SHORT-TERM PAYOUT LIABILITIES. These liabilities are short-term in nature
with a duration of less than one year. The primary risks associated with these
products are determined by the non-investment contingencies such as mortality or
morbidity. Liquidity is of greater concern than for the long-term payout
liabilities. Products include individual and group-term life insurance contracts
and short-term disability contracts.

COMPETITION

The Company competes with the over 2,000 life insurance companies in the
United States, as well as certain banks, securities brokerage firms, investment
advisors and other financial intermediaries marketing insurance products,
annuities, mutual funds and other retirement-oriented investments. Some of these
companies have greater financial resources and currently have higher financial
strength and claims-paying ability ratings from major rating agencies than the
Company. National banks, in particular, may become more significant competitors
in the future for insurers who sell annuities, including the Company, as a
result of recent court decisions and regulatory actions discussed under
"-- Insurance Regulation -- Regulation at Federal Level". Although the effect of
these recent developments on the Company and its competitors is uncertain, both
the persistency of the Company's existing products and the Company's ability to
sell products could be materially impacted in the future. Also, several
proposals to repeal or modify the Glass-Steagall Act and the Bank Holding
Company Act have been made by members of Congress and the Executive Branch.
Certain of these proposals would repeal or modify the current restrictions that
prevent banks from being affiliated with insurance companies. None of these
proposals has yet been enacted, and it is not possible to predict whether any of
these proposals will be enacted or, if enacted, their potential effect on the
Company or its competitors.

The fundamental competitive factors affecting the sale of the Company's
products are price, the levels of commissions, charges and other expenses,
financial strength and claims-paying ability ratings, distribution capabilities,
reputation, quality of service, visibility in the marketplace and range of
products. For variable life insurance and annuity products, additional
competitive factors include mutual fund options, product design and investment
performance ratings. The Company's ability to compete is affected in part by its
ability to provide competitive products and quality service to the consumer,
wholesalers, general agents, licensed insurance agents and broker-dealers.
Management believes that its alternative and competing distribution systems
provide the Company with a competitive advantage in penetrating and
communicating with its growing target markets.

The Company also competes for distributors of its products such as banks,
broker-dealers and wholesalers. Management believes the principal bases upon
which insurance and financial services companies compete for distribution
channels are the services provided to, and the relationships developed with,
broker-dealers, wholesalers and other distributors, as well as compensation and
the variety and quality of products. Since the Company does not have a career
agency force, it must compete with other insurers and financial services
providers to attract and maintain productive independent distributors to sell
its products. Moreover, the Company does not have exclusive agency agreements
with many of its distributors and believes that certain of them sell products
similar to those marketed by the Company for other insurance companies.

85
<PAGE> 88

RATINGS

Ratings are an important factor in establishing the competitive position of
insurance companies. The Company's principal insurance subsidiaries currently
are rated "A+ (superior)" by A.M. Best and have claims-paying ability ratings of
"AA" from S&P and "AA+" from Duff & Phelps, and one such insurance subsidiary,
Hartford Life, has an insurance financial strength rating of "Aa3" from Moody's.
A ratings downgrade (or the potential for such a downgrade) of the Company
could, among other things, materially increase surrender levels, adversely
affect relationships with broker-dealers, banks, agents, wholesalers and other
distributors of the Company's products and services, negatively impact
persistency, adversely affect the Company's ability to compete and thereby
materially and adversely affect the Company's business, financial condition and
results of operations. For more information on the ratings of the Company, see
"Risk Factors -- Importance of Company Ratings".

A.M. Best's financial condition ratings for insurance companies currently
range from "A++ (superior)" to "F (in liquidation)". These ratings reflect A.M.
Best's opinion of an insurance company's financial strength, operating
performance and ability to meet its obligations to policyholders. Moody's
insurance financial strength ratings currently range from "Aaa (exceptional)" to
"C (lowest rated)". Such ratings are an opinion of the ability of an insurance
company to repay senior policyholder claims and obligations. S&P's insurance
claims-paying ability ratings currently range from "AAA (superior)" to "CCC
(extremely vulnerable)". Such a rating is an opinion of an operating insurance
company's financial capacity to meet the obligations of its insurance policies
in accordance with their terms. Duff & Phelps' claims-paying ability ratings
currently range from "AAA (negligible risk factors)" to "DD (liquidation)". Such
a claims-paying ability rating relates to the likelihood of timely payment of
policyholder and contractholder obligations.

The foregoing ratings reflect each rating agency's opinion of the Company's
principal life insurance subsidiaries' financial strength, operating performance
and ability to meet its obligations to policyholders and are not evaluations
directed toward the protection of investors.

INSURANCE REGULATION

GENERAL REGULATION AT STATE LEVEL

The insurance business of the Company is subject to comprehensive state and
federal regulation and supervision throughout the United States. The laws of the
various jurisdictions establish supervisory agencies with broad administrative
powers with respect to, among other things, licensing to transact business,
licensing agents, admittance of assets, regulating premium rates, approving
policy forms, regulating unfair trade and claims practices, establishing reserve
requirements and solvency standards, fixing maximum interest rates on life
insurance policy loans and minimum rates for accumulation of surrender values,
restricting certain transactions between affiliates and regulating the type,
amounts and valuations of investments permitted.

Several states, including the State of Connecticut, regulate affiliated
groups of insurers, such as the Company, under insurance holding company
legislation. As a holding company with no significant business operations of its
own, the Company relies on dividends from its subsidiaries, which are primarily
domiciled in the State of Connecticut, as the principal source of cash to meet
its obligations, including the payment of principal and interest on debt
obligations of the Company and the payment of dividends to holders of its
capital stock. The payment of dividends by Connecticut-domiciled life insurers
is limited under the insurance holding company laws of Connecticut which require
notice to and approval by the Connecticut Insurance Commissioner for the
declaration or payment of any dividend that, together with the other dividends
or distributions made within the preceding twelve months, exceeds the greater of
(i) 10% of the insurer's policyholder surplus as of December 31 of the preceding
year or (ii) net gain from operations for the twelve-month period ending on
December 31 last preceding, in each case determined under statutory insurance
accounting practices. In addition, if any dividend of a Connecticut-domiciled
insurer exceeds the

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insurer's earned surplus, it requires the approval of the Connecticut Insurance
Commissioner. Based on these limitations and statutory results as of December
31, 1996, the Company would have been able to receive $132 million in dividends
in 1997 from Hartford Life and Accident, the Company's direct subsidiary,
without obtaining the approval of the Connecticut Insurance Commissioner.

Life insurance companies are required to establish an AVR consisting of two
components: (i) a "default component" which provides for future credit-related
losses on fixed maturity investments and (ii) an "equity component" which
provides for losses on all types of equity investments, including real estate.
Insurers also are required to establish an IMR for fixed maturity net realized
capital gains and losses, net of tax, related to changes in interest rates. The
IMR is required to be amortized into statutory earnings on a basis reflecting
the remaining period to maturity of the fixed maturity securities sold. These
reserves are required by state insurance regulatory authorities to be
established as a liability on a life insurer's statutory financial statements,
but do not affect financial statements of the Company prepared in accordance
with GAAP. Although future additions to AVR will reduce the future statutory
surplus of the Company's insurance subsidiaries, the Company does not believe
that the impact under current regulations of such reserve requirements will
materially affect the ability of its insurance subsidiaries to grow its
statutory surplus and pay dividends to the Company in the future.

In addition, the Company is a holding company which owns directly or
indirectly all the outstanding shares of capital stock of certain insurance
company subsidiaries domiciled in Connecticut and New Jersey. Insurance laws of
such states applicable to the Company generally provide that no person may
acquire control of the Company, and thus indirect control of these insurance
company subsidiaries, without the prior approval of the appropriate insurance
regulators. In general, any person who acquires beneficial ownership of 10% or
more of the voting securities of the Company would be presumed to have acquired
such control, although the appropriate insurance regulators, upon application,
may determine otherwise. See "Description of Capital Stock -- Restrictions on
Ownership Under Insurance Laws".

Each insurance company is required to file detailed annual reports with
supervisory departments in each of the jurisdictions in which it does business
and its operations and accounts are subject to examination by such departments
at regular intervals. Each of the Company's life insurance subsidiaries prepare
statutory financial statements in accordance with accounting practices
prescribed or permitted by the insurance departments of their respective states
of domicile. Prescribed statutory accounting practices include publications of
the NAIC, as well as state laws, regulations and general administrative rules.

In addition, as part of their routine regulatory oversight process, state
insurance departments conduct detailed examinations periodically (generally once
every three to five years) of the books, records, accounts and market conduct of
insurance companies domiciled in their states. Such examinations are generally
conducted in cooperation with the departments of two or three other states under
guidelines promulgated by the NAIC. In 1996, a State of Connecticut association
examination report of the Company's operations for the four years ended December
31, 1993 found no material discrepancies. The Company anticipates that its next
examination will occur in 1998. In addition, in 1995, a State of New York
Insurance Department examination of the Company's market conduct for the three
years ended December 31, 1994 found no material deficiencies. The Company is
currently undergoing separate periodic market conduct examinations conducted by
the State of Connecticut (covering the period from July 1, 1995 through June 30,
1996), the State of Maryland (covering the period from January 1, 1992 through
December 31, 1995) and the State of California (covering the period from January
1, 1995 through June 30, 1996). Management does not expect any finding from any
of these examinations that would have a material adverse effect on the Company.

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REGULATORY INITIATIVES

State insurance regulators and the NAIC are continually re-examining
existing laws and regulations, specifically focusing on insurance company
investments and solvency issues, risk-adjusted capital guidelines,
interpretations of existing laws, the development of new laws, the
implementation of non-statutory guidelines and the circumstances under which
dividends may be paid. These initiatives may be adopted by the various states in
which the Company's insurance subsidiaries are licensed, but the ultimate
content and timing of any statutes and regulations adopted by the states cannot
be determined at this time. It is impossible to predict the future impact of
changing state and federal regulations on the Company's operations, and there
can be no assurance that existing or future insurance-related laws and
regulations will not become more restrictive.

In the 1970s, the NAIC developed a set of financial relationships or
"tests" known as the Insurance Regulatory Information System ("IRIS") that was
designed for early identification of companies that may require special
attention by insurance regulatory authorities. Insurance companies submit data
annually to the NAIC, which in turn analyzes the data using ratios covering
twelve categories of financial data with defined "usual ranges" for each such
category. An insurance company may fall out of the usual range for one or more
ratios because of specific transactions or events that are in and of themselves
immaterial or eliminated at the consolidated level. Generally, an insurance
company will become subject to regulatory scrutiny if it falls outside the usual
ranges of four or more of the ratios, and regulators may then act, if such
company has insufficient capital, to constrain the company's underwriting
capacity. The Company has determined that, for 1996, one IRIS ratio for Hartford
Life and two IRIS ratios for Hartford Life and Accident fall outside the usual
range due to normal business operations such as the ownership by Hartford Life
and Accident of Hartford Life.

The NAIC also has approved risk-based capital ("RBC") standards, which are
used to determine the amount of total adjusted capital (STATUTORY CAPITAL AND
SURPLUS plus AVR and other adjustments) that a life insurance company must have,
taking into account the risk characteristics of such company's investments and
liabilities. The formula establishes a standard of capital adequacy that is
related to risk. The RBC formula establishes capital requirements for four
categories of risk: asset risk, insurance risk, interest rate risk and business
risk. For each category, the capital requirements are determined by applying
specified factors to various asset, premium, reserve and other items, with the
factor being higher for items with greater underlying risk and lower for items
with less risk. The formula is used by insurance regulators as an early warning
tool to identify deteriorating or weakly capitalized companies for the purpose
of initiating regulatory action.

The NAIC's RBC requirements provide for four levels of regulatory attention
depending on the ratio of a company's total adjusted capital to its RBC. If a
company's total adjusted capital is less than 100% but greater than or equal to
75% of its RBC, or if a negative trend has occurred (as defined in the
regulations) and total adjusted capital is less than 125% of its RBC, the
company must submit a comprehensive plan to the regulatory authority which
discusses proposed corrective actions to improve its capital position. If a
company's total adjusted capital is less than 75% but greater than or equal to
50% of its RBC, the regulatory authority will perform a special examination of
the company and issue an order specifying corrective actions that must be
followed. If a company's total adjusted capital is less than 50% but greater
than or equal to 35% of its RBC, the regulatory authority may take any action it
deems necessary, including placing the company under its control. If a company's
total adjusted capital is less than 35% of its RBC, the regulatory authority is
mandated to place the company under its control. The RBC ratios for each of
Hartford Life, Hartford Life and Accident and ITT Hartford Life and Annuity
Insurance Company have been in excess of 200% of their respective RBC from 1993
through 1996.

In addition, state regulatory authorities, industry groups and rating
agencies have developed several initiatives regarding market conduct. For
example, the NAIC has adopted the NAIC Model Illustration Regulation, which
applies to group and individual life insurance policies and certificates,

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and the Market Conduct Handbook. State regulators have imposed significant fines
on various insurers for improper market conduct. The American Council on Life
Insurance established the Insurance Market Place Standards Association, a
self-regulatory organization, to implement its Principles and Code of Ethical
Life Insurance Market Conduct, which includes a third-party assessment
procedure. Market conduct also has become one of the criteria used to establish
the ratings of an insurance company. For example, A.M. Best's ratings analysis
now includes a review of the insurer's compliance program. Management does not
believe that these market conduct initiatives will have a material adverse
effect on its business, financial condition or results of operations.

In addition, the NAIC has adopted a model regulation called "Valuation of
Life Insurance Policies Model Regulation", which would establish new minimum
STATUTORY RESERVE requirements for individual life insurance policies written in
the future. Before the new reserve standards can become effective, individual
states must enact the model regulation. If these reserve standards were adopted
in their current form, companies selling certain individual life insurance
products such as term life insurance products with guaranteed premium periods
and universal life insurance products with no-lapse guarantees would be required
to adjust reserves to be consistent with the new minimum standards. It is
impossible at this time to predict if the model regulation will be enacted and,
if enacted, when it will become applicable. However, the Company anticipates no
material impact as a result of the enactment of this legislation.

ASSESSMENTS AGAINST INSURERS

Under the INSURANCE GUARANTY FUND laws existing in each state, the District
of Columbia and Puerto Rico, insurers licensed to do business can be assessed by
state insurance guaranty associations for certain obligations of insolvent
insurance companies to policyholders and claimants. Recent regulatory actions
against certain large life insurers encountering financial difficulty have
prompted various state insurance guaranty associations to begin assessing life
insurance companies for the deemed losses. Most of these laws do provide,
however, that an assessment may be excused or deferred if it would threaten an
insurer's solvency and further provide for annual limits on such assessments. A
large part of the assessments paid by the Company's insurance subsidiaries
pursuant to these laws may be used as credits for a portion of the Company's
insurance subsidiaries' premium taxes. The Company's insurance subsidiaries were
assessed $11 million, $13 million and $12 million in 1994, 1995 and 1996,
respectively. Since such assessments are typically not made for several years
after an insurer fails and depend upon the final outcome of liquidation or
rehabilitation proceedings, the Company cannot accurately determine the amount
or timing of any future assessment on the Company's insurance subsidiaries.
However, based on the best information presently available, management believes
the Company's total future assessments will not be material to its operating
results or financial position.

REGULATION AT FEDERAL LEVEL

Although the federal government does not directly regulate the business of
insurance, federal legislation and administrative policies in several areas,
including pension regulation, financial services regulation and federal
taxation, can significantly and adversely affect the insurance industry and thus
the Company. For example, Congress has from time to time considered legislation
relating to the deferral of taxation on the accretion of value within certain
annuities and life insurance products, the removal of barriers preventing banks
from engaging in the insurance business, changes in ERISA regulations, the
alteration of the federal income tax structure and the availability of Section
401(k) or individual retirement accounts. In particular, Congress has reviewed
various proposals to repeal or modify the McCarran-Ferguson Act (which exempts
the insurance industry from certain federal laws), the Glass-Steagall Act (which
restricts banks from engaging in a securities-related business) and the Bank
Holding Company Act (which prohibits banks from being affiliated with insurance
companies).

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Moreover, the United States Supreme Court held on January 18, 1995 in
NationsBank of North Carolina v. Variable Annuity Life Insurance Company that
annuities are not insurance for purposes of the National Bank Act. In addition,
the Supreme Court also held on March 26, 1996 in Barnett Bank of Marion City v.
Nelson that state laws prohibiting national banks from selling insurance in
small-town locations are preempted by federal law. The Office of the Comptroller
of the Currency also adopted a ruling in November 1996 that permits national
banks, under certain circumstances, to expand into other financial services,
thereby increasing competition for the Company. At present, the extent to which
banks can sell insurance and annuities without regulation by state insurance
departments is being litigated in various courts in the United States. Although
the effect of these recent developments on the Company and its competitors is
uncertain, both the persistency of the Company's existing products and the
Company's ability to sell products may be materially impacted in the future.

In addition, the HIPA Act of 1996 phases out the deductibility of interest
on policy loans under COLI by 1998, thus eliminating all future sales of
leveraged COLI. The Company's leveraged COLI product has been an important
contributor to its profitability in recent years and will continue to contribute
to the profitability of the Company (although such contribution will be reduced
in the future due to the effects of this legislation). As a result, net income
contributed by COLI may be lower in the future (particularly during 1999 and
later years) as a result of the elimination of leveraged COLI sales.

SECURITIES LAWS

Certain of the Company's subsidiaries, and certain policies and contracts
offered by them, are subject to regulation under the federal securities laws
administered by the Commission and certain state securities laws. Certain
separate accounts of the Company's insurance subsidiaries are registered as
investment companies under the Investment Company Act of 1940, as amended (the
"Investment Company Act"). Separate accounts through which certain variable
annuity contracts and variable insurance policies issued by the Company's
insurance subsidiaries are made available are also registered under the
Securities Act. Certain other subsidiaries of the Company are registered as
broker-dealers under the Exchange Act and are members of, and subject to
regulation by, the National Association of Securities Dealers, Inc.

Certain of the Company's subsidiaries are investment advisors registered
under the Investment Advisers Act of 1940, as amended. The investment companies
managed by such subsidiaries are registered with the Commission under the
Investment Company Act and the shares of certain of these entities are qualified
for sale in certain states in the United States and the District of Columbia.
Certain subsidiaries of the Company are also subject to the Commission's net
capital rules.

In October 1996, the National Securities Markets Improvements Act of 1996
was enacted into law. Of particular interest to the variable products industry
are the provisions establishing a new "reasonableness standard" for all fees and
charges in variable annuity and variable life insurance policies. Because
insurers no longer will have to explain each and every component of their fees
and charges to the Commission, and instead will be subject to an overall
reasonableness standard for aggregate fees and charges, the Company believes the
legislative changes will provide the industry with greater flexibility in
product design. However, given the significant barriers to market entry, such as
entering into relationships with broker-dealers and systems constraints, the
Company believes that the legislation overall will have a minimal competitive
impact.

All aspects of the Company's investment advisory activities are subject to
various federal and state laws and regulations. These laws and regulations are
primarily intended to benefit investment advisory clients and investment company
stockholders and generally grant supervisory agencies broad administrative
powers, including the power to limit or restrict the carrying on of business for
failure to comply with such laws and regulations. In such event, the possible
sanctions which may be imposed include the suspension of individual employees,
limitations on the activities in which the investment advisor may engage,
suspension or revocation of the investment advisor's registration as an advisor,
censure and fines.

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ERISA CONSIDERATIONS

Enacted into law on August 20, 1996, the Small Business Protection Act (the
"SBPA") offered insurers protection from potential litigation exposure prompted
by the 1993 U.S. Supreme Court decision in John Hancock Mutual Life Insurance
Company v. Harris Trust & Savings Bank (the "Harris Trust Decision") in which
the Court held that, with respect to a portion of the funds held under certain
general account group annuity contracts, an insurer is subject to the fiduciary
requirements of ERISA. The pertinent SBPA provisions provide that insurers are
protected from lawsuits claiming breaches of fiduciary duties under ERISA for
past actions. However, insurers remain subject to federal criminal law and
liable for actions brought by the U.S. Secretary of Labor alleging breaches of
fiduciary duties that also constitute a violation of federal or state criminal
law. The SBPA also provides that contracts issued from an insurer's general
account on or before December 31, 1998, that are not guaranteed benefit
policies, will be permanently grandfathered if they meet the requirements of
regulations the United States Department of Labor is required to issue by
December 31, 1997. The SBPA further provides that contracts issued from an
insurer's general account after December 31, 1998, that are not guaranteed
benefit policies, will be subject to ERISA. Although the Company does not
believe that the Harris Trust Decision had a material adverse effect on its
business, financial condition or results of operations, the Company supported
and welcomed the enactment of the aforementioned provisions of the SBPA as a
means to remove an area of potential exposure for the insurance industry
generally.

With respect to employee welfare benefit plans subject to ERISA, the United
States Congress periodically has considered amendments to the law's federal
preemption provision, which would expose the Company, and the insurance industry
generally, to state law causes of action, and accompanying extra-contractual
(e.g., punitive) damages in lawsuits involving, for example, group life and
group disability claims. To date, all such amendments to ERISA have been
defeated.

PROPERTIES

The Company's headquarters, located in Simsbury, Connecticut, is currently
leased from a third party by Hartford Fire pursuant to a sale-leaseback
arrangement. After the Equity Offerings, the Company or one of its subsidiaries
will sublease from Hartford Fire the right to use the headquarters building. For
a further discussion of this sublease arrangement, see "Certain Relationships
and Transactions--Intercompany Arrangements--Simsbury Sublease". The remainder
of the material facilities of the Company are either leased or subleased from
The Hartford or its subsidiaries or leased from third parties. The Company
believes its existing properties are adequate for its present operations.

LEGAL PROCEEDINGS

The Company is a defendant in various lawsuits arising in the ordinary
course of business. In the opinion of management, the resolution of these
matters is not expected to have a material adverse effect on the Company's
business, financial condition or results of operations. In addition, companies
in the life insurance industry historically have been subject to substantial
litigation resulting from claims disputes and other matters. Most recently, such
companies have faced extensive claims, including class-action lawsuits, alleging
improper sales practices relating to sales of certain life insurance products.
Negotiated settlements of such class-action lawsuits have had a material adverse
effect on the business, financial condition and results of operations of certain
of these companies. The Company is not and has not been a defendant in any such
class-action lawsuit alleging improper sales practices. No assurance can be
given that such class-action lawsuits or other litigation would not materially
and adversely affect the Company's business, financial condition or results of
operations.

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EMPLOYEES

As of March 18, 1997, the Company has 3,727 direct employees, 2,146 of whom
are employed at the home office in Simsbury, Connecticut, and 1,581 of whom are
employed at various branch offices throughout the United States, Canada and
elsewhere. Management believes that its employee relations are good. None of the
Company's employees is subject to a collective bargaining agreement and the
Company is not aware of any current efforts to implement such an agreement.

MANAGEMENT

DIRECTORS

The names, ages and a description of the business experience, principal
occupation and employment during at least the last five years of each of the
directors of the Company that will be elected prior to the Equity Offerings are
set forth below:

<TABLE>
<CAPTION>
NAME AGE
---
<S> <C>
Ramani Ayer......................... 49
Donald R. Frahm..................... 65
Paul G. Kirk, Jr.................... 59
Lowndes A. Smith.................... 57
H. Patrick Swygert.................. 54
DeRoy C. Thomas..................... 71
Gordon I. Ulmer..................... 64
David K. Zwiener.................... 42
</TABLE>

Mr. Ayer has been Chairman and Chief Executive Officer of The Hartford
since February 1, 1997 and a director since 1991. Prior to that, Mr. Ayer served
as an Executive Vice President of The Hartford since the ITT Spin-Off in
December 1995. He has been President and Chief Operating Officer of Hartford
Fire since 1991 and previously served as Executive Vice President of Hartford
Fire from 1990 to April 1991 and Senior Vice President from 1989 to 1990. Mr.
Ayer joined The Hartford in 1973 as a member of the Operations Research
Department. In 1981 he was appointed Secretary and Director of Corporate
Reinsurance. In 1983 he was named Vice President of Hartford Re Company, The
Hartford's reinsurance subsidiary, and in 1984 he joined the Hartford Specialty
Company, of which he was appointed President in 1986.

Mr. Frahm served as Chairman and Chief Executive Officer of The Hartford
from April 1988 until his retirement on January 31, 1997. He has served on The
Hartford's Board of Directors since 1985. Mr. Frahm is a member of the Board of
Directors of the Insurance Information Institute and the American Insurance
Association. He also is a director of the Hartford Hospital, Junior Achievement
North Central Connecticut Inc. and the Greater Hartford Chamber of Commerce. He
also is a corporator of Connecticut Children's Medical Center.

Mr. Kirk became a partner in the law firm of Sullivan & Worcester in 1977
and is presently of counsel to the firm. He served as Chairman of the Democratic
Party of the United States from 1985 to 1989 and as its Treasurer from 1983 to
1985. Following his resignation in 1989 as Chairman of the Democratic Party, he
returned to Sullivan & Worcester as a partner in general corporate practice at
the firm's Boston and Washington offices. Mr. Kirk has served on The Hartford's
Board of Directors since 1995. He is a director of Kirk-Sheppard & Co., Inc., of
which he also is Chairman and Treasurer. Mr. Kirk also is a director of ITT
Corporation (formerly ITT Destinations, Inc.) ("New ITT"), the Bradley Real
Estate Corporation and Rayonier Inc. He is Co-Chairman of the Commission on
Presidential Debates, Chairman of the Board of Directors of the John F. Kennedy
Library Foundation, Chairman of the Board of Directors of the National
Democratic Institute for International

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Affairs and a trustee of Stonehill College and St. Sebastian's School. He is a
graduate of Harvard College and Harvard Law School.

Mr. Smith has been Vice-Chairman of The Hartford since February 1, 1997 and
is President and Chief Executive Officer of the Company. He served as an
Executive Vice President of The Hartford from December 1995 until his
appointment as Vice-Chairman and has been a director of The Hartford since 1991.
Mr. Smith has been President and Chief Operating Officer of The Hartford's life
insurance subsidiaries since 1989. Prior to that time, he served as Senior Vice
President and Group Controller for all companies owned or operated by The
Hartford. Mr. Smith joined The Hartford in 1968 as a member of the Corporate
Accounting Department and in 1972 he was appointed the Secretary and Director of
Corporate Accounting. He was elected Assistant Vice President in 1974, and he
was named Controller in 1977. Mr. Smith is a director of the Connecticut
Children's Medical Center and the American Council of Life Insurance.

Mr. Swygert has been President of Howard University, Washington, D.C.,
since August 1995. Prior to that, he was President of the University at Albany,
State University of New York, since 1990. Mr. Swygert received his undergraduate
and law degrees from Howard University, has been a visiting professor and
lecturer abroad and is the author of numerous articles and publications on
higher education and the law. He has been a director of The Hartford since 1996
and is a member of the Board of Directors of The Victory Funds, Cleveland, Ohio.
Mr. Swygert also is Chairman of the Washington, D.C. Area Consortium of Colleges
and Universities, a trustee of the Institute of Public Administration and a
member of the Commission on Women in Higher Education and the Capital District
Martin Luther King, Jr. Commission.

Mr. Thomas is a retired partner of LeBoeuf, Lamb, Greene & MacRae, a law
firm in New York, New York, having practiced there from 1991 through December
31, 1994. He was President, Chief Operating Officer and a director of ITT from
1988 to 1991, and from 1983 to 1988 he was Vice-Chairman and Chief Operating
Officer of ITT Diversified Services and Chairman and Chief Executive Officer of
The Hartford. He has been a director of The Hartford since 1995 and also is a
director of Houghton-Mifflin, Connecticut Health Services and MedSpan, Inc. He
also is a former trustee of Fordham University, Wheelock College, University of
Hartford, Hartford Hospital and CT Health System. Mr. Thomas is President of
Goodspeed Opera House and the Chairman of the Old State House Association.

Mr. Ulmer is former Chairman and Chief Executive Officer of the former
Connecticut Bank and Trust Company ("CBT") and retired President of the former
Bank of New England Corporation, the former holding company of CBT ("BNEC"). He
joined CBT in 1957 and held numerous positions before being elected President
and a director in 1980 and Chairman and Chief Executive Officer in 1985. In 1988
he was elected President of BNEC, and he retired as President in December 1990.
Mr. Ulmer has been a director of The Hartford since 1995 and also serves as a
director of Rayonier Inc. and the Old State House Association. He is a graduate
of Middlebury College, the American Institute of Banking and the Harvard
Business School Advanced Management Program and attended New York University's
Graduate School of Engineering.

Mr. Zwiener has been Executive Vice President and Chief Financial Officer
of The Hartford since August 1995. From March 1993 until August 1995 he served
as Executive Vice President and Chief Financial Officer of ITT Financial
Corporation. From 1987 to February 1993, Mr. Zwiener served as Senior Vice
President and Treasurer, as well as Executive Vice President -- Capital Markets
Division, of Heller International Corporation.

Promptly following the Equity Offerings, The Hartford and the Company
expect to elect two additional directors of the Company who will be persons not
associated currently or formerly with The Hartford or the Company. The Board of
Directors will then consist of ten members, including eight who are directors
and/or officers of The Hartford. The Hartford will have the ability to change
the size and composition of the Board of Directors.

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Members of the Board of Directors will be divided into three classes with
staggered three-year terms and each class as equal in number as possible. Of the
current members of the Board of Directors, the terms of Messrs. Zwiener, Kirk
and Ulmer will expire at the next annual meeting of stockholders (expected to
occur in the second quarter of 1998), the terms of Messrs. Smith and Thomas and
one of the two individuals to be elected to the Board of Directors who is not
currently or formerly associated with The Hartford or the Company will expire at
the annual meeting of stockholders to be held in 1999 and the terms of Messrs.
Ayer, Frahm and Swygert and the other individual to be elected to the Board of
Directors who is not currently or formerly associated with The Hartford or the
Company will expire at the annual meeting of stockholders to be held in 2000.

The Board of Directors will have an audit committee which will review the
results and scope of the audit and other services provided by the Company's
independent auditors as well as review the Company's internal accounting and
control procedures and policies. The Board of Directors also will have a
compensation and personnel committee (the "Compensation and Personnel
Committee") which will oversee the compensation and benefits of the management
and employees of the Company and will consist entirely of directors who are
disinterested persons within the meaning of Rule 16b-3 under the Exchange Act.
The Board of Directors may, from time to time, establish certain other
committees to facilitate the management of the Company.

COMPENSATION OF DIRECTORS

Members of the Board of Directors who are employees of the Company or The
Hartford or their respective subsidiaries will not be compensated for service on
the Board of Directors or any committee thereof. Other directors of the Company
will receive an annual retainer fee of $20,000 payable solely in restricted
shares of Class A Common Stock, $1,000 in cash for each board meeting attended
and $1,000 in cash for each committee meeting attended. See "-- Restricted Stock
Plan for Non-Employee Directors". All directors will be reimbursed for travel
expenses incurred on behalf of the Company.

RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

Prior to the Equity Offerings, the Company is expected to adopt (and the
sole stockholder of the Company prior to the Equity Offerings is expected to
approve) the 1997 Hartford Life, Inc. Restricted Stock Plan for Non-Employee
Directors (the "1997 Restricted Stock Plan"). The 1997 Restricted Stock Plan is
designed to further the Company's objectives of attracting and retaining
individuals of ability as directors and aligning the directors' interests more
closely with the interests of its stockholders.

Under the proposed 1997 Restricted Stock Plan, directors of the Company who
are not employees of the Company, The Hartford or any of their respective
subsidiaries will automatically participate in the 1997 Restricted Stock Plan.
There will be seven directors of the Company eligible to participate in the 1997
Restricted Stock Plan.

The 1997 Restricted Stock Plan will be administered by the Compensation and
Personnel Committee. The Compensation and Personnel Committee will have the
responsibility of interpreting and establishing the rules appropriate for the
administration of the 1997 Restricted Stock Plan.

Grants of restricted Class A Common Stock will be made automatically on the
date of each annual meeting of stockholders to each non-employee director
elected at the meeting or continuing in office following the meeting. The amount
of the award will equal (and be in lieu of) the annual retainer (currently set
at $20,000 and not including meeting attendance fees) in effect for the
twelve-month period beginning on the date of the annual meeting divided by the
fair market value of one share of the Company's Class A Common Stock. Fair
market value is the average of the high and low sales price per share of Class A
Common Stock on the date of the annual meeting, as reported on the NYSE
Composite Tape. No awards will be made prior to completion of the Equity
Offerings. For periods of service on the Board of Directors preceding the
Company's first annual

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meeting, each non-employee director is expected to be granted a prorated number
of restricted shares of Class A Common Stock. Non-employee directors elected to
the Board of Directors between annual meetings also will be awarded a prorated
number of restricted shares based on the duration of their service. A total of
100,000 shares of Class A Common Stock may be issued under the 1997 Restricted
Stock Plan. However, the 1997 Restricted Stock Plan is expected to provide that
no award will be made thereunder, and the Company will have no obligation to
make any award thereunder, if such award would cause the percentage of The
Hartford's beneficial ownership of the combined voting power or the value of the
capital stock of the Company to fall below 80%. The shares to be issued may be
treasury shares, reacquired shares, authorized but unissued shares or shares
purchased on the open market. The shares of Class A Common Stock that are
granted under the 1997 Restricted Stock Plan will be registered in the name of
the director and held in escrow by the Company and will be subject to a
restriction period (after which restrictions will lapse) which shall mean a
period commencing on the grant date and ending on the earliest of (i) the fifth
anniversary of the grant date, (ii) upon retirement at age 72, (iii) upon a
"change of control" (as defined in the 1997 Restricted Stock Plan) of the
Company, (iv) death, (v) the onset of total disability, as defined in the
Hartford Investment and Savings Plan, or (vi) resignation under certain
circumstances. Except as provided above, any resignation from board service
within the restriction period will result in forfeiture of the shares. Shares
may not be sold, assigned, transferred, pledged or otherwise disposed of during
the restriction period. However, during the restriction period, a director will
have the right to vote and to receive dividends on the shares granted under the
1997 Restricted Stock Plan.

The Board of Directors may amend, suspend or discontinue the 1997
Restricted Stock Plan at any time except that the Board of Directors may not,
without stockholder approval, take any action that would cause grants of
restricted stock under the 1997 Restricted Stock Plan to no longer be exempt
from Section 16(b) of the Exchange Act, pursuant to Rule 16b-3 thereunder, or
any other regulatory requirement. No amendment, suspension or discontinuance of
the 1997 Restricted Stock Plan may impair a director's right under a restricted
stock award previously granted without his or her consent.

The 1997 Restricted Stock Plan will become effective as of the date of
consummation of the Equity Offerings and terminate on December 31, 2007;
provided, however, that grants of Restricted Stock made prior to the termination
of the 1997 Restricted Stock Plan may vest following such termination in
accordance with their terms.

NON-EMPLOYEE DIRECTORS' BENEFITS

Prior to the Equity Offerings, the Company is expected to adopt the 1997
Hartford Life, Inc. Insurance Program for non-employee directors. Under the
program, the Company will provide non-employee directors with $100,000 of group
life insurance coverage and $750,000 of accidental death and dismemberment and
permanent total disability coverage while they are serving on the Board of
Directors. Non-employee directors also may purchase additional benefits under
this program.

95
<PAGE> 98

OFFICERS

The names, ages and positions of each of the executive and other key
officers of the Company are set forth below:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------ ---- --------------------------------------------------------
<S> <C> <C>
Lowndes A. Smith.............. 57 Chief Executive Officer and President
John P. Ginnetti.............. 51 Executive Vice President, Asset Management
Thomas M. Marra............... 38 Executive Vice President, Individual Life and Annuities
Leonard E. Odell, Jr.......... 51 Senior Vice President, Specialty Insurance Operations
Raymond P. Welnicki........... 48 Senior Vice President, Employee Benefits
Gregory A. Boyko.............. 45 Senior Vice President, Chief Financial Officer and
Treasurer
Lynda Godkin.................. 43 Vice President and General Counsel
Craig R. Raymond.............. 36 Vice President and Chief Actuary
Ann M. de Raismes............. 46 Vice President, Human Resources
David M. Znamierowski......... 36 Vice President, Investment Strategy
Lizabeth H. Zlatkus........... 38 Vice President, Group Life and Disability
William A. Godfrey............ 39 Vice President, Information Technology
Robert F. Nolan............... 42 Vice President, Corporate Relations
Walter C. Welsh............... 50 Vice President, Government Affairs
</TABLE>

Set forth below is a description of the business experience, principal
occupation and employment, during at least the last five years, of the executive
and other key officers of the Company.

For Mr. Smith's business experience, principal occupation and employment
history, see information under "-- Directors".

Mr. Ginnetti has been Executive Vice President and Director of Asset
Management Services since 1994. From 1988 to 1994, he served as Senior Vice
President and Director of Individual Life and Annuities. Mr. Ginnetti joined
Hartford Life in 1982 as General Counsel. Previously, he was Assistant General
Counsel with the Life Insurance Company of North America.

Mr. Marra has been Executive Vice President and Director of Individual Life
and Annuities since 1996. Mr. Marra also oversees the Individual Life Insurance
segment. Mr. Marra joined Hartford Life in 1980 as an associate actuary. He held
positions of increasing responsibility and in 1991 was named Vice President and
Director of Individual Annuities. He was elected Senior Vice President in 1994.
He is the current Chairman of the National Association of Variable Annuities. He
also is a Fellow of the Society of Actuaries.

Mr. Odell has been Senior Vice President and Director of Specialty
Insurance Operations since 1994. Prior to that, he was Vice President, Chief
Actuary and Director of Business Development for Hartford Life. Mr. Odell joined
Hartford Life in 1973 as Actuary and has held positions of increasing
responsibility, including Vice President and Director of Individual Life
Actuarial, Marketing and Underwriting and Vice President and Director of Group
Actuarial, Marketing and Underwriting. He is a Fellow of the Society of
Actuaries.

Mr. Welnicki has been Senior Vice President and Director of Employee
Benefits since 1994. He joined Hartford Life in 1992 as Actuary, Director of
Group Actuarial and Long-Term Care. He was named Vice President of Hartford Life
in 1993. Prior to 1992, he was employed with Aetna Life & Casualty Company as
Assistant Vice President, Issues and Strategic Management. He is a Fellow of the
Society of Actuaries.

Mr. Boyko is Senior Vice President, Chief Financial Officer and Treasurer.
He joined Hartford Life in 1995 as Controller and was elected Vice President in
1996. He previously worked at ING America Life Insurance Company where he held
the position of Senior Vice President and Chief Financial Officer. His prior
experience included positions at Connecticut Mutual Life Insurance

96
<PAGE> 99

Company ("CML"), where he progressed from Controller of CML to Chief Financial
Officer of Connecticut Mutual Insurance Services. Mr. Boyko holds a Juris Doctor
degree and is a Certified Public Accountant, Chartered Life Underwriter and
Chartered Financial Consultant. He is a member of the Connecticut and American
Bar Associations and the Connecticut Society of Certified Public Accountants.

Ms. Godkin is Vice President and General Counsel. She joined Hartford Life
in 1990 as Counsel for the Employee Benefits segment. In 1994 she was named
Assistant General Counsel and Director of Hartford Life's Law Department. In
1996 she was named General Counsel of Hartford Life. She previously practiced
law at CIGNA Corporation. She began her legal career in 1981 at the law firm of
Day, Berry & Howard in Hartford, Connecticut. She is a member of the Connecticut
and American Bar Associations.

Mr. Raymond is Vice President and Chief Actuary. Since joining Hartford
Life in 1985, Mr. Raymond has held actuarial leadership positions of increased
responsibility throughout the Company. In 1992, he was named Assistant Vice
President and Director of Individual Life and Annuities, Actuarial and became
Vice President in 1994. Prior to joining Hartford Life, Mr. Raymond held
positions at Integon Corporation and The National Life and Accident Insurance
Company. He is a Fellow of the Society of Actuaries and Chairman of the American
Academy of Actuaries Committee on Life Insurance.

Ms. de Raismes is Vice President and Director of Human Resources. She
joined Hartford Life in 1984 as Manager of Staffing. She has been Director of
Human Resources since 1991 and was elected Vice President in 1994. Previously,
she held human resource management positions of increasing responsibility with
SCM Corporation. She is a member of The Hartford Foundation Board of Directors.

Mr. Znamierowski is Vice President and Director of Investment Strategy. Mr.
Znamierowski joined Hartford Life in 1996 as Director of Risk Management.
Previously, he held various positions with Aetna Life & Casualty Company,
including Vice President, Investment Strategy and Policy. From 1986 through
1991, Mr. Znamierowski held positions with Salomon Brothers Inc.

Ms. Zlatkus is Vice President and Director of Group Life and Disability.
Ms. Zlatkus held positions of increasing responsibility since joining The
Hartford in 1983. She was named Vice President and Director of Risk Management
and Business Operations in 1994. Prior to joining The Hartford, she was a senior
accountant with Peat, Marwick, Mitchell & Company. She became a Certified Public
Accountant in 1982.

Mr. Godfrey is Vice President and Director of Information Technology. He
joined the senior management team at Hartford Life in 1996 to oversee technology
management. Previously, Mr. Godfrey held information technology positions at
Fleet Financial Group and systems development positions with CIGNA Corporation
and Electronic Data Systems.

Mr. Nolan is Vice President and Director of Corporate Relations. Mr. Nolan
joined Hartford Life in 1992 and was elected Vice President in 1995. Previously,
Mr. Nolan held positions of increasing responsibility at Aetna Life & Casualty
Company in public relations, marketing communications and corporate
communications.

Mr. Welsh is Vice President and Director of Government Affairs. Mr. Welsh
has worked at The Hartford since 1979. Since 1993, Mr. Welsh has served as
Director of Government Relations for Hartford Life. From 1979 to 1993, Mr. Welsh
held various tax management positions within the Law Department of The Hartford.
He was named Assistant General Counsel in 1984 and was named Assistant Director
of Taxes in 1986. He previously practiced law with the Internal Revenue Service
and is a member of the Connecticut and American Bar Associations.

97
<PAGE> 100

EMPLOYMENT AGREEMENT

Mr. Smith currently is the only employee of the Company who is a party to
an employment agreement with The Hartford. Mr. Smith's employment agreement is
effective as of December 19, 1995 and expires on December 19, 1999. Upon
completion of the Equity Offerings, the Company is expected to become a party to
this agreement. The agreement provides, or is expected to be amended upon
completion of the Equity Offerings to provide, among other things: (i) a base
salary payable by the Company in an amount not less than $525,000 per annum,
(ii) participation in the benefit plans described herein, (iii) Mr. Smith's
employment as President and Chief Executive Officer of the Company and The
Hartford's life insurance subsidiaries, and as Vice-Chairman of The Hartford,
and (iv) certain payments and benefits in the event of termination, without
cause, by the Company or The Hartford such that Mr. Smith will receive salary,
on a monthly basis, equivalent in the aggregate to the amounts of salary
remaining unpaid until the expiration of this agreement, or, at the discretion
of the Company and The Hartford, the balance remaining of such aggregate amount
in a lump sum payment if Mr. Smith accepts other full-time employment. In
addition, as long as such salary continues to be paid, he will be eligible for
participation in certain benefit plans of the Company and The Hartford and
outstanding stock options issued by the Company and The Hartford, or he will
receive a termination allowance under The Hartford's Severance Pay Program or
other termination allowance plan if such allowance exceeds the salary described
above.

98
<PAGE> 101

EXECUTIVE COMPENSATION

SUMMARY

Since the formation of the Company, none of the executive officers of the
Company has received any compensation from the Company. All compensation has
been paid by Hartford Fire, a certain percentage of which has been allocated to
the Company's life insurance subsidiaries which have reimbursed Hartford Fire
for such cost. Upon completion of the Equity Offerings, all compensation of the
executive officers of the Company is expected to be paid by a subsidiary of the
Company.

The following table reflects all compensation paid by Hartford Fire to the
Company's chief executive officer and the other four most highly compensated
executive officers of the Company (the "Named Executives") for services rendered
to the Company for the fiscal year ended December 31, 1996.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
----------------
ANNUAL COMPENSATION SECURITIES
--------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(1)(#) COMPENSATION(2)($)
- ------------------------------ ---- ------------ ------------ ---------------- ------------------
<S> <C> <C> <C> <C> <C>
Lowndes A. Smith.............. 1996 $525,000 $ 310,000 37,200 $ 21,260
Chief Executive Officer and
President
John P. Ginnetti.............. 1996 375,000 335,000 11,500 16,802
Executive Vice President,
Asset Management
Thomas M. Marra............... 1996 350,000 610,000 16,300 16,355
Executive Vice President,
Individual Life &
Annuities
Leonard E. Odell, Jr. ........ 1996 238,000 166,400 11,500 11,215
Senior Vice President,
Specialty & International
Raymond P. Welnicki........... 1996 238,000 169,500 11,500 11,911
Senior Vice President,
Employee Benefits
</TABLE>

- ---------------
(1) Represents options to purchase shares of The Hartford common stock.

(2) Amounts in this column consist of contributions by The Hartford under the
Hartford Investment and Savings Plan and the Hartford Excess Savings Plans
(each, a defined contribution plan, as defined below), vacation time sold
under The Hartford flexible benefit programs and imputed income from group
term life insurance. Under the Hartford Investment and Savings Plan and the
Hartford Excess Savings Plans, The Hartford makes a matching contribution in
an amount equal to 50% of an employee's contribution, such matching
contributions not to exceed 3% of such employee's salary. The Hartford also
makes a non-matching contribution equal to 1/2 of 1% of an employee's
salary. Contributions under these plans for 1996 were $18,375, $13,917,
$12,250, $8,330 and $8,330 for Messrs. Smith, Ginnetti, Marra, Odell and
Welnicki, respectively. The Hartford's flexible benefit programs allow for
the sale back to The Hartford of up to one week of vacation time, and the
amounts in this column include $2,885 for each of Messrs. Smith, Ginnetti,
Marra and Odell from the sale of vacation time. In addition, The Hartford
provides certain group term life insurance coverage to employees, and
employees may purchase additional amounts of coverage. For federal income
tax purposes, income will be imputed to an employee who purchases more than
$50,000 of coverage to the extent that the value of the coverage is greater
than the premium paid. For 1996, $1,220 and $3,581 of income was imputed to
Messrs. Marra and Welnicki, respectively, and such amounts are included in
this column.

99
<PAGE> 102

OPTION GRANTS ON THE HARTFORD COMMON STOCK TO COMPANY EXECUTIVES IN LAST FISCAL
YEAR

The following table provides information on grants of options in fiscal
year 1996 to the Named Executives to purchase shares of The Hartford common
stock. No options to acquire Common Stock of the Company have been granted or
are outstanding.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZED
---------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PER PRICE APPRECIATION
UNDERLYING GRANTED TO SHARE FOR OPTION TERM(4)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ----------------------
NAME GRANTED(1) 1996(2) PRICE(3) DATE 5% 10%
- ------------------------------ ---------- ------------ -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Lowndes A. Smith.............. 37,200 2.60% $52.00 2/16/06 $1,216,440 $3,082,764
John P. Ginnetti.............. 11,500 0.80 52.00 2/16/06 376,050 953,005
Thomas M. Marra............... 16,300 1.14 52.00 2/16/06 533,010 1,350,761
Leonard E. Odell, Jr. ........ 11,500 0.80 52.00 2/16/06 376,050 953,005
Raymond P. Welnicki........... 11,500 0.80 52.00 2/16/06 376,050 953,005
</TABLE>

- ---------------
(1) Represents options to purchase shares of The Hartford common stock. The
options granted to Mr. Smith became fully exercisable on December 5, 1996,
when the closing price of The Hartford common stock was equal to or greater
than $65.00 for ten consecutive trading days. The options granted to Messrs.
Ginnetti, Marra, Odell and Welnicki are exercisable in three equal annual
installments commencing on the first anniversary date of the grant. The
exercisability, payment or vesting of options may be accelerated upon the
occurrence of a change in control (as defined in the 1995 Hartford Incentive
Stock Plan) of The Hartford.

(2) Percentages indicated are based on options to purchase a total of 1,431,217
shares of The Hartford common stock granted to 764 employees of The Hartford
during 1996.

(3) Options were granted at exercise prices that were 100% of the fair market
value of one share of common stock of The Hartford on the date of grant. The
exercise price may be paid in cash or in shares of The Hartford common stock
valued at their fair market value on the date of exercise.

(4) At the end of the three-year term of the options granted in 1996, the
projected price of a share of The Hartford common stock would be $84.70 and
$134.87 at assumed annual appreciation rates of 5% and 10%, respectively.

AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table provides information on option exercises in 1996 by the
Named Executives and the value of each such Named Executive's unexercised
options to acquire common stock of The Hartford at December 31, 1996.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED,
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS HELD AT
SHARES FISCAL YEAR-END(#) FISCAL YEAR-END(2)
ACQUIRED VALUE -------------------------- -------------------------
NAME ON EXERCISE (#) REALIZED(1) UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- --------------- ----------- ------------- ---------- -------------
EXERCISABLE
-----------
<S> <C> <C> <C> <C> <C> <C>
Lowndes A. Smith....... -- $ -- 241,216 -- $7,201,309 $ --
John P. Ginnetti....... -- -- 30,979 27,438 1,028,808 658,702
Thomas M. Marra........ -- -- 35,582 38,891 1,112,123 898,365
Leonard E. Odell,
Jr................... -- -- 13,721 19,134 444,726 392,493
Raymond P. Welnicki.... 5,333 93,114 6,591 19,350 200,034 386,331
</TABLE>

- ---------------
(1) The value realized reflects the difference between the fair market value of
a share of The Hartford common stock on the date of exercise of the option
and the per share exercise price of such option.

(2) Values are calculated for "in-the-money" options by subtracting the exercise
price per share from the per share market price of $67.50, as reported on
the NYSE Composite Tape, on December 31, 1996.

100
<PAGE> 103

LONG-TERM INCENTIVE PLANS -- AWARDS IN FISCAL YEAR 1996

The following table provides information on long-term performance share
awards made to the Named Executives during 1996.

<TABLE>
<CAPTION>
AWARDS OF PERFORMANCE SHARES
RELATING TO THE HARTFORD COMMON ESTIMATED FUTURE PAYOUTS UNDER
STOCK IN LAST FISCAL YEAR NON-STOCK PRICE-BASED PLANS(#)(1)
------------------------------------ -------------------------------------
NAME # OF SHARES PERIOD UNTIL PAYOUT(1) THRESHOLD(#) TARGET(#) MAXIMUM(#)
- -------------------------- ----------- ---------------------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Lowndes A. Smith.......... 8,250 12/31/98 4,125 8,250 16,500
John P. Ginnetti.......... 2,550 12/31/98 1,275 2,550 5,100
Thomas M. Marra........... 3,600 12/31/98 1,800 3,600 7,200
Leonard E. Odell, Jr. .... 2,550 12/31/98 1,275 2,550 5,100
Raymond P. Welnicki....... 2,550 12/31/98 1,275 2,550 5,100
</TABLE>

- ---------------
(1) Each of the Named Executives was granted the number of performance shares
relating to The Hartford common stock set forth above. The grants are
contingent upon The Hartford achieving two general performance objectives
over a three-year period ending on December 31, 1998. The performance
objectives and the extent to which a Named Executive may be entitled to a
future payout are described under "-- Hartford Stock Plan; Prior Awards".
The threshold, target and maximum number of shares that may be awarded as
set forth in the table above are based on The Hartford equally achieving
75%, 100% and 150% or more, respectively, of each of the two performance
objectives.

COMPENSATION, BENEFIT AND RETIREMENT PLANS

As described below, prior to the Equity Offerings, the Company is expected
to adopt (and the sole stockholder, prior to the Equity Offerings, is expected
to approve) the 1997 Hartford Life, Inc. Incentive Stock Plan (the "1997 Stock
Plan"), 1997 Hartford Life, Inc. Deferred Restricted Stock Unit Plan (the "1997
Bonus Swap Plan") and 1997 Hartford Life, Inc. Employee Stock Purchase Plan (the
"1997 Stock Purchase Plan") in which the officers of the Company are expected to
participate after completion of the Equity Offerings. In addition, prior to the
completion of the Equity Offerings, certain employees of the Company, including
the Named Executives, were eligible to participate in the following benefit
plans and programs operated by The Hartford: the 1995 ITT Hartford Incentive
Stock Plan (the "Hartford Stock Plan"), the 1996 ITT Hartford Deferred
Restricted Stock Unit Plan (the "Hartford Bonus Swap Plan"), the Annual
Executive Bonus Program, the Hartford Fire Insurance Company Retirement Plan for
U.S. Employees (the "Hartford Retirement Plan"), The Hartford Senior Executive
Severance Pay Program (the "Hartford Senior Executive Severance Pay Program"),
The Hartford Investment and Savings Plan (the "Hartford Investment and Savings
Plan"), the 1996 ITT Hartford Deferred Compensation Plan (the "Hartford Deferred
Compensation Plan"), the ITT Hartford Employee Stock Purchase Plan (the
"Hartford Stock Purchase Plan") and certain other plans offered as part of The
Hartford's employee welfare benefits program. After completion of the Equity
Offerings, as described herein and to the extent provided in the Hartford Stock
Plan, certain employees of the Company, including the Named Executives, will
remain eligible for vesting of restricted stock of The Hartford and receipt of
any performance shares and exercise of options previously awarded by The
Hartford under the Hartford Stock Plan. Further, after completion of the Equity
Offerings, certain employees of the Company, including the Named Executives,
will continue to be eligible under and participate in The Hartford's plans and
programs described above with respect to compensation paid by the Company and
for services rendered to the Company, except that none of the employees of the
Company, other than Mr. Smith, is expected to continue to be eligible to
participate in the Hartford Bonus Swap Plan or the Hartford Stock Plan. The
Company will reimburse The Hartford for any direct costs, distributions and
other expenses associated with post-Equity Offerings payments (and corresponding
reserves of the Company) to Company employees in respect of the Hartford Stock
Plan and the other Hartford plans referred to above pursuant to the terms of the
Master Intercompany Agreement. See "Certain Relationships and
Transactions -- Intercompany Arrangements -- Master Intercompany Agreement".

The following is a description of the compensation, benefit and retirement
plans for certain employees of the Company, including the Named Executives, that
are currently expected to be

101
<PAGE> 104

adopted by the Board of Directors, and that are maintained by The Hartford and
currently cover and are expected to continue to cover certain employees of the
Company, including the Named Executives, as described above.

1997 STOCK PLAN

GENERAL. One of the reasons for the Equity Offerings is to enable the
Company to provide meaningful long-term incentives for its key employees,
directly related to their individual and collective performance in enhancing
stockholder value. Once the Equity Offerings have been completed and a public
market has developed for the Class A Common Stock, market-based incentives based
on stock performance will allow the Company to provide significant incentives to
key employees of the Company. Awards of stock options and other market-based
incentives will permit key employees to profit as stockholder value is enhanced
(through increases in the market price for Class A Common Stock) and will also
give the Company an effective tool to encourage key employees to continue in the
employ of the Company.

The 1997 Stock Plan is expected to achieve these objectives and will be
administered by the Compensation and Personnel Committee. The 1997 Stock Plan
provides for the grant of incentive stock options (qualifying under Section 422
of the Internal Revenue Code), non-qualified stock options, stock appreciation
rights ("SARs"), performance shares and restricted stock, or any combination of
the foregoing, as the Compensation and Personnel Committee may determine, as
well as substitute stock options and restricted stock for award to key employees
who are permitted by the Compensation and Personnel Committee to surrender
previously awarded options or restricted stock of The Hartford as described
below. The 1997 Stock Plan will expire on December 31, 2007 but will continue in
effect for awards then outstanding for so long as such awards are outstanding.
No determination has yet been made as to the number of key employees of the
Company who will be eligible to participate in the 1997 Stock Plan.

The 1997 Stock Plan contains the following formula for establishing an
annual limit on the number of shares that may be awarded (or with respect to
which non-stock awards may be made) in any given calendar year (the "Annual
Limit"), the maximum number of which generally will be 1.5% of the total issued
and outstanding shares and treasury shares of Class A Common Stock as of the
December 31st immediately preceding the year of the awards (each, a "Plan
Year"). In addition, for the Plan Year that includes the Equity Offerings, the
number of shares that may be awarded will equal the Annual Limit plus the number
of substitute awards granted to key employees who are entitled to and do
surrender stock options and restricted stock previously awarded by The Hartford.
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, the 1997 Stock Plan is expected to provide that no award will
be made thereunder, and the Company will have no obligation to make any award
thereunder, if such award would cause the percentage of beneficial ownership by
The Hartford of the combined voting power or the value of the capital stock of
the Company to fall below 80%.

In addition to the foregoing, in no event shall more than five million
shares of Class A Common Stock be cumulatively available for awards of options
under the 1997 Stock Plan and no more than 20% of the total number of shares
available on a cumulative basis shall be available for awards of restricted
Class A Common Stock and awards of performance shares relating to Class A Common
Stock. For any Plan Year, no individual key employee may receive options to
acquire Class A Common Stock or SARs for more than the lesser of (i) 10% of the
Annual Limit applicable to that Plan Year or (ii) 500,000 shares; except that,
for the Plan Year that follows the date of consummation of the Equity Offerings,
each individual key employee may receive, in addition to the foregoing limit,
the number of substitute options to acquire Class A Common Stock required to
replace the surrendered options to acquire The Hartford common stock.

102
<PAGE> 105

Subject to the above limitations, shares of Class A Common Stock to be
issued under the 1997 Stock Plan may be made available from the authorized but
unissued Class A Common Stock, treasury stock or from shares purchased on the
open market or any combination of the foregoing. In the event of a
reorganization, merger, stock dividend or other change in the corporate
structure of the Company or any change in the Class A Common Stock described in
the 1997 Stock Plan, the number of shares subject to the 1997 Stock Plan, the
number of shares then subject to awards and the price per share payable on
exercise of options may be appropriately adjusted by the Compensation and
Personnel Committee.

For the purpose of computing the total number of shares of stock available
for awards under the 1997 Stock Plan, there shall be counted against the
foregoing limitations the number of shares of Class A Common Stock subject to
issuance upon exercise or settlement of awards and the number of shares of Class
A Common Stock that equal the value of awards of performance shares, in each
case determined as at the dates on which such awards are granted. If any awards
under the 1997 Stock Plan are forfeited, terminated, expire unexercised, are
settled in cash in lieu of Class A Common 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 1997 Stock Plan to the extent of such
forfeiture, termination, expiration, 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
1997 Stock Plan may be available for subsequent awards.

The Compensation and Personnel Committee, none of whose members may receive
any award under the 1997 Stock Plan, will administer the 1997 Stock Plan,
including, but not limited to, making determinations with respect to the
designation of those key employees who shall receive awards, the number of
shares to be covered by options, SARs and restricted stock awards, the exercise
price of options (which may not be less than 100% of the fair market value of
Class A Common Stock on the date of grant), other option terms and conditions,
and the number of performance shares to be granted and the applicable
performance objectives. The Compensation and Personnel Committee may impose such
additional terms and conditions on an award as it deems advisable. The
Compensation and Personnel Committee's decisions in the administration of the
1997 Stock Plan shall be binding on all persons for all purposes.

The Compensation and Personnel Committee may, in its sole discretion,
delegate such administrative powers as it may deem appropriate to the chief
executive officer or other members of senior management of the Company, except
that awards to executive officers will be made solely by the Compensation and
Personnel Committee subject to compliance with Rule 16b-3 under the Exchange
Act.

STOCK OPTIONS AND RELATED SARS. Options and related SARs under the 1997
Stock Plan will expire within ten years after grant; non-qualified stock options
and related SARs will expire not more than ten years and two days after grant.
The exercise price for options must be at least equal to the closing market
price for the Class A Common Stock, as reported on the NYSE Composite Tape, on
the date of grant. The exercise price for options must be paid to the Company at
the time of exercise and, in the discretion of the Compensation and Personnel
Committee, may be paid in the form of cash or already-owned shares of Class A
Common Stock or a combination thereof. During the lifetime of a key employee, an
option or SAR must be exercised only by the key employee (or his or her estate
or designated beneficiary) but no later than three months after his or her
termination of employment (or for longer periods as determined by the
Compensation and Personnel Committee). If termination is caused by retirement,
total disability or death, an option or SAR may be exercised within five years
after such termination (or such other period determined by the Compensation and
Personnel Committee), but in no event later than the expiration of the original
term of the option. If a key employee voluntarily resigns or is terminated for
cause, the options and SARs are canceled immediately.

103
<PAGE> 106

PERFORMANCE SHARES. Performance shares under the 1997 Stock Plan are
contingent rights to receive future payments of Class A Common Stock, cash or a
combination thereof, based on the achievement of performance objectives as
prescribed by the Compensation and Personnel Committee. Such performance
objectives will be determined by the Compensation and Personnel Committee and
may vary by employee, for a measurement period of not less than two nor more
than five years, and related to at least one of the objective criteria
enumerated in the 1997 Stock Plan, 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 Company or any such
subsidiary, affiliate, division or unit, as applicable, relative to other
entities. The maximum number of performance shares that may be granted to any
individual key employee in any given year is 100,000. The ultimate payments are
determined by the number of shares awarded and the extent that performance
objectives are achieved during the period. In the event a key employee
terminates employment during such a performance period, the key employee will
forfeit any right to payment unless the Compensation and Personnel Committee
determines otherwise. However, in the case of retirement, total disability,
death or cases of special circumstances, the key employee may, in the discretion
of the Compensation and Personnel Committee, be entitled to an award prorated
for the portion of the performance period during which he or she was employed by
the Company.

RESTRICTED SHARES. Restricted shares of Class A Common Stock awarded under
the 1997 Stock Plan will be issued subject to a restriction period set by the
Compensation and Personnel Committee during which time the shares may not be
sold, transferred, assigned or pledged or otherwise disposed of. In the event a
key employee terminates employment during a restriction period, all such shares
still subject to restrictions will be forfeited by such employee and reacquired
by the Company, except when the Compensation and Personnel Committee determines
otherwise in special circumstances. The Compensation and Personnel Committee may
provide for the lapse of restrictions where deemed appropriate and it may also
require the achievement of pre-determined performance objectives in order for
such shares to vest. The recipient, as owner of the awarded shares, shall have
all other rights of a stockholder, including the right to vote the shares and
receive dividends and other distributions during the restriction period. The
restrictions may be waived, in the discretion of the Compensation and Personnel
Committee, in the event of the awardee's retirement, total disability, death or
in cases of special circumstances.

SUBSTITUTE AND EXPECTED NEW AWARDS. In order to provide meaningful
compensation in the form of options and related rights to acquire Class A Common
Stock of the Company and restricted shares of Class A Common Stock to the
Company's key employees who surrender, upon completion of the Equity Offerings,
options and related rights to acquire common stock of The Hartford and
restricted stock of The Hartford previously awarded pursuant to The Hartford
Stock Plan (see "-- Hartford Stock Plan; Prior Awards"), the Compensation and
Personnel Committee is authorized to award to such key employees of the Company
substitute non-qualified options to acquire Class A Common Stock and restricted
Class A Common Stock of the Company, not to exceed eight million shares of Class
A Common Stock in the aggregate. As indicated above, the substitute options
awarded to any one individual by the Compensation and Personnel Committee for
the Plan Year following the date of consummation of the Equity Offerings shall
not exceed the number of non-qualified options required to replace surrendered
options on The Hartford common stock as determined by application of the
formulas described below. Subject to this limitation, shares of Class A Common
Stock to be issued upon the exercise of substitute stock options and restricted
shares may be made available from authorized but unissued shares, treasury
shares, shares purchased on the open market, or any combination of the
foregoing.

The terms and conditions of each substitute award, including, without
limitation, the time or times when, and the manner in which, each substitute
award shall be exercisable, the duration of the exercise or restriction period,
the permitted method of exercise, settlement and payment, the rules that shall
apply in the event of the termination of employment of the key employee, the
events, if any,

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that may give rise to a key employee's right to accelerate the time of exercise
of an option and the vesting provisions of restricted stock, shall be equitably
determined to preserve the economic value of the surrendered award of The
Hartford.

The following describes the 1997 awards of restricted common stock of The
Hartford and options to acquire common stock of The Hartford previously made
pursuant to the Hartford Stock Plan (see "-- Hartford Stock Plan; Prior Awards")
and the expected substitution therefor, upon completion of the Equity Offerings,
of restricted Class A Common Stock and options to acquire Class A Common Stock.
Other than the foregoing, no substitutions of Company awards for awards made by
The Hartford are expected. The following also describes new awards of restricted
Class A Common Stock and performance shares of the Company that are expected to
be made upon completion of the Equity Offerings, such awards having been
approved by The Hartford compensation and personnel committee contingent upon
completion of the Equity Offerings.

SUBSTITUTE AND NEW RESTRICTED STOCK AWARDS. Effective January 24, 1997,
The Hartford compensation and personnel committee awarded Mr. Smith 20,000
shares of restricted common stock of The Hartford pursuant to the Hartford Stock
Plan, subject to a three-year restriction period. Upon completion of the Equity
Offerings, it is expected that 10,000 of these restricted shares will be
canceled upon surrender, and that the Company's Compensation and Personnel
Committee will issue to Mr. Smith, pursuant to the Company's 1997 Stock Plan, a
number of substitute restricted shares of Class A Common Stock (rounded to the
nearest whole number) calculated as follows: the number of surrendered shares of
restricted common stock of The Hartford shall be multiplied by the average of
the closing market prices of The Hartford's common stock, as reported on the
NYSE Composite Tape, for the ten trading days following the date of consummation
of the Equity Offerings (the "Hartford Average Fair Market Value"), and then
divided by the average of the closing market prices of the Company's Class A
Common Stock, as reported on the NYSE Composite Tape, for the ten trading days
following the date of consummation of the Equity Offerings (the "Company Average
Fair Market Value"). These substitute restricted shares will be subject to the
same restriction period and other terms and conditions as the surrendered
restricted shares of The Hartford.

After completion of the Equity Offerings, it is expected that the
Compensation and Personnel Committee will award to Mr. Marra, pursuant to the
1997 Stock Plan, the nearest whole number of shares equal to the greater of the
amounts resulting from the following calculations: (i) the amount resulting from
multiplying 15,000 by $72.25 (the closing market price for one share of The
Hartford common stock, as reported on the NYSE Composite Tape, on January 24,
1997), and then dividing the resulting amount by the Company Average Fair Market
Value, or (ii) the amount resulting from multiplying 15,000 by the Hartford
Average Fair Market Value, and then dividing the resulting amount by the Company
Average Fair Market Value. One-third of these restricted shares will be subject
to a three-year restriction period and two-thirds will be subject to a
seven-year restriction period, each restriction period to begin on the effective
date of award. This award was approved, contingent upon completion of the Equity
Offerings, by The Hartford compensation and personnel committee on December 11,
1996.

SUBSTITUTE OPTION AWARDS. On January 24, 1997, The Hartford compensation
and personnel committee approved pursuant to the Hartford Stock Plan the award
to certain key employees of the Company of non-qualified options to acquire
common stock of The Hartford. The exercise price for these options is $72.25,
the closing market price for one share of The Hartford common stock, as reported
on the NYSE Composite Tape, on January 24, 1997. The Hartford granted 47,170
options to Mr. Smith on such date. These options are to become exercisable on
the earlier of (i) the date the closing market price for The Hartford common
stock, as reported on the NYSE Composite Tape, reaches and remains at 125% of
the exercise price for such options for ten consecutive trading days (rounded to
the nearest whole number) or (ii) seven years from the date of grant. The
Hartford granted 7,862, 12,579, 7,862 and 7,862 options to Messrs. Ginnetti,
Marra, Odell and Welnicki,

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respectively, on such date, These options are to become exercisable in one-third
increments on the first, second and third anniversaries of the date of grant.

After completion of the Equity Offerings, it is expected that 28,302 of the
foregoing options on The Hartford common stock granted to Mr. Smith and all of
the options to the other Named Executives will be canceled (upon surrender
within a certain time period) and that the Company's Compensation and Personnel
Committee will issue to such key employees in substitution therefor a number of
non-qualified options to acquire Class A Common Stock pursuant to the Company's
1997 Stock Plan. The number of substitute options (rounded to the nearest whole
number) issued to the Named Executives will be calculated as follows: the number
of surrendered options on The Hartford common stock shall be multiplied by the
Hartford Average Fair Market Value, and then divided by the Company Average Fair
Market Value. The substitute options will have an exercise price determined as
follows: $72.25 shall be divided by the Hartford Average Fair Market Value, and
the resulting amount shall be multiplied by 100, resulting in a percentage
amount. This percentage amount shall be multiplied by the Company Average Fair
Market Value, resulting in the exercise price for the substitute options. Such
options will become exercisable on the earlier of (i) the date the closing
market price for the Class A Common Stock, as reported on the NYSE Composite
Tape, reaches and remains at 125% of the exercise price for the substitute
options for ten consecutive trading days or (ii) seven years from the date of
grant of the canceled options.

NEW PERFORMANCE SHARE AWARDS. After completion of the Equity Offerings, it
is expected that the Compensation and Personnel Committee will award to certain
key employees of the Company a number of performance shares contingent upon the
Company achieving certain performance objectives described below. To the extent
that the performance objectives are achieved, a combination of cash and shares
of Class A Common Stock will be paid to such key employees pursuant to the terms
of the 1997 Stock Plan. The number of performance shares (rounded to the nearest
whole number) to be awarded will be calculated as follows: the dollar value
approved by The Hartford compensation and personnel committee with respect to a
key employee, contingent upon completion of the Equity Offerings, shall be
divided by 75% of the Company Average Fair Market Value.

Under the terms of the expected performance share awards, there will be two
equally weighted performance objectives measured over the performance period
beginning on the date of consummation of the Equity Offerings and ending on
December 31, 1999: performance award core earnings per share of the Company
("Performance Core Earnings") and total stockholder return ("TSR"). Performance
Core Earnings will be defined as the Company's GAAP net income minus (i) net
realized capital gains and/or losses except for capital items related to Closed
Book GRC; (ii) income or losses associated with one-time accounting changes;
(iii) the entire amount of any individual non-catastrophe loss associated with
any significant, unusual and non-recurring charge that exceeds $100 million; and
(iv) the income or losses associated with the liabilities allocated pursuant to
the Spin-Off Distribution Agreement in connection with the ITT Spin-Off. TSR
will be measured by the difference between the price of the Company's Class A
Common Stock at the beginning of the performance period and the price at the end
of such period (assuming the reinvestment of dividends paid), compared with the
TSR of the stock of the companies in the Merrill Lynch Life Insurance Stock
Index, a recognized index of publicly traded life insurance companies. There
will be a minimum threshold, a target and a maximum cap for Performance Core
Earnings and TSR to be achieved in connection with the awards, such targets
having been approved, contingent upon completion of the Equity Offerings, by The
Hartford compensation and personnel committee. If the targets are achieved, the
key employees will receive 100% of the performance shares awarded (payable
one-third in cash and two-thirds in Class A Common Stock). If the minimum
thresholds are not achieved, the key employees will not receive any of the
performance shares awarded. If the Performance Core Earnings and TSR achieved
exceed the minimum thresholds but fall below the targets, key employees will
receive awards adjusted downward by interpolation to reflect falling

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short of the targets. If the targets are exceeded, the executives will receive
awards adjusted upward by interpolation subject to a maximum cap.

After completion of the Equity Offerings, the Company expects to make
performance share awards to Messrs. Smith, Ginnetti, Marra, Odell and Welnicki
equal to $360,000, $100,000, $160,000, $100,000 and $100,000, respectively.

COMPENSATION UPON CHANGE OF CONTROL. The 1997 Stock Plan provides for the
automatic protection of intended economic benefits for key employees in the
event of a change of control of the Company (i.e., upon the occurrence of an
"Acceleration Event" as defined below). Notwithstanding any other provisions of
the 1997 Stock Plan, upon the occurrence of an Acceleration Event (a) all
options and SARs will generally become immediately exercisable for a period of
60 calendar days; (b) all options and SARs will continue to be exercisable for a
period of seven months in the case of an employee whose employment is terminated
other than for "just cause" (as defined in the 1997 Stock Plan) or who
voluntarily terminates employment because of a good faith belief that such
employee will not be able to discharge his or her duties; (c) SARs exercised
during the 60-day period will be settled fully in cash based on a formula price
generally reflecting the highest price paid for a share of Class A Common Stock
during the 60-day period preceding the date such SARs are exercised; (d)
"limited stock appreciation rights" shall automatically be granted on all
outstanding options not otherwise covered by SARs, which shall generally be
immediately exercisable in full and which shall entitle the holders to the same
exercise period and formula price referred to in clauses (a), (b) and (c) above;
(e) outstanding performance share awards shall automatically vest, with the
valuation of such performance shares based on the formula price; and (f)
restrictions applicable to awards of restricted stock shall be automatically
waived.

"Acceleration Event" is generally defined in the 1997 Stock Plan as any of
the following events: (i) the filing of a report on Schedule 13D with the
Commission pursuant to Section 13(d) of the Exchange Act disclosing that any
person (within the meaning of Section 13(d) of the Exchange Act), other than the
Company, The Hartford, any of their respective subsidiaries or any employee
benefit plan sponsored by any of the foregoing, is the beneficial owner (as such
term is defined in Rule 13d-3 under the Exchange Act) directly or indirectly of
the greater of (A) the percentage of the outstanding capital stock owned at such
time by The Hartford or (B) 20% or more of the outstanding capital stock
(calculated as provided in paragraph (d) of Rule 13d-3 under the Exchange Act in
the case of rights to acquire Common Stock); (ii) the purchase by any person
(within the meaning of Section 13(d) of the Exchange Act), other than any of the
entities described in clause (i) above, of shares pursuant to a tender offer or
exchange offer to acquire any capital stock (or securities convertible into
capital 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 Exchange Act) directly or
indirectly of the greater of (A) the percentage of the outstanding capital stock
owned at such time by The Hartford or (B) 15% or more of the outstanding capital
stock (calculated as provided in paragraph (d) of Rule 13d-3 under the Exchange
Act in the case of rights to acquire capital stock); (iii) the approval by the
stockholders of the Company of (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 capital stock would be converted into cash, securities or other
property, other than a merger of the Company in which holders of capital stock
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) a change in a majority of the members of the Board of
Directors within a twelve-month period unless the election or nomination for
election by the Company's stockholders of each new director during such
twelve-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 twelve-month period;
or (v) the occurrence of an Acceleration Event (as defined in the Hartford Stock
Plan) with respect to The Hartford at a time

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when The Hartford beneficially owns more than 50% of the combined voting power
and value of the capital stock of the Company. The 1997 Stock Plan is expected
to provide that a sale of The Hartford's interest in the Company will not be
considered an Acceleration Event.

AMENDMENT AND TERMINATION OF THE 1997 STOCK PLAN. The Board of Directors
may amend or discontinue the 1997 Stock Plan at any time and, specifically, may
make such modifications to the 1997 Stock Plan as it deems necessary to avoid
the application of Section 162(m) of the Internal Revenue Code and the United
States Treasury regulations issued thereunder. However, stockholder approval is
required for certain amendments, including any amendment applicable to tax
qualified options which may (i) increase the number of shares reserved for
awards (except as provided in the 1997 Stock Plan with respect to stock splits
or other similar changes) or (ii) materially change the group of employees
eligible for awards.

1997 BONUS SWAP PLAN

Prior to the completion of the Equity Offerings, the Board of Directors is
expected to adopt the 1997 Bonus Swap Plan, a component of the 1997 Stock Plan.
Under the 1997 Bonus Swap Plan, key employees who elect to receive a portion of
their annual bonuses in the form of contractual rights to receive shares of
Class A Common Stock after the expiration of a three-year restriction period
(the "elective shares") are awarded contractual rights to receive additional
"premium" shares of restricted Class A Common Stock equal to 10% of the elective
shares. The premium shares are also subject to a three-year restriction period.
In the event a key employee terminates employment during the restriction period,
the premium shares are forfeited by such employee and reacquired by the Company
unless the Compensation and Personnel Committee provides otherwise where deemed
appropriate in accordance with the 1997 Stock Plan. The restrictions on the
premium shares may be waived, in the discretion of the Compensation and
Personnel Committee, in the event of the key employee's retirement, total
disability, death or in cases of special circumstances. The elective shares are
nonforfeitable. The key employee will have no stockholder rights by virtue of
participation in the 1997 Bonus Swap Plan, but will have the right to direct the
voting of actual Company shares (owned by a grantor trust) corresponding to the
number of elective and premium shares awarded to the executive. Additional
elective and premium shares are awarded to a key employee equal to any dividend
paid during the restriction period on the number of shares of Class A Common
Stock corresponding to the elective and premium shares previously awarded. Such
additional elective and premium shares are subject to the same conditions as the
elective and premium shares with respect to which they are awarded. The 1997
Bonus Swap Plan is expected to provide that no awards shall be made thereunder,
and the Company shall have no obligation to make any awards thereunder, if such
an award would cause the percentage of beneficial ownership of The Hartford of
the combined voting power or the value of the capital stock of the Company to
fall below 80%.

1997 STOCK PURCHASE PLAN

The 1997 Stock Purchase Plan is intended to meet the applicable
requirements of Section 423 of the Internal Revenue Code. Under the 1997 Stock
Purchase Plan, all full-time and certain part-time employees of the Company who
meet certain minimum service requirements will be eligible to purchase shares of
Class A Common Stock by means of payroll deductions. Eligible employees may
elect to participate in quarterly offering periods ("Purchase Periods") under
the 1997 Stock Purchase Plan by authorizing after-tax payroll deductions of up
to 10% (in whole percentages) of their salary for the purchase of shares of
Class A Common Stock under the Stock Purchase Plan. The 1997 Stock Purchase Plan
will have a term of five years and a maximum aggregate number of shares of Class
A Common Stock available thereunder of 2.7 million. The price at which shares of
Class A Common Stock will be purchased at the end of each Purchase Period will
be 85% of the closing market price, as reported on the NYSE Composite Tape, at
the beginning or end of the Purchase Period (or the nearest prior trading day),
whichever is less. No participating employee will be entitled in any calendar
year under the 1997 Stock Purchase Plan to purchase Class A Common

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Stock having an aggregate closing market price at the beginning of the
applicable Purchase Period, as reported on the NYSE Composite Tape (or the
nearest prior trading day), in excess of $25,000. Further, the 1997 Stock
Purchase Plan is expected to provide that no Class A Common Stock may be
purchased thereunder, and the Company will have no obligation to permit the
purchase of Class A Common Stock thereunder, if such purchase would cause the
percentage of beneficial ownership by The Hartford of the combined voting power
or the value of the capital stock of the Company to fall below 80%. Additional
restrictions may apply to employees deemed to be "insiders" under Section 16 of
the Exchange Act in order to comply with the exemption provided by Rule 16b-3
thereunder. Shares of Class A Common Stock available for issuance under the 1997
Stock Purchase Plan may be made available from treasury shares, authorized but
unissued shares, reacquired shares, shares purchased on the open market, or any
combination of the foregoing.

HARTFORD STOCK PLAN; PRIOR AWARDS

The Hartford Stock Plan has been in place since December 1995. The terms
and provisions of the Hartford Stock Plan are identical in material part to
those of the Company's 1997 Stock Plan (see "-- 1997 Stock Plan"), except that
awards are made to key employees of The Hartford and its subsidiaries and
affiliates by and in the discretion of The Hartford compensation and personnel
committee in the form of tax-qualified incentive stock options and non-qualified
options and related rights to acquire common stock of The Hartford, SARs
relating to common stock of The Hartford, performance shares payable in cash and
common stock of The Hartford and restricted shares of common stock of The
Hartford. After completion of the Equity Offerings, the employees of the Company
will remain eligible for awards under the Hartford Stock Plan; however, The
Hartford compensation and personnel committee is not expected to make awards
pursuant to the Hartford Stock Plan to any employees of the Company except Mr.
Smith.

As indicated above, 10,000 of the restricted shares of common stock of The
Hartford awarded to Mr. Smith on January 24, 1997 pursuant to the Hartford Stock
Plan are expected, upon completion of the Equity Offerings, to be canceled upon
surrender thereof, and restricted shares of Class A Common Stock of the Company
are expected to be issued in substitution therefor pursuant to the 1997 Stock
Plan. See "-- 1997 Stock Plan -- Substitute and New Restricted Stock Awards".
The remaining 10,000 restricted shares awarded to Mr. Smith on such date will
not be subject to substitution.

Certain options to acquire common stock of The Hartford granted to key
employees of the Company on February 14, 1996 pursuant to the Hartford Stock
Plan will not be subject to cancelation and substitution. For Mr. Smith, such
options have an exercise price of $52 per share and are presently exercisable.
For Messrs. Ginneti, Marra, Odell and Welnicki, such options are to become
exercisable in one-third increments on the first, second and third anniversaries
of the grant date, and are subject to the general terms of the Hartford Stock
Plan.

As indicated above, on January 24, 1997, The Hartford compensation and
personnel committee awarded Mr. Smith options to acquire 47,170 shares of common
stock of The Hartford pursuant to the Hartford Stock Plan. Of these options,
18,868 will not be subject to substitution. These options have an exercise price
of $72.25 per share and will become exercisable on the earlier of (i) the date
the closing market price for The Hartford's common stock, as reported on the
NYSE Composite Tape, reaches and remains at 125% of the exercise price for such
options for ten consecutive trading days or (ii) seven years from the date of
grant.

On February 14, 1996, The Hartford compensation and personnel committee
made contingent awards of performance shares to certain key employees of the
Company, including the Named Executives. The awards are contingent upon The
Hartford achieving certain performance objectives described below. To the extent
that the performance objectives are achieved, cash and shares of The Hartford
common stock will be granted to such key employees pursuant to the performance
share provisions of the Hartford Stock Plan. These performance shares will not
be subject to

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cancelation and substitution, but rather will become payable after the
performance period to the extent described below.

Under the terms of the awards, there are two equally weighted performance
objectives measured over the 1996-1998 performance period: core earnings per
share of The Hartford ("Hartford Core Earnings") and TSR. Hartford Core Earnings
is defined as The Hartford's GAAP net income minus: (i) net realized capital
gains or losses; (ii) income or losses due to changes in methods of accounting;
(iii) the amount of losses from individual catastrophes in excess of 1% of
worldwide property-casualty earned premium for the year; (iv) the amount of any
individual non-catastrophe loss associated with any non-recurring charge that
exceeds $100 million; and (v) the income or loss associated with allocations
resulting from the liability sharing agreement entered into in connection with
the ITT Spin-Off. TSR is measured by the difference between the price of The
Hartford's common stock as of January 1, 1996 and the price as of December 31,
1998 (assuming the reinvestment of dividends paid), compared with the TSR of the
stock of a group of peer insurance companies.

The Hartford compensation and personnel committee established a minimum
threshold, a target and a maximum cap for Hartford Core Earnings and TSR to be
achieved in connection with the awards. If the targets are achieved, the key
employee will receive 100% of the performance shares awarded (payable one-third
in cash and two-thirds in common stock of The Hartford). If the minimum
thresholds are not achieved, the key employee will not receive any of the
performance shares awarded. If the Hartford Core Earnings and TSR achieved
exceed the minimum thresholds but fall below the targets, the key employee will
receive awards adjusted downward by interpolation to reflect falling short of
the targets. If the targets are exceeded, the key employee will receive awards
adjusted upward by interpolation subject to the maximum cap.

On January 24, 1997, the Hartford compensation and personnel committee
awarded Mr. Smith 4,444 performance shares relating to common stock of The
Hartford pursuant to the Hartford Stock Plan. This award will not be subject to
substitution. The terms of the award are substantially similar to those
described above with respect to awards of performance shares made on February
14, 1996, except that the performance period for the award runs from 1997 to
1999 and the "Performance Core Earnings" definition applies.

ANNUAL EXECUTIVE BONUS PROGRAM

Certain executives and key managers of the Company, including the Named
Executives, will be eligible to participate in an annual incentive bonus program
(the "Annual Bonus Program") administered by The Hartford. Under this program,
each executive and key manager is assigned a target bonus based on grade and
position, expressed as a percentage of the individual's year end base salary
rate. At year end, the aggregate amount of individual target bonuses is adjusted
in accordance with a pre-established formula to create a bonus pool for the
year.

For 1996, the Company measures net income and ROE against budgeted amounts
for the year and the measures are weighted 60% and 40%, respectively. Corporate
staff, including Mr. Smith, will be measured by a weighted average performance
factor for the Company. The maximum bonus pool is 200% of the aggregate target
bonus. Individual bonus amounts from the bonus pool are determined on a
discretionary basis taking into account specific personal contributions during
the year.

For 1996, incentive bonus programs were developed for Messrs. Ginnetti,
Marra, Welnicki and Odell. Financial measures and target bonuses are unique to
each such Named Executive. At year end, the individual target bonuses are
adjusted in accordance with the pre-established formula under each plan, with a
maximum bonus payout at 200% of target. The incentive formulas used to calculate
these individual target bonuses are based on various financial measures,
including ROE, net income and sales for the respective areas of responsibility
for such individuals, as well as the Company's net income and certain other
discretionary measures.

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During 1996, the target bonus adjustment factors pursuant to the above
formulas were 178.7% for Mr. Ginnetti, 290.5% for Mr. Marra, 142.4% for Mr.
Welnicki and 139.8% for Mr. Odell. In total, approximately $4,297,000 was
authorized for expenditure to approximately 100 executives and key managers of
the Company, including the amounts indicated in the Summary Compensation Table
for the Named Executives.

Bonus awards for certain Company executives that are payable in 1997 are
subject to approval by The Hartford compensation and personnel committee and
Company senior line of business management.

For 1997, the formula for the Company's bonus program, which includes Mr.
Smith, measures "core earnings" (as defined pursuant to the Annual Bonus
Program) and ROE against budgeted amounts for the year, weighted at 60% and 40%,
respectively.

For 1997, incentive bonus programs, similar to those described above for
1996, have been developed for Messrs. Ginnetti, Marra, Odell and Welnicki.
Financial measures, including a core earnings measure for bonus purposes, and
target bonuses are unique to each executive. At year end, the individual target
bonuses are adjusted in accordance with the pre-established formula under each
plan, with a maximum bonus payout at 200%. These individual target bonuses are
calculated in a manner substantially similar to the 1996 incentive bonus
programs.

HARTFORD RETIREMENT PLAN

The Hartford Retirement Plan covered substantially all eligible U.S.
salaried employees of the Company and its subsidiaries, including the Named
Executives, prior to the Equity Offerings and will continue to do so after the
completion thereof. An employee's annual pension will equal 2% of his or her
average final compensation up to thirty years of benefit service, reduced by
1 2/3% of the employee's primary Social Security benefit for each such year of
benefit service; provided that no more than one-half of an employee's primary
Social Security benefit is used for such reduction. An employee's average final
compensation is defined under the Hartford Retirement Plan as the total of (i)
an employee's average annual base salary earned in the 60 calendar months during
the last 120 consecutive calendar months of eligible service affording the
highest such average, plus (ii) a member's average annual compensation, not
including base salary, for the five calendar years of the member's last 120
consecutive calendar months of eligible service affording the highest such
average. The Hartford Retirement Plan also provides for undiscounted early
retirement pensions for employees who retire at or after age 60 following
completion of fifteen years of eligible service. An employee will be vested in
benefits accrued under the Hartford Retirement Plan upon completion of five
years of eligible service.

Applicable federal law limits the amount of benefits that can be paid and
compensation that may be recognized under a tax-qualified retirement plan.
Therefore, The Hartford has non-qualified unfunded retirement plans (the
"Hartford Excess Retirement Plans") for payment of those benefits at retirement
for eligible employees that cannot be paid from the qualified Hartford
Retirement Plan. After the completion of the Equity Offerings, certain employees
of the Company, including the Named Executives, also will remain eligible to
participate in the Hartford Excess Retirement Plans. The practical effect of the
Hartford Excess Retirement Plans is to continue calculation of retirement
benefits for all employees on a uniform basis. The Hartford also maintains an
excess plan trust under which excess benefits under the Hartford Excess
Retirement Plans for certain officers of The Hartford are funded. Any such
employee may indicate a preference, subject to certain conditions, to receive
any excess benefit in the form of a single discounted lump-sum payment. Any
"excess" benefit accrued to any such employee will be immediately payable in the
form of a single discounted lump sum payment upon the occurrence of a change in
corporate control (as defined in the Hartford Excess Retirement Plan). Upon the
completion of the Equity Offerings, such excess plan trust will continue to
provide such benefits to any eligible Company officers.

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Based on various assumptions as to remuneration and years of service,
before Social Security reductions, the following table illustrates the estimated
annual benefits payable from the Hartford Retirement Plan at retirement at age
65 that are paid for by the Company.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
AVERAGE YEARS OF SERVICE
FINAL ------------------------------------------------
COMPENSATION 15 20 25 30
------------------------------------ --------- --------- --------- ---------
<S> <C> <C> <C> <C>
$ 50,000.......................... $ 15,000 $ 20,000 $ 25,000 $ 30,000
100,000.......................... 30,000 40,000 50,000 60,000
300,000.......................... 90,000 120,000 150,000 180,000
500,000.......................... 150,000 200,000 250,000 300,000
750,000.......................... 225,000 300,000 375,000 450,000
1,000,000.......................... 300,000 400,000 500,000 600,000
1,500,000.......................... 450,000 600,000 750,000 900,000
</TABLE>

The amounts shown under "Salary" and "Bonus" opposite the names of the
Named Executives in the Summary Compensation Table in "-- Executive
Compensation -- Summary" comprise the compensation that is used for purposes of
determining "average final compensation" under the plan. The years of service
with the Company of each of the Named Executives for eligibility and benefit
purposes as of December 31, 1996, are as follows: Mr. Smith, 28.75 years; Mr.
Ginnetti, 14.5 years; Mr. Marra, 16.58 years; Mr. Odell, 23.33 years; and Mr.
Welnicki, 4.17 years.

HARTFORD SENIOR EXECUTIVE SEVERANCE PAY PROGRAM

The Hartford Senior Executive Severance Pay Program applies to the
Company's senior executives, including, as of December 31, 1996, the Named
Executives. Under the Hartford Senior Executive Severance Pay Program, if a
participant's employment is terminated by the Company, other than for misconduct
or other disciplinary action or in other events specified in the program, the
participant is entitled to severance pay in an amount up to 24 months of base
salary from the Company depending upon his or her length of service, except that
Mr. Smith is entitled to severance pay for the greater of (i) the remaining term
of his employment contract (his current contract expires on December 19, 1999)
or (ii) 24 months. The Hartford Senior Executive Severance Pay Program provides,
however, that in no event will severance pay (for the Company's senior
executives, including the Named Executives, other than Mr. Smith) exceed the
amount of base salary from the Company for the number of months remaining
between the termination of employment and the participant's normal retirement
date, and that in no event will the total amount of severance pay exceed two
times the participant's total annual compensation during the year immediately
preceding such termination. The Hartford Senior Executive Severance Pay Program
includes offset provisions for other compensation from the Company and
requirements on the part of executives with respect to non-competition and
compliance with certain standards of conduct. Under the Hartford Senior
Executive Severance Pay Program, severance payments would ordinarily be made
periodically over the scheduled term of such payments, however the Company and
The Hartford have the option to make such payments in the form of a single
lump-sum payment discounted to present value.

The annual base salaries of Messrs. Smith, Ginnetti, Marra, Odell and
Welnicki as of December 31, 1996 were $525,000, $375,000, $350,000, $238,000 and
$238,000, respectively.

HARTFORD INVESTMENT AND SAVINGS PLAN

The salaried employees of the Company who, prior to the Equity Offerings,
have been participants in the Hartford Investment and Savings Plan, including
the Named Executives, will continue to be eligible to participate in the Plan
after the completion of the Equity Offerings. However, future employer
contributions to the Hartford Investment and Savings Plan, on behalf of

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<PAGE> 115

Company employees, will be made in Class A Common Stock of the Company and a new
investment fund permitting employees of the Company and The Hartford to invest
their own prior and future contributions in the Company's stock will be added to
the Plan. Employees of the Company may also elect to transfer to the new
investment fund, within a certain time period, contributions previously made by
The Hartford on their behalf. The Hartford Investment and Savings Plan is a
defined contribution plan that is intended to be tax-qualified under Sections
401(a) and 401(k) of the Internal Revenue Code. The Hartford Investment and
Savings Plan is expected to provide that no contributions of Class A Common
Stock will be made thereunder, and the Company and The Hartford shall have no
obligation to make or permit any contribution thereunder, if such contribution
would cause the percentage of beneficial ownership by The Hartford of the
combined voting power or the value of the capital stock of the Company to fall
below 80%.

Federal legislation limits the annual contributions which an employee may
make to the Hartford Investment and Savings Plan. Accordingly, The Hartford has
adopted Excess Savings Plans (the "Hartford Excess Savings Plans") and, after
the completion of the Equity Offerings, the Company's employees will continue to
be eligible for the Hartford Excess Savings Plans, which will enable an employee
who is precluded by these limitations from contributing the entire 6% of his or
her salary to the Hartford Investment and Savings Plan to make up the shortfall
through salary deferrals to the Hartford Excess Savings Plan and thereby receive
an amount credited to a book reserve account maintained by The Hartford equal to
the 50% matching employer contribution and one-half of 1% non-matching employer
contribution otherwise allowable under the Hartford Investment and Savings Plan.
Salary deferrals, employer contributions and imputed earnings will be entered
into a book reserve account maintained by The Hartford for each participant in
the Hartford Excess Savings Plan.

HARTFORD DEFERRED COMPENSATION PLAN

Employees of The Hartford who meet certain salary level standards have been
participants in the Hartford Deferred Compensation Plan. It is intended that the
employees of the Company, including the Named Executives, who meet such
standards will continue to be eligible for the Hartford Deferred Compensation
Plan after the completion of the Equity Offerings. Under the Hartford Deferred
Compensation Plan, eligible employees with eligible compensation of $200,000 or
more may elect to defer receipt of up to 100% of their 1997 bonus. The Hartford
will credit participating employees a hypothetical return on the deferred
compensation based upon the performance of benchmark investment funds made
available under the plan and selected by the executive to measure such return.

EMPLOYEE WELFARE BENEFITS

After the completion of the Equity Offerings, salaried employees of the
Company and its participating subsidiaries, including the Named Executives, will
continue to participate in the broad-based employee welfare benefits program
which is currently sponsored by The Hartford. The Company's salaried employees
will participate in The Hartford's comprehensive benefits program, which will
include group medical and dental coverage, group life insurance and other
benefit plans, in addition to the pension program and investment and savings
plan available to salaried employees of The Hartford described previously.

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<PAGE> 116

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth at March 14, 1997, the beneficial ownership
of common stock, par value $.01 per share, of The Hartford by the Company's
directors, the Named Executives and all the directors and executive officers of
the Company as a group.

<TABLE>
<CAPTION>
AMOUNT
BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED(1)(2)
--------------------------------------------------------------- -----------
<S> <C>
Ramani Ayer.................................................... 265,298
Donald R. Frahm................................................ 379,536
Paul G. Kirk, Jr. ............................................. 1,873
Lowndes A. Smith............................................... 265,698
H. Patrick Swygert............................................. 606
DeRoy C. Thomas................................................ 26,624
Gordon I. Ulmer................................................ 2,863
David K. Zwiener............................................... 115,333
John P. Ginnetti............................................... 98,036
Thomas M. Marra................................................ 63,219
Leonard E. Odell, Jr. ......................................... 29,880
Raymond P. Welnicki............................................ 14,140
All directors and executive officers of the Company
as a group (15) persons)..................................... 1,276,508
</TABLE>

- ---------------
(1) All shares are owned directly except as otherwise indicated below. Pursuant
to regulations of the Commission, shares (i) that may be acquired by
directors and executive officers upon exercise of stock options exercisable
within sixty days after March 14, 1997, (ii) allocated to the accounts of
certain directors and executive officers under the Hartford Investment and
Savings Plan based on a valuation of plan accounts as of December 31, 1996,
(iii) acquired by directors and executive officers under the Hartford
Dividend Reinvestment and Cash Payment Plan through March 14, 1997, (iv)
owned by a director's or executive officer's spouse or minor child or (v)
that have been granted under the Hartford Incentive Stock Plan or the 1995
ITT Hartford Group, Inc. Restricted Stock Plan for Non-Employee Directors
and are restricted, but as to which the directors or executive officers have
the right to vote, are deemed to be beneficially owned by such directors and
executive officers as of such date and are included in the number of shares
listed in the table above.

Of the number of shares shown above, the following represent shares that may
be acquired upon exercise of stock options that are exercisable within sixty
days after March 14, 1997 by: Mr. Smith, 241,216 shares; Mr. Ginnetti,
38,165 shares; Mr. Marra, 55,216 shares; Mr. Odell, 19,901 shares; Mr.
Welnicki, 13,240 shares; and all directors and executive officers as a
group, 1,024,518 shares.

(2) The shares of The Hartford's common stock beneficially owned by each person
named above do not exceed 1% of the issued and outstanding shares of common
stock of The Hartford. The shares beneficially owned by all the directors
and executive officers of the Company as a group are approximately 1% of
such issued and outstanding shares.

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<PAGE> 117

CERTAIN RELATIONSHIPS AND TRANSACTIONS

GENERAL

The Hartford is currently the beneficial owner of all the capital stock of
the Company. Following the Equity Offerings, The Hartford will continue to be
the controlling stockholder of the Company and will beneficially own 100% of the
outstanding Class B Common Stock, which will represent approximately 96.1% of
the combined voting power of all the outstanding Common Stock and approximately
83.2% of the economic interest in the Company (or approximately 95.6% and 81.4%,
respectively, if the Underwriters' over-allotment options are exercised in
full). For so long as The Hartford continues to beneficially own shares of
Common Stock representing more than 50% of the combined voting power of the
outstanding Common Stock, it generally will be able to approve any matter
submitted to a vote of the stockholders, including, among other things, the
election of the entire Board of Directors or the amendment of the Certificate of
Incorporation and By-laws without the consent of the other stockholders of the
Company. In addition, through its controlling beneficial ownership of the
Company (as well as certain provisions of the Master Intercompany Agreement
discussed under "-- Intercompany Arrangements -- Master Intercompany
Agreement"), The Hartford will be able to exercise a controlling influence over
the business and affairs of the Company, including determinations with respect
to mergers or other business combinations involving the Company, the acquisition
or disposition of assets by the Company, the Company's access to the capital
markets, the payment of dividends and any change in control of the Company. In
the foregoing situations or otherwise, various conflicts of interest between the
Company and The Hartford could arise. Furthermore, ownership interests of
directors or officers of the Company in common stock of The Hartford or service
as a director or officer of both the Company and The Hartford could create, or
appear to create, potential conflicts of interest when directors and officers
are faced with decisions that could have different implications for the Company
and The Hartford.

COMPETITION

The Hartford historically has conducted the operations of its Annuity,
Individual Life Insurance and Employee Benefits segments (each as described in
this Prospectus) in the United States and Canada solely through the Company and
its subsidiaries. The Hartford has informed the Company that it currently
intends to continue this strategy with respect to those products and services
currently being offered by the Company through those business segments.
Separately, The Hartford has informed the Company that The Hartford intends to
engage in efforts to provide investment management services to large businesses,
some of which may be customers of the Company. The Company currently does not
plan to enter those lines of business in the United States and Canada in which
The Hartford or any of its subsidiaries (other than the Company or any of its
subsidiaries) currently operates. The Hartford currently provides commercial
property-casualty insurance, property-casualty reinsurance and personal lines
(including homeowners and auto) coverages.

The Hartford historically has conducted its international life insurance
and annuity operations both through the Company, and its subsidiaries, and
through other subsidiaries of The Hartford. Currently, The Hartford holds life
insurance and annuity operations internationally through direct or indirect
wholly owned subsidiaries in The Netherlands, Spain and the United Kingdom,
while the Company operates lines of business in Brazil and Argentina. There is
no current intention on the part of the Company or The Hartford to enter such
lines of business in countries in which The Hartford or the Company,
respectively, currently operates.

The Certificate of Incorporation of the Company provides that, subject to
any contractual agreements of the Company to the contrary, and subject to
applicable law, The Hartford or any subsidiary thereof (other than the Company
or any of its subsidiaries) will have the right to compete with the Company or
any of its subsidiaries. For a further discussion of the Company's Certificate
of Incorporation, see "Certain Provisions of the Certificate of Incorporation
and By-laws of the Company". It is possible that areas of competition and
conflicts of interest may arise between the

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<PAGE> 118

two companies or their respective subsidiaries in the future. No assurance can
be given that such areas of competition or conflicts of interest will not arise
or will be resolved in a manner favorable to the Company.

The Hartford has advised the Company that its current intent is to continue
to hold all the Class B Common Stock it beneficially owns. However, The Hartford
has no contractual obligation to retain its shares of Class B Common Stock,
except for a limited period described in "Underwriting". In addition, the
Company has agreed that it will, upon the request of The Hartford, use its best
efforts to effect the registration under applicable federal and state securities
laws of any shares of Common Stock held by The Hartford or any of its
affiliates. See "-- Intercompany Arrangements -- Master Intercompany Agreement".
The address of The Hartford is Hartford Plaza, Hartford, Connecticut 06115.

BOARD OF DIRECTORS

Promptly following the Equity Offerings, The Hartford and the Company
expect to elect two additional directors of the Company who will be persons not
currently or formerly associated with The Hartford or the Company. The Board of
Directors will then consist of ten members, including eight who are directors
and/or officers of The Hartford. See "Management -- Directors". Members of the
Board of Directors will be divided into three classes and serve staggered
three-year terms. The Hartford will have the ability to change the size and
composition of the Company's Board of Directors.

INTERCOMPANY ARRANGEMENTS

The Company's relationship with The Hartford will be governed by, among
other things, certain agreements to be entered into in connection with the
Equity Offerings and possibly in the future, including the Master Intercompany
Agreement, the Investment Management Agreements, the Tax Sharing Agreement and
the Simsbury Sublease, the material terms of which are summarized below. The
agreements entered into in connection with the Equity Offerings generally will
maintain the relationship between the Company and The Hartford in a manner
consistent in all material respects with past practice. Under applicable
insurance holding company laws, agreements between the Company's insurance
subsidiaries and The Hartford or its affiliates must be fair and reasonable and
may be subject to the approval of applicable state insurance commissioners.
However, none of these agreements, nor any agreements entered into in the future
between the Company and The Hartford or their respective subsidiaries (for so
long as The Hartford maintains controlling beneficial ownership in the Company),
will result from arm's-length negotiations and, as a result, the terms of
certain of such agreements may be less favorable to the Company than could be
obtained from an independent third party.

The descriptions set forth below are intended to be summaries and, while
material terms of the agreements are set forth herein, the descriptions are
qualified in their entirety by reference to the relevant agreement or form
thereof filed with the Registration Statement of which this Prospectus forms a
part.

MASTER INTERCOMPANY AGREEMENT

SERVICES. The Company and The Hartford will enter into the Master
Intercompany Agreement which will identify those services that The Hartford will
agree to provide to the Company and that the Company will agree to provide to
The Hartford, with the costs of such services allocated according to established
methodologies determined on an annual basis by The Hartford, in its sole
discretion, after consultation with the Company, which evidence each such
party's fair and reasonable share of such costs. Such allocation of costs for
such services provided in prior years is reflected in the Company's consolidated
financial statements. In particular, The Hartford intends to allow eligible
employees of the Company to continue to participate in The Hartford's employee
benefit plans.

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<PAGE> 119

The general purpose of the Master Intercompany Agreement is to ensure that
The Hartford continues to provide to the Company the range of services provided
by it prior to the Equity Offerings. These services include, among others,
certain corporate relations, executive, government affairs, human resources,
legal, investment, finance, real estate, information management, internal audit,
cash management, tax and treasury services.

In addition, the Company will have the exclusive right under the Master
Intercompany Agreement to distribute certain of its products through The
Hartford. The Hartford 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 products of the Company or (y) transfer any of such
independent agents' in force business with the Company relating to such products
to another company.

APPROVAL OF CORPORATE ACTIVITIES. The Master Intercompany Agreement also
will require that, prior to the date on which The Hartford ceases to
beneficially own 50% or more of the combined voting power of the Voting Stock
then outstanding, neither the Company nor any of its subsidiaries may undertake
or agree to undertake any of the following without the prior written consent of
The Hartford:

(i) any merger or consolidation (or equivalent transaction) of the
Company 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 the
Company and its subsidiaries taken as a whole;

(ii) the acquisition by the Company 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 the Company 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 the Company and its
subsidiaries or (z) any transaction, or 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 the Company and its subsidiaries taken
as a whole;

(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 the Company or the creation of any class or
series of capital stock of the Company;

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

(viii) any redemption, acquisition or issuance by the Company 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 Restricted Stock Plan, the 1997 Stock Plan, the
1997 Bonus Swap Plan and the 1997 Stock Purchase Plan or such other
employee and director stock option, profit sharing or other benefit plans
of the Company 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 the Company or any other distribution
to the stockholders of the Company,

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<PAGE> 120

other than dividends on or in respect of the Common Stock consistent with
the Company'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 the Company, in (i) The
Hartford or any of its subsidiaries (other than the Company and any of its
subsidiaries) being required to file any notice, report or other document
or make any registration with, or 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 or
regulation.

REGISTRATION RIGHTS. The Master Intercompany Agreement will further
provide that, upon the request of The Hartford or any other Rights Holder, the
Company will use its best efforts to effect the registration under the
applicable federal and state securities laws of any of the shares of Common
Stock (and any other securities issued in respect of or in exchange therefor)
beneficially owned by The Hartford or any such other Rights Holder, as
applicable, for sale in accordance with its intended method of disposition
thereof, and will take such other actions as may be necessary to permit the sale
thereof in other jurisdictions, subject to certain limitations specified in the
Master Intercompany Agreement. The Hartford and each other Rights Holder also
will have the right which, subject to certain limitations, it may exercise at
any time and from time to time, to include the shares of Common Stock (and any
other securities issued in respect of or in exchange therefor) beneficially
owned by it in certain other registrations of such securities initiated by the
Company on its own behalf or on behalf of its other stockholders. The Company
generally will agree, subject to the provisions of the Master Intercompany
Agreement, to pay all out-of-pocket costs and expenses in connection with each
such registration that The Hartford or any other Rights Holder requests or in
which The Hartford or any other Rights Holder participates. Subject to certain
limitations specified in the Master Intercompany Agreement, such registration
rights will be assignable by The Hartford or any other Rights Holder and their
assigns. The Master Intercompany Agreement will contain customary terms and
provisions with respect to, among other things, registration procedures and
certain rights to indemnification and contribution granted by the parties
thereunder in connection with such a registration.

INDEMNIFICATION. The Master Intercompany Agreement will provide for the
assumption of liabilities and cross-indemnities allocating liability in respect
of the Company's businesses to the Company and in respect of The Hartford's
businesses (other than the businesses of the Company and its subsidiaries) to
The Hartford. In addition, for those liabilities not specifically arising out of
or allocable to either of their respective former or present businesses, the
parties will agree to share such liabilities, allocating 30% of the cost of such
liabilities to the Company and 70% of the cost of such liabilities to The
Hartford. In addition, pursuant to the terms of the Master Intercompany
Agreement, the Company will be responsible for 30% of certain shared liabilities
not specifically arising out of or allocable to any of the present or former
businesses of ITT, New ITT or The Hartford under the distribution agreement
executed in connection with the ITT Spin-Off (the "Spin-Off Distribution
Agreement") and for which The Hartford has responsibility thereunder. See
"-- ITT Spin-Off".

Under the tax allocation agreement entered into in connection with the ITT
Spin-Off (the "Spin-Off Tax Agreement"), The Hartford also is responsible for a
one-third share of certain federal, state or foreign tax liabilities with
respect to the ITT Spin-Off and certain business activities of ITT prior to the
date of such ITT Spin-Off. See "-- ITT Spin-Off". Pursuant to the Master
Intercompany Agreement, the Company will be responsible for 30% of any such
liabilities and The Hartford will be responsible for 70% of any such
liabilities. In addition, the Company and The Hartford agree that, pursuant to
the Master Intercompany Agreement, any sales or use tax arising from or imposed
upon the transfer of property or services by either of them or their respective
subsidiaries following the

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<PAGE> 121

completion of the Equity Offerings will be the liability of the party receiving
such property or services. The Master Intercompany Agreement also provides that
the Company and its subsidiaries will be liable for any payroll tax attributable
to 1997 that arises from the employment by the Company after the completion of
the Equity Offerings of individuals who perform services for the Company or any
of its subsidiaries during 1997. Further, the Master Intercompany Agreement
provides that the Company and its subsidiaries or The Hartford and its
subsidiaries (other than the Company and its subsidiaries) (each group, an
"Indemnifiable Group"), as applicable, will each 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, credits or allowances between or among The Hartford or any of its
subsidiaries (other than the Company and its subsidiaries) and the Company and
its subsidiaries, as applicable.

LICENSE AND SUBLICENSE. Hartford Fire will grant to (x) the Company the
Hartford License and the right to grant Hartford Sublicenses to the extent
described under "Risk Factors -- Control by and Relationship with The
Hartford -- Intercompany Arrangements -- Master Intercompany Agreement" and (y)
the Company and/or certain of its subsidiaries a personal, non-transferable
sublicense to use the "ITT" name and marks, including the logo, owned by ITT
Sheraton Corporation (each, an "ITT Sublicense") which was previously licensed
to Hartford Fire under the ITT Trade Name and Service Mark License Agreement
(the "ITT License Agreement") entered into in connection with the ITT Spin-Off,
each such license subject to customary usage restrictions. The rights that will
be granted under an ITT Sublicense may be restricted or terminated pursuant to
the terms of the ITT License Agreement, including a provision that allows for
termination by The Hartford of its license thereunder upon six months' prior
written notice. Moreover, the ITT License Agreement provides that ITT may, under
certain limited circumstances, terminate the ITT License Agreement and thereby
the ITT Sublicenses. For a description of the circumstances under which ITT may
terminate the ITT License Agreement, see "-- ITT Spin-Off".

Subject to the foregoing limitations, each of the Hartford License, any
Hartford Sublicenses and the ITT Sublicenses will be perpetual, except that, in
the event that The Hartford reduces its beneficial ownership below 50% of the
combined voting power of the outstanding Voting Stock, Hartford Fire may revoke
the Hartford License and/or any Hartford Sublicenses upon the later of the fifth
anniversary of the date of consummation of the Equity Offerings or one year
after receipt by the Company of written notice of Hartford Fire's intention to
revoke the Hartford License and/or any Hartford Sublicenses. However, only with
respect to any future international property-casualty operations conducted by
the Company, the Hartford License and/or any Hartford Sublicenses may be revoked
by Hartford Fire upon six months' written notice in the event that The Hartford
reduces its beneficial ownership below 50% of the combined voting power of the
outstanding Voting Stock. Each ITT Sublicense will terminate on the earlier of
(i) the earliest termination date specified in the ITT License Agreement or (ii)
the date that The Hartford reduces its beneficial ownership below 50% of the
combined voting power of the outstanding Voting Stock; provided, however, that
if the Company provides an indemnity to The Hartford to cover any resulting
liabilities, the Company may elect to have each ITT Sublicense terminate only
upon the earliest termination date specified in the ITT License Agreement. In
addition, in each case the Hartford License, any Hartford Sublicenses and the
ITT Sublicenses may be revoked immediately in certain other limited, customary
circumstances, such as material breach of any such licenses, insolvency and any
non-permitted transfers of such licenses and sublicenses. Each of the Company
and The Hartford agrees to indemnify the other and any of its subsidiaries, and
their respective employees, officers, directors and agents, from and against any
claims, demands, suits, actions, damages and judgments brought or obtained by a
third party arising out of any (i) use of the "Hartford" name and/or any of the
various trademarks and service marks licensed pursuant to the Hartford License
and any Hartford Sublicenses by the Company or certain of its subsidiaries or
The Hartford or any of its subsidiaries,

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<PAGE> 122

as applicable, or (ii) breach by the Company or certain of its subsidiaries or
The Hartford and any of its subsidiaries, as applicable, of the terms and
conditions of the Hartford License and any Hartford Sublicenses, as applicable.
In addition, Hartford Fire agrees to indemnify the Company and any of its
subsidiaries, and their respective employees, officers, directors and agents,
from and against any claims, demands, suits, actions, damages and judgments
brought or obtained by a third party arising out an assertion that the use of
such "Hartford" name, trademarks or service marks infringes the trade names,
trademarks and service marks of a third party. The Company may assign its rights
in the Hartford License to a third party upon the prior written approval of
Hartford Fire. See "Risk Factors -- Control by and Relationship with The
Hartford -- Intercompany Arrangements -- Master Intercompany Agreement".

TERM. The Master Intercompany Agreement contains various termination
provisions. In the case of the provision of services, the relevant provisions of
the Master Intercompany Agreement are subject to termination by the Company or
The Hartford, upon six months' prior written notice, on and after the date on
which The Hartford ceases to own 50% or more of the combined voting power of the
Voting Stock then outstanding and as otherwise specified therein. As noted
above, the provisions in respect of approval of certain corporate activities by
The Hartford are only effective so long as The Hartford beneficially owns 50% or
more of the combined voting power of the outstanding Voting Stock. The Master
Intercompany Agreement does not provide for termination of the provisions in
respect of registration rights and indemnification discussed above. For a
discussion of the termination provisions in respect of the Hartford License, any
Hartford Sublicenses and the ITT Sublicenses, see "-- License and Sublicense".

TAX SHARING AGREEMENT AND TAX CONSOLIDATION

Pursuant to the Tax Sharing Agreement, the Company, its subsidiaries and
The Hartford will make payments between them such that, with respect to any
period, the amount of taxes to be paid by the Company, subject to certain
adjustments, generally will be determined as though the Company were to file
separate federal, state and local income tax returns (including, except as
provided below, any amounts determined to be due as a result of a
redetermination of the tax liability of The Hartford arising from an audit or
otherwise). With respect to certain tax items, however, such as foreign tax
credits, alternative minimum tax credits, net operating losses and net capital
losses, the Company's right to reimbursement will be determined based on the
usage of such credits or losses by the consolidated group.

The Hartford will continue to have all the rights of a parent of a
consolidated group (and similar rights provided for by applicable state and
local law with respect to a parent of a combined, consolidated or unitary
group), will be the sole and exclusive agent for the Company in any and all
matters relating to the tax liabilities of the Company, will have sole and
exclusive responsibility for the preparation and filing of all tax returns (or
amended returns) and will have the power, in its sole discretion, to contest or
compromise any asserted tax adjustment or deficiency and to file, litigate or
compromise any claim for refund on behalf of the Company.

The Hartford will control all the tax decisions of the Company, as is
presently the case, by virtue of its controlling beneficial ownership of the
Company and the terms of the Tax Sharing Agreement. Under the Tax Sharing
Agreement, The Hartford will have sole authority to respond to and conduct all
tax proceedings (including tax audits) relating to the Company, file all returns
on behalf of the Company and determine the amount of the Company's liability to
(or entitlement to payment from) The Hartford under the Tax Sharing Agreement.
This arrangement may result in conflicts of interest between the Company and The
Hartford. For example, under the Tax Sharing Agreement, The Hartford may choose
to contest, compromise or settle any adjustment or deficiency proposed by the
relevant taxing authority in a manner that may be beneficial to The Hartford and
detrimental to the Company.

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Provided that The Hartford continues to beneficially own, directly or
indirectly, at least 80% of the combined voting power and the value of the
outstanding capital stock of the Company, the Company will be included for
federal income tax purposes in the consolidated group of which The Hartford is
the common parent. It is the present intention of The Hartford and its
subsidiaries to continue to file a single consolidated federal income tax
return. In certain circumstances, certain of the Company's subsidiaries also
will be included with certain subsidiaries of The Hartford (other than Company
subsidiaries) in combined, consolidated or unitary income tax groups for state
and local tax purposes. Each member of a consolidated group for federal income
tax purposes is jointly and severally liable for the federal income tax
liability of each other member of the consolidated group. Similar principles
apply with respect to members of a combined group for state law tax purposes.
Accordingly, although the Tax Sharing Agreement will allocate tax liabilities
between the Company and The Hartford during the period in which the Company is
included in The Hartford's consolidated group, the Company could be liable for
the federal income tax liability of any other member of The Hartford
consolidated group in the event any such liability is incurred, and not
discharged, by such other member.

In addition, provided that The Hartford continues to beneficially own at
least 80% of the combined voting power or the value of the outstanding capital
stock of the Company, the Company will be included for federal income tax
purposes in the controlled group of which The Hartford is the common parent.
Each member of a controlled group is jointly and severally liable for pension
funding and pension termination liabilities of each other member of the
controlled group, as well as certain benefit plan taxes. Accordingly, the
Company could be liable for pension funding, pension termination liabilities and
certain other pension-related excise taxes as well as other taxes of another
member of The Hartford-controlled group in the event any such liability is
incurred, and not discharged, by such other member.

INVESTMENT MANAGEMENT AGREEMENTS

The Investment Management Agreements will provide that the investment staff
of The Hartford will implement (e.g., selection, purchase and sale of
securities) the investment strategies determined by the investment strategy
group of the Company and act as advisor to certain of the Company's
non-guaranteed separate accounts and mutual funds. The Investment Management
Agreements also will provide that the Company will pay a fee designed to reflect
the actual costs of providing such services. In addition, the Investment
Management Agreements generally will provide that, prior to April 1, 2000, The
Hartford may not terminate such Agreements, and the Company may only terminate
such Agreements, upon six months' written notice, based on The Hartford's
failure to satisfy performance benchmarks agreed to by the parties. Further, the
Investment Management Agreements generally will provide that from and after
April 1, 2000, the Investment Management Agreements will continue unless 180
days' prior written notice of termination is provided on or after October 1,
1999 by one party to the other. The Investment Management Agreements for the
Company's mutual funds may be terminated by any of the mutual funds' board of
directors at any time. See "Risk Factors -- Control by and Relationship with The
Hartford -- Intercompany Arrangements -- Investment Management Agreements".

SIMSBURY SUBLEASE

The Company's headquarters, located in Simsbury, Connecticut, is currently
leased from a third party by Hartford Fire pursuant to a sale-leaseback
arrangement. After the Equity Offerings, the Company or one of its subsidiaries
will sublease from Hartford Fire the right to use the headquarters building
pursuant to the Simsbury Sublease. The right to purchase the facility and the
renewal option in respect of the sale-leaseback arrangement are being retained
by Hartford Fire. In addition, a subsidiary of The Hartford owns the land
underlying and surrounding the headquarters building. The Hartford Fire sublease
expires on January 1, 2010. Rental payments are fixed (but not level) over the
term of the lease. The Company expects to pay rent of $12 million in each of
1997, 1998 and

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1999, respectively, $21 million in each of 2000 and 2001, respectively, and $175
million thereafter in the aggregate over the remaining term of the sublease.

ITT SPIN-OFF

The agreements entered into in connection with the ITT Spin-Off are not
affected by the Equity Offerings and, in material part, to the extent still in
force and effect, are the obligations of The Hartford. However, certain matters
addressed in the agreements relating to the ITT Spin-Off are also addressed in
agreements to be entered into in connection with the Equity Offerings. The Spin-
Off Distribution Agreement provides for, among other things, the assumption of
liabilities and cross-indemnities designed generally to allocate among ITT, New
ITT and The Hartford, effective as of the effective date of the ITT Spin-Off
(the "Distribution Date"), financial responsibility for the liabilities arising
out of or in connection with their respective businesses, including liabilities
in respect of The Hartford's business, and for certain shared liabilities not
specifically arising out of or allocable to any of their respective former or
present businesses. The Hartford is responsible for one-third of the costs of
such shared liabilities under the Spin-Off Distribution Agreement. The
intellectual property agreements entered into in connection with the ITT
Spin-Off provide for the licensing to and among such entities of rights under
patents, copyrights, software, technology, trade secrets and certain other
intellectual property owned by them and their respective subsidiaries as of the
Distribution Date, including a grant of rights and licenses to The Hartford
(with rights to sublicense to its subsidiaries) to continue to use the "ITT"
name and marks in the operation of its business following the Distribution Date,
subject to certain conditions. For a description of the allocation of the above-
described shared liabilities between the Company and The Hartford, see
"-- Master Intercompany Agreement -- Indemnification".

However, under the terms of the ITT License Agreement, ITT may, in its
discretion, terminate such agreement in the event of a change in control of The
Hartford, which is defined therein to include (i) the sale of 20% or more of the
outstanding common stock of The Hartford to any person, (ii) a tender or
exchange offer for 15% or more of the outstanding common stock of The Hartford,
(iii) a consolidation or merger in which The Hartford is not the surviving
corporation and (iv) a change in the majority of the members of the board of
directors of The Hartford during any twelve-month period. Pursuant to the Master
Intercompany Agreement, Hartford Fire will grant the ITT Sublicenses to the
Company and certain of its subsidiaries subject to the foregoing terms and
conditions and certain other terms and conditions included in the ITT License
Agreement. See "-- Master Intercompany Agreement -- License and Sublicense".

The Spin-Off Tax Agreement provides that New ITT and The Hartford will pay
their respective shares of ITT's consolidated tax liability for the tax years
that they were included in ITT's consolidated federal income tax return, as well
as their respective shares of any state, local and foreign taxes attributable to
periods prior to the Distribution Date. The Hartford is responsible for a
one-third share of certain federal, state or foreign tax liabilities with
respect to the ITT Spin-Off and certain business activities of ITT prior to the
date of such ITT Spin-Off. While there can be no ultimate assurance, management
does not believe that its share of any such tax liabilities under the Spin-Off
Tax Agreement will have a material adverse effect on the results of operations,
financial condition or businesses of the Company. For a description of the
allocation of such liabilities between the Company and The Hartford, see
"-- Master Intercompany Agreement -- Indemnification".

HARTFORD FIRE GUARANTEE

Pursuant to the Guarantee Agreement, Hartford Fire has provided to Hartford
Life and Accident and Hartford Life an unconditional guarantee since 1990, on
behalf of and for the benefit of such subsidiaries and the owners of the life,
disability and other insurance and annuity contracts issued by either such
subsidiary, in respect of any contractual claims made under such contracts by
the beneficiaries thereof. Upon the completion of the Equity Offerings, Hartford
Fire will terminate such

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guarantee; however, the guarantee will remain in full force and effect with
respect to any outstanding contracts at the time of such termination. Although
management does not believe the termination of the guarantee will have an
adverse impact on sales, it is possible that future sales of some of the
Company's products could be adversely impacted as a result of the absence of the
marketing benefit associated with such guarantee.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Equity Offerings, the Company will have issued and
outstanding 23,000,000 shares of Class A Common Stock (or 26,000,000 if the
Underwriters' over-allotment options are exercised in full) and 114,000,000
shares of Class B Common Stock. All of the shares of Class A Common Stock sold
in the Equity Offerings will be freely tradeable without restrictions under the
Securities Act, except for shares owned by "affiliates" of the Company, as such
term is defined in Rule 144, which will be subject to the resale limitations of
Rule 144. All the outstanding shares of Class B Common Stock held by The
Hartford will continue to be "restricted securities" as defined in Rule 144 and
may not be resold in the absence of registration under the Securities Act or
pursuant to an exemption from such registration, including, among others, the
exemptions provided by Rule 144. The Company has agreed that it will, upon the
request of The Hartford or any other Rights Holder, except for a limited period
described in "Underwriting", use its best efforts to effect the registration
under the applicable federal and state securities laws of any shares of capital
stock held by The Hartford or any such other Rights Holder, as applicable, or
any of its affiliates (with such rights to be assignable by The Hartford or any
such other Rights Holder under certain circumstances). See "Certain
Relationships and Transactions -- Intercompany Arrangements -- Master
Intercompany Agreement -- Registration Rights".

In general, under Rule 144, as currently in effect, a person (or persons
whose shares are required to be aggregated), including affiliates of the
Company, who has beneficially owned "restricted securities" for at least two
years may sell within any three-month period a number of such shares that does
not exceed the greater of (i) 1% of the total number of outstanding shares of
Class A Common Stock or (ii) the reported average weekly trading volume of the
Class A Common Stock on all national securities exchanges during the four
calendar weeks preceding the date on which notice of the sale is filed with the
Commission. Sales under Rule 144 are also subject to certain manner-of-sale
provisions, notice requirements and the availability of current public
information about the Company. A person who is not deemed to have been an
"affiliate" of the Company at any time during the 90 days preceding a sale, and
who has beneficially owned "restricted securities" for at least three years, may
sell such shares under Rule 144(k) without regard to the volume limitations,
manner-of-sale provisions or notice requirements. Effective April 29, 1997, the
Rule 144 holding period will be reduced from two years to one year and the Rule
144(k) holding period (for non-affiliates) will be reduced from three years to
two years. Sales of "restricted securities" by affiliates, even after a
three-year (or two-year) holding period, must continue to be made in brokers'
transactions subject to the volume limitations described above. As defined in
Rule 144, an "affiliate" of an issuer is a person that directly or indirectly
through the use of one or more intermediaries, controls, is controlled by or is
under common control with, such issuer. For the foregoing purposes, The
Hartford, as the beneficial owner of all the Class B Common Stock, is an
"affiliate" of the Company. The above summary of Rule 144 is not intended to be
a complete description of that rule.

Rule 144A provides a non-exclusive safe harbor exemption from the
registration requirements of the Securities Act for specified resales of
restricted securities to certain institutional investors. In general, Rule 144A
allows unregistered resales of restricted securities to a "qualified
institutional buyer", which generally includes an entity, acting for its own
account or for the account of other qualified institutional buyers, that in the
aggregate owns or invests at least $100 million in securities of unaffiliated
issuers. Rule 144A does not extend an exemption to the offer or sale of
securities that, when issued, were of the same class as securities listed on a
national securities exchange or quoted on an automated quotation system. The
shares of Class B Common Stock outstanding as of

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the date of this Prospectus would be eligible for resale under Rule 144A because
such shares, when issued, were not of the same class as any listed or quoted
securities. The above summary of Rule 144A is not intended to be a complete
description of that rule.

The Company intends to file one or more registration statements on Form S-8
pursuant to the Securities Act to register the shares of Class A Common Stock
that will be reserved for issuance under certain of its benefit plans, thus
permitting the resale in the public market, without restriction under the
Securities Act, of any shares of Class A Common Stock issued upon exercise of
options that will be granted by the Company under such benefit plans to
non-affiliates. Any such registration statements will become effective
immediately upon filing. As of the date of this Prospectus, no options to
purchase shares of Class A Common Stock have been granted by the Company to any
of its employees under its benefit plans.

Prior to the Equity Offerings, there has been no public market for the
Class A Common Stock and no prediction can be made as to the effect, if any,
that future sales or the availability of shares for future sales, will have on
the market price of the shares of Class A Common Stock prevailing from time to
time. Sales of substantial amounts of Class A Common Stock or Class B Common
Stock, or the perception that such sales could occur, could adversely affect the
prevailing market prices of the Class A Common Stock, or the ability of the
Company to raise capital through public offerings of equity securities.
Application is being made to list the Class A Common Stock on the NYSE under the
symbol "HLI".

DESCRIPTION OF CAPITAL STOCK

GENERAL

The authorized capital stock of the Company consists of 600,000,000 shares
of Class A Common Stock, par value $.01 per share, 600,000,000 shares of Class B
Common Stock, par value $.01 per share, and 50,000,000 shares of Preferred
Stock, par value $.01 per share. Of the shares of Class A Common Stock,
23,000,000 shares are being offered hereby (or 26,000,000 shares if the
Underwriters' over-allotment options are exercised in full) and 114,000,000
shares are reserved for issuance upon conversion of any of the Class B Common
Stock into Class A Common Stock. 114,000,000 shares of Class B Common Stock are
outstanding and held by The Hartford or one of its directly or indirectly wholly
owned subsidiaries as of the date hereof. None of the shares of Preferred Stock
will be outstanding upon the completion of the Equity Offerings. A description
of various provisions of the Company's Certificate of Incorporation and By-laws
affecting the rights of the Class A Common Stock, Class B Common Stock and
Preferred Stock is set forth below. This description is intended as a summary
and is qualified in its entirety by reference to the Company's Certificate of
Incorporation and By-laws filed as exhibits to the Registration Statement of
which this Prospectus is a part.

CLASS A COMMON STOCK AND CLASS B COMMON STOCK

DIVIDENDS

Holders of Class A Common Stock and Class B Common Stock are entitled to
receive ratably such dividends, if any, as may be declared by the Board of
Directors out of funds legally available for the payment thereof, subject to any
preferential dividend rights of any outstanding Preferred Stock. Cash dividends
may be declared and paid to the holders of Class A Common Stock only if at such
time cash dividends in the same amount per share are declared and paid to the
holders of Class B Common Stock, and vice versa. Dividends payable other than in
cash or Common Stock (or in rights options, warrants or securities convertible
into or exchangeable for Common Stock) will be declared and paid to holders of
Class A Common Stock and Class B Common Stock on a pro rata per share basis.
Dividends consisting of shares of Common Stock, or of rights, options, warrants
or other securities convertible into or exchangeable for such shares, may be
declared and paid to

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holders of Class A Common Stock only if a like dividend is declared and paid to
holders of Class B Common Stock, and vice versa, and, to that end, shares of
Class A Common Stock, or any rights, options, warrants or securities convertible
into or exchangeable for Class A Common Stock, would be declared and paid only
to holders of shares of Class A Common Stock and shares of Class B Common Stock,
or any rights, options, warrants or securities convertible into or exchangeable
for Class B Common Stock, would be declared and paid only to holders of Class B
Common Stock. The Company may not reclassify, subdivide or combine the shares of
either class of Common Stock without at the same time proportionately
reclassifying, subdividing or combining the shares of the other class.

For a discussion of certain limitations on the payment of dividends by the
Company, see "Risk Factors -- Holding Company Structure; Restriction on
Dividends", "Certain Relationships and Transactions -- Intercompany
Arrangements -- Master Intercompany Agreement -- Approval of Corporate
Activities".

VOTING RIGHTS

Holders of Class A Common Stock and Class B Common Stock generally have
identical voting rights and vote together (and not as separate classes), except
that 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 and the
shares of Class B Common Stock maintain certain conversion rights and transfer
restrictions as described below. Except as required by law or as provided below,
all matters to be voted on by stockholders must be approved by a majority (or,
in the case of the election of directors, by a plurality) of the votes entitled
to be cast in person or by proxy by all shares of Class A Common Stock and Class
B Common Stock, voting together as a single class, subject to any voting rights
granted to holders of any outstanding Preferred Stock. Holders of shares of
Class A Common Stock and Class B Common Stock are not entitled to cumulate their
votes in the election of directors. Except as otherwise provided by law, and
subject to any voting rights granted to holders of any outstanding Preferred
Stock, amendments to the Certificate of Incorporation (including any such
amendment to increase or decrease the authorized shares of any class) must be
approved by a majority of the votes entitled to be cast in person or by proxy by
all outstanding shares of Class A Common Stock and Class B Common Stock, voting
together as a single class, except that certain provisions of the Certificate of
Incorporation may be amended only with the approval of the holders of at least
80% of the combined voting power of the Common Stock then outstanding. See
"Certain Provisions of the Certificate of Incorporation and By-laws of the
Corporation -- Corporate Opportunities". However, amendments to the Certificate
of Incorporation that would change the powers, preferences and relative
participating, optional or other special rights of the Class A Common Stock or
Class B Common Stock also must be approved by a majority of the outstanding
shares of such class voting as a separate class. The superior voting rights of
the Class B Common Stock described above may discourage unsolicited tender
offers and merger proposals.

CONVERSION

Following the completion of the Equity Offerings, each share of Class B
Common Stock is convertible at any time by the holder thereof at the option of
such holder, into one share of Class A Common Stock, except as provided herein.
Subject to the exceptions described in the following sentence, upon the sale or
other transfer (whether by merger, operation of law or otherwise) by a
stockholder of the Company of shares of Class B Common Stock such that any
person or persons, other than such stockholder or any of its affiliates (within
the meaning of the rules and regulations under the Exchange Act), or a Class B
Transferee (as defined below), will have beneficial ownership thereof, such
shares will automatically convert into an equal number of shares of Class A
Common Stock. However, if shares of Class B Common Stock representing 50% or
more of all the then outstanding shares of Common Stock (calculated without
regard to the difference in voting

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rights between the classes of Common Stock) are transferred by the holder
thereof in a single transaction, or series of related transactions, to any
person or group of affiliated persons not affiliated with such transferor (a
"Class B Transferee"), such shares of Class B Common Stock so transferred will
not automatically convert into shares of Class A Common Stock upon such
transfer. Each share of Class B Common Stock retained by such transferor
following any such transfer will automatically convert into a share of Class A
Common Stock upon such transfer. In addition, each share of Class B Common Stock
will automatically convert into one share of Class A Common Stock on the date on
which the number of shares of Class B Common Stock then outstanding is less than
50% of the then outstanding shares of Common Stock.

The provisions of the Company's Certificate of Incorporation described
above are generally designed so that, were The Hartford to reduce its ownership
of shares of the Class B Common Stock to less than 50% of all the then
outstanding shares of Common Stock (calculated without regard to the difference
in voting rights between the classes of Common Stock), its shares of Class B
Common Stock would be automatically converted into Class A Common Stock, thereby
resulting in all holders of Common Stock having identical voting rights other
than any Class B Transferee. However, The Hartford (and any Class B Transferee)
is permitted to transfer shares of Class B Common Stock representing 50% or more
of all the then outstanding shares of Common Stock (calculated without regard to
the difference in voting rights between the classes of Common Stock) to a Class
B Transferee with the effect that such Class B Transferee will succeed to the
ownership of such shares of Class B Common Stock and thus control of the
Company.

OTHER

Upon the liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, and subject to the rights of the holders of the
Preferred Stock, the net assets of the Company available for distribution to
stockholders of the Company shall be distributed pro rata to the holders of the
Common Stock in accordance with their respective rights and interests and the
Class B Common Stock shall rank pari passu with the Class A Common Stock as to
such distribution.

No shares of either class of Common Stock are subject to redemption or have
preemptive rights to purchase additional shares of Common Stock. However, see
"Certain Relationships and Transactions -- Intercompany Arrangements -- Master
Intercompany Agreement -- Registration Rights".

The outstanding shares of Class B Common Stock are, and the shares of Class
A Common Stock offered by the Company in the Equity Offerings will be, when
issued and paid for, fully paid and non-assessable.

PREFERRED STOCK

The authorized Preferred Stock of the Company is available for issuance
from time to time at the discretion of the Board of Directors without
stockholder approval. The Board of Directors has the authority to prescribe for
each series of the Preferred Stock it establishes the number of shares in that
series, the number of votes (if any) to which such shares in that series are
entitled, the dividends payable on such shares in that series, any conversion
rights applicable thereto and the other powers, preferences and relative
participating, optional or other special rights, and any qualifications,
limitations or restrictions of the shares in that series. Depending upon the
rights of such Preferred Stock, the issuance thereof could have an adverse
effect on holders of the Common Stock by delaying or preventing a change in
control of the Company, making removal of the present management of the Company
more difficult or resulting in restrictions upon the payment of dividends and
other distributions to the holders of the Common Stock.

RESTRICTIONS ON OWNERSHIP UNDER INSURANCE LAWS

Although the Certificate of Incorporation and By-laws of the Company do not
contain any provision restricting ownership of the Common Stock, under
applicable state insurance laws and

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regulations, no person may acquire control of any of the insurance subsidiaries
of the Company or any corporation controlling such subsidiaries unless such
person has filed a statement containing specified information with appropriate
regulatory authorities and approval for such acquisition is obtained from such
authorities. For example, under the laws of the State of Connecticut, any person
acquiring, directly by stock ownership or indirectly by revocable proxy or
otherwise, 10% or more of the voting securities of any other person is presumed
to have acquired control of such person, and, as a result, any person who
beneficially acquires 10% or more of the voting securities of the Company's
insurance company subsidiaries or the Company without obtaining the approval of
the Connecticut Insurance Commissioner would be in violation of Connecticut's
insurance holding company laws and may be subject to injunctive action requiring
disposition or seizure of such shares of voting securities and prohibiting the
voting of such shares, as well as other action determined by the applicable
regulatory authority. The application of such state insurance laws may be a
deterrent to any person proposing to acquire control of the Company,
particularly in a hostile transaction.

CERTAIN PROVISIONS OF THE
CERTIFICATE OF INCORPORATION AND
BY-LAWS OF THE COMPANY

TRANSACTIONS WITH INTERESTED PARTIES

The Company's Certificate of Incorporation includes certain provisions
addressing potential conflicts of interest between the Company and The Hartford
and regulating and defining the conduct of certain affairs of the Company as
they may involve The Hartford and its subsidiaries, directors and officers. The
Certificate of Incorporation provides that no contract, agreement, arrangement
or transaction (or amendment, modification or termination thereof) between the
Company and The Hartford or any of its subsidiaries (other than the Company and
its subsidiaries) or between the Company and any entity in which any of the
Company's directors has a financial interest (a "Related Entity"), or between
the Company and any director or officer of the Company, The Hartford or any
subsidiary of the Company or The Hartford or any Related Entity will be void or
voidable for the reason that The Hartford or any subsidiary thereof, any Related
Entity or any director or officer of the Company, The Hartford or any subsidiary
of the Company or The Hartford or any Related Entity is a party thereto, or
because any such director or officer is present at, participates in or votes at
a meeting of the Board of Directors or a committee thereof which authorizes such
contract, agreement, arrangement or transaction (or amendment, modification or
termination thereof), if:

(i) the material facts as to such contract, agreement, arrangement or
transaction (or amendment, modification or termination thereof) are
disclosed or are known to the Board of Directors or the committee thereof
that authorizes such contract, agreement, arrangement or transaction (or
amendment, modification or termination thereof) and the Board of Directors
or such committee in good faith authorizes, approves or ratifies such
contract, agreement, arrangement or transaction (or amendment, modification
or termination thereof) by the affirmative vote of a majority of the
Disinterested Directors (as defined below), even though the number of
Disinterested Directors voting may be less than a quorum;

(ii) the material facts as to such contract, agreement, arrangement or
transaction (or amendment, modification or termination thereof) are
disclosed or are known to the holders of Common Stock entitled to vote
thereon, and the contract, agreement, arrangement or transaction (or
amendment, modification or termination thereof) is specifically approved or
ratified in good faith by a majority of the votes entitled to be cast by
all then outstanding shares of Common Stock present in person or
represented by proxy and not owned by The Hartford or any subsidiary
thereof or a Related Entity, as the case may be; or

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(iii) such contract, agreement, arrangement or transaction (or
amendment, modification or termination thereof) is fair as to the Company
at the time it is authorized, approved or ratified by the Board of
Directors, a committee thereof or the stockholders of the Company.

For purposes hereof, "Disinterested Directors" means the directors of the
Company who are not (i) officers of either the Company or The Hartford or any of
their respective subsidiaries or (ii) directors of The Hartford or any
subsidiary thereof (other than the Company).

CORPORATE OPPORTUNITIES

The Certificate of Incorporation further provides that, subject to any
contract to which the Company is a party and subject to applicable law, The
Hartford or any subsidiary thereof (other than the Company or any subsidiary
thereof) will have the right to: (i) engage in the same or similar business
activities or lines of business as the Company or any subsidiary thereof; (ii)
do business with any client or customer of the Company or any subsidiary
thereof; and (iii) employ or otherwise engage any officer or employee of the
Company or any subsidiary thereof. In addition, in the event that The Hartford
or any of its subsidiaries (other than the Company and its subsidiaries) or the
Company or any of its subsidiaries acquires knowledge of a potential transaction
or matter that may be a corporate opportunity for both The Hartford and the
Company, such person shall have no duty, other than pursuant to the laws of the
State of Delaware, to communicate or present such corporate opportunity to the
Company or The Hartford, as applicable.

CERTAIN AMENDMENTS TO THE CERTIFICATE OF INCORPORATION

Until The Hartford ceases to beneficially own, directly or indirectly, more
than 20% of the number of outstanding shares of Common Stock, the Certificate of
Incorporation requires the affirmative vote of the holders of 80% or more of the
combined voting power of the Common Stock then outstanding, voting together as a
single class, to alter, amend or repeal, or adopt any provision of the
Certificate of Incorporation which is inconsistent with, any provision of the
Certificate of Incorporation (whether directly or indirectly through any merger
of the Company with any other entity) relating to transactions with interested
parties and corporate opportunities (each as described above), as well as the
provision requiring such an 80% vote to effect such an alteration, amendment,
repeal or adoption. Thereafter, under the DGCL, an affirmative vote of 50% or
more of the combined voting power of the Common Stock then outstanding would be
required to effect such an amendment or repeal. Accordingly, so long as The
Hartford beneficially owns more than 20% of the number of outstanding shares of
Common Stock, it can prevent any such amendment or repeal.

In addition, the Certificate of Incorporation requires the affirmative vote
of the holders of at least 80% of the combined voting power of all the then
outstanding shares of Common Stock, voting together as a single class, to alter,
amend or repeal, or adopt any provision of the Certificate of Incorporation
(whether directly or indirectly through any merger of the Company with any other
entity) which is inconsistent with, any provision of the Certificate of
Incorporation relating to the classification of the Board of Directors, the
filling of vacancies on the Board of Directors, the prohibition on the taking of
actions by stockholders by written consent in lieu of a meeting and the calling
of a special meeting of stockholders, as well as the provision requiring such an
80% vote to effect such an alteration, amendment, repeal or adoption.

POTENTIAL LIMITS ON CHANGE OF CONTROL

Certain provisions of the Certificate of Incorporation and By-laws may
delay, defer or prevent a tender offer, proxy contest or other takeover attempt
involving the Company. It is believed that such provisions will enable the
Company to develop its business in a manner that will foster its long-term
growth without disruption caused by the threat of a takeover not deemed by its
Board of Directors to be in the best interests of the Company and its
stockholders. In addition, these provisions also are intended to ensure that the
Board of Directors will have sufficient time to act in what the Board of

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<PAGE> 131

Directors believes to be in the best interests of the Company and its
stockholders. However, such provisions could have the effect of making it more
difficult for a third party to undertake, or discouraging a third party from
undertaking, an unsolicited takeover bid or otherwise attempting to obtain
control of the Company or the Board of Directors, although such proposals, if
made, might be considered desirable by a majority of the Company's stockholders.
Such provisions also may have the effect of making it more difficult for third
parties to cause the replacement of the current management of the Company
without the concurrence of the Board of Directors. These provisions include (i)
the availability of shares of Preferred Stock for issuance from time to time at
the discretion of the Board of Directors; (ii) prohibitions against stockholders
calling a special meeting of stockholders or acting by written consent in lieu
of a meeting; (iii) the classification of the Board of Directors into three
classes, each of which will serve for different three-year periods; (iv) a
requirement, pursuant to Section 141 of the DGCL, that, due to the
classification of the Board of Directors, directors of the Company may only be
removed for cause; (v) a requirement that certain provisions of the Certificate
of Incorporation may be amended only with the approval of the holders of at
least 80% of the combined voting power of the Common Stock then outstanding;
(vi) requirements for advance notice for raising business or making nominations
at stockholders' meetings; and (vii) the ability of the Board of Directors to
increase the size of the board and to appoint directors to fill newly created
directorships. The Hartford, as owner of more than 80% of the combined voting
power of all classes of voting stock, could sell or otherwise dispose of a
substantial portion of its holdings and still be able to block any tender offer,
proxy contest or other takeover attempt by any third party and certain other
material transactions and matters.

LIMITATION ON LIABILITY

To the fullest extent permitted by applicable law as then in effect, no
director of the Company shall be personally liable to the Company or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the DGCL; or (iv) for any transaction from which the director
derived an improper personal benefit.

While the Certificate of Incorporation provides directors with protection
from awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty. Accordingly, the Certificate of Incorporation should have
no effect on the availability of equitable remedies such as an injunction or
recission based on a director's breach of his or her duty of care and does not
eliminate or limit a director's liability arising in connection with causes of
action brought under the federal securities laws. This provision, however, may
discourage or deter stockholders or management from bringing a lawsuit against a
director for a breach of his or her fiduciary duty, though such an action, if
successful, might otherwise have benefited the Company and its stockholders.

The By-laws provide that the Company, to the fullest extent permitted by
applicable law as then in effect, will indemnify any person who was or is
involved in any manner or is threatened to be made so involved in any
threatened, pending or completed investigation, claim, action, suit or
proceeding, by reason of the fact that such person was or is a director,
officer, employee or agent of the Company or was or is serving at the request of
the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such investigation, claim, action, suit or
proceeding. To receive such indemnification under the DGCL as currently in
effect, such a person must have been successful in such investigation, claim,
action, suit or proceeding or acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Company.

129
<PAGE> 132

DELAWARE STATUTE

The Company is a Delaware corporation subject to Section 203 of the DGCL.
Section 203 provides that, subject to certain exceptions specified therein, a
corporation may not engage in any business combination, including mergers or
consolidations or acquisitions of assets or additional shares of the
corporation, with any "interested stockholder" for a period of three years
following the time that such stockholder became an interested stockholder unless
(i) prior to such time, the board of directors of the corporation approved
either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder, (ii) upon consummation of the
transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock
of the corporation outstanding at the time the transaction commenced (excluding
certain shares) or (iii) at or subsequent to such time, the business combination
is approved by the board of directors of the corporation and authorized at an
annual or special meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting stock which is
not owned by the interested stockholder. Except as otherwise specified in
Section 203 of the DGCL, an "interested stockholder" is defined to include (x)
any person that is the owner of 15% or more of the outstanding voting stock of
the corporation or is an affiliate or associate of the corporation and was the
owner of 15% or more of the outstanding voting stock of the corporation at any
time within the three-year period immediately prior to the relevant date and (y)
the affiliates and associates of any such person. Under certain circumstances,
Section 203 of the DGCL makes it more difficult for an interested stockholder to
effect various business combinations with a corporation for the above-referenced
three-year period, although the stockholders may elect to exclude a corporation
from the restrictions imposed thereunder. By virtue of its beneficial ownership
of the Class B Common Stock, The Hartford is in a position to elect to exclude
the Company from the restrictions under Section 203 of the DGCL, although it
currently has no intention to do so.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Class A Common Stock is The Bank
of New York.

VALIDITY OF CLASS A COMMON STOCK

The validity of the Class A Common Stock offered hereby will be passed upon
for the Company by Cravath, Swaine & Moore, New York, New York, and for the
Underwriters by Sullivan & Cromwell, New York, New York.

EXPERTS

The audited consolidated financial statements and financial statement
schedules of the Company and its subsidiaries, as of December 31, 1996 and 1995,
and for each of the years in the three-year period ended December 31, 1996, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein and
elsewhere in the Registration Statement to which this Prospectus relates in
reliance upon the authority of said firm as experts in giving said reports.
Reference is made to said reports which include an explanatory paragraph with
respect to the change in the method of accounting for debt and equity securities
as of January 1, 1994, as discussed in Note 2 of notes to consolidated financial
statements.

130
<PAGE> 133

CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS OF CLASS A COMMON STOCK

The following is a general discussion of certain United States federal
income and estate tax consequences of the purchase, ownership and disposition of
Class A Common Stock by a holder that, for United States federal tax purposes,
is not a "United States person" (a "Non-United States Holder"). For purposes of
this discussion, a "United States person" means any person or entity which is
(a) a citizen or resident of the United States, (b) a corporation created or
organized in or under the laws of the United States or of any political
subdivision thereof or (c) an estate or trust that is subject to United States
federal taxation on its income regardless of its source. This summary does not
address all United States federal income and estate tax considerations that may
be relevant to a Non-United States Holder in light of its particular
circumstances or to certain Non-United States Holders that may be subject to
special treatment under United States federal tax laws (i.e., insurance
companies, tax-exempt organizations, financial institutions or broker-dealers).
Furthermore, this summary does not discuss any aspects of foreign, state or
local taxation. This summary is based on current provisions of the Internal
Revenue Code, existing, temporary and proposed United States Treasury
regulations promulgated thereunder and administrative and judicial
interpretations thereof, all of which are subject to change, possibly with
retroactive effect. Each prospective Non-United States Holder is advised to
consult its tax advisor with respect to the tax consequences of purchasing,
owning and disposing of Class A Common Stock.

DIVIDENDS

Dividends paid with respect to the Class A Common Stock to a Non-United
States Holder generally will be subject to withholding of United States federal
income tax at a 30% rate (or such lower rate as may be specified by an
applicable income tax treaty), unless the dividend (i) is effectively connected
with the conduct of a trade or business of the Non-United States Holder within
the United States or (ii) if a tax treaty applies, is attributable to a United
States permanent establishment of the Non-United States Holder. Such U.S.
federal withholding tax will apply without regard to whether a dividend
represents a distribution of current or accumulated earnings and profits of the
Company or a return of basis for U.S. federal income tax purposes. In order to
claim the benefit of an applicable tax treaty rate, a Non-United States Holder
may have to file with the Company or its dividend paying agent an exemption or
reduced treaty rate certificate or letter in accordance with the terms of such
treaty. To the extent that a dividend represents a return of basis for U.S.
federal income tax purposes, a Non-United States Holder may obtain a refund of
any amounts currently withheld with respect to such return of basis by filing an
appropriate claim for a refund with the Internal Revenue Service.

Dividends which are effectively connected with such a United States trade
or business or, if a tax treaty applies, are attributable to such a United
States permanent establishment, are generally subject to tax on a net income
basis (that is, after allowance for applicable deductions) at rates applicable
to United States citizens, resident aliens and domestic United States
corporations and are not generally subject to withholding. Any such effectively
connected dividends received by a Non-United States corporation may also, under
certain circumstances, be subject to an additional "branch profits tax" at a 30%
rate or such lower rate as may be specified by an applicable income tax treaty.

Under current United States Treasury regulations, dividends paid to an
address outside the United States are presumed to be paid to a resident of such
country for purposes of the withholding discussed above (unless the payer has
knowledge to the contrary), and, under the current interpretation of United
States Treasury regulations, for purposes of determining the applicability of a
tax treaty rate. Under recently proposed United States Treasury regulations (the
"Proposed Regulations"), not currently in effect, however, a Non-United States
Holder of Class A Common Stock who wishes to claim the benefit of an applicable
treaty rate would be required to satisfy applicable certification and other
requirements. The Proposed Regulations are proposed to be

131
<PAGE> 134

effective for payments made after December 31, 1997. There can be no assurance
that the Proposed Regulations will be adopted or what the provisions will
include if and when adopted in temporary or final form. Certain certification
and disclosure requirements must be complied with in order to be exempt from
withholding under the effectively connected income exemption discussed above.

A Non-United States Holder of Class A Common Stock that is eligible for a
reduced rate of United States tax withholding pursuant to an income tax treaty
may obtain a refund of any excess amounts currently withheld by filing an
appropriate claim for refund with the Internal Revenue Service.

SALE OR DISPOSITION OF CLASS A COMMON STOCK

A Non-United States Holder generally will not be subject to United States
federal income tax on any gain recognized on the sale or other disposition of
Class A Common Stock unless (i) (a) the gain is effectively connected with a
trade or business of the Non-United States Holder in the United States or (b) if
a tax treaty applies, the gain is attributable to a United States permanent
establishment of the Non-United States Holder; (ii) in the case of a Non-United
States Holder who is an individual and holds the Class A Common Stock as a
capital asset, such holder is present in the United States for 183 or more days
in the taxable year of the disposition and either (a) has a "tax home" for
United States federal income tax purposes in the United States or (b) has an
office or other fixed place of business in the United States to which the gain
is attributable; (iii) the Non-United States Holder is subject to tax pursuant
to the provisions of United States federal income tax laws applicable to certain
United States expatriates; or (iv)(a) the Company is or has been a "U.S. real
property holding corporation" for United States federal income tax purposes at
any time during the five-year period ending on the date of the disposition, or,
if shorter, the period during which the Non-United States Holder held the Class
A Common Stock, and (b) assuming that the Class A Common Stock continues to be
"regularly traded on an established securities market" for tax purposes, the
Non-United States Holder holds, directly or indirectly, at any time during the
five-year period ending on the date of disposition, more than 5% of the
outstanding Class A Common Stock. The Company believes it is not currently a
U.S. real property holding corporation and does not anticipate becoming such a
corporation.

If an individual Non-United States Holder falls under clause (i) above,
such individual generally will be taxed on the net gain derived from a sale
under regular graduated United States federal income tax rates. If an individual
Non-United States Holder falls under clause (ii) above, such individual
generally will be subject to a flat 30% tax on the gain derived from a sale,
which may be offset by certain United States capital losses (notwithstanding the
fact that such individual is not considered a resident of the United States).
Thus, Non-United States Holders who have spent (or expect to spend) 183 days or
more in the United States in the taxable year in which they contemplate a sale
of Class A Common Stock are urged to consult their tax advisors as to the tax
consequences of such sale.

If a Non-United States Holder that is a foreign corporation falls under
clause (i) above, it generally will be taxed on its net gain under regular
graduated United States federal income tax rates. Effectively connected gains
realized by a Non-United States corporation may also, under certain
circumstances, be subject to an additional "branch profits tax" at a 30% rate or
such lower rate as may be specified by an applicable income tax treaty.

BACKUP WITHHOLDING AND REPORTING REQUIREMENTS

The Company must report annually to the Internal Revenue Service and to
each Non-United States Holder the amount of dividends paid to, and the tax
withheld with respect to, such holder, regardless of whether any tax was
actually withheld. This information may also be made available to the tax
authorities in the Non-United States Holder's country of residence.

132
<PAGE> 135

Under current law, United States backup withholding (which generally is
imposed at a 31% rate) generally will not apply to (i) the payment of dividends
paid on Class A Common Stock to a Non-United States Holder at an address outside
the United States or (ii) the payment of the proceeds of a sale of Class A
Common Stock to or through the foreign office of a broker. However, under the
Proposed Regulations, dividend payments generally will be subject to information
reporting and backup withholding unless applicable certification requirements
are satisfied. In the case of the payment of proceeds from such a sale of Class
A Common Stock through a foreign office of a broker that is a United States
person or a "U.S. related person," however, information reporting (but not
backup withholding) is required with respect to the payment unless the broker
has documentary evidence in its files that the owner is a Non-United States
Holder (and has no actual knowledge to the contrary) and certain other
requirements are met or the holder otherwise establishes an exemption. For this
purpose, a "U.S. related person" is (i) a "controlled foreign corporation" for
United States federal income tax purposes, or (ii) a foreign person 50% or more
of whose gross income from all sources for the three-year period ending with the
close of its taxable year preceding the payment (or for such part of the period
that the broker has been in existence) is derived from activities which are
effectively connected with the conduct of a United States trade or business. The
payment of the proceeds of a sale of shares of Class A Common Stock to or
through a United States office of a broker is subject to information reporting
and possible backup withholding at a rate of 31% unless the holder certifies,
among other things, its non-United States status under penalties of perjury or
otherwise establishes an exemption.

Backup withholding is not an additional tax. Amounts withheld under the
backup withholding rules are generally allowable as a refund or credit against
such Non-United States Holder's United States federal income tax liability, if
any, provided that the required information is furnished to the Internal Revenue
Service.

FEDERAL ESTATE TAXES

Class A Common Stock owned or treated as owned by an individual who is not
a citizen or resident of the United States (as defined for United States federal
estate tax purposes) at the time of death will be included in such individual's
gross estate for United States federal estate tax purposes unless an applicable
estate tax treaty provides otherwise.

THE FOREGOING DISCUSSION IS A SUMMARY OF THE PRINCIPAL UNITED STATES
FEDERAL INCOME AND ESTATE TAX CONSEQUENCES OF THE OWNERSHIP, SALE OR OTHER
DISPOSITION OF CLASS A COMMON STOCK BY NON-UNITED STATES HOLDERS. ACCORDINGLY,
INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF CLASS
A COMMON STOCK, INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE,
LOCAL, FOREIGN OR OTHER TAXING JURISDICTION.

133
<PAGE> 136

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants........................................... F-2
Consolidated Statements of Income for each of the three years in the period ended
December 31, 1996............................................................... F-3
Consolidated Balance Sheets as of December 31, 1996 and 1995....................... F-4
Consolidated Statements of Stockholder's Equity for each of the three years in the
period ended December 31, 1996.................................................. F-5
Consolidated Statements of Cash Flows for each of the three years in the period
ended December 31, 1996......................................................... F-6
Notes to Consolidated Financial Statements......................................... F-7
Condensed Consolidated Statements of Income (Unaudited) for the three months ended
March 31, 1996 and 1997......................................................... F-28
Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 1997 and December
31, 1996........................................................................ F-29
Condensed Consolidated Statements of Stockholder's Equity (Unaudited) for the three
months ended March 31, 1997..................................................... F-30
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months
ended March 31, 1996 and 1997................................................... F-31
Notes to Condensed Consolidated Financial Statements (Unaudited)................... F-32
</TABLE>

F-1
<PAGE> 137

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life, Inc.:

We have audited the accompanying consolidated balance sheets of Hartford
Life, Inc. (a Delaware corporation and wholly owned subsidiary of Hartford
Accident and Indemnity Company) and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of income, stockholder's equity
and cash flows for each of the three years in the period ended December 31,
1996. These consolidated financial statements are the responsibility of Hartford
Life, Inc.'s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Hartford Life, Inc. and subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996 in conformity with generally accepted
accounting principles.

As discussed in Note 2 of notes to consolidated financial statements,
Hartford Life, Inc. adopted a new accounting standard promulgated by the
Financial Accounting Standards Board, changing its method of accounting, as of
January 1, 1994, for debt and equity securities.

/s/ ARTHUR ANDERSEN LLP

Hartford, Connecticut
February 10, 1997

F-2
<PAGE> 138

HARTFORD LIFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
----------------------------------
1994 1995 1996
------ ------ ------
<S> <C> <C> <C>
REVENUES
Premiums and other considerations...................... $2,139 $2,643 $3,069
Net investment income.................................. 1,403 1,451 1,534
Net realized capital gains (losses).................... 1 (4) (219)
------ ------ ------
TOTAL REVENUES...................................... 3,543 4,090 4,384
------ ------ ------

BENEFITS, CLAIMS AND EXPENSES
Benefits, claims and claim adjustment expenses......... 2,254 2,395 2,727
Amortization of deferred policy acquisition costs...... 149 205 241
Dividends to policyholders............................. 419 675 635
Interest expense....................................... 29 35 55
Other insurance expense................................ 469 554 695
------ ------ ------
TOTAL BENEFITS, CLAIMS AND EXPENSES................. 3,320 3,864 4,353
------ ------ ------
INCOME BEFORE INCOME TAX EXPENSE......................... 223 226 31
Income tax expense....................................... 72 76 7
------ ------ ------
NET INCOME..................................... $ 151 $ 150 $ 24
====== ====== ======
PRO FORMA NET INCOME PER SHARE (UNAUDITED)............... $ .19
======
</TABLE>

The accompanying notes to consolidated financial statements

are an integral part of the above statements.

F-3
<PAGE> 139

HARTFORD LIFE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------
1995 1996
------- -------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities, available for sale, at fair value (amortized cost
$16,156 and $15,659).............................................. $16,139 $15,711
Equity securities, available for sale, at fair value................. 63 119
Policy loans, at outstanding balance................................. 3,380 3,839
Other investments, at cost........................................... 490 161
------- -------
TOTAL INVESTMENTS................................................. 20,072 19,830
------- -------
Cash................................................................... 70 72
Premiums and amounts receivable........................................ 157 170
Reinsurance recoverable................................................ 5,855 5,839
Deferred policy acquisition costs...................................... 2,220 2,800
Deferred income tax.................................................... 443 543
Other assets........................................................... 849 909
Separate account assets................................................ 36,296 49,770
------- -------
TOTAL ASSETS...................................................... $65,962 $79,933
======== ========
LIABILITIES
Future policy benefits................................................. $ 3,554 $ 4,026
Other policyholder funds............................................... 22,764 22,213
Other liabilities...................................................... 1,439 1,757
Allocated Advances from parent......................................... 732 893
Separate account liabilities........................................... 36,296 49,770
------- -------
TOTAL LIABILITIES................................................. 64,785 78,659
------- -------
STOCKHOLDER'S EQUITY
Preferred Stock, par value $.01 per share; 50,000,000 shares
authorized; no shares issued and outstanding.........................
Common Stock, par value $.01 per share, 1,000 shares authorized; 100
shares issued and outstanding........................................ -- --
Class A Common Stock, par value $.01 per share,
600,000,000 shares authorized; no shares issued and outstanding......
Class B Common Stock, par value $.01 per share,
600,000,000 shares authorized; no shares issued and outstanding......
Capital surplus........................................................ 585 585
Net unrealized capital (loss) gain on investments, net of tax.......... (44) 29
Retained earnings...................................................... 636 660
------- -------
TOTAL STOCKHOLDER'S EQUITY........................................ 1,177 1,274
------- -------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY........................ $65,962 $79,933
======== ========
</TABLE>

The accompanying notes to consolidated financial statements

are an integral part of the above statements.

F-4
<PAGE> 140

HARTFORD LIFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(IN MILLIONS)

<TABLE>
<CAPTION>
NET
UNREALIZED
CAPITAL
CLASS CLASS GAIN (LOSS)
A B ON TOTAL
PREFERRED COMMON COMMON COMMON CAPITAL INVESTMENTS, RETAINED STOCKHOLDER'S
STOCK STOCK STOCK STOCK SURPLUS NET OF TAX EARNINGS EQUITY
--------- ------ ------ ------ ------- -------------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1993...... $ -- $ -- $ -- $ -- $ 355 $ (6) $ 576 $ 925
Net income...................... -- -- -- -- -- -- 151 151
Dividends declared on common
stock......................... -- -- -- -- -- -- (17) (17)
Capital contribution............ -- -- -- -- 50 -- -- 50
Change in net unrealized capital
gain (loss) on investments,
net of tax(1)................. -- -- -- -- -- (724) -- (724)
Translation adjustments......... -- -- -- -- -- -- 1 1
--- --- --- ---- ----- ----- ------
BALANCE, DECEMBER 31, 1994...... -- -- -- -- 405 (730) 711 386
Net income...................... -- -- -- -- -- -- 150 150
Dividends declared on common
stock......................... -- -- -- -- -- -- (226) (226)
Capital contribution............ -- -- -- -- 180 -- -- 180
Change in net unrealized capital
gain (loss) on investments,
net of tax.................... -- -- -- -- -- 686 -- 686
Translation adjustments......... -- -- -- -- -- -- 1 1
--- --- --- ---- ----- ----- ------
BALANCE, DECEMBER 31, 1995...... -- -- -- -- 585 (44) 636 1,177
Net income...................... -- -- -- -- -- -- 24 24
Change in net unrealized capital
gain (loss) on investments,
net of tax.................... -- -- -- -- -- 73 -- 73
--- --- --- ---- ----- ----- ------
BALANCE, DECEMBER 31, 1996...... $ -- $ -- $ -- $ -- $ 585 $ 29 $ 660 $1,274
=== === === ==== ===== ===== ======
</TABLE>

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

(1) The 1994 change in net unrealized capital gain (loss) on investments, net of
tax, includes a gain of $103 due to the adoption of SFAS No. 115 as
discussed in Note 2(b) of notes to consolidated financial statements.

The accompanying notes to consolidated financial statements

are an integral part of the above statements.

F-5
<PAGE> 141

HARTFORD LIFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
1994 1995 1996
------- ------- -------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income................................................ $ 151 $ 150 $ 24
Adjustments to net income:
Depreciation and amortization............................. 35 17 12
Net realized capital (gains) losses on sale of
investments............................................. (1) 4 219
Increase in premiums receivable........................... (21) (27) (13)
Increase in other liabilities............................. 201 171 433
Change in receivables, payables and accruals.............. 102 (266) 2
(Decrease) increase in accrued taxes...................... (65) 35 (90)
Increase in deferred income taxes......................... (109) (104) (137)
Increase in deferred policy acquisition costs............. (470) (390) (580)
Increase in liability for future policy benefits.......... 371 654 472
(Increase) decrease in reinsurance recoverable and related
assets.................................................. (5) 22 (4)
------- ------- -------
CASH PROVIDED BY OPERATING ACTIVITIES................ 189 266 338
------- ------- -------
INVESTING ACTIVITIES
Purchases of fixed maturity investments................... (9,968) (6,950) (7,045)
Sales of fixed maturity investments....................... 6,262 5,494 4,018
Maturities and principal paydowns of fixed maturity
investments............................................. 2,069 1,847 2,890
Purchase of other investments............................. (1,530) (928) (391)
Sales of other investments................................ 167 64 284
Net sales (purchases) of short-term investments........... 181 (189) 302
------- ------- -------
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES..... (2,819) (662) 58
------- ------- -------
FINANCING ACTIVITIES
Increase in Allocated Advances............................ 100 -- 115
Capital contribution...................................... 50 -- --
Dividends paid............................................ (17) -- (19)
Net receipts from (disbursements for) investment and
universal life-type contracts credited to (charged from)
policyholder accounts................................... 2,523 431 (490)
------- ------- -------
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES..... 2,656 431 (394)
------- ------- -------
Net increase in cash...................................... 26 35 2
Impact of foreign exchange................................ (1) 1 --
Cash -- beginning of year................................. 9 34 70
------- ------- -------
CASH -- END OF YEAR.................................. $ 34 $ 70 $ 72
======= ======= =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

CASH PAID DURING THE YEAR FOR:
Income taxes.............................................. $ 257 $ 173 $ 166
Interest.................................................. $ 29 $ 35 $ 55

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION

Capital contribution...................................... $ -- $ 180 $ --
Dividends................................................. $ -- $ 207 $ --
Increase in Allocated Advances for other assets........... $ -- $ -- $ 46
</TABLE>

The accompanying notes to consolidated financial statements

are an integral part of the above statements.

F-6
<PAGE> 142

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS)

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Hartford Life, Inc. (the "Company") was formed on December 13, 1996 and
capitalized on December 16, 1996 with the contribution of all the outstanding
common stock of Hartford Life and Accident Insurance Company ("Hartford Life and
Accident"). The Company is a direct subsidiary of Hartford Accident and
Indemnity Company ("Hartford Accident and Indemnity") and is ultimately a
subsidiary of Hartford Fire Insurance Company ("Hartford Fire"). Hartford Fire
is an indirect wholly owned subsidiary of ITT Hartford Group, Inc. ("The
Hartford"). On December 19, 1995, ITT Industries, Inc. (formerly ITT
Corporation) ("ITT") distributed all the outstanding shares of capital stock of
The Hartford to ITT stockholders of record on such date (the transactions
relating to such distribution are referred to herein as the "ITT Spin-Off"). As
a result of the ITT Spin-Off, The Hartford became an independent, publicly
traded company. The Company is a holding company and as such has no material
business of its own.

The Company is a leading insurance and financial services company with
operations that provide: (a) annuity products such as individual variable
annuities and fixed market value adjusted annuities, deferred compensation and
retirement plan services and mutual funds for savings and retirement needs; (b)
life insurance for income protection and estate planning; and (c) employee
benefits products such as group life and group disability insurance.

2. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying consolidated financial statements present the financial
position, results of operations and cash flows of Hartford Life, Inc. and
Hartford Life and Accident and subsidiaries on the basis of historical cost, in
a manner similar to pooling of interests accounting. Hartford Life and Accident
directly owns all the outstanding shares of capital stock of ITT Hartford Life
of Canada Insurance Company and Hartford Life Insurance Company, which in turn
owns all outstanding shares of ITT Hartford Life and Annuity Insurance Company
and ITT Hartford International Life Reassurance Corporation.

These financial statements present the financial position, results of
operations and cash flows of the Company as if it were a separate entity for all
periods presented. All material intercompany transactions and balances between
the Company and its subsidiaries have been eliminated. The consolidated
financial statements are prepared on a basis of generally accepted accounting
principles which differ materially from the statutory accounting prescribed by
various insurance regulatory authorities.

The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CHANGES IN ACCOUNTING PRINCIPLES

On November 14, 1996, the Emerging Issues Task Force ("EITF") reached a
consensus on Issue No. 96-12, "Recognition of Interest Income and Balance Sheet
Classification of Structured Notes". This Issue requires companies to record
income on certain structured securities on a retrospective interest method. The
Company adopted EITF No. 96-12 for structured securities

F-7
<PAGE> 143

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

acquired after November 14, 1996. Adoption of EITF No. 96-12 did not have a
material effect on the Company's financial condition or results of operations.

In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation", which was effective in 1996. As permitted by SFAS No.
123, the Company continued to measure compensation costs of employee stock
option plans (relating to options on common stock of The Hartford) using the
intrinsic value method prescribed by Accounting Principles Board Opinion No. 25.
As of February 10, 1997, the Company had not adopted an employee stock
compensation plan. Certain officers of the Company participate in The Hartford's
stock option plan. Compensation costs allocated by The Hartford to the Company,
as well as pro forma compensation costs as determined under SFAS No. 123, were
immaterial to the results of operations for 1995 and 1996.

In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities". This statement
established criteria for determining whether transferred assets should be
accounted for as sales or secured borrowings. Subsequently, in December 1996,
the FASB issued SFAS No. 127, "Deferral of Effective Date of Certain Provisions
of FASB Statement No. 125", which defers the effective date of certain
provisions of SFAS No. 125 for one year. Adoption of SFAS No. 125 is not
expected to have a material effect on the Company's financial condition or
results of operations.

Effective January 1, 1994, the Company adopted SFAS No. 115, "Accounting
for Certain Investments in Debt and Equity Securities". The new standard
requires, among other things, that securities be classified as
"held-to-maturity", "available-for-sale" or "trading" based on the Company's
intentions with respect to the ultimate disposition of the security and its
ability to effect those intentions. The classification determines the
appropriate accounting carrying value (cost basis or fair value) and, in the
case of fair value, whether the fair value difference from cost, net of tax,
impacts stockholder's equity directly or is reflected in the Consolidated
Statements of Income. Investments in equity securities had previously been and
continue to be recorded at fair value with the corresponding after-tax impact
included in stockholder's equity. Under SFAS No. 115, the Company's fixed
maturity investments are classified as "available-for-sale" and, accordingly,
these investments are reflected at fair value with the corresponding impact
included as a component of stockholder's equity designated as "Net unrealized
capital gain (loss) on investments, net of tax". As with the underlying
investment security, unrealized capital gains and losses on derivative financial
instruments are considered in determining the fair value of the portfolios. The
impact of adoption was an increase to stockholder's equity of $103. The
Company's cash flows were not impacted by this change in accounting principle.

In February 1997, FASB issued 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 APB Opinion No. 15, "Earnings per Share", and makes
them comparable to international EPS standards. It replaces the presentation of
primary EPS with a 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.
The Company has not yet quantified the effect of adopting this statement.

F-8
<PAGE> 144

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

REVENUE RECOGNITION

Revenues for universal life policies and investment products consist of
policy charges for the cost of insurance, policy administration and surrender
charges assessed to policy account balances and are recognized in the period in
which services are provided. Premiums for traditional life insurance policies
are recognized as revenues when they are due from policyholders.

FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS

Liabilities for future policy benefits are computed by the net level
premium method using interest rate assumptions varying from 3% to 11% and
withdrawal and mortality assumptions appropriate at the time the policies were
issued. Health reserves, which are the result of sales of group long-term and
short-term disability, stop loss, Medicare supplement and individual disability
products, are stated at amounts determined by estimates on individual cases and
estimates of unreported claims based on past experience. Liabilities for
universal life-type and investment contracts are stated at policyholder account
values before surrender charges.

DEFERRED POLICY ACQUISITION COSTS

Policy acquisition costs, including commissions and certain underwriting
expenses associated with acquiring business, are deferred and amortized over the
estimated lives of the contracts, generally 20 years. Generally, acquisition
costs are deferred and amortized using the retrospective deposit method. Under
the retrospective deposit method, acquisition costs are amortized in proportion
to the present value of expected gross profits from surrender charges,
investment, mortality and expense margins. Actual gross profits can vary from
management's estimates resulting in increases or decreases in the rate of
amortization. Management periodically updates these estimates, when appropriate,
and evaluates the recoverability of the deferred acquisition cost asset. When
appropriate, management revises its assumptions on the estimated gross profits
of these contracts and the cumulative amortization for the books of business are
reestimated and readjusted by a cumulative charge or credit to income.

The Company's other insurance expense includes the following:

<TABLE>
<CAPTION>
1994 1995 1996
----- ----- -----
<S> <C> <C> <C>
Commissions...................................................... $ 623 $ 705 $ 949
Deferred acquisition costs....................................... (628) (633) (836)
Other............................................................ 474 482 582
----- ----- -----
Total expense............................................... $ 469 $ 554 $ 695
====== ====== ======
</TABLE>

POLICYHOLDER REALIZED CAPITAL GAINS AND LOSSES

Realized capital gains and losses on security transactions associated with
the Company's immediate participation guaranteed contracts are excluded from
revenues and deferred, since under the terms of the contracts the realized gains
and losses will be credited to policyholders in future years as they are
entitled to receive them.

F-9
<PAGE> 145

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

FOREIGN CURRENCY TRANSLATION

Foreign currency translation gains and losses are reflected in
stockholder's equity. Balance sheet accounts are translated at the exchange
rates in effect at each year end and income statement accounts are translated at
the average rates of exchange prevailing during the year. The national
currencies of international operations are generally their functional
currencies.

INVESTMENTS

The Company's investments in fixed maturities include bonds, redeemable
preferred stock and commercial paper which are classified as
"available-for-sale" and accordingly are carried at fair value with the
after-tax difference from cost reflected as a component of stockholder's equity
designated as "Net unrealized capital gain (loss) on investments, net of tax".
Equity securities, which include common and non-redeemable preferred stocks, are
carried at fair value with the after-tax difference from cost reflected in
stockholder's equity. Policy and mortgage loans are each carried at their
outstanding balance which approximates fair value. Investments in partnerships
and trusts are carried at cost. Net realized capital gains (losses), after
deducting the policyholders' share, are reported as a component of revenue and
are determined on a specific identification basis.

The Company's accounting policy for impairment recognition requires
recognition of an other than temporary impairment charge on a security if it is
determined that the Company is unable to recover all amounts due under the
contractual obligations of the security. In addition, for securities expected to
be sold, an other than temporary impairment charge is recognized if the Company
does not expect the fair value of a security to recover to cost or amortized
cost prior to the expected date of sale. Once an impairment charge has been
recorded, the Company then continues to review the other than temporarily
impaired security for appropriate valuation on an ongoing basis. During 1996, it
was determined that certain individual securities within the investment
portfolio supporting the Company's block of traditional guaranteed rate
contracts written prior to 1995 ("Closed Book GRC") could not recover to
amortized cost prior to sale. Therefore, an other than temporary impairment loss
of $88 after tax was recorded.

DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses a variety of derivative financial instruments including,
swaps, caps, floors, forwards and exchange traded-financial futures and options
as part of an overall risk management strategy. These instruments are used as a
means of hedging exposure to price, foreign currency and/or interest rate risk
on anticipated investment purchases or existing assets and liabilities. The
Company does not hold or issue derivative financial instruments for trading
purposes. The Company's accounting for derivative financial instruments used to
manage risk is in accordance with the concepts established in SFAS No. 80,
Accounting for Futures Contracts, SFAS No. 52, Foreign Currency Translation,
American Institute of Certified Public Accountants Statement of Position 86-2,
Accounting for Options, and various EITF pronouncements. Written options are, in
all cases, used in conjunction with other assets and derivatives as part of the
Company's asset/liability management strategies. Derivative instruments are
carried at values consistent with the asset or liability being hedged.
Derivatives used to hedge fixed maturities or equities are carried at fair value
with the after-tax difference from cost reflected in stockholder's equity.
Derivatives used to hedge other invested assets or liabilities are carried at
cost.

Derivatives must be designated at inception as a hedge and measured for
effectiveness both at inception and on an ongoing basis. The Company's minimum
correlation threshold for hedge designation is 80%. If correlation, which is
assessed monthly and measured based on a rolling three

F-10
<PAGE> 146

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

month average, falls below 80%, hedge accounting will be terminated. Derivatives
used to create a synthetic asset must meet synthetic accounting criteria
including designation at inception and consistency of terms between the
synthetic and the instrument being replicated. Interest rate swaps are the
primary type of derivatives used to convert London interbank offered quotations
for U.S. dollar deposits ("LIBOR") based variable rate instruments to fixed rate
instruments. Synthetic instrument accounting, consistent with industry practice,
provides that the synthetic asset is accounted for like the financial instrument
it is intended to replicate. Derivatives which fail to meet risk management
criteria are marked to market with the impact reflected in the Consolidated
Statements of Income.

Gains or losses on financial futures contracts entered into in anticipation
of the future receipt of product cash flows are deferred and, at the time of the
ultimate purchase, reflected as an adjustment to the cost basis of the purchased
asset. Gains or losses on futures used in invested asset risk management are
deferred and adjusted into the cost basis of the hedged asset when the futures
contracts are closed, except for futures used in duration hedging which are
deferred and are adjusted into the cost basis on a quarterly basis. The
adjustments to the cost basis are amortized into investment income over the
remaining asset life.

Open forward commitment contracts are marked to market through
stockholder's equity. Such contracts are recorded at settlement by recording the
purchase of the specified securities at the previously committed price. Gains or
losses resulting from the termination of the forward commitment contracts before
the delivery of the securities are recognized immediately in the Consolidated
Statements of Income as a component of net investment income.

The cost of purchased options and/or premiums received on covered written
options, entered into as part of an asset/liability management strategy, is/are
adjusted into the cost basis of the underlying asset or liability and amortized
over the remaining life of the hedge. Gains or losses on expiration or
termination of the hedge are adjusted into the basis of the underlying asset or
liability and amortized over the remaining asset life. The Company had not
written any options as of December 31, 1995 and 1996.

Interest rate swaps involve the periodic exchange of payments without the
exchange of underlying principal or notional amounts. Net receipts or payments
are accrued and recognized over the life of the swap agreement as an adjustment
to income. Should the swap be terminated, the gain or loss is adjusted into the
basis of the asset or liability and amortized over the remaining life. Should
the hedged asset be sold or liability terminated without terminating the swap
position, any swap gains or losses are immediately recognized in earnings.
Interest rate swaps purchased in anticipation of an asset purchase (an
"anticipatory transaction") are recognized consistent with the underlying asset
components such that the settlement component is recognized in the Consolidated
Statements of Income while the change in market value is recognized as an
unrealized gain or loss.

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

Forward exchange contracts and foreign currency swaps are accounted for in
accordance with SFAS No. 52.

F-11
<PAGE> 147

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

RELATED PARTY TRANSACTIONS

Transactions of the Company with Hartford Accident and Indemnity and its
affiliates relate principally to tax settlements, reinsurance, insurance
coverage, rental and service fees and payment of dividends and capital
contributions. In addition, certain affiliated insurance companies purchased
group annuity contracts from the Company to fund pension costs and claim
annuities to settle casualty claims. Substantially all general insurance
expenses related to the Company, including rent and employee benefit plan
expenses, are initially paid by Hartford Fire. Direct expenses are allocated to
the Company using specific identification, and indirect expenses are allocated
using other applicable methods. Indirect expenses include those for corporate
areas which, depending on type, are allocated based on either a percentage of
direct expenses or on utilization. Indirect expenses allocated to the Company by
The Hartford were $46, $51, and $45 in 1994, 1995, and 1996, respectively.
Management of the Company believes that the methods used are reasonable. In
addition, the Company was charged its share of costs allocated to The Hartford
by ITT prior to the ITT Spin-Off, which were immaterial in 1994 and 1995.
Included in other liabilities is $44 and $61 due The Hartford as of December 31,
1995 and 1996, respectively.

The Company cedes approximately $24,000 of individual and group life
insurance in force to companies affiliated with The Hartford (and paid premiums
of $3 but did not pay or receive any commissions in respect thereto) and assumes
approximately $122 of premiums relating to stop loss and short-term disability
written by a number of The Hartford's property-casualty subsidiaries (and,
consistent with industry practice, reimbursed the ceding Company $12 for
commissions and $3 for premium taxes incurred as a result of writing these
policies).

On June 30, 1995, the ownership of ITT Lyndon Insurance Company was
transferred to the Company via a capital contribution of $180, representing the
net assets of such company.

DIVIDENDS TO POLICYHOLDERS

Certain life insurance policies contain dividend payment provisions that
enable the policyholder to participate in the earnings of the life insurance
subsidiaries of the Company. The participating insurance in force accounted for
28%, 23%, and 25% in 1994, 1995, and 1996, respectively, of total insurance in
force.

3. EVENTS SUBSEQUENT TO DATE OF AUDITORS' REPORT -- PRO FORMA INFORMATION
(UNAUDITED)

On February 7, 1997, the Company declared a dividend of $1,184 payable to
its direct parent, Hartford Accident and Indemnity. 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 (5.65% at
the inception of the borrowing) (for a description of the line of credit and the
calculation of the applicable Eurodollar rate, see Note 15), which, together
with a promissory note in the amount of $100, was paid as a dividend to Hartford
Accident and Indemnity on February 20, 1997. Of the $1,184 dividend, $893
constituted a repayment of the portion of The Hartford's third-party
indebtedness internally allocated, for financial reporting purposes, to the
Company's life insurance subsidiaries (the "Allocated Advances"). The principal
on this promissory note is due and payable February 19, 1998, together with
interest payable at the two-month Eurodollar rate (determined as described in
Note 15 in respect of the above-referenced line of credit) plus 15 basis points
(initially 5.60% upon the execution of this promissory note).

On April 3, 1997, the Company reclassified the authorized shares of common
stock, par value $.01 per share, of the Company into Class B Common Stock, par
value $.01 per share (the "Class B

F-12
<PAGE> 148

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

Common Stock"), and authorized the Class A Common Stock, par value $.01 per
share (the "Class A Common Stock") and the preferred stock, par value $.01 per
share (the "Preferred Stock"). Holders of Class A Common Stock and Class B
Common Stock are entitled to receive ratably such dividends, if any, as may be
declared by the Board of Directors, subject to any preferential dividend rights
of any outstanding Preferred Stock, and generally have identical voting rights
and vote together (and not as separate classes), except that 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. Also, each share of Class B Common
Stock is convertible into a share of Class A Common Stock at any time at the
option of the holder and will automatically convert into a share of Class A
Common Stock (i) upon the transfer of such share Class B Common Stock by the
holder thereof to a non-affiliate (except where the shares of Class B Common
Stock so transferred represent 50% or more of all the outstanding shares of
Common Stock, calculated without regard to the difference in voting rights
between the classes of Common Stock) or (ii) in the event that the number of
shares of outstanding Class B Common Stock is less than 50% of all the Common
Stock then outstanding.

On April 4, 1997, the Company declared and paid a dividend of $25 to
Hartford Accident and Indemnity in the form of a promissory note in such amount.
The principal on this promissory note is due and payable April 3, 1998, together
with interest payable at the one-month Eurodollar rate (determined as described
in Note 15 in respect of the above-referenced line of credit) plus 15 basis
points (initially 5.84% upon the execution of this promissory note).

Pro forma net income per share data is presented only for the year ended
December 31, 1996, as such information for earlier periods would not be
meaningful. Pro forma net income per share data is calculated based upon the
shares of Class B Common Stock owned by The Hartford immediately prior to the
Equity Offerings (see Note 15) plus an assumed issuance of Class A Common Stock
in the Equity Offerings (the number of shares that, based on the midpoint of the
range of the estimated initial public offering prices and the estimated
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).

4. INVESTMENTS

COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
1994 1995 1996
------- ------ ------
<S> <C> <C> <C>
Interest income................................... $ 1,345 $1,450 $1,546
Income from other investments..................... 69 13 3
------ ------ ------
Gross investment income........................... 1,414 1,463 1,549
Less: Investment expenses......................... 11 12 15
------ ------ ------
NET INVESTMENT INCOME............................. $ 1,403 $1,451 $1,534
====== ====== ======
</TABLE>

F-13
<PAGE> 149

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
---------------------------------
1994 1995 1996
------- ------ ------
<S> <C> <C> <C>
Fixed maturities.................................. $ (37) $ 30 $ (214)
Equity securities................................. (9) (6) 2
Real estate and other............................. 47 (26) (4)
Less: Decrease in liability to policyholders for
realized capital gains.......................... -- (2) (3)
------- ------ ------
NET REALIZED CAPITAL GAINS (LOSSES)............... $ 1 $ (4) $ (219)
======== ====== ======
</TABLE>

COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON EQUITY SECURITIES

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
---------------------------------
1994 1995 1996
------- ------ ------
<S> <C> <C> <C>
Gross unrealized gains............................ $ 3 $ 4 $ 7
Gross unrealized losses........................... (11) (2) (1)
------- ------ ------
Net unrealized capital (losses) gains............. (8) 2 6
Deferred income tax (asset) liability............. (3) -- 2
------- ------ ------
Net unrealized capital (losses) gains,
after-tax....................................... (5) 2 4
Balance beginning of year......................... (6) (5) 2
------- ------ ------
CHANGE IN NET UNREALIZED CAPITAL GAINS (LOSSES) ON
EQUITY SECURITIES............................... $ 1 $ 7 $ 2
======== ====== ======
</TABLE>

COMPONENTS OF NET UNREALIZED CAPITAL (LOSSES) GAINS ON FIXED MATURITIES

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
-----------------------------
1994 1995 1996
------- ------ ------
<S> <C> <C> <C>
Gross unrealized gains................................ $ 174 $ 581 $ 425
Gross unrealized losses............................... (1,333) (598) (373)
Unrealized losses (gains) credited to policyholders... 43 (53) (13)
------- ------ ------
Net unrealized capital (losses) gains................. (1,116) (70) 39
Deferred income tax (asset) liability................. (391) (24) 14
------- ------ ------
Net unrealized capital (losses) gains, after-tax...... (725) (46) 25
Balance beginning of year............................. 103 (725) (46)
------- ------ ------
CHANGE IN NET UNREALIZED CAPITAL (LOSSES) GAINS ON
FIXED MATURITIES.................................... $ (828) $ 679 $ 71
======== ====== ======
</TABLE>

F-14
<PAGE> 150

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

COMPONENTS OF FIXED MATURITIES INVESTMENTS

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1995
-------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- -------
<S> <C> <C> <C> <C>
U.S. government and government agencies and
authorities (guaranteed and sponsored)........ $ 554 $ 5 $ (9) $ 550
U.S. government and government agencies and
authorities (guaranteed and sponsored) --
asset-backed.................................. 3,880 230 (407) 3,703
States, municipalities and political
subdivisions.................................. 202 4 (3) 203
International governments....................... 364 21 (4) 381
Public utilities................................ 1,027 31 (2) 1,056
All other corporate including international..... 4,682 190 (98) 4,774
All other corporate -- asset-backed............. 3,421 81 (63) 3,439
Short-term investments.......................... 1,088 -- -- 1,088
Certificates of deposit......................... 938 19 (12) 945
------- --- ----- -------
TOTAL FIXED MATURITIES.......................... $16,156 $581 $ (598) $16,139
======= === ===== =======
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
-------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- -------
<S> <C> <C> <C> <C>
U.S. government and government agencies and
authorities (guaranteed and sponsored)........ $ 194 $ 13 $ (4) $ 203
U.S. government and government agencies and
authorities (guaranteed and sponsored) --
asset-backed.................................. 2,167 165 (138) 2,194
States, municipalities and political
subdivisions.................................. 423 6 (11) 418
International governments....................... 380 19 (4) 395
Public utilities................................ 967 13 (9) 971
All other corporate including international..... 5,477 137 (125) 5,489
All other corporate -- asset-backed............. 4,151 57 (60) 4,148
Short-term investments.......................... 765 -- -- 765
Certificates of deposit......................... 1,135 15 (22) 1,128
------- ---- ----- -------
TOTAL FIXED MATURITIES.......................... $15,659 $425 $ (373) $15,711
======= ==== ===== =======
</TABLE>

The amortized cost and fair value of fixed maturities at December 31, 1996,
by maturity, are shown below. Asset-backed securities, including mortgage-backed
securities and collateralized mortgage obligations, are distributed to maturity
year based on the Company's estimates of the rate of future prepayments of
principal over the remaining life of such securities. These estimates are
developed using prepayment speeds reported in broker consensus data. Such
estimates are derived from prepayment speeds experienced at the interest rate
levels projected for the underlying mortgages and can be expected to vary from
actual experience. Expected maturities differ from contractual maturities due to
call or prepayment provisions.

F-15
<PAGE> 151

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

<TABLE>
<CAPTION>
MATURITY AMORTIZED COST FAIR VALUE
---------------------------------------------------------- -------------- ----------
<S> <C> <C>
One year or less.......................................... $ 2,920 $ 2,936
Over one year through five years.......................... 6,646 6,705
Over five years through ten years......................... 3,993 3,982
Over ten years............................................ 2,100 2,088
------- -------
TOTAL........................................... $ 15,659 $ 15,711
======= =======
</TABLE>

Sales of fixed maturities excluding short-term fixed maturities for the
years ended December 31, 1994, 1995 and 1996 resulted in proceeds of $6,262,
$5,494 and $4,018, respectively, resulting in gross realized capital gains of
$79, $111 and $102, respectively, and gross realized capital losses (including
investment writedowns) of $116, $81 and $316, respectively, not including
policyholder gains and losses. Sales of equity securities for the years ended
December 31, 1994, 1995 and 1996 resulted in proceeds of $58, $42 and $74,
respectively, resulting in gross realized capital gains of $5, $0 and $2,
respectively, and gross realized capital losses of $14, $6 and $0, respectively,
not including policyholder gains and losses.

CONCENTRATION OF CREDIT RISK

As of December 31, 1996, the Company had a reinsurance recoverable of
$3,800 from Mutual Benefit Life Assurance Corporation ("Mutual Benefit"),
supported by assets in a security trust of $3,800 (including policy loans of
$3,300). The risk of Mutual Benefit becoming insolvent is mitigated by the
reinsurance agreement's requirement that the assets be kept in a security trust
with the Company as sole beneficiary.

The Company has invested in the securities of a single issuer in amounts
greater than 10% of stockholder's equity. The table below details the issuer and
the amount invested by the Company, as of December 31, 1996. Excluding these
investments and investments in U.S. government and agencies, the Company has no
other significant concentrations of credit risk in fixed maturities.

<TABLE>
<CAPTION>
AMORTIZED FAIR
ISSUER COST VALUE RATING
- -------------------------------------------- --------- ----- -------------------------
<S> <C> <C> <C>
MBNA Credit Card............................ $ 180 $ 181 BBB-AAA
Green Tree Financial Corporation............ $ 175 $ 175 A-AAA
Province of Quebec.......................... $ 152 $ 158 A+ (Standard and Poor's)
Traveler's Group, Inc....................... $ 160 $ 160 A+ (Standard and Poor's)
Finova Capital.............................. $ 136 $ 137 A- (Standard and Poor's)
Ford Motor Corporation...................... $ 143 $ 144 A+ (Standard and Poor's)
Sears, Roebuck and Co. ..................... $ 131 $ 131 BBB - A-
</TABLE>

DERIVATIVE INVESTMENTS

Derivatives play an important role in facilitating the management of
interest rate risk, in creating opportunities to develop asset packages which
efficiently fund product obligations, in hedging against indexation risks which
affect the value of certain liabilities, and in adjusting investment risk
characteristics when dictated by significant changes in market risks. As an end
user of derivatives, the Company uses 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

F-16
<PAGE> 152

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

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 for derivative
contracts. 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 $9,627 and
$10,877 at December 31, 1995 and 1996, respectively ($7,919 and $8,249 related
to life insurance investments and $1,708 and $2,628 related to life insurance
liabilities at December 31, 1995 and 1996, respectively).

The following table summarizes the Company's derivatives, segregated by
major categories, as of December 31, 1995 and 1996.

<TABLE>
<CAPTION>
AMOUNTS HEDGED (NOTIONAL AMOUNTS) (EXCLUDING LIABILITY HEDGES)
---------------------------------------------------------------------
PURCHASED
TOTAL ISSUED OPTIONS, INTEREST FOREIGN TOTAL
CARRYING CAPS & CAPS & RATE CURRENCY NOTIONAL
VALUE FLOORS(C) FLOORS(D) FUTURES(E) SWAPS(H) SWAPS(F) AMOUNT
-------- --------- --------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1995
Asset-backed securities (excluding
inverse floaters and
anticipatory)................... $ 6,375 $ 118 $ 3,433 $ 323 $ 290 $ -- $4,164
Inverse floaters(A)............... 770 560 354 18 681 -- 1,613
Anticipatory(G)................... (3) -- -- 478 240 -- 718
Other bonds and notes............. 7,909 33 66 323 798 186 1,406
Short-term investments............ 1,088 -- -- -- -- -- --
------- ------ ------ ------ ------ ---- ------
TOTAL FIXED MATURITIES.... 16,139 711 3,853 1,142 2,009 186 7,901
Equity securities, policy loans
and other investments........... 3,933 -- -- -- 18 -- 18
------- ------ ------ ------ ------ ---- ------
TOTAL INVESTMENTS......... $20,072 $ 711 $ 3,853 $1,142 $2,027 $186 $7,919
======= ====== ====== ====== ====== ==== ======
TOTAL DERIVATIVES -- FAIR
VALUE(B)................ $ (32) $ 47 $ -- $ (113) $(24) $ (122)
====== ====== ====== ====== ==== ======
</TABLE>

F-17
<PAGE> 153

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

<TABLE>
<CAPTION>
AMOUNTS HEDGED (NOTIONAL AMOUNTS) (EXCLUDING LIABILITY HEDGES)
---------------------------------------------------------------------
PURCHASED
TOTAL ISSUED OPTIONS, INTEREST FOREIGN TOTAL
CARRYING CAPS & CAPS & RATE CURRENCY NOTIONAL
VALUE FLOORS(C) FLOORS(D) FUTURES(E) SWAPS(H) SWAPS(F) AMOUNT
-------- --------- --------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1996
Asset-backed securities (excluding
inverse floaters and
anticipatory)................... $ 5,939 $ 500 $ 2,454 $ -- $ 941 $ -- $3,895
Inverse floaters(A)............... 404 98 856 -- 346 -- 1,300
Anticipatory(G)................... -- -- -- 287 105 -- 392
Other bonds and notes............. 8,603 456 747 50 1,265 125 2,643
Short-term investments............ 765 -- -- -- -- -- --
------- ------ ------ ------ ------ ---- ------
TOTAL FIXED MATURITIES.... 15,711 1,054 4,057 337 2,657 125 8,230
Equity securities, policy loans
and other investments........... 4,119 -- -- -- 19 -- 19
------- ------ ------ ------ ------ ---- ------
TOTAL INVESTMENTS......... $19,830 $ 1,054 $ 4,057 $ 337 $2,676 $125 $8,249
======= ====== ====== ====== ====== ==== ======
TOTAL DERIVATIVES -- FAIR
VALUE(B)................ $ (10) $ 35 $ -- $ (27) $ (9) $ (11)
====== ====== ====== ====== ==== ======
</TABLE>

- ---------------
(A) Inverse floaters are variations of collateralized mortgage obligations for
which the coupon rates move inversely with an index rate such as LIBOR. The
risk to principal is considered negligible as the underlying collateral for
the securities is guaranteed or sponsored by government agencies. To address
the volatility risk created by the coupon variability, the Company uses a
variety of derivative instruments, primarily interest rate swaps and
purchased caps and floors.

(B) The fair value of derivative instruments including swaps, caps, floors,
futures, options and forward commitments was determined using dealer quoted
prices, for 1995, and using a pricing model which is validated through
quarterly comparison to dealer quoted prices, for 1996.

(C) The 1995 data includes issued caps of $475 with a weighted average strike
rate of 8.5% (ranging from 7.0% to 10.4%) and over 85% maturing in 2000
through 2004. In addition, issued floors totaled $236, a weighted average
strike rate of 8.1% (ranging from 5.3% to 10.9%) and mature through 2007
with 76% maturing by 2004. The 1996 data includes issued caps of $433 with a
weighted average strike rate of 8.21% (ranging from 7.0% to 9.5%) and over
93% maturing in 2000 through 2005. In addition, issued floors totaled $621,
have a weighted average strike rate of 5.16% (ranging from 4.875% to 7.85%)
with all of them maturing by the end of 2005.

(D) The 1995 data includes purchased floors of approximately $2,100 and
purchased caps of approximately $1,800. The floors have a weighted average
strike price of 5.7% (ranging from 3.7% to 6.8%) and over 87% mature in 1997
through 1999. The caps have a weighted average strike price of 7.6% (ranging
from 4.5% to 10.1%) and over 82% mature in 1997 through 2000. The 1996 data
includes purchased floors of approximately $2,600, purchased options of $10
and purchased caps of approximately $1,400. The floors have a weighted
average strike rate of 5.77% (ranging from 3.70% to 7.85%) and over 95%
mature in the years 1997 through 2001. The options mature in 1997. The caps
have a weighted average of 7.68% (ranging from 4.40% to 10.125%) and over
77% of them mature in the years 1997 through 2001.

(E) As of December 31, 1995 and 1996, over 95% and 71% respectively, of the
notional futures contracts expire within one year.

(F) As of December 31, 1995 and 1996, over 25% and 42%, respectively, of the
Company's foreign currency swaps expire within one year; the balance mature
over the succeeding 4 to 5 years.

(G) Deferred gains and losses on anticipatory transactions are included in the
carrying value of bond investments in the Consolidated Balance Sheets. At
the time of the ultimate purchase, they are reflected as a basis adjustment
to the purchased asset. At December 31, 1995, the Company had $12.9 in net
deferred gains for futures, interest rate swaps and purchased options. The
Company basis adjusted $12.6 of the deferred gains in 1996. At December 31,
1996, the Company had $5.7 in net deferred gains for futures, interest rate
swaps and purchased options. The Company expects to basis adjust the $5.7 of
deferred gains in 1997.

(H) For additional information on the Company's interest rate swaps, see the
table on page F-19.

The following table summarizes the maturities by notional value of interest
rate swaps outstanding at December 31, 1995 and 1996, and the related weighted
average interest pay rate or receive rate. The variable rates represent spot
rates (primarily 90-day LIBOR) as of December 31,

F-18
<PAGE> 154

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

1996. Such variable rates have been calculated assuming that the spot rates
remain unchanged throughout the life of the interest rate swaps.

<TABLE>
<CAPTION>
LATEST
1996 1997 1998 1999 2000 THEREAFTER TOTAL MATURITY
----- ----- ----- ----- ----- ---------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1995
PAY FIXED/RECEIVE VARIABLE
Notional value.................... $ 15 $ 50 $ -- $ 453 $ 31 $ 229 $ 778 2004
Weighted average pay rate......... 4.95% 7.28% -- 8.10% 7.11% 7.78% 7.85%
Weighted average receive rate..... 5.81% 5.94% -- 5.75% 5.70% 5.88% 5.80%
PAY VARIABLE/RECEIVE FIXED
Notional value.................... $ 120 $ 68 $ 25 $ 25 $ 35 $ 295 $ 568 2007
Weighted average pay rate......... 5.89% 8.63% 5.93% -- 5.88% 4.35% 5.41%
Weighted average receive rate..... 2.78% 7.87% 4.00% -- 6.48% 6.66% 5.56%
PAY VARIABLE/RECEIVE DIFFERENT
VARIABLE
Notional value.................... $ 161 $ 18 $ 36 $ 12 $ 200 $ 254 $ 681 2004
Weighted average pay rate......... 5.51% 6.19% 3.65% 3.45% 4.53% 16.26% 5.59%
Weighted average receive rate..... 6.48% 8.10% 5.58% 5.16% 6.81% 5.91% 6.55%
Total interest rate swaps......... $ 296 $ 136 $ 61 $ 490 $ 266 $ 778 $2,027 2007
Total weighted average pay rate... 5.64% 7.78% 4.58% 7.57% 5.01% 6.40% 6.51%
Total weighted average receive
rate............................ 4.94% 7.19% 4.94% 5.44% 6.64% 6.30% 5.91%
</TABLE>

<TABLE>
<CAPTION>
LATEST
1997 1998 1999 2000 2001 THEREAFTER TOTAL MATURITY
----- ----- ----- ----- ----- ---------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1996
PAY VARIABLE/RECEIVE FIXED
Notional value.................... $ -- $ 50 $ 165 $ 35 $ 162 $ 334 $ 746 2016
Weighted average pay rate......... -- 5.7% 5.8% 5.5% 5.5% 5.6% 5.6%
Weighted average receive rate..... -- 3.2% 1.5% 6.5% 6.3% 6.7% 5.2%
PAY FIXED/RECEIVE VARIABLE
Notional value.................... $ 86 $ 25 $ 486 $ 74 $ 582 $ 399 $1,652 2007
Weighted average pay rate......... 7.5% -- 6.4% 6.7% 7.0% 6.8% 6.8%
Weighted average receive rate..... 5.6% -- 5.6% 5.7% 6.2% 5.8% 5.9%
PAY VARIABLE/RECEIVE DIFFERENT
VARIABLE
Notional value.................... $ 19 $ 15 $ -- $ 200 $ -- $ 44 $ 278 2007
Weighted average pay rate......... 5.9% 5.7% -- 6.4% -- 12.9% 7.4%
Weighted average receive rate..... 3.7% 5.5% -- 5.0% -- 6.4% 5.2%
Total interest rate swaps......... $ 105 $ 90 $ 651 $ 309 $ 744 $ 777 $2,676 2016
Total weighted average pay rate... 7.2% 5.7% 6.2% 6.4% 6.7% 6.6% 6.5%
Total weighted average receive
rate............................ 5.2% 3.8% 4.4% 5.4% 6.2% 6.3% 5.6%
</TABLE>

In addition, interest rate sensitivity related to certain Company insurance
liabilities was altered primarily through interest rate swap agreements. The
notional amount of the liability agreements in which the Company generally pays
one variable rate in exchange for another was approximately $2,500 at December
31, 1995 and 1996. As of December 31, 1996, the weighted average pay rate was
5.6% and the weighted average receive rate was 6.5%. These agreements mature at
various times through 2001.

F-19
<PAGE> 155

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

A reconciliation between notional amounts at December 31, 1995 and 1996 by
derivative type and strategy is as follows:

<TABLE>
<CAPTION>
BY DERIVATIVE TYPE
-----------------------------------------------
12/31/95 12/31/96
NOTIONAL MATURITIES/ NOTIONAL
AMOUNT ADDITIONS TERMINATIONS AMOUNT
--------- --------- ------------ --------
<S> <C> <C> <C> <C>
Caps............................................... $ 2,284 $ 1,293 $ 1,715 $ 1,862
Floors............................................. 2,380 2,184 1,165 3,399
Options............................................ -- 10 -- 10
Swaps/Forwards..................................... 3,821 4,292 2,844 5,269
Futures............................................ 1,142 3,776 4,581 337
------ ------- ------- -------
TOTAL.................................... $ 9,627 $ 11,555 $ 10,305 $ 10,877
====== ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
BY STRATEGY
-----------------------------------------------
12/31/95 12/31/96
NOTIONAL MATURITIES/ NOTIONAL
AMOUNT ADDITIONS TERMINATIONS AMOUNT
--------- --------- ------------ --------
<S> <C> <C> <C> <C>
Liability.......................................... $ 1,708 $ 2,057 $ 1,137 $ 2,628
Anticipatory....................................... 718 2,117 2,443 392
Asset.............................................. 3,037 1,572 2,229 2,380
Portfolio.......................................... 4,164 5,809 4,496 5,477
------ ------- ------- -------
TOTAL.................................... $ 9,627 $ 11,555 $ 10,305 $ 10,877
====== ======= ======= =======
</TABLE>

FAIR VALUE OF FINANCIAL INSTRUMENTS

<TABLE>
<CAPTION>
AS OF AS OF
DECEMBER 31, 1995 DECEMBER 31, 1996
------------------- -------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ------- -------- -------
<S> <C> <C> <C> <C>
ASSETS
Fixed maturities.................................... $ 16,139 $16,139 $ 15,711 $15,711
Equity securities................................... 63 63 119 119
Policy loans........................................ 3,380 3,380 3,839 3,839
Mortgage loans...................................... 271 271 2 2
Investments in partnerships and trust............... 180 194 66 68
Other............................................... 39 39 93 119
LIABILITIES
Other policy benefits............................... $ 12,727 $12,767 $ 11,707 $11,469
Allocated Advances.................................. 732 732 893 893
</TABLE>

The following methods and assumptions were used to estimate the fair value
of each class of financial instrument: fair value for fixed maturities and
equity securities approximate those quotations published by applicable stock
exchanges or received from other reliable sources; policy and mortgage loan
carrying amounts approximate fair value; investments in partnerships and trusts
are based on external market valuations from partnership and trust managements;
fair value of derivative instruments, including swaps, caps, floors, futures,
and forward commitments, is determined by using a pricing model which is
validated through quarterly comparison to dealer quoted

F-20
<PAGE> 156

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

market prices; and other policy benefits payable for investment type contracts
are determined by estimating future cash flows discounted at the yearend market
rate.

5. INCOME TAX

The Company and The Hartford have entered into a tax sharing agreement
under which each member in the consolidated U.S. federal income tax return will
make payments between them such that, with respect to any period, the amount of
taxes to be paid by the Company, subject to certain adjustments, generally will
be determined as though the Company were to file separate federal, state and
local income tax returns.

As long as The Hartford continues to beneficially own, directly or
indirectly, at least 80% of the combined voting power and 80% of the value of
the outstanding capital stock of the Company, the Company will be included for
federal income tax purposes in the consolidated group of which The Hartford is
the common parent. It is the current intention of The Hartford and its
subsidiaries to continue to file a single consolidated federal income tax
return. The Company will continue to remit (receive from) The Hartford a current
income tax provision (benefit) computed in accordance with such tax sharing
agreement. The Company's effective tax rate was 32%, 34% and 23% in 1994, 1995
and 1996, respectively.

Income tax expense was as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
-----------------------
1994 1995 1996
----- ----- -----
<S> <C> <C> <C>
Current......................................................... $ 202 $ 213 $ 134
Deferred........................................................ (130) (137) (127)
----- ----- -----
TOTAL................................................. $ 72 $ 76 $ 7
===== ===== =====
</TABLE>

A reconciliation of the tax provision at the U.S. federal statutory rate to
the provision for income taxes is as follows:

<TABLE>
<CAPTION>
FOR THE YEAR
ENDED
DECEMBER 31,
-----------------
1994 1995 1996
--- --- ---
<S> <C> <C> <C>
Tax provision at U.S. statutory rate................................... $78 $79 $11
Tax-exempt income...................................................... (4) (3) (2)
Foreign tax credit..................................................... -- (4) --
Other.................................................................. (2) 4 (2)
---- ---- ----
TOTAL........................................................ $72 $76 $ 7
==== ==== ====
</TABLE>

Income taxes paid were $257, $173, and $166 in 1994, 1995 and 1996,
respectively. The current tax refund due from The Hartford was $16 and $59 as of
December 31, 1995 and 1996, respectively.

F-21
<PAGE> 157

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

Deferred tax assets (liabilities) included the following:

<TABLE>
<CAPTION>
AS OF DECEMBER
31,
-----------------
1995 1996
---- ----
<S> <C> <C>
Tax return deferred acquisition costs............................... $405 $524
Financial statement deferred acquisition costs and reserves......... 181 (260)
Employee benefits................................................... 13 15
Unrealized loss (gain) on investments............................... 24 (16)
Investments and other............................................... (180) 280
---- ----
TOTAL..................................................... $443 $543
==== ====
</TABLE>

Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax
Act of 1959 permitted the deferral from taxation of a portion of statutory
income under certain circumstances. In such circumstances, the deferred income
was accumulated in a "Policyholders' Surplus Account" and will be taxable in the
future only under conditions which management considers to be remote; therefore,
no federal income taxes have been provided on this deferred income. The balance
for tax return purposes of the Policyholders' Surplus Account as of December 31,
1996 was $37.

6. REINSURANCE

The Company cedes insurance to non-affiliated insurers in order to limit
its maximum loss. Such transfer does not relieve the Company of its primary
liability. The Company also assumes insurance from other insurers. Group life
and accident and health insurance business is reinsured to unaffiliated
companies.

Insurance net retained premiums were comprised of the following:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
--------------------------
1994 1995 1996
------ ------ ------
<S> <C> <C> <C>
Gross premiums................................................ $1,989 $2,348 $3,077
Insurance assumed............................................. 334 608 405
Insurance ceded............................................... (184) (313) (413)
------ ------ ------
TOTAL............................................... $2,139 $2,643 $3,069
====== ====== ======
</TABLE>

Reinsurance recoveries, which reduced death and other benefits, for the
years ended December 31, 1994, 1995 and 1996 approximated $113, $162 and $239,
respectively.

Also in December 1994, the Company ceded to a third party approximately
$1,000 in individual variable annuities on a modified coinsurance basis. In
December 1995, the Company ceded approximately $1,200 in individual variable
annuities on a modified coinsurance basis to a third party. The Company, and
thereby the coinsurer, does not retain the investment risk with respect to its
variable annuity contracts. The policyholder elects the investment options and
all investment gains and losses are then credited to the policyholder's account.
In addition, the liability structure of the variable annuity contracts does not
contain significant actuarial risk of mortality or morbidity. These transactions
did not have a material impact on consolidated net income.

In May 1994, the Company assumed the life insurance policies and the
individual annuities of Pacific Standard with reserves and account values of
approximately $434. The Company received cash and investment-grade assets to
support the life insurance and individual annuity contract obligations assumed.

F-22
<PAGE> 158

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

7. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

The Company's employees are included in Hartford Fire's noncontributory
defined benefit pension plans. These plans provide pension benefits that are
based on years of service and the employee's compensation during the last ten
years of employment. The Company's funding policy is to contribute annually an
amount between the minimum funding requirements set forth in the Employee
Retirement Income Security Act of 1974, as amended, and the maximum amount that
can be deducted for federal income tax purposes. Generally, pension costs are
funded through the purchase of the Company's group pension contracts. The cost
to the Company was approximately $7, $6 and $7 in 1994, 1995 and 1996,
respectively.

The Company also provides, through Hartford Fire, certain health care and
life insurance benefits for eligible retired employees. A substantial portion of
the Company's employees may become eligible for these benefits upon retirement.
The Company's contribution for health care benefits will depend on the retiree's
date of retirement and years of service. In addition, the plan has a defined
dollar cap which limits average Company contributions. The Company has prefunded
a portion of the health care and life insurance obligations through trust funds
where such prefunding can be accomplished on a tax effective basis.
Postretirement health care and life insurance benefits expense, allocated by The
Hartford, was immaterial to the results of operations for 1994, 1995 and 1996,
respectively.

The assumed rate of future increases in the per capita cost of health care
(the health care trend rate) was 9.3% for 1996, decreasing ratably to 6.0% in
the year 2001. Increasing the health care trend rates by one percent per year
would have an immaterial impact on the accumulated postretirement benefit
obligation and the annual expense. To the extent that the actual experience
differs from the inherent assumptions, the effect will be amortized over the
average future service of the covered employees.

8. ALLOCATED ADVANCES FROM PARENT

For financial reporting purposes, the Company has treated certain amounts
previously allocated by The Hartford to the Company's life insurance
subsidiaries as Allocated Advances from parent. Such Allocated Advances were not
treated as liabilities or indebtedness for tax and statutory accounting
purposes. Cash received in respect of Allocated Advances was used to support the
growth of the life insurance subsidiaries and was treated as surplus for
statutory accounting purposes. Interest expense represents the expense
internally allocated to the Company with respect to the Allocated Advances based
on The Hartford's actual (third party) external borrowing costs. Interest
expense paid was treated as dividends for tax and statutory accounting purposes.
The weighted average interest rate paid by the Company was 6.5%, 6.8%, and 7.1%
in 1994, 1995 and 1996, respectively.

9. BUSINESS SEGMENT INFORMATION

The Company sells financial products such as fixed and variable annuities,
retirement plan services, and life and disability insurance on both an
individual and a group basis. The Company divides its businesses into four
segments: Annuity, Individual Life Insurance, Employee Benefits and Guaranteed
Investment Contracts. In addition, the Company also maintains a Corporate
Operation. The Annuity segment offers individual variable annuities and fixed
market value adjusted annuities, deferred compensation and retirement plan
services, mutual funds, investment management services and other financial
products. The Individual Life Insurance segment sells a variety of individual
life insurance products, including variable life, universal life and
interest-sensitive whole life policies.

F-23
<PAGE> 159

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

The Employee Benefits segment sells group insurance products, including group
life and group disability insurance and corporate-owned life insurance, and
engages in certain international operations. The Guaranteed Investment Contracts
segment sells a limited amount of guaranteed investment contracts and contains
Closed Book GRC. Through its Corporate Operation, the Company reports items that
are not directly allocable to any of its business segments. Included in the
Corporate Operation are: (i) unallocated income and expense, (ii) the Company's
group medical business, which it exited in 1993, and (iii) certain other items
not directly allocable to any segment. Net realized capital gains and losses are
recognized in the period of realization, but are allocated to the segments
utilizing durations of the segment portfolios.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
1994 1995 1996
------- ------- -------
<S> <C> <C> <C>
REVENUES
Annuity............................................. $ 594 $ 720 $ 973
Individual Life Insurance........................... 391 408 472
Employee Benefits................................... 1,986 2,515 2,833
Guaranteed Investment Contracts..................... 481 378 34
Corporate Operation................................. 91 69 72
------- ------- -------
TOTAL REVENUES................................. $ 3,543 $ 4,090 $ 4,384
======= ======= =======
INCOME BEFORE INCOME TAX EXPENSE
Annuity............................................. $ 129 $ 168 $ 224
Individual Life Insurance........................... 40 58 68
Employee Benefits................................... 81 101 115
Guaranteed Investment Contracts..................... 2 (103) (346)
Corporate Operation................................. (29) 2 (30)
------- ------- -------
INCOME BEFORE INCOME TAX EXPENSE............... $ 223 $ 226 $ 31
======= ======= =======
ASSETS
Annuity............................................. $29,837 $39,673 $52,967
Individual Life Insurance........................... 2,808 3,173 3,968
Employee Benefits................................... 9,346 15,137 16,297
Guaranteed Investment Contracts..................... 7,337 6,069 4,533
Corporate Operation................................. 955 1,910 2,168
------- ------- -------
TOTAL ASSETS................................... $50,283 $65,962 $79,933
======= ======= =======
</TABLE>

10. STATUTORY NET INCOME AND SURPLUS

A significant percentage of the consolidated statutory surplus is
permanently reinvested or is subject to various state regulatory restrictions
which limit the payment of dividends without prior approval. The total amount of
statutory dividends which may be paid by the insurance subsidiaries of the
Company in 1997, without prior approval, is estimated to be $132. Statutory net
income and surplus as of and for the years ended December 31 were:

<TABLE>
<CAPTION>
1994 1995 1996
------ ------ ------
<S> <C> <C> <C>
Statutory net income................................... $ 74 $ 113 $ 171
====== ====== ======
Statutory surplus...................................... $1,088 $1,224 $1,320
====== ====== ======
</TABLE>

The insurance subsidiaries of the Company prepare their statutory financial
statements in accordance with accounting practices prescribed by the State of
Connecticut Insurance Department and the State of New Jersey Insurance
Department. Prescribed statutory accounting practices

F-24
<PAGE> 160

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

include publications of the National Association of Insurance Commissioners, as
well as state laws, regulations, and general administrative rules.

11. SEPARATE ACCOUNTS

The Company maintained separate account assets and liabilities totaling
$36,296 and $49,770 at December 31, 1995 and 1996, respectively, which are
reported at fair value. Separate account assets are segregated from other
investments, and investment income and gains and losses accrue directly to the
policyholder. Separate accounts reflect two categories of risk assumption: non-
guaranteed separate accounts of approximately $25,900 and $39,400 at December
31, 1995 and 1996, respectively, wherein the policyholder assumes the investment
risk, and guaranteed separate account assets of approximately $10,400 at
December 31, 1995 and 1996, wherein the Company contractually guarantees either
a minimum return or account value to the policyholder. Included in the
non-guaranteed category are policy loans of approximately $1,700 and $2,000 at
December 31, 1995 and 1996, respectively. Investment income (including
investment gains and losses) and interest credited to policyholders on separate
account assets are not reflected in the Consolidated Statements of Income.
Separate account management fees, net of minimum guarantees, were $256, $387 and
$538 in 1994, 1995 and 1996, respectively.

The guaranteed separate accounts include modified guaranteed individual
annuity and modified guaranteed life insurance. The average credited interest
rate on these contracts was 6.53% at December 31, 1996. The assets that support
these liabilities were comprised of approximately $10,200 in fixed maturities at
December 31, 1996. The portfolios are segregated from other investments and are
managed so as to minimize liquidity and interest rate risk. In order to minimize
the risk of disintermediation associated with early withdrawals, individual
annuity and modified guaranteed life insurance contracts carry a graded
surrender charge as well as a market value adjustment. Additional investment
risk is hedged using a variety of derivatives of approximately $100 in carrying
value and $2,400 in notional amounts at December 31, 1996.

12. CLAIM RESERVES

The following table displays the development of the claim reserves
(included in future policy benefits on the Consolidated Balance Sheets)
resulting primarily from group disability products as of December 31, 1995 and
1996:

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------
1995 1996
------ ------
<S> <C> <C>
CLAIM RESERVES, JANUARY 1...................................... $1,115 $1,254
------ ------
Less: Reinsurance recoverable, January 1....................... 38 35
------ ------
Incurred expenses related to:
Current year................................................. 632 799
Prior year................................................... (28) (66)
------ ------
Total incurred............................................ 604 733
------ ------
Paid expenses related to:
Current year................................................. 227 236
Prior year................................................... 235 273
------ ------
Total paid................................................ 462 509
------ ------
Add: Reinsurance recoverable, December 31...................... 35 53
------ ------
CLAIM RESERVES, DECEMBER 31.................................... $1,254 $1,496
====== ======
</TABLE>

F-25
<PAGE> 161

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

13. COMMITMENTS AND CONTINGENCIES

Under insurance guaranty fund laws existing in each state, the District of
Columbia and Puerto Rico, insurers licensed to do business can be assessed by
state insurance guaranty associations for certain obligations of insolvent
insurance companies to policyholders and claimants. Recent regulatory actions
against certain large life insurers encountering financial difficulty have
prompted various state insurance guaranty associations to begin assessing life
insurance companies for the deemed losses. Most of these laws do provide,
however, that an assessment may be excused or deferred if it would threaten an
insurer's solvency and further provide annual limits on such assessments. A
large part of the assessments paid by the Company's insurance subsidiaries
pursuant to these laws may be used as credits for a portion of the Company's
insurance subsidiaries' premium taxes. The Company paid guaranty fund
assessments of approximately $11, $13 and $12 in 1994, 1995 and 1996,
respectively, of which $5, $7 and $6 were estimated to be creditable against
premium taxes.

The rent paid to Hartford Fire for the space occupied by the Company was
$11 in 1994, 1995, and 1996. The Company expects to pay annual rent of $12 in
each of 1997, 1998, and 1999, $21 in each of 2000 and 2001, and $175 thereafter
over the remaining term of the sublease, which expires on December 31, 2009.
Rental expense is recognized on a level basis over the term of the sublease and
amounted to approximately $14 in 1994, 1995 and 1996.

14. QUARTERLY RESULTS FOR 1996 AND 1995 (UNAUDITED)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
----------------------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
--------------- ----------- -------------- ---------------
1996 1995 1996 1995 1996 1995 1996 1995
------ ------ ---- ---- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues......................... $1,303 $1,065 $987 $896 $ 817 $1,062 $1,277 $1,067
Benefits, claims, and expenses... 1,264 1,030 944 857 931 1,025 1,221 1,028
------ ------ ---- ---- ----- ------ ------ ------
Net income....................... $ 39 $ 35 $ 43 $ 39 $(114) $ 37 $ 56 $ 39
====== ====== ===== ===== ====== ====== ====== ======
</TABLE>

15. SUBSEQUENT EVENTS

On February 10, 1997, the Company filed a Registration Statement with the
Securities and Exchange Commission relating to the U.S. and international
offerings of shares of Class A Common Stock (the "Equity Offerings")
representing up to 20% ownership of the Company. After completion of the Equity
Offerings, The Hartford would own all of the shares of Class B Common Stock
(after reclassification of the Company's common stock into Class B Common
Stock). The Company intends to use the estimated net proceeds of the Equity
Offerings to make a capital contribution to its insurance subsidiaries, to
reduce its third-party indebtedness and for other general corporate purposes.

The Hartford has advised the Company that its current intent is to continue
to beneficially own at least 80% of the Company, but it is under no contractual
obligation to do so, except for a limited period. Provided that The Hartford
continues to beneficially own at least 80% of the combined voting power or the
value of the outstanding capital stock of the Company, the Company will be
included for federal income tax purposes in the controlled group of which The
Hartford is the common parent.

F-26
<PAGE> 162

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

Each member of a controlled group is jointly and severally liable for pension
funding and pension termination liabilities of each other member of the
controlled group, as well as certain benefit plan taxes. Accordingly, the
Company could be liable for pension funding, pension termination liabilities and
certain other pension-related excise taxes as well as other taxes of another
member of The Hartford controlled group in the event any such liability is
incurred, and not discharged, by such other member.

In connection with the proposed Equity Offerings, the Company plans to
enter into formal agreements, including a master intercompany agreement,
investment management agreements and a new tax sharing agreement, with The
Hartford covering such matters as corporate services, approval of certain
corporate activities, registration rights, owned and leased space, allocation of
expenses, taxes and liabilities, investment advisory services, use of trademarks
and certain other corporate matters. As part of the master intercompany
agreement, the Company would agree to remit to The Hartford 30% of any shared
liabilities for which The Hartford is responsible in respect of the ITT
Spin-Off, 30% of any taxes which may be assessed to The Hartford relating to the
ITT Spin-Off and will indemnify The Hartford for certain other tax liabilities.
As of December 31, 1996, there was no known liability associated with the ITT
Spin-Off. Such agreements are meant to maintain the relationship between the
Company and The Hartford in a manner consistent in all material respects with
past practice. As a result, management believes these agreements should not have
a material impact on the results of operations of the Company.

In addition, under insurance company holding laws, agreements between the
Company's insurance subsidiaries and The Hartford must be fair and reasonable
and may be subject to the approval of applicable insurance commissioners. The
agreements will be intended to maintain the relationship between the Company and
The Hartford in a manner generally consistent with past practices. However, none
of these arrangements will result from arm's-length negotiations and, therefore,
the prices charged to the Company and its subsidiaries for services provided
under these arrangements may be higher or lower than prices that may be charged
by third parties.

On February 10, 1997, the Company entered into a $1,300 unsecured
short-term credit facility with a syndicate of four banks. Interest on
borrowings will be equal to a Eurodollar rate determined by taking the average
one, two, three or six-month rate (based upon the applicable interest period
selected by the Company) at which deposits in U.S. dollars are offered by each
of the four participating lenders in London, England to prime banks in the
London interbank market, plus an applicable margin (based upon the Company's
current public debt ratings). Borrowings must be repaid by February 9, 1998.

F-27
<PAGE> 163

HARTFORD LIFE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE THREE
MONTHS
ENDED MARCH 31,
-------------------
1996 1997
------ ------
<S> <C> <C>
REVENUES
Premiums and other considerations.................................... $ 941 $ 679
Net investment income................................................ 362 375
Net realized capital gains (losses).................................. -- 1
------ ------
TOTAL REVENUES.................................................... 1,303 1,055
------ ------
BENEFITS, CLAIMS AND EXPENSES
Benefits, claims and claim adjustment expenses....................... 651 659
Amortization of deferred policy acquisition costs.................... 66 83
Dividends to policyholders........................................... 286 54
Interest expense..................................................... 11 16
Other insurance expense.............................................. 230 143
------ ------
TOTAL BENEFITS, CLAIMS AND EXPENSES............................... 1,244 955
------ ------
INCOME BEFORE INCOME TAX EXPENSE....................................... 59 100
Income tax expense..................................................... 20 37
------ ------
NET INCOME................................................... $ 39 $ 63
====== ======
Pro forma net income per share......................................... $ 0.51
======
</TABLE>

The accompanying notes to condensed consolidated financial statements

(unaudited) are an integral part of the above statements.

F-28
<PAGE> 164

HARTFORD LIFE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(IN MILLIONS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
-------------------------- -----------
DECEMBER 31, MARCH 31, MARCH 31,
1996 1997 1997
------------ --------- -----------
<S> <C> <C> <C>
ASSETS
Investments:
Fixed maturities, available for sale, at fair value
(amortized cost $15,659 and $15,697)............. $ 15,711 $15,550 $15,550
Equity securities, available for sale, at fair
value............................................ 119 107 107
Policy loans, at outstanding balance................ 3,839 3,757 3,757
Other investments, at cost.......................... 161 179 179
------------ --------- -----------
TOTAL INVESTMENTS................................ 19,830 19,593 19,593
------------ --------- -----------
Cash.................................................. 72 82 82
Premiums and amounts receivable....................... 170 163 163
Reinsurance recoverable............................... 5,839 5,750 5,750
Deferred policy acquisition costs..................... 2,800 2,930 2,930
Deferred income tax................................... 543 584 584
Other assets.......................................... 909 987 987
Separate account assets............................... 49,770 51,413 51,413
------------ --------- -----------
TOTAL ASSETS..................................... $ 79,933 $81,502 $81,502
=========== ======== ==========
LIABILITIES
Future policy benefits................................ $ 4,026 $ 4,227 $ 4,227
Other policyholder funds.............................. 22,213 21,590 21,590
Other liabilities..................................... 1,757 2,164 2,164
Borrowings under line of credit....................... -- 1,084 1,084
Short-term debt due parent............................ -- 100 125
Allocated Advances from parent........................ 893 -- --
Separate account liabilities.......................... 49,770 51,413 51,413
------------ --------- -----------
TOTAL LIABILITIES................................ 78,659 80,578 80,603
------------ --------- -----------
STOCKHOLDER'S EQUITY
Preferred Stock, par value $.01 per share; 50,000,000
shares authorized; no shares issued and
outstanding.........................................
Common Stock, par value $.01 per share, 1,000 shares
authorized; 100 shares issued and outstanding....... -- -- --
Class A Common Stock, par value $.01 per share,
600,000,000 shares authorized; no shares issued and
outstanding.........................................
Class B Common Stock, par value $.01 per share,
600,000,000 shares authorized; 114,000,000 shares
issued and outstanding, pro forma................... 1
Capital surplus....................................... 585 585 584
Net unrealized capital gain (loss) on investments, net
of tax.............................................. 29 (93) (93)
Retained earnings..................................... 660 432 407
------------ --------- -----------
TOTAL STOCKHOLDER'S EQUITY....................... 1,274 924 899
------------ --------- -----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY....... $ 79,933 $81,502 $81,502
=========== ======== ==========
</TABLE>

The accompanying notes to condensed consolidated financial statements

(unaudited) are an integral part of the above statements.

F-29
<PAGE> 165

HARTFORD LIFE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (UNAUDITED)

(IN MILLIONS)

<TABLE>
<CAPTION>
NET
UNREALIZED
CLASS CLASS CAPITAL
A B GAIN(LOSS) ON TOTAL
PREFERRED COMMON COMMON COMMON CAPITAL INVESTMENTS, RETAINED STOCKHOLDER'S
STOCK STOCK STOCK STOCK SURPLUS NET OF TAX EARNINGS EQUITY
--------- ------- ------ ------ ------- -------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1996.... $ -- $ -- $ -- $ -- $ 585 $ 29 $ 660 $ 1,274
Net income.................... -- -- -- -- -- -- 63 63
Dividend declared February 20,
1997........................ -- -- -- -- -- -- (291) (291)
Change in net unrealized
capital gain (loss) on
investments, net of tax..... -- -- -- -- -- (122) -- (122)
----- ----- ----- ----- ----- ----- ----- -----
BALANCE, MARCH 31, 1997....... -- -- -- -- 585 (93) 432 924
Issuance of Class B Common
Stock....................... -- -- -- 1 (1) -- -- --
Dividend declared April 4,
1997........................ -- -- -- -- -- -- (25) (25)
----- ----- ----- ----- ----- ----- ----- -----
PRO FORMA BALANCE MARCH 31,
1997........................ $ -- $ -- $ -- $ 1 $ 584 $ (93) $ 407 $ 899
===== ===== ===== ===== ===== ===== ===== =====
</TABLE>

The accompanying notes to condensed consolidated financial statements

(unaudited) are an integral part of the above statements.

F-30
<PAGE> 166

HARTFORD LIFE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(IN MILLIONS)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
--------------------
1996 1997
------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net income............................................................ $ 39 $ 63
Adjustments to net income:
Depreciation and amortization......................................... 8 7
Net realized capital gains on sale of investments..................... -- (1)
Increase in premiums receivable....................................... 2 8
Increase in other liabilities......................................... 336 389
Change in receivables, payables and accruals.......................... 86 (36)
Increase (decrease) in accrued taxes.................................. 73 (9)
(Decrease) increase in deferred income taxes.......................... (83) 23
Increase in deferred policy acquisition costs......................... (96) (131)
Increase in liability for future policy benefits...................... 76 200
Decrease (increase) in reinsurance recoverable and related assets..... 11 (90)
------- -------
CASH PROVIDED BY OPERATING ACTIVITIES............................ 452 423
------- -------
INVESTING ACTIVITIES
Purchases of fixed maturity investments............................... (1,812) (1,935)
Sales of fixed maturity investments................................... 748 1,177
Maturities and principal paydowns of fixed maturity investments....... 672 764
Purchase of other investments......................................... (489) (45)
Sales of other investments............................................ 179 164
Net sales (purchases) of short-term investments....................... 222 (121)
------- -------
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES................. (480) 4
------- -------
FINANCING ACTIVITIES
Increase in short-term debt........................................... -- 1,084
Decrease in Allocated Advances........................................ -- (893)
Dividends paid........................................................ (19) (191)
Net receipts from (disbursements for) investment and universal
life-type contracts credited to (charged from) policyholder
accounts............................................................ 55 (417)
------- -------
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES................. 36 (417)
------- -------
Net increase in cash.................................................. 8 10
Impact of foreign exchange............................................ -- --
Cash -- beginning of period........................................... 70 72
------- -------
CASH -- END OF PERIOD............................................ $ 78 $ 82
======= =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

CASH PAID DURING THE PERIOD FOR:
Income taxes.......................................................... $ 128 $ 11
Interest.............................................................. $ 11 $ 16

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION
Dividends............................................................. $ -- $ 100
</TABLE>

The accompanying notes to condensed consolidated financial statements

(unaudited) are an integral part of the above statements.

F-31
<PAGE> 167

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN MILLIONS)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Hartford
Life, Inc. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim periods. 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 1
of notes to consolidated financial statements for the year ended December 31,
1996 included elsewhere in this Prospectus.

2. STOCK OFFERING

On February 10, 1997, the Company filed a Registration Statement with the
Securities and Exchange Commission relating to the U.S. and international
offerings of shares of Class A Common Stock (the "Equity Offerings")
representing up to 20% ownership of the Company. After completion of the Equity
Offerings, ITT Hartford Group, Inc. ("The Hartford") would own all of the shares
of Class B Common Stock (after reclassification of the Company's common stock
into Class B Common Stock on April 3, 1997). The Company intends to use the
estimated net proceeds of the Equity Offerings to make a capital contribution to
its insurance subsidiaries, to reduce its third-party indebtedness and for other
general corporate purposes.

3. DEBT

On February 7, 1997, the Company declared a dividend of $1,184 payable to
its direct parent, Hartford Accident and Indemnity Company ("Hartford Accident
and Indemnity"). 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 (5.65% at the inception of the borrowing)
(for a description of the line of credit and the calculation of the applicable
Eurodollar rate, see Note 15 of notes to consolidated financial statements for
the year ended December 31, 1996, included elsewhere in this Prospectus), which,
together with a promissory note in the amount of $100, was paid as a dividend to
Hartford Accident and Indemnity on February 20, 1997. Of the $1,184 dividend,
$893 constituted a repayment of the portion of The Hartford's third-party
indebtedness internally allocated, for financial reporting purposes, to the
Company's life insurance subsidiaries (the "Allocated Advances"). The principal
on this promissory note is due and payable February 19, 1998, together with
interest payable at the two-month Eurodollar rate (determined as described
above) plus 15 basis points (initially 5.60% upon the execution of this
promissory note).

4. PRO FORMA INFORMATION

On April 3, 1997, the Company reclassified the authorized shares of common
stock, par value $.01 per share, of the Company into Class B Common Stock, par
value $.01 per share (the "Class B Common Stock") and authorized the Class A
Common Stock, par value $.01 per share (the "Class A Common Stock") and the
preferred stock, par value $.01 per share (the "Preferred Stock"). Holders of
Class A Common Stock and Class B Common Stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board of Directors, subject to
any preferential dividend rights of any outstanding Preferred Stock, and
generally have identical voting rights and vote together (and not as separate
classes), except that 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. Also, each share of Class B Common Stock is convertible into a share of
Class A

F-32
<PAGE> 168

HARTFORD LIFE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN MILLIONS)

Common Stock at any time at the option of the holder and will automatically
convert into a share of Class A Common Stock (i) upon the transfer of such share
of Class B Common Stock by the holder thereof to a non-affiliate (except where
the shares of Class B Common Stock so transferred represent 50% or more of all
the outstanding shares of Common Stock, calculated without regard to the
difference in voting rights between the classes of Common Stock) or (ii) in the
event that the number of shares of outstanding Class B Common Stock is less than
50% of all the Common Stock then outstanding.

On April 4, 1997, the Company declared and paid a dividend of $25 to
Hartford Accident and Indemnity in the form of a promissory note in such amount.
The principal on this promissory note is due and payable April 3, 1998, together
with the interest payable at the one-month Eurodollar rate (determined as
described above) plus 15 basis points (initially 5.84% upon the execution of
this promissory note).

The pro forma balance sheet and pro forma statement of stockholder's equity
reflect the above transactions as if they had occurred on March 31, 1997.

Pro forma net income per share data is calculated based upon the shares of
Class B Common Stock owned by The Hartford immediately prior to the Equity
Offerings plus an assumed issuance of Class A Common Stock in the Equity
Offerings (the number of shares that, based on the midpoint of the range of the
estimated initial public offering prices and the estimated 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 earnings for the year ended December 31, 1996 and the three months ended
March 31, 1997 and the Allocated Advances).

F-33
<PAGE> 169

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Company has agreed to sell to each of the U.S. Underwriters named below, and
each of such U.S. Underwriters, for whom Goldman, Sachs & Co., Dean Witter
Reynolds Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated and Smith Barney Inc. are acting as representatives,
has severally agreed to purchase from the Company, the respective number of
shares of Class A Common Stock set forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
CLASS A
UNDERWRITER COMMON STOCK
- ------------------------------------------------------------------------------ ------------
<S> <C>
Goldman, Sachs & Co...........................................................
Dean Witter Reynolds Inc......................................................
Merrill Lynch, Pierce, Fenner & Smith Incorporated...............
Morgan Stanley & Co. Incorporated.............................................
Smith Barney Inc..............................................................

-------
Total.................................................................... 18,400,000
=======
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the U.S.
Underwriters are committed to take and pay for all the shares offered hereby, if
any are taken.

The U.S. Underwriters propose to offer the shares of Class A Common Stock
in part directly to the public at the initial public offering price set forth on
the cover page of this Prospectus and in part to certain securities dealers at
such price less a concession of $ per share. The U.S. Underwriters may
allow, and such dealers may reallow, a concession not in excess of $ per
share to certain brokers and dealers. After the shares of Class A Common Stock
are released for sale to the public, the offering price and other selling terms
may from time to time be varied by the representatives.

The Company has entered into an underwriting agreement (the "International
Underwriting Agreement") with the underwriters of the International Offering
(the "International Underwriters") providing for the concurrent offer and sale
of 4,600,000 shares of Class A Common Stock in an international offering outside
the United States. The offering price and aggregate underwriting discounts and
commissions per share for the two offerings are identical. The closing of the
offering made hereby is a condition to the closing of the International
Offering, and vice versa. The representatives of the International Underwriters
are Goldman Sachs International, Dean Witter International Ltd., Merrill Lynch
International, Morgan Stanley & Co. International Limited and Smith Barney Inc.

Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between") relating to the two offerings, each of the
U.S. Underwriters named herein has agreed that, as a part of the distribution of
the shares offered hereby and subject to certain exceptions, it will offer, sell
or deliver the shares of Class A Common Stock, directly or indirectly, only in
the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction (the "United States") and to U.S. persons, which term shall mean,
for purposes of this paragraph: (a) any individual who is a resident of the
United States or (b) any corporation, partnership or other entity organized in
or under the laws of the United States or any political subdivision thereof and
whose office most directly involved with the purchase is located in the United
States. Each of the International

U-1
<PAGE> 170

Underwriters has agreed pursuant to the Agreement Between that, as a part of the
distribution of the shares offered as a part of the International Offering, and
subject to certain exceptions, it will (i) not, directly or indirectly, offer,
sell or deliver shares of Class A Common Stock (a) in the United States or to
any U.S. persons or (b) to any person who it believes intends to reoffer, resell
or deliver the shares in the United States or to any U.S. persons and (ii) cause
any dealer to whom it may sell such shares at any concession to agree to observe
a similar restriction.

Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the International Underwriters of such number of shares of
Class A Common Stock as may be mutually agreed. The price of any shares so sold
shall be the initial public offering price, less an amount not greater than the
selling concession.

The Company has granted the U.S. Underwriters an option exercisable for 30
days after the date of this Prospectus to purchase up to an aggregate of
2,400,000 additional shares of Class A Common Stock solely to cover
over-allotments, if any. If the U.S. Underwriters exercise their over-allotment
option, the U.S. Underwriters have severally agreed, subject to certain
conditions, to purchase approximately the same percentage thereof that the
number of shares to be purchased by each of them, as shown in the foregoing
table, bears to the 23,000,000 shares of Class A Common Stock offered. The
Company has granted the International Underwriters a similar option to purchase
up to an aggregate of 600,000 additional shares of Class A Common Stock.

At the request of the Company, up to 700,000 shares of Class A Common Stock
being offered in the Equity Offerings are being reserved for sale to employees
(other than international employees) of the Company, The Hartford and their
respective affiliates, and the respective directors thereof, at the initial
public offering price. A limited group of individuals purchasing reserved shares
of Class A Common Stock may be required to agree not to sell, offer or otherwise
dispose of any of such shares of Class A Common Stock for a period of up to five
months after the date of this Prospectus.

The Company, The Hartford, certain subsidiaries of The Hartford and certain
executive officers and directors of the Company have agreed, subject to certain
exceptions, that, during the period beginning on the date of this Prospectus and
continuing to and including the date 180 days after the date of this Prospectus,
they will not offer, sell, contract to sell, file a registration statement with
respect to or otherwise dispose of, directly or indirectly, any Common Stock (or
any securities convertible into or exercisable or exchangeable for Common Stock)
or grant any options or warrants to purchase Common Stock, without the prior
written consent of the representatives of the Underwriters, except for the
shares of Class A Common Stock offered in connection with the Equity Offerings.

The representatives of the Underwriters have informed the Company that they
do not expect sales to accounts over which the Underwriters exercise
discretionary authority to exceed 5% of the total number of shares of Class A
Common Stock offered by them.

Prior to the Equity Offerings, there has been no public market for the
shares of Class A Common Stock. The initial public offering price will be
negotiated among the Company and the representatives of the U.S. Underwriters
and the International Underwriters. Among the factors to be considered in
determining the initial public offering price of the Class A Common Stock, in
addition to prevailing market conditions, will be the Company's historical
performance, estimates of the business potential and earnings prospects of the
Company, an assessment of the Company's management and the consideration of the
above factors in relation to market valuation of companies in related
businesses.

U-2
<PAGE> 171

and syndicate short positions created by the Underwriters involve the sale by
the Underwriters of a greater number of shares of Class A Common Stock than they
are required to purchase from the Company in the Equity Offerings. The
Underwriters also may impose a penalty bid, whereby selling concessions allowed
to syndicate members or other broker-dealers in respect of the Class A Common
Stock sold in the Equity Offerings for their account may be reclaimed by the
syndicate if such securities are repurchased by the syndicate in stabilizing or
covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the Class A Common Stock, which may be higher than
the price that might otherwise prevail in the open market; and these activities,
if commenced, may be discontinued at any time. These transactions may be
effected on the NYSE, in the over-the-counter market or otherwise.

The Class A Common Stock has been approved for listing, subject to notice
of issuance, on the NYSE under the trading symbol "HLI". In order to meet one of
the requirements for listing the Class A Common Stock on the NYSE, the
Underwriters will be required to undertake to sell lots of 100 or more shares to
a minimum of 2,000 beneficial holders.

Certain of the Underwriters have provided from time to time, and expect to
provide in the future, investment banking services to The Hartford and/or the
Company and their respective affiliates, for which such Underwriters have
received and will receive customary fees and commissions. In addition, certain
of the Underwriters distribute a number of the Company's products for which they
receive customary compensation. An affiliate of Dean Witter Reynolds Inc.
provides money management services for certain of the Company's products for
which it receives customary compensation.

The Company and the Hartford have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act.

U-3
<PAGE> 172

GLOSSARY OF SELECTED INSURANCE AND OTHER TERMS

The following Glossary includes definitions of certain insurance-related
terms as well as terms relating specifically to the Company and should be read
in conjunction with the terms defined elsewhere in this Prospectus.

ACCOUNT VALUE: The amount of money held in either a general account or
separate account of an insurance company to support policyholder liabilities.

ACCRUAL SECURITIES: A type of CMO the holder of which receives higher
principal amounts of bonds, in lieu of cash, for interest earned until all the
principal amounts of bonds preceding the accrual tranche have been fully repaid.
At such time, this security begins receiving both interest and principal in
cash.

ANNUITANT: A person who receives an income benefit from an annuity for
life or for a specified period.

ABS: Investment-grade securities representing undivided ownership
interests in a pool of financial assets, such as credit card receivables, auto
loans, equipment leases and bank loans.

AVR: Under statutory accounting practices, AVR is a liability on a life
insurance company's statutory financial statements beginning with such company's
statutory financial statements for 1992. AVR establishes statutory reserves for
debt securities, preferred stock, common stock, mortgage loans, equity real
estate and joint ventures and other invested assets. AVR generally captures all
net realized and unrealized capital gains and losses on such assets, other than
those resulting from changes in interest rates. AVR has no effect on financial
statements prepared in conformity with GAAP.

BASIS POINT: The smallest measure used in quoting yields on bills, notes
and bonds. One basis point is .01%, or one one-hundredth of one percent of
yield. Thus, if a bond's yield increases from 8.00% to 8.50%, it would be said
to have risen 50 basis points.

CEDING: The reinsuring of all or a portion of an insurer's risk with
another insurer.

COLI: A fixed premium individual or group life insurance policy owned by a
company or a trust sponsored by a company. The proceeds from such a policy may
be used to help fund general corporate liabilities such as deferred compensation
plans or post-retirement obligations.

CMO: A mortgage-backed obligation secured by the cash flow of a pool of
mortgages. Regular principal and interest payments made by borrowers are
separated into different payment streams, creating several bonds that repay
invested capital at different rates.

CONVEXITY: A measure of the shape of the price/yield curve. Convexity
helps explain the difference between the prices estimated by standard duration
and the actual market prices of a security resulting from a change in
market-required yield.

COST OF INSURANCE: The mortality charges assessed against certain life
insurance policies such as universal life.

CREDITED RATES: Interest rates applied (i.e., credited) to life insurance
policies and annuity contracts, whether contractually guaranteed or currently
declared for a specified period, as outlined in the policy or contract.

DPAC: Deferred policy acquisition costs include commissions and certain
other underwriting, policy issuance and selling expenses which vary with and are
directly related to the production of

G-1
<PAGE> 173

business. These acquisition costs are deferred and later amortized in proportion
to either revenues or gross profits when reported in financial statements
prepared in conformity with GAAP.

DISINTERMEDIATION: The risk to a financial institution of a loss due to
the movement of policyholder funds at book (i.e., without a market value
adjustment) when interest rates are higher than at contract inception.

DURATION: A measure expressed in years of the price sensitivity of a
financial instrument to changes in interest rates.

FIXED MVA ANNUITIES: Fixed rate annuity contracts that guarantee that a
specific sum of money will be paid in the future, either as a lump sum or as
monthly income, to an annuitant. In the event of surrender prior to the
specified period, the MVA feature adjusts the surrender value of the contract
thereby protecting the Company from losses due to higher interest rates at the
time of surrender provided that the Company has appropriately matched its
portfolio of assets and liabilities. The amount of such payments will not
fluctuate due to adverse changes in the Company's investment return, mortality
experience or expenses.

FLOATER: Debt instrument with a variable coupon, paying a rate indexed to
any of a variety of rates, typically short term.

GENERAL ACCOUNT: All assets of an insurer other than those allocated to a
separate account. An insurer's general account consists of the assets held in
the general account of the insurer. The insurer bears the investment risk on the
invested assets of the general account.

GUARANTEED SEPARATE ACCOUNT: Assets held in an insurer's separate account,
where the insurer provides some form of guarantee on the rate credited to the
policy. This guarantee is backed by the general account assets of the insurer.
Assets held in guaranteed separate accounts usually contain a market value
adjustment to protect the insurer against disintermediation risk.

GENERAL INSURANCE EXPENSES: Costs incurred by an insurance company other
than agent commissions, other premium-related expenses and taxes; mainly the
administrative expense of running the company.

IMR: The interest maintenance reserve was adopted by the NAIC in December
1991 to be established under statutory accounting practices as a liability or a
non-admitted asset on a life insurer's statutory financial statements beginning
with the insurer's statutory financial statements for 1992. IMR applies to all
types of fixed income investments (bonds, preferred stocks, MBSs and mortgage
loans). IMR captures the net gains or losses from changes in the overall level
of interest rates which are realized upon the sale of investments and amortizes
these net realized capital gains or losses into income over the remaining life
of each investment sold. IMR has no effect on financial statements prepared in
conformity with GAAP.

IN FORCE: Insurance policies in effect.

INSURANCE GUARANTY FUNDS: Funds created in all fifty states, the District
of Columbia and Puerto Rico by law to cover funding shortfalls in paying claims
of insolvent insurance companies. These funds are maintained by assessments of
insurance companies operating in a particular state in proportion to their
business written in that state.

INTEREST-ONLY SECURITIES: Securities representing only the interest
payments of CMOs or MBS based on an underlying pool of mortgages. The interest
payments are "stripped" from the principal repayment obligation and can
represent the interest from an entire pool of mortgages or can be tranches
within a CMO.

INVERSE FLOATER: Mortgage-backed bond, usually part of a CMO, bearing an
interest rate that moves inversely with a specified index.

G-2
<PAGE> 174

LEVERAGED COLI: A fixed premium life insurance policy owned by a company
or a trust sponsored by a company. This general account policy provides cash
flow flexibility and optimizes certain tax advantages for a company or trust by
allowing it to borrow the policy cash value and receive certain interest
deductions on the policy loans.

MBS: An investment grade security backed by a pool of mortgages or trust
deeds.

MODIFIED GUARANTEED LIFE INSURANCE: Certain blocks of life insurance
policies, which have provisions protecting the Company from disintermediation
risk, assumed by the Company in connection with the rehabilitation of certain
insurance companies.

MORBIDITY: The relative incidence of disability or sickness due to disease
or physical impairment.

MORTALITY: The relative incidence of death.

MVA: The market value adjustment feature in the Company's fixed annuity
products that adjusts the surrender value of a contract in the event of
surrender prior to the end of the contract period to protect the Company against
losses due to higher interest rates at the time of surrender.

NEW ANNUALIZED WEIGHTED PREMIUM: An internal measure the Company developed
to measure new sales on an equivalent basis period-to-period and
product-to-product. For example, the premium for a new single premium life
insurance policy sold is divided by ten.

NON-GUARANTEED SEPARATE ACCOUNT: Assets held in an insurer's separate
account as to which the insurer does not guarantee any minimum return to the
policyholder. Rather, any investment income and net realized capital gains and
losses with respect to these assets accrue directly to the policyholder.

PAC: A CMO security, also known as a planned amortization class security,
which amortizes with a predetermined sinking fund as long as prepayments on the
underlying collateral remain within a broad range of speeds, providing the
holder with an enhanced degree of cash flow certainty.

PERSISTENCY: The rate, expressed as a percentage of the number of policies
remaining in force over the previous year, at which insurance policies or
annuity contracts remain in force.

POLICY: A life or disability or other insurance policy or annuity contract
issued by the Company's insurance subsidiaries.

PREMIUMS: The amount that a policy owner is charged, reflecting the
expectation of profit, loss or risk. The insurance company assumes certain risks
of the insured (e.g., mortality, morbidity) in exchange for a premium payment.
Premiums are calculated utilizing actuarial models and assumptions.

PREMIUM EQUIVALENTS: Claims and administration fees on self-funded
disability business.

PRINCIPAL-ONLY SECURITIES: Securities representing only the principal
repayment obligations of CMOs or MBS based on an underlying pool of mortgages.
The principal repayment obligations are "stripped" from the interest payments
and can represent the principal from an entire pool of mortgages or can be
tranches within a CMO.

REINSURANCE: The practice whereby one party (the reinsurer or assuming
company), in consideration of a premium paid to such party, agrees to indemnify
another party, called the ceding company. Reinsurance provides a primary insurer
with three major benefits: it reduces net liability on individual risks; it
helps to protect against losses; and it provides a primary insurer with
additional underwriting capacity in that the primary insurer can accept larger
risks and can expand the volume of business it writes with lower amounts of
capital.

RESERVES: Liabilities established by insurers that generally represent the
estimated discounted present value of the net cost of claims, payments or
contract liabilities and the related expenses that the insurer will ultimately
be required to pay in respect of insurance or annuities it has written.

SEPARATE ACCOUNTS: Investment accounts maintained by an insurer to which
funds have been allocated for certain policies under provisions of relevant
state insurance law. The investments in

G-3
<PAGE> 175

each separate account are maintained separately from those in other separate
accounts and the general account.

SEQUENTIAL-PAY SECURITIES: Bonds, also known as sequentials, that start to
pay principal when the principal and interest of classes with an earlier
priority have been fully repaid.

SINGLE PREMIUM VARIABLE LIFE INSURANCE: Investment-oriented life insurance
policy structured similarly to variable life insurance, except that a single
premium payment is made at the initiation of the policy rather than fixed
premiums throughout the term of the policy.

STATUTORY ACCOUNTING PRACTICES: Accounting practices prescribed or
permitted by an insurer's domiciliary state insurance regulatory authorities for
purposes of financial reporting to regulators. Statutory accounting practices
emphasize solvency rather than operating results that match revenues and
expenses during an accounting period.

STATUTORY ASSETS: Assets determined in accordance with statutory
accounting principles. This valuation methodology is generally considered very
conservative, but is deemed most appropriate by regulators in evaluating
solvency.

STATUTORY CAPITAL AND SURPLUS: The excess of statutory admitted assets
over statutory liabilities as shown on an insurer's statutory financial
statements.

STATUTORY RESERVE: Amounts established by state insurance law that an
insurer must have available to provide for future obligations with respect to
all policies. Statutory reserves are liabilities on the balance sheet of
financial statements prepared in conformity with statutory accounting practices.

STRUCTURED SETTLEMENT CONTRACTS: Contracts providing for periodic payments
to an injured person for a determinable number of years or for life, typically
in settlement of a claim under a property-casualty insurance policy.

SURRENDER CHARGE: The fee charged to a policy owner when a life insurance
policy or annuity is surrendered for its cash value prior to the end of the
surrender charge period. Such charge is intended to recover all or a portion of
policy acquisition costs and act as a deterrent to early surrender. Surrender
charges typically decrease over a set period of time as a percentage of the
account value in relation to the anticipated amortization of the deferred policy
acquisition costs.

TERM LIFE INSURANCE: Life insurance protection during a certain number of
years but expiring without policy cash value if the insured survives the stated
period.

THIRD-PARTY ADMINISTRATOR: An entity that processes insurance or
self-funded claims for, and/or provides administrative services to, companies or
associations that have purchased insurance coverage, including stop loss
insurance, for a fee.

UNDERWRITING: The process of examining, accepting or rejecting insurance
risks, and classifying those accepted, in order to charge an appropriate premium
for each accepted risk. The underwriter is expected to select business that will
produce an average risk of loss no greater than that anticipated for the class
of business. In the life insurance industry, underwriter may also mean an agent
or other field representative who is referred to as a "field underwriter".

UNIVERSAL LIFE INSURANCE: A form of life insurance where an insurance
account is maintained for each insurance policy. Premiums, net of specified
expenses, are credited to the account, as is interest, generally at a rate
determined from time to time by the insurer. Specific charges are made against
the account for the cost of insurance protection and for the insurer's expenses.
The universal life form allows considerable flexibility as to the amount and
timing of premium payments and for the level of death benefits provided.

VARIABLE ANNUITIES: Annuities in which premium payments are used to
purchase accumulation units. The value of a unit fluctuates in accordance with
the investment experience of a separate account; variable annuity contracts
typically include a general account guaranteed interest investment option. At
the time of the payment of benefits to the annuitant, the annuitant may
generally elect from a number of payment options that provide either fixed or
variable benefit payments.

G-4
<PAGE> 176

VARIABLE COLI: A separate account COLI policy where the benefits payable
upon surrender of the policy or the death of certain of the policyholder's
employees vary to reflect the investment experience of the separate account
supporting such policy.

VARIABLE LIFE INSURANCE: Investment-oriented life insurance policy that
offers fixed premiums and a minimum death benefit and provides a return linked
to an underlying portfolio of securities that may be either in the general or
separate account of the insurer. The portfolio typically is a group of mutual
funds established by the insurer as a separate account, with the policyholder
given investment discretion in choosing among the investment alternatives
provided. In general, the better the total return on the investment portfolio,
the higher the death benefit or account value of the variable life policy.

WHOLE LIFE INSURANCE: Permanent life insurance offering guaranteed death
benefits and guaranteed cash values.

YIELD CURVE: A spectrum of measures that compares the interest rate yields
on securities of the same credit quality but with varying maturities ranging
from the shortest to the longest available.

G-5
<PAGE> 177

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information....................... 2
Prospectus Summary.......................... 3
Risk Factors................................ 14
Company Financing Plan...................... 24
Capitalization.............................. 25
Use of Proceeds............................. 26
Dividend Policy............................. 26
Dilution.................................... 27
Selected Consolidated Financial Data........ 28
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................ 32
Business.................................... 57
Management.................................. 92
Security Ownership of Management............ 114
Certain Relationships and Transactions...... 115
Shares Eligible for Future Sale............. 123
Description of Capital Stock................ 124
Certain Provisions of the Certificate of
Incorporation and By-laws of the Company.. 127
Validity of Class A Common Stock............ 130
Experts..................................... 130
Certain United States Federal Tax
Consequences to Non-United States Holders
of Class A Common Stock................... 131
Index to Consolidated Financial
Statements................................ F-1
Underwriting................................ U-1
Glossary of Selected Insurance and Other
Terms..................................... G-1
</TABLE>

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

THROUGH AND INCLUDING , 1997 (THE 25TH DAY AFTER THE DATE OF THIS
PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THE CLASS A COMMON STOCK,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
=======================================================
=======================================================

23,000,000 SHARES

HARTFORD LIFE, INC.

CLASS A COMMON STOCK
(PAR VALUE $.01 PER SHARE)
------------------

PROSPECTUS
------------------
GOLDMAN, SACHS & CO.
DEAN WITTER REYNOLDS INC.
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED

SMITH BARNEY INC.
REPRESENTATIVES OF THE UNDERWRITERS
=======================================================
<PAGE> 178

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

SUBJECT TO COMPLETION, DATED APRIL 24, 1997

23,000,000 SHARES

HARTFORD LIFE, INC.
CLASS A COMMON STOCK
(PAR VALUE $.01 PER SHARE)
[HARTFORD LOGO]

HARTFORD LIFE

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

Of the 23,000,000 shares of Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"), being offered, 4,600,000 shares are being offered
hereby in an international offering outside the United States and 18,400,000
shares are being offered in a concurrent United States offering. The initial
public offering price and the aggregate underwriting discount per share will be
identical for both Equity Offerings. See "Underwriting".

Hartford Life, Inc. (the "Company") is an indirect wholly owned subsidiary
of ITT Hartford Group, Inc. ("The Hartford") and, upon completion of the Equity
Offerings, The Hartford will beneficially own 100% of the outstanding shares of
Class B Common Stock, which will represent approximately 83.2% of the economic
interest (i.e., the right to participate in distributions in respect of the
common equity) in the Company (81.4% if the Underwriters' over-allotment options
are exercised in full).

Holders of Class A Common Stock generally have rights identical to holders
of Class B Common Stock, except that 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. Following completion of the Equity Offerings, The
Hartford will beneficially own shares of Class B Common Stock representing
approximately 96.1% of the combined voting power of all the Company's classes of
voting stock (95.6% if the Underwriters' over-allotment options are exercised in
full) and will thereby be able, among other things, to direct the election of
all the Company's directors and exercise a controlling influence over the
business and affairs of the Company. See "Risk Factors -- Control by and
Relationship with The Hartford" and "Description of Capital Stock".

Up to 700,000 shares of Class A Common Stock are being reserved for sale to
certain employees of the Company, The Hartford and their respective
subsidiaries, and the respective directors thereof, at the initial public
offering price.

SEE "RISK FACTORS" BEGINNING ON PAGE 14 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE CLASS A COMMON STOCK.

The Class A Common Stock has been approved for listing, subject to notice of
issuance, on the New York Stock Exchange, Inc. under the symbol "HLI".

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------

<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE DISCOUNT(1) COMPANY(2)
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
Per Share........................... $ $ $
Total(3)............................ $ $ $
</TABLE>

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

(1) The Company and The Hartford have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act
of 1933. See "Underwriting".

(2) Before deducting estimated expenses of $5,000,000 payable by the Company.

(3) The Company has granted the International Underwriters an option for 30 days
to purchase up to an additional 600,000 shares of Class A Common Stock at
the initial public offering price per share, less the underwriting discount,
solely to cover over-allotments. Additionally, the Company has granted the
U.S. Underwriters a similar option with respect to an additional 2,400,000
shares as part of the concurrent U.S. Offering. If such options are
exercised in full, the total initial public offering price, underwriting
discount and proceeds to Company will be $ , $ and
$ , respectively. See "Underwriting".

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

The shares of Class A Common Stock offered hereby are offered severally by
the International Underwriters, as specified herein, subject to receipt and
acceptance by them and subject to their right to reject any order in whole or in
part. It is expected that certificates for the shares of Class A Common Stock
will be ready for delivery in New York, New York on or about , 1997,
against payment therefor in immediately available funds.

GOLDMAN SACHS INTERNATIONAL
DEAN WITTER INTERNATIONAL LTD.
MERRILL LYNCH INTERNATIONAL
MORGAN
STANLEY & CO.
INTERNATIONAL

SMITH BARNEY INC.
------------------------

The date of this Prospectus is , 1997.
<PAGE> 179

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

AVAILABLE INFORMATION

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

------------------------
THE COMPANY IS A HOLDING COMPANY WHICH OWNS DIRECTLY OR INDIRECTLY ALL THE
OUTSTANDING SHARES OF CAPITAL STOCK OF CERTAIN INSURANCE COMPANY SUBSIDIARIES
DOMICILED IN CONNECTICUT AND NEW JERSEY. INSURANCE LAWS OF SUCH STATES
APPLICABLE TO THE COMPANY GENERALLY PROVIDE THAT NO PERSON MAY ACQUIRE CONTROL
OF THE COMPANY, AND THUS INDIRECT CONTROL OF THESE INSURANCE COMPANY
SUBSIDIARIES, WITHOUT THE PRIOR APPROVAL OF THE APPROPRIATE INSURANCE
REGULATORS. IN GENERAL, ANY PERSON WHO ACQUIRES BENEFICIAL OWNERSHIP OF 10% OR
MORE OF THE VOTING SECURITIES OF THE COMPANY WOULD BE PRESUMED TO HAVE ACQUIRED
SUCH CONTROL, ALTHOUGH THE APPROPRIATE INSURANCE REGULATORS, UPON APPLICATION,
MAY DETERMINE OTHERWISE.
------------------------

------------------------
This Prospectus does not constitute an offer to sell or the solicitation of
an offer to buy the shares of Class A Common Stock in any jurisdiction in which
such offer or solicitation is unlawful. There are restrictions on the offer and
sale of the shares of Class A Common Stock in the United Kingdom. All applicable
provisions of the Financial Services Act 1986 and the Public Offers of
Securities Regulations 1995 with respect to anything done by any person in
relation to the shares of Class A Common Stock, in, from or otherwise involving
the United Kingdom must be complied with. See "Underwriting".

In this Prospectus, references to "dollars", "U.S. $" and "$" are to United
States dollars.
<PAGE> 180

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Company has agreed to sell to each of the International Underwriters named
below, and each of such International Underwriters, for whom Goldman Sachs
International, Dean Witter International Ltd., Merrill Lynch International,
Morgan Stanley & Co. International Limited and Smith Barney Inc. are acting as
representatives, has severally agreed to purchase from the Company, the
respective number of shares of Class A Common Stock set forth opposite its name
below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
CLASS A
UNDERWRITER COMMON STOCK
-------------------------------------------------------------------- ------------
<S> <C>
Goldman Sachs International.........................................
Dean Witter International Ltd.......................................
Merrill Lynch International.........................................
Morgan Stanley & Co. International Limited..........................
Smith Barney Inc....................................................

---------
Total..................................................... 4,600,000
=========
</TABLE>

Under the terms and subject to the conditions of the Underwriting
Agreement, the International Underwriters are committed to take and pay for all
the shares offered hereby, if any are taken.

The International Underwriters propose to offer the shares of Class A
Common Stock in part directly to the public at the initial public offering price
set forth on the cover page of this Prospectus and in part to certain securities
dealers at such price less a concession of $ per share. The International
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $ per share to certain brokers and dealers. After the shares of Class A
Common Stock are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the representatives.

The Company has entered into an underwriting agreement (the "U.S.
Underwriting Agreement") with the underwriters of the U.S. Offering (the "U.S.
Underwriters") providing for the concurrent offer and sale of 18,400,000 shares
of Class A Common Stock in a U.S. offering in the United States. The offering
price and aggregate underwriting discounts and commissions per share for the two
offerings are identical. The closing of the offering made hereby is a condition
to the closing of the U.S. Offering, and vice versa. The representatives of the
U.S. Underwriters are Goldman, Sachs & Co., Dean Witter Reynolds Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated
and Smith Barney Inc.

Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between") relating to the two offerings, each of the
U.S. Underwriters has agreed that, as a part of the distribution of the shares
offered hereby and subject to certain exceptions, it will offer, sell or deliver
the shares of Class A Common Stock, directly or indirectly, only in the United
States of America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction (the
"United States") and to U.S. persons, which term shall mean, for purposes of
this paragraph: (a) any individual who is a resident of the United States or (b)
any corporation, partnership or other entity organized in or under the laws of
the United

U-1
<PAGE> 181

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

States or any political subdivision thereof and whose office most directly
involved with the purchase is located in the United States. Each of the
International Underwriters named herein has agreed pursuant to the Agreement
Between that, as a part of the distribution of the shares offered as a part of
the International Offering, and subject to certain exceptions, it will (i) not,
directly or indirectly, offer, sell or deliver shares of Class A Common Stock
(a) in the United States or to any U.S. persons or (b) to any person who it
believes intends to reoffer, resell or deliver the shares in the United States
or to any U.S. persons and (ii) cause any dealer to whom it may sell such shares
at any concession to agree to observe a similar restriction.

The Company has granted the International Underwriters an option
exercisable for 30 days after the date of this Prospectus to purchase up to an
aggregate of 600,000 additional shares of Class A Common Stock solely to cover
over-allotments, if any. If the International Underwriters exercise their
over-allotment option, the International Underwriters have severally agreed,
subject to certain conditions, to purchase approximately the same percentage
thereof that the number of shares to be purchased by each of them, as shown in
the foregoing table, bears to the 4,600,000 shares of Class A Common Stock
offered. The Company has granted the U.S. Underwriters a similar option to
purchase up to an aggregate of 2,400,000 additional shares of Class A Common
Stock.

The Company, The Hartford, certain subsidiaries of The Hartford and certain
executive officers and directors of the Company have agreed, subject to certain
exceptions that, during the period beginning from the date of this Prospectus
and continuing to and including the date 180 days after the date of this
Prospectus, they will not offer, sell, contract to sell, file a registration
statement with respect to or otherwise dispose of, directly or indirectly, any
Common Stock (or any securities convertible into or exercisable or exchangeable
for Common Stock) or grant any options or warrants to purchase Common Stock,
without the prior written consent of the representatives of the Underwriters,
except for the shares of Class A Common Stock offered in connection with the
Equity Offerings.

Each International Underwriter has also agreed that (a) it has not offered
or sold and, prior to the date six months after the date of issue of the shares
of Class A Common Stock, will not offer or sell any shares of Class A Common
Stock to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995, (b) it has complied, and will comply
with, all applicable provisions of the Financial Services Act of 1986 of Great
Britain with respect to anything done by it in relation to the shares of Class A
Common Stock in, from or otherwise involving the United Kingdom and (c) it has
only issued or passed on and will only issue or pass on in the United Kingdom
any document received by it in connection with the issuance of the shares of
Class A Common Stock to a person who is a kind described in Article 11(3) of the
Financial

U-2
<PAGE> 182

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 of Great
Britain or is a person to whom the document may otherwise lawfully be issued or
passed on.

Buyers of shares of Class A Common Stock offered hereby may be required to
pay stamp taxes and other charges in accordance with the laws and practices of
the country of purchase in addition to the initial public offering price.

In connection with the Equity Offerings, the Underwriters may purchase and
sell the Class A Common Stock in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover syndicate
short positions created by the Underwriters in connection with the Equity
Offerings. Stabilizing transactions consist of certain bids or purchases for the
purpose of preventing or retarding a decline in the market price of the Class A
Common Stock; and syndicate short positions created by the Underwriters involve
the sale by the Underwriters of a greater number of shares of Class A Common
Stock than they are required to purchase from the Company in the Equity
Offerings. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker-dealers in respect of
the Class A Common Stock sold in the Equity Offerings for their account may be
reclaimed by the syndicate if such securities are repurchased by the syndicate
in stabilizing or covering transactions. These activities may stabilize,
maintain or otherwise affect the market price of the Class A Common Stock which
may be higher than the price that might otherwise prevail in the open market;
and these activities, if commenced, may be discontinued at any time. These
transactions may be effected on the NYSE, in the over-the-counter market or
otherwise.

Certain of the Underwriters have provided from time to time, and expect to
provide in the future, investment banking services to The Hartford and/or the
Company and their respective affiliates, for which such Underwriters have
received and will receive customary fees and commissions. In addition, certain
of the Underwriters distribute a number of the Company's products for which they
receive customary compensation. An affiliate of Dean Witter International Ltd.
provides money management services for certain of the Company's products for
which it receives customary compensation.

The Company and The Hartford have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act.

U-3
<PAGE> 183

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

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

TABLE OF CONTENTS

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

THROUGH AND INCLUDING , 1997 (THE 25TH DAY AFTER THE DATE OF THIS
INTERNATIONAL PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THE CLASS A
COMMON STOCK IN THE UNITED STATES, WHETHER OR NOT PARTICIPATING IN THE
DISTRIBUTION, MAY BE REQUIRED TO DELIVER THE U.S. PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
=======================================================
=======================================================

23,000,000 SHARES

HARTFORD LIFE, INC.

CLASS A COMMON STOCK
(PAR VALUE $.01 PER SHARE)
------------------

PROSPECTUS
------------------
GOLDMAN SACHS INTERNATIONAL
DEAN WITTER INTERNATIONAL LTD.
MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY & CO.
INTERNATIONAL
SMITH BARNEY INC.

REPRESENTATIVES OF THE UNDERWRITERS
=======================================================
<PAGE> 184

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth all the expenses in connection with the
issuance and distribution of the Class A Common Stock being registered, other
than underwriting discounts and commissions which will be paid solely by the
Company. All the amounts shown are estimates, except the Commission registration
fee and NASD filing fee.

<TABLE>
<S> <C>
Commission Registration Fee............................................. $ 212,728
NASD Filing Fee......................................................... 30,500
NYSE Listing Fee........................................................ 500,000
Blue Sky Fees and Expenses.............................................. 35,000
Accounting Fees and Expenses............................................ 500,000
Legal Fees and Expenses................................................. 1,000,000
Printing Expenses....................................................... 800,000
Transfer Agent's Fees................................................... 350,000
Miscellaneous........................................................... $ 1,571,772
-----------
TOTAL......................................................... $ 5,000,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that any such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such officer or director acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. A Delaware corporation may indemnify officers and
directors against expenses (including attorneys' fees) in connection with the
defense or settlement of an action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him or her against the expenses (including attorneys' fees) which such
officer or director actually and reasonably incurred. The foregoing description
is qualified in its entirety by reference to the more detailed provisions of
Section 145 of the DGCL.

Article 4 of the Company's Restated By-laws provides in terms similar to
those of Section 145 of the DGCL that the Company shall have the power and shall
be required to indemnify its officers and directors in accordance with such law.

As permitted by Section 102(b)(7) of the DGCL, Article Eleventh of the
Company's Restated Certificate of Incorporation states that:

II-1
<PAGE> 185

loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of
the State of Delaware or (iv) for any transaction from which the director
derived an improper personal benefit. Any repeal or modification of this
ARTICLE ELEVENTH by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at
the time of such repeal or modification with respect to acts or omissions
occurring prior to such repeal or modification.

The forms of Underwriting Agreements and the form of Master Intercompany
Agreement, filed as Exhibits 1.1, 1.2 and 10.1, respectively, to this
Registration Statement, provide for indemnification of the Registrant and
certain controlling persons under certain circumstances against certain
liabilities, including liabilities under the Securities Act of 1933.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

On December 16, 1996, the Registrant issued 100 shares of Common Stock, par
value $.01 per share, to Hartford Accident and Indemnity Company in exchange for
all the outstanding shares of common stock of Hartford Life and Accident
Insurance Company and $1 in cash. Such issuance did not involve an underwriter,
and no discount or commission was paid in connection therewith. Exemption from
registration is provided under Section 4(2) of the Securities Act of 1933,
regarding transactions by an issuer not involving any public offering.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement (U.S. Version).
1.2 Form of Underwriting Agreement (International Version).
3.1 Form of Restated Certificate of Incorporation of Hartford Life, Inc.
3.2 Form of By-laws of Hartford Life, Inc.
4.1 Specimen Certificate of Class A Common Stock of Hartford Life, Inc.
5.1 Opinion of Cravath, Swaine & Moore as to the legality of the securities being
registered.
10.1 Form of Master Intercompany Agreement between Hartford Life, Inc., ITT Hartford
Group, Inc. and, with respect to Articles VI and XII, Hartford Fire Insurance
Company.
10.2 Form of Tax Sharing Agreement between ITT Hartford Group, Inc. and its
subsidiaries, including Hartford Life, Inc.
10.3 Form of Management Agreement between Hartford Life Insurance Company and The
Hartford Investment Management Company.
10.4 Form of Management Agreement between Hartford Life Insurance Company, Hartford
Accident and Indemnity Company and The Hartford Investment Management Company.
10.5 Form of Management Agreement between certain subsidiaries of the Company and
Hartford Investment Services, Inc.
10.6 Form of Management Agreement between certain subsidiaries of the Company and
Hartford Investment Services, Inc.
10.7 Form of Sublease Agreement between Hartford Fire Insurance Company and Hartford
Life, Inc.
10.8 Credit Agreement dated as of February 10, 1997, among Hartford Life, Inc., the
initial lenders named therein and Citibank, N.A.
10.9 Promissory Note dated February 20, 1997, executed by Hartford Life, Inc. for the
benefit of Hartford Accident and Indemnity Company.
10.10 Employment Agreement for Lowndes A. Smith.
10.11 Form of 1997 Hartford Life, Inc. Incentive Stock Plan.
10.12 Form of 1997 Hartford Life, Inc. Deferred Restricted Stock Unit Plan.
10.13 Form of 1997 Hartford Life, Inc. Employee Stock Purchase Plan.
</TABLE>

II-2
<PAGE> 186

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------
<C> <S>
10.14 Form of 1997 Hartford Life, Inc. Restricted Stock Plan for Non-Employee
Directors.
10.15 Trade Name and Service Mark License Agreement effective as of November 1, 1995,
between ITT Corporation and ITT Hartford Group, Inc.
10.16 Promissory Note dated April 4, 1997, executed by Hartford Life, Inc. for the
benefit of Hartford Accident and Indemnity Company.
11.1 Computation of earnings per share.
**21.1 Subsidiaries of Hartford Life, Inc.
23.1 Consent of Cravath, Swaine & Moore (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
**23.3 Consent of Ramani Ayer.
**23.4 Consent of Donald R. Frahm.
**23.5 Consent of Paul G. Kirk, Jr.
**23.6 Consent of Lowndes A. Smith.
**23.7 Consent of H. Patrick Swygert.
**23.8 Consent of DeRoy C. Thomas.
**23.9 Consent of Gordon I. Ulmer.
**23.10 Consent of David K. Zwiener.
**24.1 Powers of Attorney.
**27.1 Financial Data Schedule.
</TABLE>

- ---------------
* To be filed by amendment.

** Previously filed.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 14 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

The undersigned Registrant hereby undertakes:

(a) To provide to the underwriters at the closing specified in the
underwriting agreements certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to
each purchaser.

(b) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
to be part of this Registration Statement as of the time it was declared
effective.

(c) That, for the purpose of determining any liability under the
Securities Act of 1933, each posteffective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

II-3
<PAGE> 187

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Simsbury, State of Connecticut, on April 24, 1997.

HARTFORD LIFE, INC.

By /s/ LOWNDES A. SMITH
------------------------------------
Name: Lowndes A. Smith
Title: Chief Executive Officer and
President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <C>

/s/ LOWNDES A. SMITH Chief Executive Officer, April 24, 1997
- ------------------------------------------ President and Director
Lowndes A. Smith (Principal Executive Officer)

/s/ GREGORY A. BOYKO Senior Vice President, Chief April 24, 1997
- ------------------------------------------ Financial Officer and
Gregory A. Boyko Treasurer (Principal Financial
and Accounting Officer)

/s/ MICHAEL S. WILDER Director April 24, 1997
- ------------------------------------------
Michael S. Wilder

/s/ MICHAEL O'HALLORAN Director April 24, 1997
- ------------------------------------------
Michael O'Halloran

/s/ LYNDA GODKIN Director April 24, 1997
- ------------------------------------------
Lynda Godkin
</TABLE>

II-4
<PAGE> 188

INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

<TABLE>
<S> <C>
Report of Independent Public Accountants on Schedules................................. S-2

Schedule I: Summary of Investments -- Other Than Investments in Affiliates............ S-3
Schedule II: Supplementary Condensed Financial Statements............................. S-4
Schedule III: Supplementary Insurance Information for the years ended December 31,
1994, 1995 and 1996................................................................. S-6
Schedule IV: Reinsurance.............................................................. S-7
</TABLE>

All other schedules are omitted because they are not applicable, or not
required or because the required information has been included in the
consolidated financial statements or notes thereto.

S-1
<PAGE> 189

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES

To Hartford Life, Inc.:

We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of Hartford Life, Inc. and subsidiaries
included in this registration statement and have issued our report thereon dated
February 10, 1997. Our audits were made for the purpose of forming an opinion on
the basic consolidated financial statements taken as a whole. Our report on the
Consolidated Financial Statements includes an explanatory paragraph with respect
to the change in method of accounting for debt and equity securities, as of
January 1, 1994, as discussed in Note 2 of notes to consolidated financial
statements. The accompanying schedules are the responsibility of the Company's
management and are presented for the purposes of complying with the Securities
and Exchange Commission's rules and are not part of the basic consolidated
financial statements. These schedules have been subjected to the auditing
procedures applied in the audits of the basic consolidated financial statements
and, in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole.

/s/ ARTHUR ANDERSEN LLP

Hartford, Connecticut
February 10, 1997

S-2
<PAGE> 190

HARTFORD LIFE, INC. AND SUBSIDIARIES
SCHEDULE I

SUMMARY OF INVESTMENTS -- OTHER THAN INVESTMENTS IN AFFILIATES
AS OF DECEMBER 31, 1996
(IN MILLIONS)

<TABLE>
<CAPTION>
AMOUNT AT
WHICH SHOWN
ESTIMATED ON BALANCE
TYPES OF INVESTMENT COST FAIR VALUE SHEET
- --------------------------------------------------------- ------- ---------- -----------
<S> <C> <C> <C>
FIXED MATURITIES
Bonds and Notes
U.S. government and government agencies and authorities
(guaranteed and sponsored).......................... $ 194 $ 203 $ 203
U.S. government and government agencies and authorities
(guaranteed and sponsored) -- asset-backed.......... 2,167 2,194 2,194
States, municipalities and political subdivisions...... 423 418 418
International governments.............................. 380 395 395
Public utilities....................................... 967 971 971
All other corporate including international............ 5,477 5,489 5,489
All other corporate -- asset-backed.................... 4,151 4,148 4,148
Short-term investments................................. 765 765 765
Certificates of deposit................................ 1,135 1,128 1,128
------- ------- -------
TOTAL FIXED MATURITIES......................... 15,659 15,711 15,711
------- ------- -------
EQUITY SECURITIES
Common stocks -- industrial, miscellaneous, and all
other............................................... 113 119 119
------- ------- -------
TOTAL FIXED MATURITIES AND EQUITY SECURITIES... 15,772 15,830 15,830
------- ------- -------
OTHER INVESTMENTS
Policy loans........................................... 3,839 3,839 3,839
Mortgage loans......................................... 2 2 2
Investments in partnerships and trusts................. 66 68 66
Futures, options, and miscellaneous.................... 93 119 93
------- ------- -------
TOTAL OTHER INVESTMENTS........................ 4,000 4,028 4,000
------- ------- -------
Total investments.............................. $19,772 $ 19,858 $19,830
======= ======= =======
</TABLE>

NOTE: THE FAIR VALUES FOR SHORT-TERM INVESTMENTS APPROXIMATE COST.

S-3
<PAGE> 191

HARTFORD LIFE, INC. AND SUBSIDIARIES
SCHEDULE II

SUPPLEMENTARY CONDENSED FINANCIAL STATEMENTS
(IN MILLIONS)

The following Condensed Balance Sheets, Condensed Statements of Income and
Condensed Statements of Cash Flows reflect Hartford Life, Inc. with its
subsidiaries on an equity basis. This presentation does not affect Consolidated
Income or Stockholder's Equity.

CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
AS OF DECEMBER
31,
-----------------
1995 1996
------ ------
<S> <C> <C>
ASSETS
Investment in affiliates............................................... $1,909 $2,121
Other assets........................................................... -- 46
------ ------
TOTAL ASSETS................................................... $1,909 $2,167
====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
Allocated Advances..................................................... $ 732 $ 893
------ ------
TOTAL LIABILITIES.............................................. 732 893
TOTAL STOCKHOLDER'S EQUITY..................................... 1,177 1,274
------ ------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY..................... $1,909 $2,167
====== ======
</TABLE>

CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
---------------------
1994 1995 1996
---- ---- ---
<S> <C> <C> <C>
Earnings of subsidiaries............................................. $252 $261 $86
Interest expense..................................................... 29 35 55
---- ---- ---
INCOME BEFORE TAX EXPENSE............................................ 223 226 31
Income tax expense................................................... 72 76 7
---- ---- ---
NET INCOME........................................................... $151 $150 $24
==== ==== ===
</TABLE>

S-4
<PAGE> 192

HARTFORD LIFE, INC. AND SUBSIDIARIES
SCHEDULE II

SUPPLEMENTARY CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS)

CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
-------------------------
1994 1995 1996
----- ----- -----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income..................................................... $ 151 $ 150 $ 24
Undistributed earnings......................................... (134) (150) (5)
Change in working capital...................................... -- -- --
----- ----- -----
CASH FROM OPERATING ACTIVITIES.............................. 17 -- 19
----- ----- -----
INVESTING ACTIVITIES
Capital contribution to subsidiary............................. (150) -- (115)
----- ----- -----
CASH USED FOR INVESTING ACTIVITIES.......................... (150) -- (115)
----- ----- -----
FINANCING ACTIVITIES
Increase in Allocated Advances................................. 100 -- 115
Dividends paid................................................. (17) -- (19)
Capital contribution........................................... 50 -- --
----- ----- -----
CASH FROM FINANCING ACTIVITIES.............................. 133 -- 96
----- ----- -----
Net change in cash............................................. -- -- --
Cash -- beginning of year...................................... -- -- --
----- ----- -----
CASH -- END OF YEAR......................................... $ -- $ -- $ --
===== ===== =====
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
CASH PAID DURING THE YEAR FOR
Interest expense............................................... $ 29 $ 35 $ 55
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES
Capital contribution........................................... $ -- $ 180 $ --
Dividends...................................................... $ -- $ 207 $ --
Increase in Allocated Advances for other assets................ $ -- $ -- $ 46
</TABLE>

S-5
<PAGE> 193

HARTFORD LIFE, INC. AND SUBSIDIARIES
SCHEDULE III

SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996
(IN MILLIONS)

<TABLE>
<CAPTION>
FUTURE POLICY
BENEFITS, OTHER
DEFERRED UNPAID CLAIMS POLICY
POLICY AND CLAIM CLAIMS AND
ACQUISITION ADJUSTMENT BENEFITS
SEGMENT COSTS EXPENSES PAYABLE
- --------------------------------------------------------------------------- ----------- ------------- ------------
<S> <C> <C> <C>
1994
Annuity.................................................................... $ 1,231 $ 895 $ 5,468
Individual Life Insurance.................................................. 575 560 1,688
Employee Benefits.......................................................... 12 1,402 7,894
Guaranteed Investment Contracts............................................ 11 -- 7,257
Corporate Operation........................................................ 2 44 --
------ ------ -------
Consolidated Operations................................................... $ 1,831 $ 2,901 $ 22,307
====== ====== =======
1995
Annuity.................................................................... $ 1,559 $ 1,314 $ 5,705
Individual Life Insurance.................................................. 630 569 1,940
Employee Benefits.......................................................... 29 1,643 9,399
Guaranteed Investment Contracts............................................ 1 -- 5,720
Corporate Operation........................................................ 1 28 --
------ ------ -------
Consolidated Operations................................................... $ 2,220 $ 3,554 $ 22,764
====== ====== =======
1996
Annuity.................................................................... $ 2,033 $ 1,547 $ 6,061
Individual Life Insurance.................................................. 748 514 2,133
Employee Benefits.......................................................... 18 1,965 9,895
Guaranteed Investment Contracts............................................ 1 -- 4,124
Corporate Operation........................................................ -- -- --
------ ------ -------
Consolidated Operations................................................... $ 2,800 $ 4,026 $ 22,213
====== ====== =======

NET
PREMIUMS NET REALIZED
AND OTHER INVESTMENT CAPITAL
SEGMENT CONSIDERATIONS INCOME (LOSSES) GAINS
- --------------------------------------------------------------------------- -------------- ---------- --------------
<S> <C> <C> <C>
1994
Annuity.................................................................... $ 264 $ 330 $ --
Individual Life Insurance.................................................. 277 113 1
Employee Benefits.......................................................... 1,543 443 --
Guaranteed Investment Contracts............................................ -- 481 --
Corporate Operation........................................................ 55 36 --
------ ------ -----
Consolidated Operations................................................... $2,139 $1,403 $ 1
====== ====== =====
1995
Annuity.................................................................... $ 323 $ 397 $ --
Individual Life Insurance.................................................. 266 142 --
Employee Benefits.......................................................... 2,048 467 --
Guaranteed Investment Contracts............................................ 1 377 --
Corporate Operation........................................................ 5 68 (4)
------ ------ -----
Consolidated Operations................................................... $2,643 $1,451 $ (4)
====== ====== =====
1996
Annuity.................................................................... $ 539 $ 434 $ --
Individual Life Insurance.................................................. 313 159 --
Employee Benefits.......................................................... 2,215 618 --
Guaranteed Investment Contracts............................................ 2 251 (219)
Corporate Operation........................................................ -- 72 --
------ ------ -----
Consolidated Operations................................................... $3,069 $1,534 $ (219)
====== ====== =====

BENEFITS, AMORTIZATION
CLAIMS, OF DEFERRED
AND CLAIM POLICY DIVIDENDS
ADJUSTMENT ACQUISITION TO OTHER

SEGMENT EXPENSES COSTS POLICYHOLDERS EXPENSES*

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

1994
Annuity.................................................................... $ 290 $ 90 $ -- $ 85

Individual Life Insurance.................................................. 252 52 -- 47

Employee Benefits.......................................................... 1,200 3 419 283

Guaranteed Investment Contracts............................................ 467 4 -- 8

Corporate Operation........................................................ 45 -- -- 75

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

Consolidated Operations................................................... $2,254 $149 $ 419 $498
====== ==== ==== ====

1995
Annuity.................................................................... $ 317 $117 $ -- $118

Individual Life Insurance.................................................. 217 72 -- 61

Employee Benefits.......................................................... 1,373 4 675 362

Guaranteed Investment Contracts............................................ 453 12 -- 16

Corporate Operation........................................................ 35 -- -- 32
------ ---- ---- ----

Consolidated Operations................................................... $2,395 $205 $ 675 $589
====== ==== ==== ====

1996
Annuity.................................................................... $ 416 $174 $ -- $159

Individual Life Insurance.................................................. 266 63 1 74

Employee Benefits.......................................................... 1,684 4 634 396

Guaranteed Investment Contracts............................................ 332 1 -- 47

Corporate Operation........................................................ 29 (1) -- 74
------ ---- ---- ----

Consolidated Operations................................................... $2,727 $241 $ 635 $750
====== ==== ==== ====

</TABLE>

* Includes interest expense on Allocated Advances.

S-6
<PAGE> 194

HARTFORD LIFE, INC. AND SUBSIDIARIES
SCHEDULE IV

REINSURANCE
(IN MILLIONS)

<TABLE>
<CAPTION>
PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
-------- --------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31, 1994
Life insurance in force................. $237,420 $ 64,538 $ 32,987 $205,869 16.0%
======== ======== ======= ========
INSURANCE REVENUES
Life insurance and annuities............ $ 1,358 $ 119 $ 195 $ 1,434 13.6%
Accident and health insurance........... 631 65 139 705 19.7%
-------- -------- ------- --------
Total................................... $ 1,989 $ 184 $ 334 $ 2,139 15.6%
======== ======== ======= ========

FOR THE YEAR ENDED DECEMBER 31, 1995
Life insurance in force................. $328,130 $109,829 $ 18,805 $237,106 7.9%
======== ======== ======= ========
INSURANCE REVENUES
Life insurance and annuities............ $ 1,653 $ 247 $ 471 $ 1,877 25.1%
Accident and health insurance........... 695 66 137 766 17.9%
-------- -------- ------- --------
Total................................... $ 2,348 $ 313 $ 608 $ 2,643 23.0%
======== ======== ======= ========
FOR THE YEAR ENDED DECEMBER 31, 1996
Life insurance in force................. $300,783 $103,131 $ 46,040 $243,692 18.9%
======== ======== ======= ========
INSURANCE REVENUES
Life insurance and annuities............ $ 2,338 $ 326 $ 183 $ 2,195 8.3%
Accident and health insurance........... 739 87 222 874 25.4%
-------- -------- ------- --------
Total................................... $ 3,077 $ 413 $ 405 $ 3,069 13.2%
======== ======== ======= ========
</TABLE>

S-7
<PAGE> 195

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
<C> <S>
1.1 Form of Underwriting Agreement (U.S. Version).
1.2 Form of Underwriting Agreement (International Version).
3.1 Form of Restated Certificate of Incorporation of Hartford Life, Inc.
3.2 Form of By-laws of Hartford Life, Inc.
4.1 Specimen Certificate of Class A Common Stock of Hartford Life, Inc.
5.1 Opinion of Cravath, Swaine & Moore as to the legality of the securities being
registered.
10.1 Form of Master Intercompany Agreement between, Hartford Life, Inc., ITT Hartford
Group, Inc. and, with respect to Articles VI and XII, Hartford Fire Insurance
Company.
10.2 Form of Tax Sharing Agreement between ITT Hartford Group, Inc. and its
subsidiaries, including Hartford Life, Inc.
10.3 Form of Management Agreement between Hartford Life Insurance Company and The
Hartford Investment Management Company.
10.4 Form of Management Agreement between Hartford Life Insurance Company, Hartford
Accident and Indemnity Company and The Hartford Investment Management Company.
10.5 Form of Management Agreement between certain subsidiaries of the Company and
Hartford Investment Services, Inc.
10.6 Form of Management Agreement between certain subsidiaries of the Company and
Hartford Investment Services, Inc.
10.7 Form of Sublease Agreement between Hartford Fire Insurance Company and Hartford
Life, Inc.
10.8 Credit Agreement dated as of February 10, 1997, among Hartford Life, Inc., the
initial lenders named therein and Citibank, N.A.
10.9 Promissory Note dated February 20, 1997, executed by Hartford Life, Inc. for the
benefit of Hartford Accident and Indemnity Company.
10.10 Employment Agreement for Lowndes A. Smith.
10.11 Form of 1997 Hartford Life, Inc. Incentive Stock Plan.
10.12 Form of 1997 Hartford Life, Inc. Deferred Restricted Stock Unit Plan.
10.13 Form of 1997 Hartford Life, Inc. Employee Stock Purchase Plan.
10.14 Form of 1997 Hartford Life, Inc. Restricted Stock Plan for Non-Employee
Directors.
10.15 Trade Name and Service Mark License Agreement effective as of November 1, 1995,
between ITT Corporation and ITT Hartford Group, Inc.
10.16 Promissory Note dated April 4, 1997, executed by Hartford Life, Inc. for the
benefit of Hartford Accident and Indemnity Company.
11.1 Computation of earnings per share.
**21.1 Subsidiaries of Hartford Life, Inc.
23.1 Consent of Cravath, Swaine & Moore (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
**23.3 Consent of Ramani Ayer.
**23.4 Consent of Donald R. Frahm.
**23.5 Consent of Paul G. Kirk, Jr.
**23.6 Consent of Lowndes A. Smith.
**23.7 Consent of H. Patrick Swygert.
**23.8 Consent of DeRoy C. Thomas.
**23.9 Consent of Gordon I. Ulmer.
**23.10 Consent of David K. Zwiener.
**24.1 Powers of Attorney.
**27.1 Financial Data Schedule.
</TABLE>

- ---------------
* To be filed by amendment.

** Previously filed.

<PAGE> 1
EXHIBIT 1.1

HARTFORD LIFE, INC.
CLASS A COMMON STOCK
(PAR VALUE $0.01 PER SHARE)

UNDERWRITING AGREEMENT
(U.S. VERSION)
-----------------------------------------------------

, 1997
Goldman, Sachs & Co.,
Dean Witter Reynolds Inc.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
Morgan Stanley & Co. Incorporated,
Smith Barney Inc.,
As representatives of the Several
Underwriters named in Schedule I hereto
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004.

Ladies and Gentlemen:

Hartford Life, Inc., a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of
shares (the "Firm Shares") and, at the election of the Underwriters, up
to additional shares (the "Optional Shares") of Class A Common Stock,
par value $0.01 per share ("Stock"), of the Company (the Firm Shares and the
Optional Shares that the Underwriters elect to purchase pursuant to Section 2
hereof being collectively called the "Shares"). Hartford Life and Accident
Insurance Company, a Connecticut corporation ("HLAIC"), is a wholly owned
subsidiary of the Company, and the Company is a wholly owned subsidiary of
Hartford Accident and Indemnity Company, a Connecticut corporation ("HAIC"),
which in turn is an indirect wholly-owned subsidiary of ITT Hartford Group,
Inc., a Delaware corporation ("Group"). The transactions comprising the
incorporation of the Company and the contribution to the Company by HAIC of all
of the issued and outstanding stock of HLAIC, the issuance by the Company to
HAIC of 100 shares of the capital stock, par value $.01 per share, of the
Company and the conversion and reclassification of such 100 shares into shares
of Class B Common Stock, par value $.01 per share ("Class B Common Stock"), are
collectively referred to herein as the "Reorganization". The transactions
comprising the drawdown of $1,084 million on February 20, 1997 pursuant to a
line of credit between the Company and Citibank, N.A., Mellon Bank, N.A., Bank
of America Illinois, and Morgan Stanley Guaranty Trust Company of New York, the
execution of a promissory note for the benefit of HAIC in the amount of $100
million, and the declaration and payment of a dividend of $1,184 million to HAIC
on February 20, 1997, including $893 million of such dividend constituting a
repayment of indebtedness allocated to certain
<PAGE> 2
life insurance subsidiaries of the Company in favor of Group, are hereinafter
collectively referred to herein as the "Distribution". The proposed debt
offering that is scheduled to occur promptly following the offering of the
Shares is hereinafter referred to as the "Debt Offering". The various agreements
between the Company and its subsidiaries, on the one hand, and Group and its
subsidiaries (other than the Company and its subsidiaries), on the other hand,
are collectively hereinafter referred to as the "Intercompany Agreements".

It is understood and agreed to by all parties hereto that the Company and
Group are concurrently entering into an agreement (the "International
Underwriting Agreement") providing for the sale by the Company of up to a total
of shares of Stock (the "International Shares"), including the
overallotment option thereunder, through arrangements with certain underwriters
outside the United States (the "International Underwriters"), for whom Goldman
Sachs International, Dean Witter International Limited, Merrill Lynch
International, Morgan Stanley & Co. International Limited, and Smith Barney Inc.
are acting as lead managers. Anything herein or therein to the contrary
notwithstanding, the respective closings under this Agreement and the
International Agreement are hereby expressly made conditional on one another.
The Underwriters hereunder and the International Underwriters are simultaneously
entering into an Agreement between U.S. and International Underwriting
Syndicates (the "Agreement between Syndicates") which provides, among other
things, for the transfer of shares of Stock between the two syndicates. Two
forms of prospectus are to be used in connection with the offering and sale of
shares of Stock contemplated by the foregoing, one relating to the Shares
hereunder and the other relating to the International Shares. The latter form of
prospectus will be identical to the former except for the front cover page, the
additional inside front cover page, the back cover page and the text under the
caption "Underwriting" and amendments thereto as mentioned below. Except as used
in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise
require, references hereinafter to the Shares shall include all the shares of
Stock which may be sold pursuant to either this Agreement or the International
Underwriting Agreement, and references herein to any prospectus whether in
preliminary or final form, and whether as amended or supplemented, shall include
both the U.S. and the international versions thereof.

1. (a) The Company represents and warrants to, and agrees with, each of
the Underwriters that:

(i) A registration statement on Form S-1 (File No. 333-21459) (the
"Initial Registration Statement") in respect of the Firm Shares and the
Optional Shares has been filed with the Securities and Exchange Commission
(the "Commission"); the Initial Registration Statement and any
post-effective amendment thereto, each in the form heretofore delivered to
you, and, excluding exhibits thereto, to you for each of the other
Underwriters, have been declared effective by the Commission in such form;
no other document (other than (i) the pre-effective amendments thereto and
(ii) a registration statement, if any, increasing the size of the offering
(a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Act"), which became or
will become effective upon filing) with respect to the Initial
Registration Statement has heretofore been filed with the Commission; and
no stop order suspending the effectiveness of any post-effective amendment
thereto or a Rule 462(b) Registration Statement, if any, has been issued
and no proceeding for that purpose has been initiated or threatened by the
Commission (any preliminary prospectus included in the Initial
Registration Statement or filed with the Commission pursuant to Rule
424(a) of the rules and regulations of the Commission under the Act, is
hereinafter called a "Preliminary Prospectus"; the various parts of the
Initial Registration Statement, and a Rule 462(b) Registration Statement,
if any, including all exhibits thereto and including the information
contained in the form of final prospectus filed with the Commission
pursuant to Rule 424(b) under the Act in accordance with

-2-
<PAGE> 3
Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be
part of the Initial Registration Statement at the time it was declared
effective or such part of a Rule 462(b) Registration Statement, if any,
became or hereafter becomes effective, each as amended at the time such
part of the registration statement became effective or such part of a Rule
462(b) Registration Statement, if any, became or hereafter becomes
effective, are hereinafter collectively called the "Registration
Statement"; and such final prospectus, in the form first filed pursuant to
Rule 424(b) under the Act, is hereinafter called the "Prospectus");

(ii) No order preventing or suspending the use of any Preliminary
Prospectus has been issued by the Commission, and each Preliminary
Prospectus, at the time of filing thereof, conformed in all material
respects to the requirements of the Act and the rules and regulations of
the Commission thereunder, and did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter through
Goldman, Sachs & Co. expressly for use therein;

(iii) The Registration Statement conforms, and the Prospectus and
any further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of
the Act and the rules and regulations of the Commission thereunder and do
not and will not, as of the applicable effective date as to the
Registration Statement and any amendment thereto and as of the applicable
filing date as to the Prospectus and any amendment or supplement thereto,
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the
Company by an Underwriter through Goldman, Sachs & Co. expressly for use
therein;

(iv) Except as described in or contemplated by the Registration
Statement and the Prospectus, there has not been any material adverse
change in, or any adverse development which materially affects, the
business, properties, financial condition or results of operations of the
Company and its subsidiaries taken as a whole from the dates as of which
information is given in the Registration Statement and the Prospectus;
and, since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there has not been any change
in the consolidated capital stock or any material increase in the
consolidated long-term debt of the Company and its subsidiaries or any
material adverse change, or any development involving a prospective
material adverse change, in or affecting the general affairs, management,
financial position, and stockholder's equity or results of operations (in
each case considered on either a statutory or U.S. generally accepted
accounting principles ("GAAP") basis) of the Company and its subsidiaries
taken as a whole, otherwise than as set forth or contemplated in the
Prospectus;

(v) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware,
with full corporate power and authority to own its properties and conduct
its business as described in the Prospectus, and has been duly qualified
as a foreign corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it owns or
leases properties or conducts any business so as to require such
qualification except where the failure to be so qualified in any such
jurisdiction

-3-
<PAGE> 4
would not have, individually or in the aggregate with such other failures,
a material adverse effect on the financial position, stockholder's equity
or results of operations of the Company and its subsidiaries, considered
as a whole; and each of HLAIC, Hartford Life Insurance Company, a
Connecticut corporation ("HLIC"), ITT Hartford Life and Annuity Insurance
Company, a Connecticut corporation ("ITTL"), American Maturity Life
Insurance Company, a Connecticut corporation, ITT Hartford Life
International, Limited, a Bermuda corporation, and ITT Hartford
International Life Reassurance Corp., a Connecticut corporation
(collectively referred to herein as the "Significant Subsidiaries" and
individually as a "Significant Subsidiary") has been duly incorporated and
is validly existing as a corporation in good standing under the laws of
its jurisdiction of incorporation with full corporate power and authority
to own its properties and conduct its business as described in the
Prospectus, and has been duly qualified for the transaction of business
and is in good standing as a foreign corporation under the laws of each
other jurisdiction in which it owns or leases properties, or conducts any
business, so as to require such qualification, except where the failure to
be so qualified in any such jurisdiction would not have, individually or
in the aggregate with such other failures, a material adverse effect on
the financial position, stockholder's equity or results of operations of
the Company and its subsidiaries, considered as a whole;

(vi) The Company has made all required filings under applicable
insurance holding company statutes, and has received approvals of
acquisition of control and/or affiliate transactions in each jurisdiction
in which such filings or approvals are required, except where the failure
to have made such filings or receive such approvals in any such
jurisdiction would not have, individually or in the aggregate with other
such failures, a material adverse effect on the financial position,
stockholder's equity or results of operations of the Company and its
subsidiaries, considered as a whole; each Significant Subsidiary that is
required to be organized and licensed as an insurance company in its
jurisdiction of incorporation is duly organized and licensed as an
insurance company in its respective jurisdiction of incorporation, and
each Significant Subsidiary is duly licensed or authorized as an insurer
in each other jurisdiction in which such licensing or authorization is
required, except where the failure to be so licensed or authorized in any
such jurisdiction would not have, individually or in the aggregate with
other such failures, a material adverse effect on the financial position,
stockholder's equity or results of operations of the Company and its
subsidiaries, considered as a whole; the Company and each of its
Significant Subsidiaries have all other necessary authorizations,
approvals, orders, consents, certificates, permits, registrations or
qualifications of and from all insurance regulatory authorities to conduct
their respective businesses as described in the Prospectus, except where
the failure to have such authorizations, approvals, orders, consents,
licenses, certificates, permits, registrations or qualifications would not
have, individually or in the aggregate with other such failures, a
material adverse effect on the financial position, stockholder's equity or
results of operations of the Company and its subsidiaries, considered as a
whole;

(vii) The Company and each of its Significant Subsidiaries that is
an insurance company is in compliance with the requirements of the
insurance laws and regulations of its jurisdiction of incorporation and
the insurance laws and regulations of other jurisdictions which are
applicable to the Company and each such Significant Subsidiary, and has
filed all notices, reports, documents or other information required to be
filed thereunder, except where the failure to so comply or file would not,
individually or in the aggregate with other such failures, have a material
adverse effect on the financial position, stockholder's equity or results
of operations of the Company and its subsidiaries, considered as a whole;

(viii) Without limiting the foregoing, the Company and its
Significant Subsidiaries, as applicable, have filed all notices, reports,
documents or other information required to be filed by

-4-
<PAGE> 5
them pursuant to, and have obtained all authorizations, approvals, orders,
consents, licenses, certificates, permits, registrations or qualifications
required to be obtained under, and have otherwise complied with all
requirements of, all applicable insurance laws and regulations in
connection with the consummation of the Reorganization, the Distribution
and the Debt Offering, the entering into and performance of the
Intercompany Agreements by the Company and its subsidiaries, the issuance
and sale of Shares by the Company and the purchase and distribution of the
Shares by the Underwriters and the International Underwriters, except for
such authorizations, approvals, orders, consents, licenses, certificates,
permits, registrations or qualifications which the failure to make, obtain
or comply with would not have, individually or in the aggregate with such
other failures, a material adverse effect on the financial position,
stockholder's equity or results of operations of the Company and its
subsidiaries, considered as a whole, and which will not affect the
validity, performance or consummation of the Reorganization, the
Distribution, the Debt Offering, the Intercompany Agreements or the
transactions contemplated by this Agreement and the International
Underwriting Agreement and except for filings required to be made after
the Time of Delivery;

(ix) The Company has an authorized capitalization as set forth in
the Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and non-assessable and conform to the description thereof contained
in the Prospectus; and all of the issued shares of capital stock of each
Significant Subsidiary of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable and (except for
directors' qualifying shares) are owned directly or indirectly by the
Company, free and clear of all liens, encumbrances, equities or claims;

(x) The Shares to be issued and sold by the Company to the
Underwriters hereunder and under the International Underwriting Agreement
have been duly and validly authorized and, when issued and delivered
against payment therefor as provided herein and in the International
Underwriting Agreement, will be duly and validly issued and fully paid and
non-assessable and will conform to the description of the Stock contained
in the Prospectus;

(xi) The issue and sale of the Shares by the Company hereunder and
under the International Underwriting Agreement, the consummation of the
Reorganization and the Distribution, the entering into and performance of
the Intercompany Agreements by the Company and its subsidiaries, the
compliance by the Company with all of the provisions of this Agreement and
the International Underwriting Agreement and the consummation of the
transactions herein and therein contemplated have in each case been duly
authorized by all necessary corporate and shareholder action on the part
of the Company; the issue and sale of the Shares by the Company, the
consummation of the Reorganization, the Distribution and the Debt
Offering, the entering into and performance of the Intercompany Agreements
by the Company and its subsidiaries, the compliance by the Company with
all the provisions of this Agreement and the International Underwriting
Agreement and the consummation of the transactions herein and therein
contemplated have not conflicted with or resulted in a breach or violation
of any of the terms or provisions of, or constituted a default under, and
will not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument
to which the Company or any of its Significant Subsidiaries is a party or
by which the Company or any of its Significant Subsidiaries is bound or to
which any of the property or assets of the Company or any of its
Significant Subsidiaries is subject, except for such breaches, conflicts,
violations or defaults which would not have, individually or in the
aggregate with such other breaches, conflicts, violations and defaults, a
material adverse effect on the financial position, stockholder's equity or
results of

-5-
<PAGE> 6
operations of the Company and its subsidiaries, considered as a whole, and
which will not affect the validity, performance or consummation of the
Reorganization, the Distribution, the Debt Offering, the Intercompany
Agreements or the transactions contemplated by this Agreement and the
International Underwriting Agreement, and have not resulted and will not
result in any violation of the provisions of the Certificate of
Incorporation or By-laws of the Company or any of its Significant
Subsidiaries or any statute, rule or regulation, or, to the Company's
knowledge, any order or decree of any court or regulatory authority or
other governmental agency or body having jurisdiction over the Company or
any of its Significant Subsidiaries or any of their properties; and no
consent, approval, authorization, license, order, registration or
qualification of or with any such court, regulatory authority or other
governmental agency or body is required for the consummation of the
Reorganization, the Distribution, the Debt Offering, the entering into or
performance of the Intercompany Agreements by the Company and its
subsidiaries, the issue and sale of the Shares or the consummation by the
Company of the transactions contemplated by this Agreement and the
International Underwriting Agreement, except those which have been
obtained in accordance with Section 1(a)(viii), the registration under the
Act of the Shares, the registration under the Act of the debt securities
to be sold in the Debt Offering, such consents, approvals, authorizations,
registrations or qualifications as may be required under state or foreign
securities or state insurance securities laws in connection with the
purchase and distribution of the Shares by the Underwriters and the
International Underwriters, and except for such consents, approvals,
authorizations, licenses, orders, registrations or qualifications which
the failure to make, obtain or comply with would not have, individually or
in the aggregate with such other failures, a material adverse effect on
the financial position, stockholder's equity or results of operations of
the Company and its subsidiaries, considered as a whole, and which will
not affect the validity, performance or consummation of the
Reorganization, the Distribution, the Debt Offering, the Intercompany
Agreements or the transactions contemplated by this Agreement and the
International Underwriting Agreement;

(xii) Except as described in the Prospectus, there is no action,
suit or proceeding pending, nor to the knowledge of the Company, is there
any action, suit or proceeding threatened, which might reasonably be
expected to result in a material adverse change in the financial
condition, results of operations or business of the Company and its
subsidiaries considered as a whole or which is required to be disclosed in
the Registration Statement;

(xiii) The Company is not and, after giving effect to the offering
and sale of the Shares, will not be an "investment company", as such terms
is defined in the Investment Company Act of 1940, as amended (the
"Investment Company Act");

(xiv) This Agreement and the International Underwriting Agreement
have been duly authorized executed and delivered by the Company; and

(xv) There are no contracts or other documents of a character
required to be filed as an exhibit to the Registration Statement or
required to be described in the Registration Statement or the Prospectus
which are not filed or described as required.

(b) Group represents and warrants to, and agrees with, each of the
Underwriters that:

(i) Group has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of
Delaware; HAIC has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of
Connecticut;

-6-
<PAGE> 7
and all of the issued shares of capital stock of HAIC have been duly
and validly issued and are fully paid and non-assessable;

(ii) This Agreement and the International Underwriting
Agreement have each been duly authorized, executed and delivered by
Group; and

(iii) The issue and sale of the Shares by the Company, the
consummation of the Reorganization and the Distribution, the entering
into and performance of the Intercompany Agreements, the compliance
by the Company and Group with all the provisions of this Agreement
and the International Underwriting Agreement which are applicable to
them and the consummation of the transactions herein and therein
contemplated have in each case been duly authorized by all necessary
corporate and shareholder action on the part of each of Group and its
subsidiaries (other than the Company and its subsidiaries) (the
"Group Subsidiaries"); the issue and sale of the Shares by the
Company, the consummation of the Reorganization, the Distribution and
the Debt Offering, the entering into and performance of the
Intercompany Agreements, the compliance by the Company and Group with
all the provisions of this Agreement and the International
Underwriting Agreement which are applicable to them and the
consummation of the transactions herein and therein contemplated have
not conflicted with or resulted in a breach or violation of any of
the terms or provisions of, or constituted a default under, and will
not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any statute,
indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which Group or any of the Group Subsidiaries is a
party or by which Group or any of the Group Subsidiaries is bound or
to which any of the property or assets of Group or any of the Group
Subsidiaries is subject, except for such conflicts, breaches,
violations or defaults as would not have, individually or in the
aggregate with such other conflicts, breaches, violations and
defaults, a material adverse effect on the Company and its
subsidiaries, considered as a whole, and which will not affect the
validity, performance or consummation of the Reorganization, the
Contribution, the Distribution, the Intercompany Agreements or the
transactions contemplated by this Agreement and the International
Underwriting Agreement; nor will such actions result in any violation
which affects the validity, performance or consummation of the
transactions contemplated by this Agreement, the International
Underwriting Agreement, the Reorganization, the Distribution or the
Intercompany Agreements, of the provisions of the Certificate of
Incorporation or By-Laws of Group or any of the Group Subsidiaries or
any statute, rule or regulation or, to Group's knowledge, any order
or decree of any court or insurance regulatory authority or other
governmental agency or body having jurisdiction over Group or any of
the Group Subsidiaries or any of their respective properties; Group
and the Group Subsidiaries, as applicable, have filed all notices,
reports, documents or other information required to be filed by them
pursuant to, and have obtained all authorizations, approvals, orders,
consents, licenses, certificates, permits, registrations or
qualifications required to be obtained by them under, and have
otherwise complied with all requirements of all applicable laws and
regulations (including applicable insurance laws and regulations) in
connection with the Reorganization, the Distribution, the
Intercompany Agreements, and the transactions contemplated by this
Agreement and the International Underwriting Agreement; and no
filing, authorization, approval, order, consent, license,
certificate, permit, registration or qualification of or with any
court or insurance regulatory authority or other governmental agency
or body having jurisdiction over Group or any of the Group
Subsidiaries or any of their properties or any securities exchange is
required for the sale of the Shares under this Agreement and under
the International Underwriting Agreement or the consummation of the
Reorganization, the Distribution, the Debt Offering, the Intercompany
Agreements, except the

-7-
<PAGE> 8
registration under the Act of the Shares, the registration under the
Act of the debt securities to be sold in the Debt Offering and such
consents, approvals, authorizations, registrations or qualifications
as may be required under state or foreign securities or state
insurance securities laws in connection with the purchase and
distribution of the Shares by the Underwriters and except for such
authorizations, approvals, orders, consents, licenses, certificates,
permits, registrations, or qualifications which the failure to make,
obtain or comply with would not have, individually or in the
aggregate with such other failures, a material adverse effect on the
financial position, stockholder's equity or results of operations of
the Company and its subsidiaries, considered as a whole, and which
will not affect the validity, performance or consummation of the
Reorganization, the Distribution, the Debt Offering, the Intercompany
Agreements or the transactions contemplated by this Agreement and the
International Underwriting Agreement.

2. Subject to the terms and conditions herein set forth, (a) the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
a purchase price per share of $ , the number of Firm
Shares set forth opposite the name of such Underwriter in Schedule I hereto and
(b) in the event and to the extent that the Underwriters shall exercise the
election to purchase Optional Shares as provided below, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the purchase price
per share set forth in clause (a) of this Section 2, that portion of the number
of Optional Shares as to which such election shall have been exercised (to be
adjusted by you so as to eliminate fractional shares) determined by multiplying
such number of Optional Shares by a fraction, the numerator of which is the
maximum number of Optional Shares which such Underwriter is entitled to purchase
as set forth opposite the name of such Underwriter in Schedule I hereto and the
denominator of which is the maximum number of Optional Shares that all of the
Underwriters are entitled to purchase hereunder.

The Company hereby grants to the Underwriters the right to purchase
at their election up to Optional Shares, at the purchase price per
share set forth in the paragraph above, for the sole purpose of covering
overallotments in the sale of the Firm Shares. Any such election to purchase
Optional Shares may be exercised only by written notice from you to the Company,
given within a period of 30 calendar days after the date of this Agreement,
setting forth the aggregate number of Optional Shares to be purchased and the
date on which such Optional Shares are to be delivered, as determined by you but
in no event earlier than the First Time of Delivery (as defined in Section 4
hereof) or, unless you and the Company otherwise agree in writing, earlier than
two or later than ten business days after the date of such notice.

3. Upon the authorization by you of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus.

It is understood that Firm Shares will initially be
reserved by the several Underwriters for offer and sale upon the terms and
conditions set forth in the Prospectus to employees (other than international
employees) and directors of the Company, Group and their respective subsidiaries
who have heretofore delivered to you offers or indications of interest to
purchase Firm Shares in form satisfactory to you, and that any allocation of
such Firm Shares among such persons will be made in accordance with timely
directions received by you from the Company; provided that under no
circumstances will you or any Underwriter be liable to the Company for any
action taken or omitted in good faith in connection with such offering to such
persons. It is further understood that any of such Firm Shares which are not
purchased by such persons will be offered by the Underwriters to the public upon
the terms and conditions set forth in the Prospectus.

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<PAGE> 9
4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as Goldman, Sachs & Co. may request upon at least forty-eight hours' prior
notice to the Company, shall be delivered by or on behalf of the Company to
Goldman, Sachs & Co., through the facilities of the Depository Trust Company
("DTC"), for the account of such Underwriter, against payment by or on behalf of
such Underwriter of the purchase price therefor by wire transfer of same day
funds, payable to the order of the Company. The Company will cause the
certificates representing the Shares to be made available for checking and
packaging at least twenty-four hours prior to the Time of Delivery (as defined
below) with respect thereto at the office of DTC or its designated custodian
(the "Designated Office"). The time and date of such delivery and payment shall
be, with respect to the Firm Shares, 9:30 a.m., New York City time, on
, 1997 or such other time and date as Goldman, Sachs & Co. and the
Company may agree upon in writing, and, with respect to the Optional Shares,
9:30 a.m., New York time, on the date specified by Goldman, Sachs & Co. in the
written notice given by Goldman, Sachs & Co. of the Underwriters' election to
purchase such Optional Shares, or such other time and date as Goldman, Sachs &
Co. and the Company may agree upon in writing. Such time and date for delivery
of the Firm Shares is herein called the "First Time of Delivery", such time and
date for delivery of the Optional Shares, if not the First Time of Delivery, is
herein called the "Second Time of Delivery", and each such time and date for
delivery is herein called a "Time of Delivery".

(b) The documents to be delivered at each Time of Delivery by or on behalf
of the parties hereto pursuant to Section 7 hereof, including the cross receipts
for the Firm Shares and the Optional Shares and any additional documents
requested by the Underwriters pursuant to Section 7(l) hereof, will be delivered
at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York
10004 (the "Closing Location"), and the Shares will be delivered at the
Designated Office, all at such Time of Delivery. A meeting will be held at the
Closing Location at 2:30 p.m., New York City time, on the New York Business Day
next preceding such Time of Delivery, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 4, "New York
Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York are generally
authorized or obligated by law or executive order to close.

5. (a) The Company agrees with each of the Underwriters:

(i) To prepare the Prospectus in a form approved by you and to
file such Prospectus pursuant to Rule 424(b) under the Act not later
than the Commission's close of business on the second business day
following the execution and delivery of this Agreement, or, if
applicable, such earlier time as may be required by Rule 430A(a)(3)
under the Act; to make no further amendment or any supplement to the
Registration Statement or Prospectus which shall be disapproved by
you promptly after reasonable notice thereof; to advise you, promptly
after it receives notice thereof, of the time when any amendment to
the Registration Statement has been filed or becomes effective or any
supplement to the Prospectus or any amended Prospectus has been filed
and to furnish you with copies thereof; to advise you, promptly after
it receives notice thereof, of the issuance by the Commission of any
stop order or of any order preventing or suspending the use of any
Preliminary Prospectus or prospectus, of the suspension of the
qualification of the Shares for offering or sale in any jurisdiction,
of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for
additional information; and, in the event of the issuance of any stop
order or of any order preventing or suspending the use of any
Preliminary Prospectus or prospectus or

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<PAGE> 10
suspending any such qualification, promptly to use its best efforts
to obtain the withdrawal of such order;

(ii) Promptly from time to time to take such action as you may
reasonably request to qualify the Shares for offering and sale under
the insurance securities laws of such jurisdictions as you may
request and to comply with such laws so as to permit the continuance
of sales and dealings therein in such jurisdictions for as long as
may be necessary to complete the distribution of the Shares, provided
that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to
service of process in any jurisdiction;

(iii) On the New York Business Day next succeeding the date of
this Agreement and from time to time, to furnish the Underwriters
with copies of the Prospectus in such quantities as you may from time
to time reasonably request, and, if the delivery of a prospectus is
required at any time prior to the expiration of nine months after the
time of issue of the Prospectus in connection with the offering or
sale of the Shares and if at such time any event shall have occurred
as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made when
such Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary during such period to amend or
supplement the Prospectus in order to comply with the Act, to notify
you and upon your request to prepare and furnish without charge to
each Underwriter and to any dealer in securities as many copies as
you may from time to time reasonably request of an amended Prospectus
or a supplement to the Prospectus which will correct such statement
or omission or effect such compliance, and in case any Underwriter is
required to deliver a prospectus in connection with sales of any of
the Shares at any time nine months or more after the time of issue of
the Prospectus, upon your request but at the expense of such
Underwriter, to prepare and deliver to such Underwriter as many
copies as you may request of an amended or supplemented Prospectus
complying with Section 10(a)(3) of the Act;

(iv) To make generally available to its securityholders as soon
as practicable, but in any event not later than eighteen months after
the effective date of the Registration Statement (as defined in Rule
158(c) under the Act), an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a)
of the Act and the rules and regulations thereunder (including, at
the option of the Company, Rule 158);

(v) During the period beginning from the date hereof and
continuing to and including the date 180 days after the date of the
Prospectus, not to offer, sell, contract to sell or otherwise dispose
of, except pursuant to this Agreement and the International
Underwriting Agreement, directly or indirectly, or file a
registration statement under the Act with respect to, any Stock or
any securities of the Company that are substantially similar to the
Stock, including but not limited to the Company's Class B Common
Stock, any other securities that are convertible into or exchangeable
for, or that represent the right to receive, Stock or any such
substantially similar securities (other than pursuant to employee
stock option or equivalent plans existing on the date of this
Agreement), without your prior written consent;

(vi) During a period of three years from the effective date of
the Registration Statement, to furnish to you copies of all reports
or other communications (financial or other) furnished to
stockholders, and to deliver to you (i) as soon as they are
available, copies of any reports

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<PAGE> 11
and financial statements furnished to or filed with the Commission or
any national securities exchange on which any class of securities of
the Company is listed; and (ii) such additional information
concerning the business and financial condition of the Company as you
may from time to time reasonably request (such financial statements
to be on a consolidated basis to the extent the accounts of the
Company and its subsidiaries are consolidated in reports furnished to
its stockholders generally or to the Commission);

(vii) To use its best efforts to list, subject to notice of
issuance, the Shares on the New York Stock Exchange (the "Exchange");

(viii) To file with the Commission such reports on Form SR as
may be required by Rule 463 under the Act; and

(ix) If the Company elects to rely upon Rule 462(b), the Company
shall file a Rule 462(b) Registration Statement with the Commission
in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time,
on the date of this Agreement, and the Company shall at the time of
filing either pay to the Commission the filing fee for the Rule
462(b) Registration Statement or give irrevocable instructions for
the payment of such fee pursuant to Rule 111(b) under the Act.

(b) Group agrees with each of the Underwriters, during the period
beginning from the date hereof and continuing to and including the date 180 days
after the date of the Prospectus, not to, and not to permit any of the Group
Subsidiaries to, (x) offer, sell, contract to sell or otherwise dispose of any
shares of Class B Common Stock, Stock or any other equity securities, or
securities convertible into or exchangeable for, or rights or warrants to
acquire, or any other securities substantially similar to, such securities, of
the Company or (y) file any registration statement under the Act with respect to
any such securities, in each case without your prior written consent.

6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Shares under the Act and all other expenses in connection
with the preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus and the Prospectus and amendments and supplements thereto
and the mailing and delivering of copies thereof to the Underwriters and
dealers; [(ii) the cost of printing or producing any Agreement among
Underwriters, this Agreement, the International Underwriting Agreement, the
Agreement between Syndicates, the Selling Agreement, closing documents
(including compilations thereof) and any other documents in connection with the
offering, purchase, sale and delivery of the Shares;] (iii) all expenses in
connection with the qualification of the Shares for offering and sale under
state securities laws and insurance securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Underwriters in
connection with such qualification; (iv) all fees and expenses in connection
with listing the Shares on the New York Stock Exchange; (v) the fees and
disbursements of counsel for the Underwriters in connection with the directed
share offering contemplated by the second paragraph of Section 3 of this
Agreement; (vi) the filing fees incident to [, and the fees and disbursements of
counsel for the Underwriters in connection with,] securing any required review
by the National Association of Securities Dealers, Inc. of the terms of the sale
of the Shares; (vii) the cost of preparing stock certificates; (viii) the cost
and charges of any transfer agent or registrar; and (ix) all other costs and
expenses incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section. It is understood, however,
that, except as provided in this Section, and Sections 8 and 11 hereof, the
Underwriters will pay all

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<PAGE> 12
of their own costs and expenses, including the fees of their counsel, stock
transfer taxes on resale of any of the Shares by them, and any advertising
expenses connected with any offers they may make.

7. The obligations of the Underwriters hereunder, as to the Shares to be
delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations and warranties and other statements of
the Company and Group herein are, at and as of such Time of Delivery, true and
correct, the condition that the Company and Group shall have performed all of
their obligations hereunder theretofore to be performed, and the following
additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant
to Rule 424(b) under the Act within the applicable time period prescribed
for such filing by the rules and regulations under the Act and in
accordance with Section 5(a) hereof; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have
been issued and no proceeding for that purpose shall have been initiated
or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to
your reasonable satisfaction. If the Company has elected to rely upon Rule
462(b) under the Act, the Rule 462(b) Registration Statement shall have
become effective by 10:00 p.m., Washington, D.C. time on the date of this
Agreement;

(b) Sullivan & Cromwell, counsel for the Underwriters, shall have
furnished to you such opinion or opinions, dated such Time of Delivery,
with respect to the incorporation of the Company, the Agreement, the
validity of the Shares being delivered at such Time of Delivery, the
Registration Statement, the Prospectus and such other related matters as
you may reasonably request, and such counsel shall have received such
papers and information as they may reasonably request to enable them to
pass upon such matters;

(c) Cravath, Swaine & Moore, counsel for the Company and Group, shall
have furnished to you their written opinion (a draft of such opinion is
attached as Annex II(a) hereto), dated such Time of Delivery, in form and
substance satisfactory to you, to the effect that:

(i) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the state of
Delaware, with full corporate power and authority to own its
properties and conduct its business as described in the Prospectus;

(ii) The Company has an authorized capitalization as set forth in
the Prospectus, and all of the issued shares of capital stock of the
Company (including the Shares being delivered at such Time of
Delivery) have been duly and validly authorized and issued and are
fully paid and nonassessable; and the Shares conform in all material
respects to the description of the Stock contained in the Prospectus;

(iii) This Agreement and the International Underwriting Agreement
have been duly authorized, executed and delivered by the Company;

(iv) The issue and sale of the Shares being delivered at such Time
of Delivery by the Company, the consummation of the Reorganization by
the Company and its subsidiaries and the Distribution, the entering
into and performance of the Intercompany Agreements by the Company
and its subsidiaries, the compliance by the Company with all of the
provisions of this Agreement and the International Underwriting
Agreement and the consummation of the transactions herein and therein
contemplated have in each case been duly authorized by all necessary
corporate and shareholder action on the part of the Company; the
issue and sale

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<PAGE> 13
of the Shares being delivered at such Time of Delivery by the
Company, the consummation of the Reorganization, the Distribution,
the Debt Offering, the entering into and performance of the
Intercompany Agreements by the Company and its subsidiaries, the
compliance by the Company with all of the provisions of this
Agreement and the International Underwriting Agreement and the
consummation of the transactions herein and therein contemplated have
not conflicted with or resulted in a breach or violation of any of
the terms or provisions of, or constituted a default under, and will
not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel to which the Company or any of its
Significant Subsidiaries is a party or by which the Company or any of
its Significant Subsidiaries is bound or to which any of the property
or assets of the Company or any of its Significant Subsidiaries is
subject, except for such breaches, conflicts, violations or defaults
which would not have, individually or in the aggregate with such
other breaches, conflicts, violations and defaults, a material
adverse effect on the financial position, stockholder's equity or
results of operations of the Company and its subsidiaries, considered
as a whole, and which will not affect the validity, performance or
consummation of the Reorganization, the Distribution, the Debt
Offering, the Intercompany Agreement or the transactions contemplated
by this Agreement or the International Underwriting Agreement, and
have not resulted and will not result in any violation of the
provisions of the Certificate of Incorporation or By-laws of the
Company or any statute or any order, rule or regulation of the United
States or the State of New York or the General Corporation Law of the
State of Delaware or, to the knowledge of such counsel, any order or
decree of any court or other governmental agency or body having
jurisdiction over the Company or any of its Significant Subsidiaries
or any of their properties, except that such counsel may (i) exclude
all insurance laws and (ii) assume that all such agreements are
governed by, and would be interpreted in accordance with, the laws of
the State of New York;

(v) The statements set forth in the Prospectus under the caption
"Description of Capital Stock", insofar as they purport to constitute
a summary of the terms of the Stock, and under the captions "Certain
Provisions of the Certificate of Incorporation and By-Laws of the
Company -- Delaware Statute"; and "Certain United States Federal Tax
Consequences To Non-United States Holders of Class A Common Stock",
insofar as they purport to describe the provisions of the laws and
documents referred to therein, are accurate, complete and fair; and

(vi) This Agreement and the International Underwriting Agreement
have each been duly authorized, executed and delivered by Group.

In rendering such opinion, such counsel may state that they express
no opinion as to any laws other than the laws of the State of New
York, the General Corporation Laws of the State of Delaware and the
Federal Laws of the United States in respect of matters of fact upon
certificates of officers of the Company and its subsidiaries or Group
and the Group Subsidiaries, as applicable; provided that such counsel
shall state that they believe that both you and they are justified in
relying upon such certificates and copies of such certificates are
made available to you.

Such counsel shall also have furnished to you its written statement,
dated such Time of Delivery, in form and substance satisfactory to
you, confirming that, on the basis of information gained in the
course of its representation of the Company and Group, the
Registration Statement, at the time it became effective, and the
Prospectus, as of such Time of Delivery (except the financial
statements and other information of a statistical, accounting

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<PAGE> 14
or financial nature included therein, as to which such counsel need
express no view), appeared on their face to be appropriately
responsive in all material respects to the requirements of the Act
and the applicable rules and regulations thereunder; and that such
counsel's work in connection with such matter did not disclose any
information that gave such counsel reason to believe that the
Registration Statement, at the time it became effective, contained an
untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, as of its
date or at such Time of Delivery, included or includes an untrue
statement of a material fact or omitted or omits to state a material
fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading (in each
case except for the financial statements and other information of an
accounting or financial nature included therein, as to which such
counsel need express no view).

(d) Lynda A. Godkin, Esq., general counsel to the Company, shall have
furnished to you her written opinion (a draft of such opinion is attached
as Annex II(b) hereto), dated such Time of Delivery, in form and substance
satisfactory to you, to the effect that:

(i) The Company has been duly qualified as a foreign
corporation for the transaction of business and is in good standing
under the laws of each jurisdiction in which it owns or leases
properties or conducts any business so as to require such
qualification, except where the failure to be so qualified in any
such jurisdiction would not have, individually or in the aggregate
with such other failures, a material adverse effect on the financial
position, stockholder's equity or results of operations of the
Company and its subsidiaries, considered as a whole (such counsel
being entitled to rely in respect of the opinion in this clause upon
opinions of local counsel and in respect of matters of fact upon
certificates of officers of the Company, provided that such counsel
shall state that they believe that both you and they are justified in
relying upon such opinions and certificates and copies of such
opinions and certificates are made available to you);

(ii) Each Significant Subsidiary of the Company that was
organized in the United States has been duly incorporated and is
validly existing as a corporation in good standing under the laws of
its jurisdiction of incorporation with full corporate power and
authority to own its properties and conduct its business as described
in the Properties; and all of the issued shares of capital stock of
each Significant Subsidiary have been duly and validly authorized and
issued, are fully paid and non-assessable, and (except for directors'
qualifying shares) are owned directly or indirectly by the Company,
free and clear of all liens, encumbrances, equities or claims (such
counsel being entitled to rely in respect of the opinion in this
clause upon opinions of local counsel and in respect to matters of
fact upon certificates of officers of the Company or its
subsidiaries, provided that such counsel shall state that they
believe that both you and they are justified in relying upon such
opinions and certificates);

(iii) The Company has made all required filings under
applicable insurance holding company statutes, and has received
approvals of acquisition of control and/or affiliate transactions in
each jurisdiction in which such filings or approvals are required,
except where the failure to have made such filings or to receive such
approvals in any such jurisdiction would not have, individually or in
the aggregate with such other failures, a material adverse effect on
the financial position, stockholder's equity or results of operations
of the Company and its subsidiaries, considered as a whole;

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<PAGE> 15
(iv) Each Significant Subsidiary that is required to be
organized and licensed as an insurance company in its jurisdiction of
incorporation is duly organized and licensed as an insurance company
in its respective jurisdiction of incorporation, and each Significant
Subsidiary is duly licensed or authorized as an insurer in each other
jurisdiction in which such licensing or authorization is required,
except where the failure to be so licensed or authorized in any such
jurisdiction would not have, individually or in the aggregate with
other such failures, a material adverse effect on the financial
position, stockholder's equity or results of operations of the
Company and its subsidiaries, considered as a whole; the Company and
each of its Significant Subsidiaries have all other necessary
authorizations, approvals, orders, consents, certificates, permits,
registrations or qualifications of and from all insurance regulatory
authorities to conduct their respective businesses as described in
the Prospectus, except where the failure to have such authorizations,
approvals, orders, consents, licenses, certificates, permits,
registrations or qualifications would not, individually or in the
aggregate with other such failures, have a material adverse effect on
the financial position, stockholder's equity or results of operations
of the Company and its subsidiaries, considered as a whole;

(v) The Company and each of its Significant Subsidiaries is
in compliance with the requirements of the insurance laws and
regulations of its jurisdiction of incorporation and the insurance
laws and regulations of other jurisdictions which are applicable to
the Company and each such Significant Subsidiary, and has filed all
notices, reports, documents or other information required to be filed
thereunder, except where the failure to so comply or file would not
have, individually or in the aggregate with other such failures, a
material adverse effect on the financial position, stockholder's
equity or results of operations of the Company and its subsidiaries,
considered as a whole;

(vi) To the best of such counsel's knowledge, except as
described in the Prospectus, there is no action, suit or proceeding
pending, nor is there any action, suit or proceeding threatened,
which might reasonably be expected to result in a material adverse
change in the financial condition, results of operations or business
of the Company and its subsidiaries, considered as a whole, or which
is required to be disclosed in the Registration Statement;

(vii) To the knowledge of such counsel, there are no contracts
or other documents of a character required to be filed as an exhibit
to the Registration Statement or required to be described in the
Registration Statement or the Prospectus which are not filed or
described as required;

(viii) The Company and its Significant Subsidiaries have filed
all notices, reports, documents or other information required to be
filed by them pursuant to, and have obtained all authorizations,
approvals, orders, consents, licenses, certificates, permits,
registrations or qualifications required to be obtained under, and
have otherwise complied with all requirements of, all applicable
insurance laws and regulations in connection with the consummation of
the Reorganization, the Distribution, the Debt Offering, the entering
into and performance of the Intercompany Agreements, and the issuance
and sale of Shares by the Company and the purchase and distribution
of the Shares by the Underwriters and the International Underwriters,
except for such authorizations, approvals, orders, consents,
licenses, certificates, permits, registrations or qualifications
which the failure to make, obtain or comply with would not have,
individually or in the aggregate with such other failures, a material
adverse effect on the financial position, stockholder's equity or
results of operations of the Company and its subsidiaries, considered
as a whole, and which will not affect the

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<PAGE> 16
validity, performance or consummation of the Reorganization, the
Distribution, the Debt Offering, the Intercompany Agreements or the
transactions contemplated by this Agreement and the International
Underwriting Agreement. No further filing, authorization, approval,
order, consent, license, certificate, permit, registration or
qualification of or with any court or insurance regulatory authority
or other governmental agency or body having jurisdiction over the
Company or any of its subsidiaries or any of their properties is
required for the consummation of the Reorganization, the Distribution
or the Debt Offering, the entering into and performance of the
Intercompany Agreements, the sale of Shares under this Agreement and
the International Underwriting Agreement, or the consummation of the
transactions contemplated herein and therein, except that such
counsel shall not be required to opine with respect to any Federal or
State securities laws;

(ix) The Company is not an "investment company", as such term
is defined in the Investment Company Act;

(x) The issue and sale of the Shares being delivered at such
Time of Delivery by the Company, the consummation of the
Reorganization, the Distribution and the Debt Offering, the entering
into and performance of the Intercompany Agreements, the compliance
by the Company with all of the provisions of this Agreement and the
International Underwriting Agreement and the consummation of the
transactions herein and therein contemplated have not resulted and
will not result in any violation of the provisions of any insurance
statutes or any order, rule or regulation known to such counsel of
any court or insurance regulatory authority or other governmental
agency or body having jurisdiction over the insurance operations of
the Company or any of its Significant Subsidiaries or any of their
properties; and

In rendering such opinion, such counsel may state that she expresses
no opinion as to the laws of any jurisdiction outside the United
States and in respect of matters of fact upon certificates of
officers of the Company and its subsidiaries; provided that such
counsel shall state that she believes that both you and she are
justified in relying upon such opinions and certificates and copies
of such opinions and certificates are made available to you.

Such counsel shall also have furnished to you her written statement,
dated such Time of Delivery, in form and substance satisfactory to
you, confirming that, on the basis of information gained in the
course of her representation of the Company, the Registration
Statement, at the time it became effective, and the Prospectus as of
such Time of Delivery (except the financial statements and other
information of a statistical, accounting or financial nature included
therein, as to which such counsel need express no view), appeared on
their face to be appropriately responsive in all material respects to
the requirements of the Act and the applicable rules and regulations
thereunder; and that such counsel's work in connection with such
matter did not disclose any information that gave such counsel reason
to believe that the Registration Statement, at the time it became
effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or that the
Prospectus, as of its date or at such Time of Delivery, included or
includes an untrue statement of a material fact or omitted or omits
to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made,
not misleading (in each case except for the financial statements and
other information of an accounting or financial nature included
therein, as to which such counsel need express no view).

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<PAGE> 17
(e) Michael S. Wilder, Esq., general counsel to Group, shall have
furnished to you his written opinion (a draft of such opinion is attached
as Annex II(c) hereto), dated such Time of Delivery, in form and substance
satisfactory to you, to the effect that:

(i) HAIC has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of
Connecticut; and all of the issued shares of capital stock of HAIC
have been duly and validly issued and are fully paid and
non-assessable;

(ii) Group has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of
Delaware;

(iii) Group and the Group Subsidiaries have filed all notices,
reports, documents or other information required to be filed by them
pursuant to, and have obtained all authorizations, approvals, orders,
consents, licenses, certificates, permits, registrations or
qualifications required to be obtained under, and have otherwise
complied with all requirements of, all applicable insurance laws and
regulations in connection with the consummation of the
Reorganization, the Distribution, the Debt Offering, the entering
into and performance of the Intercompany Agreements, and the issuance
and sale of Shares by the Company and the purchase and distribution
of the Shares by the Underwriters and the International Underwriters,
except for such authorizations, approvals, orders, consents,
licenses, certificates, permits, registrations or qualifications
which the failure to make, obtain or comply with would not have,
individually or in the aggregate with such other failures, a material
adverse effect on the financial position, stockholder's equity or
results of operations of the Company and its subsidiaries, considered
as a whole, and which will not affect the validity, performance or
consummation of the Reorganization, the Distribution, the Debt
Offering, the Intercompany Agreements or the transactions
contemplated by this Agreement and the International Underwriting
Agreement. No further filing, authorization, approval, order,
consent, license, certificate, permit, registration or qualification
of or with any court or insurance regulatory authority or other
governmental agency or body having jurisdiction over Group or any of
the Group Subsidiaries or any of their properties is required for the
consummation of the Reorganization, the Distribution or the Debt
Offering, the entering into and performance of the Intercompany
Agreements, the sale of Shares under this Agreement and the
International Underwriting Agreement, or the consummation of the
transactions contemplated herein and therein, except that such
counsel shall not be required to opine with respect to any Federal or
State securities laws;

(iv) To the best of such counsel's knowledge, except as
described in the Prospectus, there is no action, suit or proceeding
pending, nor is there any action, suit or proceeding threatened, in
each case against Group or any of the Group Subsidiaries for which
the Company or any of its subsidiaries would be contractually
responsible, which might reasonably be expected to result in a
material adverse change in the financial condition, results of
operations or business of the Company and its subsidiaries,
considered as a whole or which is required to be disclosed in the
Registration Statement; and

(v) The issue and sale of the Shares by the Company, the
consummation of the Reorganization and the Distribution, the entering
into and performance of the Intercompany Agreements, the compliance
by the Company and Group with all the provisions of this Agreement
and the International Underwriting Agreement which are applicable to
them and the consummation of the transactions herein and therein
contemplated have in each case been duly authorized by all necessary
corporate and shareholder action on the part of each

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<PAGE> 18
of Group and the Group Subsidiaries; the issue and sale of the Shares
by the Company, the consummation of the Reorganization, the
Distribution and the Debt Offering, the entering into and performance
of the Intercompany Agreements, the compliance by the Company and
Group with all the provisions of this Agreement and the International
Underwriting Agreement which are applicable to them and the
consummation of the transactions herein and therein contemplated have
not conflicted with or resulted in a breach or violation of any of
the terms or provisions of, or constituted a default under, and will
not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any statute,
indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument known to such counsel to which Group or any of the
Group Subsidiaries is a party or by which Group or any of the Group
Subsidiaries is bound or to which any of the property or assets of
Group or any of the Group Subsidiaries is subject, except for such
conflicts, breaches, violations or defaults as would not have,
individually or in the aggregate with such other conflicts, breaches,
violations and defaults, a material adverse effect on the Company and
its subsidiaries, considered as a whole, or which will not affect the
validity, performance or consummation of the Reorganization, the
Distribution, the Intercompany Agreements, or the transactions
contemplated by this Agreement and the International Underwriting
Agreement; nor will such actions result in any violation which
affects the validity, performance or consummation of the
Reorganization, the Distribution, the Debt Offering, the Intercompany
Agreements, or the transactions contemplated by this Agreement and
the International Underwriting Agreements of the provisions of the
Certificate of Incorporation or By-Laws of Group or any of the Group
Subsidiaries or, to the best of such counsel's knowledge, any
statute, rule or regulation or any order or decree applicable to
Group or any of the Group Subsidiaries.

In rendering such opinion, such counsel may state that he expresses
no opinion as to the laws of any jurisdiction outside the United
States and in respect of matters of fact upon certificates of
officers of Group and Group Subsidiaries; provided that such counsel
shall state that he believes that both you and he are justified in
relying upon such certificates and copies of such certificates are
made available to you.

(f) On the date of the Prospectus at a time prior to the execution of
this Agreement, at 9:30 a.m., New York City time, on the effective date of
any post-effective amendment to the Registration Statement filed
subsequent to the date of this Agreement and also at each Time of
Delivery, Arthur Andersen LLP shall have furnished to you a letter or
letters, dated the respective dates of delivery thereof, in form and
substance satisfactory to you, to the effect set forth in Annex I hereto.
The executed copy of the letter delivered prior to the execution of this
Agreement is attached as Annex 1(a) hereto and a draft of the form of
letter to be delivered on the effective date of any post-effective
amendment to the Registration Statement and as of each Time of Delivery is
attached as Annex 1(b) hereto;

(g)(i) Except as described in or contemplated by the Registration
Statement and the Prospectus, there has not been any material adverse
change in, or any adverse development which materially affects, the
business, properties, financial condition or results of operations of the
Company and its subsidiaries, considered as a whole, from the dates as of
which information is given in the Registration Statement and the
Prospectus; and (ii) except as contemplated in the Prospectus, since the
respective dates as of which information is given in the Prospectus there
shall not have been any change in the capital stock or long-term debt of
the Company or any of its subsidiaries or any change, or any development
involving a prospective change, in or affecting the business affairs,
management, financial position, stockholder's equity or results of
operations

-18-
<PAGE> 19
(in each case considered on either a statutory or GAAP basis) of the
Company and its subsidiaries, taken as a whole, otherwise than as set
forth or contemplated in the Prospectus, the effect of which, in any such
case described in Clause (i) or (ii), is in the reasonable judgment of the
Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Shares being delivered at such Time of Delivery on the terms and in the
manner contemplated in the Prospectus;

(h) On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded Hartford Fire Insurance Company's or the
Company's or any of its Significant Subsidiaries' debt securities or
financial strength or claims paying ability by any of Moody's Investor
Services, Inc., Standard & Poor's, A.M. Best Company, Inc. or Duff &
Phelps Credit Rating Co. and (ii) no such organization shall have publicly
announced [(except for such announcements as are specifically set forth in
the Prospectus dated the date hereof)] that it has under surveillance or
review, with possible negative implications, its rating of any of Hartford
Fire Insurance Company's, the Company's or any of its Significant
Subsidiaries' debt securities or financial strength or claims paying
ability, the effect of which, in any case described in Clause (i) or (ii),
is in your reasonable judgment so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Shares being delivered at such Time of Delivery on the
terms and in the manner contemplated in the Prospectus;

(i) On or after the date hereof there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in
securities generally on the Exchange; (ii) a suspension or material
limitation in trading in the Company's securities on the Exchange; (iii) a
general moratorium on commercial banking activities declared by either
Federal or New York State authorities; or (iv) the outbreak or escalation
of hostilities involving the United States or the declaration by the
United States of a national emergency or war, if the effect of any such
event specified in this clause (iv) in the reasonable judgment of the
Representatives makes it impracticable or inadvisable to proceed with the
public offering or the delivery of the Shares being delivered at such Time
of Delivery on the terms and in the manner contemplated in the Prospectus;

(j) The Shares to be sold at such Time of Delivery shall have been
duly listed, subject to notice of issuance, on the Exchange;

(k) The Company shall have obtained and delivered to the Underwriters
executed copies of an agreement from certain officers and directors of the
Company and Group, listed on Annex III hereto in the form of Annex IV
hereto; and

(l) Each of Group and the Company shall have furnished or caused to
be furnished to you at such Time of Delivery certificates of officers of
Group and of the Company satisfactory to you as to the accuracy of the
representations and warranties of Group and the Company herein at and as
of such Time of Delivery, as to the performance by Group and the Company
of all of its obligations hereunder to be performed at or prior to such
Time of Delivery, as to the matters set forth in subsections (a) and (g)
of this Section and as to such other matters as you may reasonably
request.

-19-
<PAGE> 20
or the Prospectus, or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that the Company and Group shall not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in any Preliminary Prospectus, the Registration Statement or the
Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through Goldman, Sachs & Co. expressly for use therein and; provided, further,
that neither the Company nor Group shall be liable to any Underwriter under the
indemnity agreement in this subsection (a) with respect to any Preliminary
Prospectus to the extent that a court of competent jurisdiction has found by
final and nonappealable order that any such loss, claim, damage or liability of
such Underwriter results from the fact that such Underwriter sold Shares to a
person to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus as then amended or
supplemented (it being understood that if at the time of any such claim such
Underwriter shall certify that it has sent or given the Prospectus as then
amended or supplemented to any person making such claim at or prior to the
written confirmation of such sale, it shall be presumed that such Prospectus has
been so sent or given unless the Company or Group shall have sustained the
burden of proving, in a court of competent jurisdiction by a final and
nonappealable order, that the facts are otherwise), if (i) such delivery to such
person is required by Section 5 of the Act, (ii) the Company or Group has
furnished copies of such Prospectus as amended or supplemented to such
Underwriter a reasonable period of time prior to the Underwriter being required
so to deliver such Prospectus as amended or supplemented and (iii) such
Prospectus as amended or supplemented corrected the untrue or alleged untrue
statement or omission or alleged omission of material fact contained in the
Preliminary Prospectus.

(b) Each Underwriter will indemnify and hold harmless the Company and
Group against any losses, claims, damages or liabilities to which the Company
and Group may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Prospectus, the Registration Statement or
the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through Goldman, Sachs & Co. expressly for use therein; and will reimburse the
Company and Group for any legal or other expenses reasonably incurred by the
Company or Group in connection with investigating or defending any such action
or claim as such expenses are incurred.

-20-
<PAGE> 21
obligation provided in paragraph (a) or (b) above. In case any such action shall
be brought against any indemnified party and it shall notify promptly the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. It is understood and agreed that the
indemnifying party shall, in connection with any one such action, suit or
proceeding or separate but substantially similar or related actions, suits or
proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of only one
separate firm of attorneys (in addition to any local counsel) at any time for
all indemnified parties not having actual or potential differing interests among
themselves. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of any indemnified
party.

(d) If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Shares. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwriters
on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering of the Shares purchased under this Agreement (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters with respect to the
Shares purchased under this Agreement, in each case as set forth in the table on
the cover page of the Prospectus. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or Group on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company, Group and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to above in this subsection (d).
The amount paid or payable by an indemnified

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<PAGE> 22
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

(e) Group's obligation to indemnify, reimburse and/or contribute to the
Underwriters as specified in subsections (a), (c) and (d) above shall arise only
in the circumstance where, and only to the extent that, the Company is unable to
satisfy its obligations to indemnify, reimburse and/or contribute to the
Underwriters ("Company Obligations") as specified above by virtue of the
Company's inability, after reasonable efforts to obtain other sources of funds,
to obtain funds satisfactory to satisfy Company Obligations in full from the
Company's subsidiaries by virtue of insurance regulatory restrictions (formal or
informal) preventing funds from being so obtained. The Company shall indemnify,
reimburse and/or contribute to Group for any losses, damages or liabilities
Group suffers to the Underwriters pursuant to the foregoing sentence.
Notwithstanding the foregoing, Group's obligation to indemnify, reimburse and/or
contribute to the Underwriters as specified in subsections (a), (c) and (d)
above with respect to statements or omissions made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any amendment or
supplement thereto in reliance upon and in conformity with written information
furnished to the Company by or on behalf of Group expressly for use therein
shall not be subject to the limitations of this subsection (e).

(f) The obligations of the Company and Group under this Section 8 shall be
in addition to any liability which the Company and Group may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations of
the Underwriters under this Section 8 shall be in addition to any liability
which the respective Underwriters may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Company and Group
(including any person who, with his or her consent, is named in the Registration
Statement as about to become a director of the Company) and to each person, if
any, who controls the Company or Group within the meaning of the Act.

9. (a) If any Underwriter shall default in its obligation to purchase the
Shares which it has agreed to purchase hereunder at a Time of Delivery, you may
in your discretion arrange for you or another party or other parties to purchase
such Shares on the terms contained herein. If within thirty-six hours after such
default by any Underwriter you do not arrange for the purchase of such Shares,
then the Company shall be entitled to a further period of thirty-six hours
within which to procure another party or other parties reasonably satisfactory
to you to purchase such Shares on such terms. In the event that, within the
respective prescribed periods, you notify the Company that you have so arranged
for the purchase of such Shares, or the Company notifies you that it has so
arranged for the purchase of such Shares, you or the Company shall have the
right to postpone Time of Delivery for a period of not more than seven days, in
order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments to the
Registration Statement or the Prospectus which in your opinion may thereby be
made necessary. The term "Underwriter" as used

-22-
<PAGE> 23
in this Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to this Agreement with
respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased does not exceed one-eleventh of the aggregate number of all
the Shares to be purchased at such Time of Delivery, then the Company shall have
the right to require each non-defaulting Underwriter to purchase the number of
Shares which such Underwriter agreed to purchase hereunder at such Time of
Delivery and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the number of Shares which such
Underwriter agreed to purchase hereunder) of the Shares of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.

(c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased exceeds one-eleventh of the aggregate number of all the
Shares to be purchased at such Time of Delivery, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Shares of a defaulting Underwriter or Underwriters,
then this Agreement (or, with respect to the Second Time of Delivery, the
obligations of the Underwriters to purchase and of the Company to sell the
Optional Shares) shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be borne
by the Company and the Underwriters as provided in Section 6 hereof and the
indemnity and contribution agreements in Section 8 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, Group and the several Underwriters, as set
forth in this Agreement or made by or on behalf of them, respectively, pursuant
to this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company
or Group, or any officer or director or controlling person of the Company or
Group, and shall survive delivery of and payment for the Shares.

11. If this Agreement shall be terminated solely pursuant to Section 7(b),
or Section 9 hereof, the Company shall not then be under any liability to any
Underwriter except as provided in Sections 6 and 8 hereof; but, if for any other
reason, Shares are not delivered by or on behalf of the Company as provided
herein (other than in respect of a breach of this Agreement by any Underwriter
or a violation of applicable law or regulation by any Underwriter), the Company
will reimburse the Underwriters through you for all out-of-pocket expenses
approved in writing by you, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of the Shares not so delivered, but the Company shall then be
under no further liability to any Underwriter in respect of the Shares not so
delivered except as provided in Sections 6 and 8 hereof.

12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives.

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<PAGE> 24
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., 85 Broad Street, New York, New York 10004, Attention: Registration
Department; if to the Company shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: General Counsel; and if to Group shall be
delivered or sent by mail, telex or facsimile transmission to Hartford Plaza,
Hartford, CT 06115, Attention: Corporate Secretary; provided, however, that any
notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or
sent by mail, telex or facsimile transmission to such Underwriter at its address
set forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by you upon
request. Any such statements, requests, notices or agreements shall take effect
at the time of receipt thereof.

13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company, Group and, to the extent provided in Sections
8 and 10 hereof, the officers and directors of the Company and Group and each
person who controls the Company, Group or any Underwriter, and their respective
heirs, executors, administrators, successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement. No
purchaser of any of the Shares from any Underwriter shall be deemed a successor
or assign by reason merely of such purchase.

14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.

If the foregoing is in accordance with your understanding, please sign and
return to us 10 counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement among each of the Underwriters, the Company and
Group. It is understood that your acceptance of this letter on behalf

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<PAGE> 25
of each of the Underwriters is pursuant to the authority set forth in a form of
Agreement among Underwriters (U.S. Version), the form of which shall be
submitted to the Company for examination upon request, but without warranty on
your part as to the authority of the signers thereof.

Very truly yours,

HARTFORD LIFE, INC.

By:__________________________________
Name:
Title:

ITT HARTFORD GROUP, INC.

By:__________________________________
Name:
Title:

Accepted as of the date hereof:

Goldman, Sachs & Co.
Dean Witter Reynolds Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. Incorporated
Smith Barney Inc.

By:__________________________________
(Goldman, Sachs & Co.)

On behalf of each of the Underwriters

-25-
<PAGE> 26
SCHEDULE I

<TABLE>
<CAPTION>
NUMBER OF OPTIONAL
TOTAL NUMBER OF SHARES TO BE
FIRM SHARES TO PURCHASED IF MAXIMUM
UNDERWRITER BE PURCHASED OPTION EXERCISED
----------- --------------- --------------------

<S> <C> <C>
Goldman, Sachs & Co. ....................................
Dean Witter Reynolds Inc.................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.............................
Morgan Stanley & Co. Incorporated........................
Smith Barney Inc.........................................

Total....................................
</TABLE>

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<PAGE> 27
ANNEX I

Pursuant to Section 7(f) of the Underwriting Agreement, Arthur Andersen
LLP shall furnish letters to the Underwriters to the effect that:

(i) They are independent certified public accountants with respect
to the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;

(ii) In their opinion, the financial statements and any supplementary
financial information and schedules (and, if applicable, financial
forecasts and/or pro forma financial information) audited by them and
included in the Prospectus or the Registration Statement comply as to form
in all material respects with the applicable accounting requirements of
the Act and the related published rules and regulations thereunder; and,
if applicable, they have made a review in accordance with standards
established by the American Institute of Certified Public Accountants of
the unaudited consolidated interim financial statements, selected
financial data, pro forma financial information, financial forecasts
and/or condensed financial statements derived from audited financial
statements of the Company for the periods specified in such letter, as
indicated in their reports thereon, copies of which have been furnished to
the representatives of the Underwriters (the "Representatives");

(iii) They have made a review in accordance with standards
established by the American Institute of Certified Public Accountants of
the unaudited condensed consolidated statements of income, consolidated
balance sheets and consolidated statements of cash flows included in the
Prospectus as indicated in their reports thereon copies of which have been
furnished to the Representatives and on the basis of specified procedures
including inquiries of officials of the Company who have responsibility
for financial and accounting matters regarding whether the unaudited
condensed consolidated financial statements referred to in paragraph
(vi)(A)(i) below comply as to form in all material respects with the
applicable accounting requirements of the Act and the related published
rules and regulations, nothing came to their attention that caused them to
believe that the unaudited condensed consolidated financial statements do
not comply as to form in all material respects with the applicable
accounting requirements of the Act and the related published rules and
regulations;

(iv) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company
for the three most recent fiscal years included in the Prospectus agrees
with the corresponding amounts (after restatements where applicable) in
the audited consolidated financial statements for such three fiscal years;

(v) They have compared the information in the Prospectus under
selected captions with the disclosure requirements of Regulation S-K and
on the basis of limited procedures specified in such letter nothing came
to their attention as a result of the foregoing procedures that caused
them to believe that this information does not conform in all material
respects with the disclosure requirements of Items 301, 302 and 402,
respectively, of Regulation S-K;

(vi) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial
<PAGE> 28
statements and other information referred to below, a reading of the
latest available interim financial statements of the Company and its
subsidiaries, inspection of the minute books of the Company and its
subsidiaries since the date of the latest audited financial statements
included in the Prospectus, inquiries of officials of the Company and its
subsidiaries responsible for financial and accounting matters and such
other inquiries and procedures as may be specified in such letter, nothing
came to their attention that caused them to believe that:

(A) the unaudited consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows
included in the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the Act and
the related published rules and regulations, or (ii) any material
modifications should be made to the unaudited condensed consolidated
statements of income, consolidated balance sheets and consolidated
statements of cash flows included in the Prospectus for them to be in
conformity with generally accepted accounting principles;

(B) any other unaudited income statement data and balance sheet
items included in the Prospectus do not agree with the corresponding
items in the unaudited consolidated financial statements from which
such data and items were derived, and any such unaudited data and
items were not determined on a basis substantially consistent with
the basis for the corresponding amounts in the audited consolidated
financial statements included in the Prospectus;

(C) the unaudited financial statements which were not included
in the Prospectus but from which were derived any unaudited condensed
financial statements referred to in Clause (A) and any unaudited
income statement data and balance sheet items included in the
Prospectus and referred to in Clause (B) were not determined on a
basis substantially consistent with the basis for the audited
consolidated financial statements included in the Prospectus;

(D) any unaudited pro forma consolidated condensed financial
statements included in the Prospectus do not comply as to form in all
material respects with the applicable accounting requirements of the
Act and the published rules and regulations thereunder or the pro
forma adjustments have not been properly applied to the historical
amounts in the compilation of those statements;

(E) as of a specified date not more than five days prior to the
date of such letter, there have been any changes in the consolidated
capital stock (other than issuances of capital stock upon exercise of
options and stock appreciation rights, upon earn-outs of performance
shares and upon conversions of convertible securities, in each case
which were outstanding on the date of the latest financial statements
included in the Prospectus) or any increase in the consolidated
long-term debt of the Company and its subsidiaries, or any decreases
in consolidated total assets or stockholders' equity or other items
specified by the Representatives, or any increases in any items
specified by the Representatives, in each case as compared with
amounts shown in the latest balance sheet included in the Prospectus,
except in each case for changes, increases or decreases which the
Prospectus discloses have occurred or may occur or which are
described in such letter; and

(F) for the period from the date of the latest financial
statements included in the Prospectus to the specified date referred
to in Clause (E) there were any decreases in consolidated total
revenues or income before taxes or the total or per share amounts of

I-2
<PAGE> 29
consolidated net income or other items specified by the
Representatives, or any increases in any items specified by the
Representatives, in each case as compared with the comparable period
of the preceding year and with any other period of corresponding
length specified by the Representatives, except in each case for
decreases or increases which the Prospectus discloses have occurred
or may occur or which are described in such letter; and

(vii)In addition to the audits referred to in their report(s)
included in the Prospectus and the limited procedures, inspection of
minute books, inquiries and other procedures referred to in paragraphs
(iii) and (vi) above, they have carried out certain specified procedures,
not constituting an audit in accordance with generally accepted auditing
standards, with respect to certain amounts, percentages and financial
information specified by the Representatives, which are derived from the
general accounting records of the Company and its subsidiaries, which
appear in the Prospectus, or in Part II of, or in exhibits and schedules
to, the Registration Statement specified by the Representatives, and have
compared certain of such amounts, percentages and financial information
with the accounting records of the Company and its subsidiaries and have
found them to be in agreement.

I-3
<PAGE> 30
ANNEX II(a)

Form of Opinion of Cravath, Swaine & Moore
<PAGE> 31
ANNEX II(b)

Form of Opinion of Lynda A. Godkin, Esq.
<PAGE> 32
ANNEX II(c)

Form of Opinion of Michael S. Wilder, Esq.
<PAGE> 33
ANNEX III

List of Officers and Directors
Subject to Lock-Up

Group Directors and Officers

Company Directors and Officers
<PAGE> 34
ANNEX IV

Form of Lock-Up Agreement

_______, 1997

Goldman, Sachs & Co.,
Dean Witter Reynolds, Inc.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
Morgan Stanley & Co. Incorporated,
Smith Barney Inc.,
as Representatives of the
several Underwriters named
in the Underwriting Agreement (U.S. Version)
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

Goldman Sachs International,
Dean Witter International Limited,
Merrill Lynch International,
Morgan Stanley & Co. International Limited,
Smith Barney Inc.,
as Representatives of the
several Underwriters named
in the Underwriting Agreement (International Version)
c/o Goldman Sachs International,
Peterborough Court,
133 Fleet Street,
London EC4A 2BB England.

Re: Proposed Public Offering of Common Stock
of Hartford Life, Inc.

Ladies and Gentleman:

This agreement relates to the proposed initial public offering of
shares (the "Shares") of the Class A Common Stock, par value $.01 per share (the
"Common Stock"), of Hartford Life, Inc., a corporation incorporated under the
laws of the State of Delaware (the "Company"), for which a Registration
Statement on Form S-1 has been filed with the Securities and Exchange
Commission.

In connection with such offering, the Company will enter into an
Underwriting Agreement (U.S. Version) (the "U.S. Underwriting Agreement"), with
the several Underwriters to be listed on Schedule I thereto (the "U.S.
Underwriters") for whom Goldman, Sachs & Co., Dean Witter Reynolds, Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated and Smith
<PAGE> 35
Barney Inc. are acting as representatives (the "U.S. Representatives"), and an
Underwriting Agreement (International Version) (the "International Underwriting
Agreement" and, together with the U.S. Underwriting Agreement, the "Underwriting
Agreements"), with the several Underwriters to be listed on Schedule I to the
International Underwriting Agreement (the "International Underwriters" and,
together with the U.S. Underwriters, the "Underwriters") for whom Goldman Sachs
International, Dean Witter International Limited, Morgan Stanley & Co.
International Limited and Smith Barney Inc. are acting as representatives (the
"International Representatives" and together with the U.S. Representatives, the
"Representatives" ). To facilitate the marketing of Shares to be sold in the
public offering and in consideration of the Underwriters entering into the
Underwriting Agreements, the undersigned hereby irrevocably confirms, covenants
and agrees for the benefit of the Company and the Underwriters as follows:

(i) The undersigned will not (and will not permit any other person
who holds of record any of the undersigned's shares of Common Stock to),
directly or indirectly, sell, offer to sell, contract to sell, grant any
option for the sale of or otherwise dispose of any shares of Common Stock
or any securities of the Company substantially similar to the Common Stock
or any security convertible or exchangeable into, or exercisable for,
Common Stock or securities that are substantially similar to Common Stock,
during the period beginning from the date of this agreement and continuing
to and including the date 180 days after the date of the Prospectus (as
defined in the Underwriting Agreement), without the prior written consent
of the Representatives.

(ii) The undersigned acknowledges (a) the sufficiency of the
consideration for this agreement and (b) that the decision, if any, of the
Underwriters to enter into the Underwriting Agreements will be made in
part in reliance upon the undersigned entering into, and abiding by the
terms of, this agreement.

(iii) The undersigned acknowledges and agrees that the covenants and
agreements set forth herein are in addition to and not in lieu of the
provisions of any agreements or instruments defining the rights of the
undersigned.

(iv) All consents, approvals, authorizations and orders necessary for
the execution and delivery by the undersigned of this Agreement have been
obtained; the undersigned has full right, power and authority to enter
into this Agreement; and this Agreement has been duly executed and
delivered by the undersigned and constitutes a valid and legally binding
obligation of the undersigned enforceable in accordance with its terms;
and

(v) The compliance by the undersigned with all of the provisions of
this Agreement will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, any
statute, indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the undersigned is a party or by which
the undersigned is bound or to which any of the property or assets of the
undersigned is subject, nor will such action result in any violation of
the provisions of the Certificate of Incorporation or By-laws of the
undersigned, if the undersigned is a corporation, the partnership
agreement of the undersigned, if the undersigned is a partnership, or any
other organizational documents of the undersigned, or any statute, rule or
regulation or, to the knowledge of the undersigned, any order or decree of
any court or governmental agency or body having jurisdiction over the
undersigned or the property of the undersigned.

This agreement shall be governed by and construed in accordance with
the laws of the State of New York.

IV-2
<PAGE> 36
Very truly yours,

______________________________

Name:_________________________

Title:________________________

IV-3

<PAGE> 1
EXHIBIT 1.2

HARTFORD LIFE, INC.

CLASS A COMMON STOCK
(PAR VALUE $0.01 PER SHARE)

UNDERWRITING AGREEMENT
(INTERNATIONAL VERSION)

, 1997
Goldman Sachs International,
Dean Witter International Ltd.,
Merrill Lynch International,
Morgan Stanley & Co. International Limited,
Smith Barney Inc.,
As representatives of the several Underwriters
named in Schedule I hereto,
c/o Goldman Sachs International,
Peterborough Court,
133 Fleet Street,
London EC4A 2BB, England.

Ladies and Gentlemen:

It is understood and agreed to by all parties that the Company and Group
are concurrently entering into an agreement, a copy of which is attached hereto
(the "U.S. Underwriting Agreement"), providing for the offering by the Company
of up to a total of .... shares of Stock (the "U.S. Shares") including the
overallotment option thereunder through arrangements with certain underwriters
in the United States (the "U.S. Underwriters"), for whom Goldman, Sachs & Co.,
Dean Witter Reynolds Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated and Smith Barney Inc. are acting as
representatives. Anything herein and therein to the contrary notwithstanding,
the respective closings under this Agreement and the U.S. Underwriting Agreement
are hereby expressly made conditional on one another. The Underwriters hereunder
and the U.S. Underwriters are simultaneously entering into an Agreement between
U.S. and International Underwriting Syndicates (the "Agreement between
Syndicates") which provides, among other things, for the transfer of shares of
Stock between the two syndicates and for consultation by the Lead Managers
hereunder with Goldman, Sachs & Co. prior to exercising the rights of the
Underwriters under
<PAGE> 2
Section 7 hereof. Two forms of prospectus are to be used in connection with the
offering and sale of shares of Stock contemplated by the foregoing, one relating
to the Shares hereunder and the other relating to the U.S. Shares. The latter
form of prospectus will be identical to the former except for certain substitute
pages as included in the registration statement and amendments thereto as
mentioned below. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except
as the context may otherwise require, references hereinafter to the Shares shall
include all of the shares of Stock which may be sold pursuant to either this
Agreement or the U.S. Underwriting Agreement, and references herein to any
prospectus whether in preliminary or final form, and whether as amended or
supplemented, shall include both of the U.S. and the international versions
thereof.

In addition, this Agreement incorporates by reference certain provisions
from the U.S. Underwriting Agreement (including the related definitions of
terms, which are also used elsewhere herein) and, for purposes of applying the
same, references (whether in these precise words or their equivalent) in the
incorporated provisions to the "Underwriters" shall be to the Underwriters
hereunder, to the "Shares" shall be to the Shares hereunder as just defined, to
"this Agreement" (meaning therein the U.S. Underwriting Agreement) shall be to
this Agreement (except where this Agreement is already referred to or as the
context may otherwise require) and to the representatives of the Underwriters or
to Goldman, Sachs & Co. shall be to the addressees of this Agreement and to
Goldman Sachs International ("GSI"), and, in general, all such provisions and
defined terms shall be applied mutatis mutandis as if the incorporated
provisions were set forth in full herein having regard to their context in this
Agreement as opposed to the U.S. Underwriting Agreement.

1. (a) The Company hereby makes with the Underwriters the same
representations, warranties and agreements as are set forth in Section 1(a) of
the U.S. Underwriting Agreement, which Section is incorporated herein by this
reference.

(b) Group hereby makes with the Underwriters the same representations,
warranties and agreements as are set forth in Section 1(b) of the U.S.
Underwriting Agreement, which Section is incorporated herein by this reference.

2. Subject to the terms and conditions herein set forth, (a) the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
a purchase price per share of $ , the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I hereto and (b) in the event
and to the extent that the Underwriters shall exercise the election to purchase
Optional Shares as provided below, the Company agrees to issue and sell to each
of the Underwriters, and each of the Underwriters agrees, severally and not
jointly, to purchase from the Company, at the purchase price per share set forth
in clause (a) of this Section 2, that portion of the number of Optional Shares
as to which such election shall have been exercised (to be adjusted by you so as
to eliminate fractional shares) determined by multiplying such number of
Optional Shares by a fraction the numerator of which is the maximum number of
Optional Shares which such Underwriter is entitled to purchase as set forth
opposite the name of such Underwriter in Schedule I hereto and the denominator
of which is the maximum number of Optional Shares that all of the Underwriters
are entitled to purchase hereunder.

2
<PAGE> 3
election to purchase Optional Shares may be exercised only by written notice
from you to the Company, given within a period of 30 calendar days after the
date of this Agreement, setting forth the aggregate number of Optional Shares to
be purchased and the date on which such Optional Shares are to be delivered, as
determined by you but in no event earlier than the First Time of Delivery (as
defined in Section 4 hereof) or, unless you and the Company otherwise agree in
writing, no earlier than two or later than ten business days after the date of
such notice.

3. Upon the authorization by GSI of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus and in the forms of Agreement among
Underwriters (International Version) and Selling Agreements, which have been
previously submitted to the Company by you. Each Underwriter hereby makes to and
with the Company the representations and agreements of such Underwriter as a
member of the selling group contained in Sections 3(d) and 3(e) of the form of
Selling Agreements.

4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as GSI may request upon at least forty-eight hours' prior notice to the
Company shall be delivered by or on behalf of the Company to GSI, through the
facilities of the Depository Trust Company ("DTC"), for the account of such
Underwriter, against payment by or on behalf of such Underwriter of the purchase
price therefor by wire transfer of same day funds, payable to the order of the
Company. The Company will cause the certificates representing the Shares to be
made available for checking and packaging at least twenty-four hours prior to
the Time of Delivery (as defined below) with respect thereto at the office of
DTC or its designated custodian (the "Designated Office"). The time and date of
such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m.,
New York City time, on , 1997 or such other time and date as GSI
and the Company may agree upon in writing, and, with respect to the Optional
Shares, 9:30 a.m., New York City time, on the date specified by GSI in the
written notice given by GSI of the Underwriters' election to purchase such
Optional Shares, or such other time and date as GSI and the Company may agree
upon in writing. Such time and date for delivery of the Firm Shares is herein
called the "First Time of Delivery", such time and date for delivery of the
Optional Shares, if not the First Time of Delivery, is herein called the "Second
Time of Delivery", and each such time and date for delivery is herein called a
"Time of Delivery".

(b) The documents to be delivered at each Time of Delivery by or on behalf
of the parties hereto pursuant to Section 7 of the U.S. Underwriting Agreement,
including the cross receipt for the Shares and any additional documents
requested by the Underwriters pursuant to Section 7(l) of the U.S. Underwriting
Agreement hereof, will be delivered at the offices of Sullivan & Cromwell, 125
Broad Street, New York, New York 10004 (the "Closing Location"), and the Shares
will be delivered at the Designated Office, all at such Time of Delivery. A
meeting will be held at the Closing Location at 2:00 p.m., New York City time,
on the New York Business Day next preceding such Time of Delivery, at which
meeting the final drafts of the documents to be delivered pursuant to the
preceding sentence will be available for review by the parties hereto. For the
purposes of this Section 4, "New York Business Day" shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in New York are generally authorized or obligated by law or
executive order to close.

3
<PAGE> 4
5. The Company and Group hereby make to the Underwriters the same
agreements as are set forth in Sections 5(a) and 5(b), respectively, of the U.S.
Underwriting Agreement, which Sections are incorporated herein by this
reference.

6. The Company and the Underwriters hereby agree with respect to certain
expenses on the same terms as are set forth in Section 6 of the U.S.
Underwriting Agreement, which Section is incorporated herein by this reference.

7. Subject to the provisions of the Agreement between Syndicates, the
obligations of the Underwriters hereunder shall be subject, in their discretion,
at each Time of Delivery, to the condition that all representations and
warranties and other statements of the Company and Group herein are, at and as
of such Time of Delivery, true and correct, the condition that the Company and
Group shall have performed all of its obligations hereunder theretofore to be
performed, and additional conditions identical to those set forth in Section 7
of the U.S. Underwriting Agreement, which Section is incorporated herein by this
reference.

8. (a) The Company and Group, jointly and severally, will indemnify and
hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company and Group shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, the Registration Statement or the Prospectus or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through GSI expressly
for use therein and; provided, further, that neither the Company nor Group shall
be liable to any Underwriter under the indemnity agreement in this subsection
(a) with respect to any Preliminary Prospectus to the extent that a court of
competent jurisdiction has found by final and nonappealable order that any such
loss, claim, damage or liability of such Underwriter results from the fact that
such Underwriter sold Shares to a person to whom there was not sent or given, at
or prior to the written confirmation of such sale, a copy of the Prospectus as
then amended or supplemented (it being understood that if at the time of any
such claim such Underwriter shall certify that it has sent or given the
Prospectus as then amended or supplemented to any person making such claim at or
prior to the written confirmation of such sale, it shall be presumed that such
Prospectus has been so sent or given unless the Company or Group shall have
sustained the burden of proving, in a court of competent jurisdiction by a final
and nonappealable order, that the facts are otherwise), if (i) such delivery to
such person is required by Section 5 of the Act, (ii) the Company or Group has
furnished copies of such Prospectus as amended or supplemented to such
Underwriter a reasonable period of time prior to the Underwriter being required
so to deliver such Prospectus as amended or supplemented and (iii) such
Prospectus as amended or supplemented corrected the untrue or alleged untrue
statement or omission or alleged omission of material fact contained in the
Preliminary Prospectus.

4
<PAGE> 5
(b) Each Underwriter will indemnify and hold harmless the Company and Group
against any losses, claims, damages or liabilities to which the Company and
Group may become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement or Prospectus or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through GSI expressly
for use therein; and will reimburse the Company and Group for any legal or other
expenses reasonably incurred by the Company or Group in connection with
investigating or defending any such action or claim as such expenses are
incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party (i)
shall not relieve it from any liability which it may have to any indemnified
party under such subsection unless and to the extent it did not otherwise learn
of such action and such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraph (a) or (b)
above. In case any such action shall be brought against any indemnified party
and it shall notify promptly the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. It is understood and agreed that the indemnifying party shall, in
connection with any one such action, suit or proceeding or separate but
substantially similar or related actions, suits or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of only one separate firm of
attorneys (in addition to any local counsel) at any time for all indemnified
parties not having actual or potential differing interests among themselves. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party.

5
<PAGE> 6
(d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Shares. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwriters
on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering of the Shares purchased under this Agreement (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters with respect to the
Shares purchased under this Agreement, in each case as set forth in the table on
the cover page of the Prospectus. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or Group on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company, Group and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to above in this subsection (d).
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Shares underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.

6
<PAGE> 7
subsidiaries by virtue of insurance regulatory restrictions (formal or informal)
preventing funds from being so obtained. The Company shall indemnify, reimburse
and/or contribute to Group for any losses, damages or liabilities Group suffers
to the Underwriters pursuant to the foregoing sentence. Notwithstanding the
foregoing, Group's obligation to indemnify, reimburse and/or contribute to the
Underwriters as specified in subsections (a), (c) and (d) above with respect to
statements or omissions made in any Preliminary Prospectus, the Registration
Statement or the Prospectus or any amendment or supplement thereto in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of Group expressly for use therein shall not be subject to the
limitations of this subsection (e).

9. (a) If any Underwriter shall default in its obligation to purchase the
Shares which it has agreed to purchase hereunder at a Time of Delivery, you may
in your discretion arrange for you or another party or other parties to purchase
such Shares on the terms contained herein. If within thirty-six hours after such
default by any Underwriter you do not arrange for the purchase of such Shares,
then the Company shall be entitled to a further period of thirty-six hours
within which to procure another party or other parties reasonably satisfactory
to you to purchase such Shares on such terms. In the event that, within the
respective prescribed periods, you notify the Company that you have so arranged
for the purchase of such Shares, or the Company notifies you that it has so
arranged for the purchase of such Shares, you or the Company shall have the
right to postpone such Time of Delivery for a period of not more than seven
days, in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments to the
Registration Statement or the Prospectus which in your opinion may thereby be
made necessary. The term "Underwriter" as used in this Agreement shall include
any person substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased does not exceed one-eleventh of the aggregate number of all
the Shares to be purchased at such Time of Delivery, then the Company shall have
the right to require each non-defaulting Underwriter to purchase the number of
shares which such Underwriter agreed to purchase hereunder at such Time of
Delivery and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the number of Shares which such
Underwriter agreed to purchase hereunder) of the Shares of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.

7
<PAGE> 8
(c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased exceeds one-eleventh of the aggregate number of all the
Shares to be purchased at such Time of Delivery, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Shares of a defaulting Underwriter or Underwriters,
then this Agreement (or, with respect to the Second Time of Delivery, the
obligation of the Underwriters to purchase and of the Company to sell the
Optional Shares) shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be borne
by the Company and the Underwriters as provided in Section 6 hereof and the
indemnity and contribution agreements in Section 8 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

10. The respective indemnities, agreements, representations, warranties and
other statements of the Company, Group and the several Underwriters, as set
forth in this Agreement or made by or on behalf of them, respectively, pursuant
to this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company
or Group, or any officer or director or controlling person of the Company or
Group, and shall survive delivery of and payment for the Shares.

11. If this Agreement shall be terminated pursuant to Section 7(b) of U.S.
Underwriting Agreement, as incorporated by reference to Section 7 hereof, or
Section 9 hereof, the Company shall not then be under any liability to any
Underwriter except as provided in Section 6 and Section 8 hereof, but, if for
any other reason any Shares are not delivered by or on behalf of the Company as
provided herein (other than in respect of a breach or violation of applicable
law or regulation by any Underwriter), the Company will reimburse the
Underwriters through GSI for all out-of-pocket expenses approved in writing by
GSI, including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Shares not so delivered, but the Company shall then be under no further
liability to any Underwriter in respect of the Shares not so delivered except as
provided in Sections 6 and 8 hereof.

12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by GSI on behalf of you as the representatives of the
Underwriters.

All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the Underwriters in care of GSI, Peterborough Court,
133 Fleet Street, London EC4A 2BB, England, Attention: Equity Capital Markets,
Telex No. 94012165, facsimile transmission No. (071) 774-1550; and if to the
Company shall be delivered or sent by registered mail, telex or facsimile
transmission to the address of the Company set forth in the Registration
Statement, Attention: General Counsel; and if to Group shall be delivered or
sent by mail, telex or facsimile transmission to Hartford Plaza, Hartford, CT
06115 Attention: Corporate Secretary; provided, however, that any notice to an
Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail,
telex or facsimile transmission to such Underwriter at its address set forth in
its Underwriters' Questionnaire, or telex constituting such Questionnaire, which
address will be supplied to the Company by GSI upon request. Any

8
<PAGE> 9
such statements, requests, notices or agreements shall take effect upon receipt
thereof.

14. Time shall be of the essence of this Agreement.

15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

9
<PAGE> 10
16. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.
If the foregoing is in accordance with your understanding, please sign and
return to us 10 counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement among each of the Underwriters, the Company and
Group. It is understood that your acceptance of this letter on behalf of each of
the Underwriters is pursuant to the authority set forth in a form of Agreement
among Underwriters (International Version), the form of which shall be furnished
to the Company for examination upon request, but without warranty on your part
as to the authority of the signers thereof.

Very truly yours,

HARTFORD LIFE, INC.

By: __________________________
Name:
Title:

ITT HARTFORD GROUP, INC.

By: __________________________
Name:
Title:

Accepted as of the date hereof:

Goldman Sachs International
Dean Witter International Ltd.
Merrill Lynch International
Morgan Stanley & Co. International Limited
Smith Barney Inc.

By: Goldman Sachs International

By:_____________________________________
(Attorney-in-fact)

On behalf of each of the Underwriters

10
<PAGE> 11
SCHEDULE I

<TABLE>
<CAPTION>
NUMBER OF OPTIONAL
SHARES TO BE
TOTAL NUMBER OF PURCHASED IF
FIRM SHARES MAXIMUM OPTION
UNDERWRITER TO BE PURCHASED EXERCISED
----------- --------------- ------------------

<S> <C> <C>
Goldman Sachs International........................................
Dean Witter International Ltd......................................
Merrill Lynch International........................................
Morgan Stanley & Co. International Limited.........................
Smith Barney Inc...................................................

[NAMES OF OTHER MANAGERS]..........................................

Total............................................
</TABLE>

<PAGE> 1
Exhibit 3.1

RESTATED

CERTIFICATE OF INCORPORATION

HARTFORD LIFE, INC.

Hartford Life, Inc., a corporation organized and existing under the
laws of the State of Delaware, for the purpose of amending and restating its
amended Certificate of Incorporation, does hereby certify as follows:

1. The name of the corporation is Hartford Life, Inc. and the name
under which the corporation was originally incorporated is HLI, Inc. The
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on December 13, 1996, pursuant to and by virtue of the
General Corporation Law of the State of Delaware.

2. Effective immediately upon the filing of this Restated Certificate
of Incorporation in the office of the Secretary of State of the State of
Delaware (the "Effective Time"), each share of previously existing common stock,
par value $.01 per share, issued and outstanding or held in treasury shall be
and hereby is converted into and reclassified as 1,140,000 shares of Class B
Common Stock, par value $.01 per share. Certificates which prior to the
Effective Time represented shares of common stock shall, at the Effective Time,
be hereby canceled and upon presentation of the canceled certificates to the
Corporation, the holder thereof shall be entitled to receive certificate(s)
representing shares of Class B Common Stock into which such canceled shares have
been converted.

3. This Restated Certificate of Incorporation, having been duly adopted
in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware and the written consent of the sole
stockholder of Hartford Life, Inc., restates and integrates and further amends
the provisions of the original Certificate of Incorporation. As so restated and
integrated and further amended, the Restated Certificate

<PAGE> 2
2

of Incorporation (hereinafter, the "Certificate of Incorporation") reads as
follows:

ARTICLE FIRST

The name of the corporation is Hartford Life, Inc. (the "Corporation").

ARTICLE SECOND

The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
The name of the registered agent of the Corporation at such address is The
Corporation Trust Company.

ARTICLE THIRD

The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

ARTICLE FOURTH

(a) The aggregate number of shares of stock that the Corporation shall
have authority to issue is 1,250,000,000 shares, consisting of 600,000,000
shares of Class A Common Stock, par value $.01 per share (the "Class A Common
Stock"), 600,000,000 shares of Class B Common Stock, par value $.01 per share
(the "Class B Common Stock" and, together with the Class A Common Stock, the
"Common Stock"), and 50,000,000 shares of Preferred Stock, par value $.01 per
share (the "Preferred Stock"). The number of authorized shares of the Class A
Common Stock, the Class B Common Stock, Preferred Stock or any other class of
stock may be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority of the
combined voting power of the outstanding shares of stock of the Corporation
entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of
the General Corporation Law of the State of Delaware (or any successor provision
thereto), and no vote of the holders of any of the Class A Common Stock, the
Class B Common Stock, the Preferred Stock or any other class of stock, voting
separately as a class, shall be required therefor.

<PAGE> 3
3

(b) The Board of Directors of the Corporation shall have the
full authority permitted by law, at any time and from time to time, to divide
the authorized and unissued shares of Preferred Stock into series and to
determine by resolution or resolutions the following provisions, designations,
powers, preferences and relative participating, optional and other special
rights, and the qualifications, limitations or restrictions of the shares of any
such series of Preferred Stock:

(1) the designation of such series, the number of shares to
constitute such series and the stated or liquidation value thereof;

(2) whether the shares of such series shall have voting
rights, in addition to any voting rights provided by law, and, if so,
the terms of such voting rights;

(3) the dividends, if any, payable on such series, whether any
such dividends shall be cumulative, and, if so, from what dates, the
rate or rates thereof, the conditions and dates upon which such
dividends shall be payable and the preference or relation which such
dividends shall bear to the dividends payable on any shares of stock of
any other class or any other series of the same class;

(4) whether the shares of such series shall be subject to
redemption at the option of the Corporation and/or the holders of such
series, or upon the happening of a specified event, and, if so, the
times, price or prices, and other conditions of such redemption,
including securities or other property payable upon any such
redemption, if any;

(5) the amount or amounts, if any, payable upon shares of such
series upon, and the rights of the holders of such series in, the
voluntary or involuntary liquidation, dissolution or winding up, or any
distribution of the assets, of the Corporation;

(6) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to
the purchase or redemption of the shares of such series for retirement
or other corporate purposes and the terms and provisions relative to
the operation thereof;

<PAGE> 4
4

(7) whether the shares of such series shall be convertible
into, or exchangeable for, shares of stock of any other class or any
other series of the same class or any securities, whether or not issued
by the Corporation, at the option of the Corporation and/or the holders
of such series, or upon the happening of a specified event, and, if so,
the price or prices or the rate or rates of conversion or exchange and
the method, if any, of adjusting the same, and any other terms and
conditions of conversion or exchange;

(8) the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding upon the payment of
dividends or the making of other distributions on, and upon the
purchase, redemption or other acquisition by the Corporation of, the
Common Stock or shares of stock of any other class or any other series
of the same class;

(9) the conditions or restrictions, if any, upon the creation
of indebtedness of the Corporation or upon the issuance of any
additional shares of stock, including additional shares of such series
or of any other series of the same class or of any other class;

(10) the ranking (be it pari passu, junior or senior) of each
series vis-a-vis any other class or series of Preferred Stock as to the
payment of dividends, the distribution of assets and all other matters;
and

(11) any other powers, preferences and relative,
participating, optional and other special rights and any
qualifications, limitations or restrictions thereof, insofar as they
are not inconsistent with the provisions of this Certificate of
Incorporation, to the full extent permitted in accordance with the laws
of the State of Delaware.

(c) Except as otherwise required by law, as otherwise
provided herein or as otherwise determined by the Board of Directors as to the
shares of any series of Preferred Stock prior to the issuance of any such
shares, the holders of Preferred Stock shall have no voting rights and shall not
be entitled to any notice of meetings of stockholders.

(d) The powers, preferences and relative participating,
optional or other special rights and any qualifications, limitations or
restrictions of the Class A Common Stock and Class B Common Stock shall be in
all

<PAGE> 5
5

respects identical, except as otherwise required by law or expressly provided in
this Certificate of Incorporation.

(e) Except as otherwise required by law, with respect to all
matters upon which stockholders are entitled to vote or to which stockholders
are entitled to give consent, the holders of any outstanding shares of Class A
Common Stock and the holders of any outstanding shares of Class B Common Stock
shall vote together without regard to class, and every holder of Class A Common
Stock shall be entitled to cast thereon one vote in person or by proxy for each
share of Class A Common Stock standing in such holder's name on the books of the
Corporation, and every holder of Class B Common Stock shall be entitled to cast
thereon five votes in person or by proxy for each share of Class B Common Stock
standing in such holder's name on the books of the Corporation.

(f) Subject to all the rights of any series of Preferred
Stock, the holders of Class A Common Stock and Class B Common Stock shall be
entitled to receive such dividends or other distributions payable in cash, stock
or otherwise, when, as and if declared by the Board of Directors, out of funds
legally available for the payment thereof, and shall share equally on a per
share basis in all such dividends or other distributions. No dividend or other
distribution may be declared or paid on any share of Class A Common Stock unless
a like dividend or other distribution is simultaneously declared or paid, as the
case may be, on each share of Class B Common Stock, nor shall any dividend or
other distribution be declared or paid on any share of Class B Common Stock
unless a like dividend or other distribution is simultaneously declared or paid,
as the case may be, on each share of Class A Common Stock, in each case without
preference or priority of any kind; provided, however, that if dividends are
declared that are payable in shares of Common Stock or in rights, options,
warrants or other securities convertible into or exchangeable for shares of
Common Stock, dividends shall be declared that are payable at the same rate on
both classes of Common Stock and the dividends payable in shares of Class A
Common Stock or in rights, options, warrants or other securities convertible
into or exchangeable for shares of Class A Common Stock shall be payable to
holders of Class A Common Stock and the dividends payable in shares of Class B
Common Stock or in rights, options, warrants or other securities convertible
into or exchangeable for shares of Class B Common Stock shall be payable to
holders of Class B Common Stock. If the Corporation in any manner reclassifies,
subdivides or combines the outstanding shares of Class B Common Stock, the
outstanding shares of the Class A Common Stock shall be

<PAGE> 6
6

proportionately reclassified, subdivided or combined, as the case may be.
Similarly, if the Corporation in any manner, reclassifies, subdivides or
combines the outstanding shares of Class A Common Stock, the outstanding shares
of the Class B Common Stock shall be proportionately reclassified, subdivided or
combined, as the case may be.

(g) (i) Except as otherwise provided in Section (h) of this
ARTICLE FOURTH, each share of Class B Common Stock is convertible, at the option
of the holder thereof, into one share of Class A Common Stock, subject to
adjustment as provided in subsection (iii) of this Section (g) and subject to
the conditions and limitations described below and in the manner described
below.

(ii) In order to voluntarily convert shares of Class B Common
Stock into shares of Class A Common Stock pursuant to this Section (g), the
holder thereof shall deliver to the office of the Corporation or the transfer
agent for the Class B Common Stock (x) the certificate or certificates
representing the shares of Class B Common Stock to be converted, duly endorsed
in blank or accompanied by proper instruments of transfer and by any required
tax transfer stamps and (y) written notice to the Corporation that such holder
elects to convert such shares of Class B Common Stock and stating the name and
address in which each certificate representing shares of Class A Common Stock
issued upon such conversion is to be issued. To the extent permitted by law,
such voluntary conversion shall be deemed to have been effected at the close of
business on the date when such delivery is made to the Corporation or such
transfer agent of the certificates representing the shares to be converted, and
the person exercising such voluntary conversion shall be treated for all
purposes as the holder of record of the number of shares of Class A Common Stock
issuable upon such voluntary conversion at such time; provided, however, that
such person shall be entitled to receive, when paid, any dividends declared on
the Class B Common Stock as of a record date preceding the time of such
voluntary conversion and unpaid as of the time of such voluntary conversion. The
Corporation shall promptly deliver certificates evidencing the appropriate
number of shares of Class A Common Stock to such person at the address set forth
in the above-referenced written notice.

(iii) If there occurs any capital reorganization or any
reclassification of the capital stock of the Corporation (other than a
reclassification, subdivision or combination described in Section (f) or
pursuant to a merger or consolidation referred to in Section (l)), each share of
Class B Common Stock shall thereafter be convertible into,

<PAGE> 7
7

in lieu of one share of Class A Common Stock, the same kind and amount of
securities or other assets, or both, that were issuable or distributable to the
holders of shares of outstanding Class A Common Stock upon such reorganization
or reclassification with respect to that number of shares of Class A Common
Stock into which such share of Class B Common Stock would have been converted
had such share of Class B Common Stock been converted into Class A Common Stock
immediately prior to such reorganization or reclassification.

(h) Except as otherwise provided in this Section (h), upon the
sale or other transfer (whether by merger, operation of law or otherwise) by a
stockholder of the Corporation of shares of Class B Common Stock such that any
person or persons, other than such stockholder or any of its affiliates (within
the meaning of the rules and regulations under the Securities Exchange Act of
1934, as amended) or a Class B Transferee (as defined below), shall have
beneficial ownership thereof, including, without limitation, pursuant to any
private placement or public sale of such shares (including a public offering
registered under the Securities Act of 1933 and/or a sale pursuant to Rule 144
under the Securities Act of 1933 or any similar rule then in force), such shares
shall automatically convert into an equal number of shares of Class A Common
Stock without any further action on the part of the Corporation or any other
person, and the certificates representing such shares of Class B Common Stock
shall thereafter be deemed to represent shares of Class A Common Stock. For
purposes of this Section (h), (x) "beneficial ownership" with respect to shares
of Class B Common Stock shall mean ownership by a person who, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise controls the voting power (which includes the power to vote or to
direct the voting of such shares, except where such power arises solely from a
revocable proxy or consent given in response to a proxy or consent solicitation)
of such Class B Common Stock, (y) a "person" shall mean a corporation, trust,
limited liability company, association, partnership, joint venture,
organization, business, individual, government (or subdivision thereof),
governmental agency or other legal entity and (z) the term "transfer" shall not
include a bona fide pledge of shares of Class B Common Stock.

Notwithstanding the foregoing, if shares of Class B Common
Stock representing 50% or more of all the then outstanding shares of Common
Stock (calculated without regard to the difference in voting rights between the
classes of Common Stock) are transferred by the holder

<PAGE> 8
8

thereof in a single transaction, or series of related transactions, to any
person or group of affiliated persons (other than an underwriter of such stock
in connection with a bona fide underwriting of such stock) not affiliated with
such transferor (together with any wholly owned subsidiary of such transferee to
whom such transferee transfers all or a portion of such shares of Class B Common
Stock, a "Class B Transferee"), such shares of Class B Common Stock so
transferred shall not automatically convert into shares of Class A Common Stock
upon such transfer. Each share of Class B Common Stock retained by such
transferor following any such transfer shall automatically convert into shares
of Class A Common Stock upon such transfer without any further action by the
Corporation or any other person and the certificates representing such shares
shall thereafter be deemed to represent shares of Class A Common Stock.

Each share of Class B Common Stock shall automatically convert
into one share of Class A Common Stock on the date on which the number of shares
of Class B Common Stock then outstanding is less than 50% of all the then
outstanding shares of Common Stock (calculated without regard to the difference
in voting rights between the classes of Common Stock) without any further action
on the part of the Corporation or any other person, and the certificates
representing such shares of Class B Common Stock shall be deemed from and after
such conversion to represent shares of Class A Common Stock.

Immediately upon any such automatic conversion of shares of
Class B Common Stock, the rights of the holders of such converted shares of
Class B Common Stock as such shall cease and such holders shall be treated for
all purposes as having become the record owners of the shares of Class A Common
Stock issuable upon such conversion; provided, however, that such persons shall
-------- -------
be entitled to receive, when paid, any dividends declared on the Class B Common
Stock as of a record date preceding the time of such automatic conversion and
unpaid as of the time of such automatic conversion.

As promptly as practicable on or after the conversion date,
upon the delivery to the Corporation of certificates formerly representing
shares of Class B Common Stock, the Corporation shall issue and deliver or cause
to be delivered, to or upon the written order of the record holder of the
surrendered certificates formerly representing shares of Class B Common Stock, a
certificate or certificates representing the number of fully paid and
nonassessable shares of Class A Common Stock into which the

<PAGE> 9
9

shares of Class B Common Stock formerly represented by such certificates have
been converted in accordance herewith.

(i) Any shares of Class B Common Stock that shall have been
converted into shares of Class A Common Stock at any time pursuant to Sections
(g) and (h) of this ARTICLE FOURTH shall, after such conversion, be canceled and
shall not be reissued.

(j) The Corporation shall pay any and all documentary, stamp
or similar issue or transfer taxes payable in respect of the issue or delivery
of shares of Class A Common Stock upon any conversion of shares of Class B
Common Stock pursuant hereto; provided, however, that the Corporation shall not
-------- -------
be required to pay any tax which may be payable in respect of any registration
of transfer involved in the issue or delivery of shares of Class A Common Stock
in a name other than that of the registered holder of the shares of Class B
Common Stock to be converted, and no such issue or delivery shall be made unless
and until the person requesting such issue has paid to the Corporation the
amount of any such tax or has established, to the satisfaction of the
Corporation, that such tax has been paid.

(k) The Corporation shall at all times reserve and keep
available, free from pre-emptive rights, out of its authorized but unissued
shares of Class A Common Stock and its issued Class A Common Stock held in its
treasury solely for the purpose of effecting any conversion of the Class B
Common Stock pursuant to this ARTICLE FOURTH, the full number of shares of Class
A Common Stock then issuable or deliverable upon any such conversion of all the
then outstanding shares of Class B Common Stock. All shares of Class A Common
Stock issued upon any conversion pursuant to this ARTICLE FOURTH shall be duly
and validly issued, fully paid and nonassessable. The Corporation shall take all
such actions as it deems necessary or appropriate to assure that all such shares
of Class A Common Stock may be so issued without violation of any applicable law
or governmental regulation or any requirements of any securities exchange upon
which shares of Class A Common Stock may be listed.

(l) In the event of a merger or consolidation of the
Corporation with or into another entity (whether or not the Corporation is the
surviving entity), the holders of each share of Class A Common Stock and Class B
Common Stock shall be entitled to receive the same per share consideration as
the per share consideration, if any, received by the holders of each share of
such other class of stock.

<PAGE> 10
10

(m) Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, and subject to the rights of the
holders of any series of the Preferred Stock, the net assets of the Corporation
available for distribution to stockholders of the Corporation shall be
distributed pro rata to the holders of the Common Stock in accordance with their
--------
respective rights and interests and the Class B Common Stock shall rank pari
----
passu with the Class A Common Stock as to such distribution. For purposes of
- -----
this Section (m), the voluntary sale, conveyance, lease, exchange or transfer
(for cash, shares of stock, securities or other consideration) of all or
substantially all the assets of the Corporation or a consolidation or merger of
the Corporation with one or more other corporations or other entities (whether
or not the Corporation is the corporation surviving such consolidation or
merger) shall not be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary.

ARTICLE FIFTH

(a) Except as otherwise fixed by or pursuant to the provisions
of ARTICLE FOURTH of this Certificate of Incorporation relating to the rights of
the holders of any series of Preferred Stock, the number of directors of the
Corporation shall be determined by resolution adopted by a majority of the
entire Board of Directors, but the number shall not be less than three, provided
that the term of a director shall not be affected by any decrease in the number
of directors so made by the Board of Directors. The directors, other than those
who may be elected by the holders of any series of Preferred Stock pursuant to
the terms of this Certificate of Incorporation, shall be classified, with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as possible, one class of directors to be originally
elected for a term expiring at the first annual meeting of stockholders held
after 1997, the second class of directors to be originally elected for a term
expiring at the second annual meeting of stockholders held after 1997 and the
third class of directors to be originally elected for a term expiring at the
third annual meeting of stockholders held after 1997, with each class to hold
office until its successors are duly elected and qualified. Except as
specifically contemplated by the prior sentence and other than with respect to
any directors elected by the holders of any series of Preferred Stock pursuant
to the terms of this Certificate of Incorporation, at each annual meeting of the
stockholders of the Corporation, the date of which shall be fixed by or pursuant
to the By-laws of the Corporation, the

<PAGE> 11

successors of the class of directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the third succeeding annual
meeting of stockholders. The election of directors need not be by written
ballot.

(b) If the number of directors is changed by the Board of
Directors of the Corporation, any newly created directorships or any decrease in
directorships shall be so apportioned among the classes as to make all classes
as nearly equal as possible; provided, however, that no decrease in the number
-------- -------
of directors shall shorten the term of any incumbent director.

(c) Except as otherwise provided for or fixed by or pursuant
to the provisions of ARTICLE FOURTH of this Certificate of Incorporation
relating to the rights of the holders of any series of Preferred Stock, any
vacancy on the Board of Directors of the Corporation resulting from death,
resignation, removal or other cause and any newly created directorship resulting
from any increase in the authorized number of directors between meetings of
stockholders shall be filled only by the vote of a majority of the directors
then in office, even though less than a quorum, and any director so chosen shall
hold office for the remainder of the full term of the class of directors in
which the vacancy occurred or the new directorship was created and until a
successor is duly elected and qualified or until his or her earlier death,
resignation or removal from office in accordance with any applicable law or
pursuant to an order of a court. If there are no directors in office, then an
election of directors may be held in the manner provided by applicable law.

ARTICLE SIXTH

(a) Subject to the rights of the holders of any series of
Preferred Stock, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders. Subject to the rights of the
holders of any series of Preferred Stock, special meetings of stockholders of
the Corporation may be called only by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of Directors.

<PAGE> 12
12

(b) Stockholders of the Corporation shall not have any
statutory pre-emptive rights to subscribe for additional issues of stock of the
Corporation.

(c) Notwithstanding the foregoing, whenever the holders of any
one or more series of Preferred Stock issued by the Corporation, if any, shall
have the right, voting separately by class or series, as applicable, to elect
directors at an annual or special meeting of stockholders, the calling of
special meetings of the holders of such class or series shall be governed by the
terms of the applicable resolution or resolutions of the Board of Directors
adopted pursuant to ARTICLE FOURTH of this Certificate of Incorporation.

ARTICLE SEVENTH

Subject to the provisions of any contract to which the
Corporation is a party to the contrary and subject to applicable law, ITT
Hartford Group, Inc., a Delaware corporation ("The Hartford"), or any subsidiary
thereof (other than the Corporation or any subsidiary thereof) shall have the
right to (i) engage in the same or similar business activities or lines of
business as the Corporation or any subsidiary thereof, (ii) do business with any
client or customer of the Corporation or any subsidiary thereof and (iii) employ
or otherwise engage any officer or employee of the Corporation or any subsidiary
thereof. In the event that The Hartford or any of its subsidiaries (other than
the Corporation and its subsidiaries) or the Corporation or any of its
subsidiaries acquires knowledge of a potential transaction or matter that may be
a corporate opportunity for both The Hartford and the Corporation, such person
shall have no duty, other than pursuant to the laws of the State of Delaware, to
communicate or present such corporate opportunity to the Corporation or The
Hartford, as applicable.

ARTICLE EIGHTH

(a) In anticipation that (i) the Corporation and The Hartford
and its subsidiaries (other than the Corporation and its subsidiaries) may enter
into contracts or otherwise transact business with each other and the
Corporation may derive benefits therefrom and (ii) the Corporation may from time
to time enter into contractual, corporate or business relations with one or more
of its directors or one or more corporations, partnerships, associations or
other organizations in which one or more of

<PAGE> 13
13

its directors have a financial interest (collectively, "Related Entities"), the
provisions of this ARTICLE EIGHTH are set forth to regulate and define, subject
to applicable law, certain contractual relations and other business relations of
the Corporation as they may involve The Hartford and its subsidiaries (other
than the Corporation and its subsidiaries), Related Entities and their
respective officers and directors, and the powers, rights, duties and
liabilities of the Corporation and its officers, directors and stockholders in
connection therewith. The provisions of this ARTICLE EIGHTH are in addition to,
and not in limitation of, the provisions of the laws of the State of Delaware
and the other provisions of this Certificate of Incorporation.

(b) No contract, agreement, arrangement or transaction (or
amendment, modification or termination thereof) between the Corporation and The
Hartford or any of its subsidiaries (other than the Corporation and its
subsidiaries) or any Related Entity, or between the Corporation and one or more
of the directors or officers of the Corporation, The Hartford, any subsidiary of
the Corporation or The Hartford or any Related Entity shall be void or voidable
for the reason that The Hartford or any subsidiary thereof, any Related Entity
or any one or more of the directors or officers of the Corporation, The
Hartford, any subsidiary of the Corporation or The Hartford or any Related
Entity are a party thereto, or because any such directors or officers are
present at, participate in or vote at a meeting of the Board of Directors or a
committee thereof which authorizes such contract, agreement, arrangement,
transaction (or amendment, modification or termination thereof) if:

(x) the material facts as to such contract, agreement,
arrangement or transaction (or amendment, modification or termination
thereof) are disclosed or are known to the Board of Directors or the
committee thereof that authorizes such contract, agreement, arrangement
or transaction (or amendment, modification or termination thereof) and
the Board of Directors or such committee in good faith authorizes,
approves or ratifies such contract, agreement, arrangement or
transaction (or the amendment, modification or termination thereof) by
the affirmative vote of a majority of the Disinterested Directors (as
defined below), even though the number of Disinterested Directors
voting may be less than a quorum;

(y) the material facts as to such contract, agreement,
arrangement or transaction (or amendment,

<PAGE> 14
14

modification or termination thereof) are disclosed or are known to the
holders of Common Stock entitled to vote thereon, and the contract,
agreement, arrangement or transaction (or amendment, modification or
termination thereof) is specifically approved or ratified in good faith
by a majority of the votes entitled to be cast by all the then
outstanding shares of Common Stock present in person or represented by
proxy and not owned by The Hartford or any subsidiary thereof or a
Related Entity, as the case may be; or

(z) such contract, agreement, arrangement or transaction (or
amendment, modification or termination thereof) is fair as to the
Corporation at the time it is authorized, approved or ratified by the
Board of Directors, a committee thereof or the stockholders of the
Corporation;

provided, however, that if such authorization, approval or ratification is not
- -------- -------
obtained, or such contract, agreement, arrangement or transaction (or amendment,
modification or termination thereof) is not so effected, no presumption shall
arise that such contract, agreement, arrangement or transaction (or amendment,
modification or termination thereof) is not fair to the Corporation and its
stockholders or that such contract, agreement, arrangement or transaction (or
amendment, modification or termination thereof) shall be deemed void or voidable
or be deemed to result in any breach of fiduciary duty or duty of loyalty or
failure to act in good faith or in (or not opposed to) the best interests of the
Corporation or constitute the derivation of an improper benefit as a result
thereof.

"Disinterested Directors" shall mean the directors of the
Corporation who are not (i) officers of either the Corporation or The Hartford
or any of their respective subsidiaries or (ii) directors of The Hartford or any
subsidiary thereof (other than the Corporation).

(c) Directors of the Corporation who are also directors or
officers of The Hartford or any subsidiary thereof (other than the Corporation
and its subsidiaries) or any Related Entity may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
thereof that authorizes, approves or ratifies such contract, agreement,
arrangement or transaction (or amendment, modification or termination thereof).
Outstanding shares of Common Stock owned by The Hartford or any subsidiary
thereof (other than the Corporation) and any Related Entities may be counted in
determining the presence of a quorum at a meeting of

<PAGE> 15
15

stockholders that authorizes, approves or ratifies such contract, agreement,
arrangement or transaction (or amendment, modification or termination thereof).

ARTICLE NINTH

In addition to any requirements of law and any other
provisions of this Certificate of Incorporation or any resolution or resolutions
of the Board of Directors pursuant to ARTICLE FOURTH hereof (and notwithstanding
the fact that a lesser percentage may be specified by law, this Certificate of
Incorporation or any such resolution or resolutions), until the occurrence of
the Trigger Date (as defined below), the affirmative vote of the holders of 80%
or more of the combined voting power of all the shares of Common Stock then
outstanding, voting together as a single class, shall be required to alter,
amend or repeal, or adopt any provision of this Certificate of Incorporation
(whether directly or indirectly through any merger of the Corporation with any
other entity) which is inconsistent with, any provision of ARTICLE SEVENTH or
EIGHTH hereof or this ARTICLE NINTH. Neither the alteration, amendment or repeal
of either of ARTICLE SEVENTH or EIGHTH hereof or this ARTICLE NINTH nor the
adoption of any provision inconsistent with either of ARTICLE SEVENTH or EIGHTH
hereof or this ARTICLE NINTH shall eliminate or reduce the effect of any such
ARTICLE in respect of any matter occurring, or any cause of action, suit or
claim that, but for such ARTICLE, would accrue or arise, prior to such
alteration, amendment, repeal or adoption.

"Trigger Date" shall mean the first date on which The Hartford
ceases to beneficially own, directly or indirectly (excluding for such purposes
shares of Common Stock beneficially owned by The Hartford, directly or
indirectly, but not for its own account, including (in such exclusion)
beneficial ownership which arises by virtue of an entity that is an affiliate of
The Hartford being a sponsor or advisor of a mutual or similar fund that
beneficially owns shares of Common Stock), more than 20% of the number of shares
of Common Stock then outstanding.

ARTICLE TENTH

<PAGE> 16
16

Certificate of Incorporation or any such resolution or resolutions), the
affirmative vote of the holders of 80% or more of the combined voting power of
all the shares of Common Stock then outstanding, voting together as a single
class, shall be required to alter, amend or repeal, or adopt any provision of
this Certificate of Incorporation which is inconsistent with, any provision of
ARTICLES FIFTH and SIXTH hereof or this ARTICLE TENTH.

ARTICLE ELEVENTH

To the fullest extent permitted by applicable law as then in
effect, no director shall be personally liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived an improper personal benefit.
Any repeal or modification of this ARTICLE ELEVENTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification with respect
to acts or omissions occurring prior to such repeal or modification.

ARTICLE TWELFTH

The holders of the capital stock of the Corporation shall not
be personally liable for the payment of the Corporation's debts and the private
property of the holders of the capital stock of the Corporation shall not be
subject to the payment of debts of the Corporation to any extent whatsoever.

<PAGE> 17

ARTICLE THIRTEENTH

The Corporation reserves the right to supplement, amend or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the laws of the State of Delaware and this
Certificate of Incorporation, and all rights conferred on stockholders,
directors and officers herein, if any, are granted subject to this reservation.

IN WITNESS WHEREOF, Hartford Life, Inc. has caused this
Restated Certificate of Incorporation to be executed by the following authorized
officer of said corporation on this 27th day of March, 1997.

HARTFORD LIFE, INC.,

By /s/ Lon A. Smith
--------------------------
Name: Lon A. Smith
Title: Chief Executive Officer & President

<PAGE> 1
Exhibit 3.2

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

BY-LAWS

HARTFORD LIFE, INC.,

Effective as of March 31, 1997

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

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----

ARTICLE I

Stockholders

<S> <C> <C>
SECTION 1.1. Place of Stockholders' Meetings .................................. 1
SECTION 1.2. Day and Time of Annual Meetings of Stockholders .................. 1
SECTION 1.3. Purposes of Annual Meetings ...................................... 1
SECTION 1.4. Special Meetings of Stockholders ................................. 2
SECTION 1.5. Notice of Meetings of Stockholders ............................... 3
SECTION 1.6. Quorum of Stockholders ........................................... 3
SECTION 1.7. Chairman of the Board and Secretary of Meeting ................... 4
SECTION 1.8 Voting by Stockholders ........................................... 4
SECTION 1.9. Proxies .......................................................... 5
SECTION 1.10. Inspectors ....................................................... 5
SECTION 1.11. List of Stockholders ............................................. 6
SECTION 1.12. Confidential Voting .............................................. 6

ARTICLE II

Directors

SECTION 2.1. Powers of Directors .............................................. 7
SECTION 2.2. Method of Election, Terms of Office of Directors ................. 7
SECTION 2.3. Resignations and Vacancies on Board .............................. 8
SECTION 2.4. Meetings of the Board ............................................ 8
SECTION 2.5. Quorum and Action ................................................ 9
SECTION 2.6. Presiding Officer and Secretary of Meeting ....................... 9
SECTION 2.7. Action by Consent without Meeting ................................ 10
SECTION 2.8. Standing Committees .............................................. 10
SECTION 2.9. Other Committees ................................................. 11
SECTION 2.10. Compensation of Directors ........................................ 11

ARTICLE III

Officers

SECTION 3.1. Officers, Titles, Elections, Terms ............................... 11
SECTION 3.2. General Powers of Officers ....................................... 13
SECTION 3.3. Powers and Duties of the Chairman of the Board ................... 13
</TABLE>

<PAGE> 3
ii

<TABLE>
<S> <C> <C>
SECTION 3.4. Powers and Duties of the Chief Executive Officer and President .................. 13
SECTION 3.5. Powers and Duties of Executive Vice Presidents, Senior Vice Presidents and
Vice Presidents .................................................... 13
SECTION 3.6. Powers and Duties of the Chief Financial Officer ................................ 14
SECTION 3.7. Powers and Duties of the General Counsel ........................................ 14
SECTION 3.8. Powers and Duties of the Controller and Assistant Controllers ................... 14
SECTION 3.9. Powers and Duties of the Treasurer and Assistant Treasurers ..................... 14
SECTION 3.10. Powers and Duties of the Secretary and Assistant Secretaries .................... 15

ARTICLE IV

Indemnification

SECTION 4.1 Indemnification ................................................................. 16
SECTION 4.2. Insurance, Contracts and Funding ................................................ 17
SECTION 4.3. Indemnification; Not Exclusive Right ............................................ 17
SECTION 4.4. Advancement of Expenses; Procedures; Presumptions and Effect of Certain
Proceedings; Remedies .......................................................... 17
SECTION 4.5. Indemnification of Employees and Agents ......................................... 22
SECTION 4.6. Severability .................................................................... 22

ARTICLE V

Capital Stock

SECTION 5.1. Stock Certificates .............................................................. 23
SECTION 5.2. Record Ownership ................................................................ 23
SECTION 5.3. Transfer of Record Ownership .................................................... 24
SECTION 5.4. Lost, Stolen or Destroyed Certificates .......................................... 24
SECTION 5.5. Transfer Agent; Registrar; Rules Respecting Certificates ........................ 24
SECTION 5.6. Fixing Record Date for Determination of Stockholders of Record .................. 24

ARTICLE VI

Securities held by the Corporation

SECTION 6.1. Voting .......................................................................... 25
SECTION 6.2. General Authorization to Transfer Securities Held by the Corporation ............ 25
</TABLE>

<PAGE> 4
iii

<TABLE>
<CAPTION>
ARTICLE VII

Depositaries and Signatories

<S> <C> <C>
SECTION 7.1. Depositaries ......................................................... 26
SECTION 7.2. Signatories .......................................................... 27

ARTICLE VIII

Seal ....................................................... 27

ARTICLE IX

Fiscal Year .................................................... 27

ARTICLE X

Waiver of or Dispensing with Notice ........................................ 27

ARTICLE XI

Amendment of By-Laws ............................................... 28

ARTICLE XII

Offices and Agent ................................................. 28
</TABLE>

<PAGE> 5
BY-LAWS

HARTFORD LIFE, INC.

(A DELAWARE CORPORATION, THE "CORPORATION")

(EFFECTIVE AS OF MARCH 31, 1997)

1. STOCKHOLDERS.

1.1 Place of Stockholders' Meetings. All meetings of the stockholders
of the Corporation shall be held at such place or places, within or outside the
State of Delaware, as may be fixed by the Corporation's Board of Directors (the
"Board", and each member thereof a "Director") from time to time or as shall be
specified in the respective notices thereof.

1.2 Day and Time of Annual Meetings of Stockholders. An annual meeting
of stockholders shall be held at such place (within or outside the State of
Delaware), date and hour as shall be determined by the Board and designated in
the notice thereof. Any previously scheduled annual meeting of stockholders may
be postponed by action of the Board taken prior to the time previously scheduled
for such annual meeting of stockholders.

1.3 Purposes of Annual Meetings. (a) At each annual meeting, the
stockholders shall elect the successors of the class of Directors whose term
expires at such annual meeting for a term expiring at the third succeeding
annual meeting. At any such annual meeting any business properly brought before
the meeting may be transacted.

(b) To be properly brought before an annual meeting, business must be
(i) specified in the notice of the meeting (or any supplement thereto) given by
or at the direction of the Board, (ii) otherwise properly brought before the
meeting by or at the direction of the Board or (iii) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given written
notice thereof, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation (the "Secretary") at the principal
executive offices of the Corporation, not less than 70 days nor more than 90
days prior to the anniversary date of the

<PAGE> 6
2

immediately preceding annual meeting; provided, however, that in the event that
the date of the annual meeting is more than 30 days earlier or more than 60 days
later than such anniversary date, notice by the stockholder must be so delivered
or received not earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 70th day prior to such
annual meeting or the tenth day following the day on which public announcement
of the date of such meeting is first made. Any such notice shall set forth as to
each matter the stockholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting; (ii)
the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business; (iii) the class and number of shares of the
Corporation which are beneficially owned by the stockholder; (iv) any material
interest of the stockholder in such business; and (v) if the stockholder intends
to solicit proxies in support of such stockholder's proposal, a representation
to that effect. The foregoing notice requirements shall be deemed satisfied by a
stockholder if the stockholder has notified the Corporation of his or her
intention to present a proposal at an annual meeting and such stockholder's
proposal has been included in a proxy statement that has been prepared by
management of the Corporation to solicit proxies for such annual meeting;
provided, however, that if such stockholder does not appear or send a qualified
representative to present such proposal at such annual meeting, the Corporation
need not present such proposal for a vote at such meeting, notwithstanding that
proxies in respect of such vote may have been received by the Corporation. No
business shall be conducted at an annual meeting of stockholders except in
accordance with this Section 1.3(b), and the presiding officer of any annual
meeting of stockholders may refuse to permit any business to be brought before
an annual meeting without compliance with the foregoing procedures or if the
stockholder solicits proxies in support of such stockholder's proposal without
such stockholder having made the representation required by clause (v) of the
preceding sentence.

1.4 Special Meetings of Stockholders. Except as otherwise expressly
required by the Restated Certificate of Incorporation of the Corporation (the
"Certificate") or by applicable law, special meetings of the stockholders or of
any class or series entitled to vote may be called for any purpose or purposes
by a majority vote of the entire Board to be held at such place (within or
outside the State of Delaware), date and hour as shall be determined by the
Board and designated in the notice thereof. Only such business as

<PAGE> 7
3

is specified in the notice of any special meeting of the stockholders shall come
before such meeting.

1.5 Notice of Meetings of Stockholders. Except as otherwise expressly
required or permitted by the Certificate or by applicable law, not less than ten
days nor more than 60 days before the date of every stockholders' meeting the
Secretary shall cause to be delivered to each stockholder of record entitled to
vote at such meeting written notice stating the place, date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend such meeting in person
or by proxy except for the purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting was not lawfully called
or commenced, or who shall waive notice thereof as provided in Article 10 of
these By-laws. Except as provided in Section 1.6(d), or as otherwise expressly
required by the Certificate or by applicable law, notice of any adjourned
meeting of stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken. Any notice, if
mailed, shall be deemed to be given when deposited in the United States mail,
postage prepaid, addressed to the stockholder at the address for notices to such
stockholder as it appears on the books of the Corporation.

1.6 Quorum of Stockholders. (a) Unless otherwise expressly required by
the Certificate or by applicable law, at any meeting of the stockholders, the
presence in person or by proxy of stockholders entitled to cast a majority of
votes thereat shall constitute a quorum for the entire meeting, notwithstanding
the withdrawal of stockholders entitled to cast a sufficient number of votes in
person or by proxy to reduce the number of votes represented at the meeting
below a quorum; provided, however, that in the case of any vote to be taken by a
class or classes, the holders of a majority of the votes entitled to be cast by
the stockholders of a particular class or series, present in person or by proxy,
shall constitute a quorum of such class or series. Shares of the Corporation's
stock belonging to the Corporation or to another corporation, if a majority of
the shares entitled to vote in an election of the directors of such other
corporation is held by the Corporation, shall neither be counted for the purpose
of determining the presence of a quorum nor entitled to vote at any meeting of
the stockholders; provided, however, that the foregoing shall not limit the
right of the Corporation to vote stock

<PAGE> 8
4

including but not limited to it own stock, held by it in a fiduciary capacity.

(b) At any meeting of the stockholders at which a quorum shall be
present, a majority of those present in person or by proxy may adjourn the
meeting from time to time without notice other than announcement at the meeting.
In the absence of a quorum, the officer presiding thereat shall have power to
adjourn the meeting from time to time until a quorum shall be present. Notice of
any adjourned meeting other than announcement at the meeting shall not be
required to be given, except as provided in Section 1.6(d) below and except
where expressly required by applicable law.

(c) At any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting
originally called, but only those stockholders entitled to vote at the meeting
as originally noticed shall be entitled to vote at any adjournment or
adjournments thereof unless a new record date is fixed by the Board.

(d) If an adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given in the manner specified in Section 1.5 to
each stockholder of record entitled to vote at the meeting.

1.7 Chairman of the Board and Secretary of Meeting. The Chairman of the
Board or, in his or her absence, another officer of the Corporation designated
by the Chairman of the Board, shall preside at meetings of the stockholders. The
Secretary shall act as secretary of the meeting, or in the absence of the
Secretary, an Assistant Secretary of the Corporation shall so act, or if neither
is present, then the presiding officer may appoint a person to act as secretary
of the meeting.

1.8 Voting by Stockholders. (a) Except as otherwise expressly required
by the Certificate or by applicable law, at every meeting of the stockholders
each stockholder of record shall be entitled to the number of votes specified in
the Certificate or any certificate of designations providing for the creation of
any series of Preferred Stock, in person or by proxy, for each share of stock
standing in his or her name on the books of the Corporation on the date fixed
pursuant to the provisions of Section 5.6 of these By-laws as the record date
for the determination of the stockholders who shall be entitled to receive
notice of and to vote at such meeting.

<PAGE> 9
5

(b) When a quorum is present at any meeting of the stockholders, all
questions shall be decided by the vote of a majority in voting power of the
stockholders present in person or by proxy and entitled to vote at such meeting,
unless a question is one upon which by express provision of law, the Certificate
or these By-laws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.

(c) Except as required by applicable law, the vote at any meeting of
stockholders on any question need not be by ballot, unless so directed by the
presiding officer of the meeting. On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his or her attorney-in-fact, if
authorized by proxy, and shall state the number of shares voted.

1.9 Proxies. Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by his or her attorney-in-fact or
proxy.

1.10 Inspectors. (a) The election of Directors and any other vote by
ballot at any meeting of the stockholders shall be supervised by one or more
inspectors. Such inspectors may be appointed by the Chairman of the Board before
or at the meeting. If the Chairman of the Board shall not have so appointed such
inspectors or if one or both inspectors so appointed shall refuse to serve or
shall not be present, such appointment shall be made by the officer presiding at
the meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability.

(b) The inspectors shall (i) ascertain the number of shares of the
Corporation outstanding and the voting power of each; (ii) determine the shares
represented at any meeting of stockholders and the validity of the proxies and
ballots; (iii) count all proxies and ballots; (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors; and (v) certify their determination of the
number of shares represented at the meeting, and their count of all proxies and
ballots. The inspectors may appoint or retain other persons or entities to
assist the inspectors in the performance of the duties of the inspectors.

(c) If there are three or more inspectors, the act of a majority shall
govern. On request of the officer presiding at such meeting, the inspectors
shall make a report of any

<PAGE> 10
6

challenge, question or matter determined by them and execute a certificate of
any fact found by them. Any report or certificate made by them shall be prima
face evidence of the facts therein stated and of the vote as certified by them,
and; such report or certificate shall be filed with the minutes of such meeting.

1.11 List of Stockholders. (a) At least ten days before every meeting
of stockholders, the Chief Financial Officer shall cause to be prepared and made
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder.

(b) During ordinary business hours for a period of at least ten days
prior to the meeting, such list shall be open to examination by any stockholder
for any purpose germane to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.

(c) The list shall also be produced and kept at the time and place of
the meeting during the whole time of the meeting, and it may be inspected by any
stockholder who is present.

(d) The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
Section 1.11 or the books of the Corporation, or to vote in person or by proxy
at any meeting of stockholders.

1.12 Confidential Voting. (a) Proxies and ballots that identify the
votes of specific stockholders shall be kept in confidence by the tabulators and
the inspectors of election unless (i) there is an opposing solicitation with
respect to the election or removal of Directors; (ii) disclosure is required by
applicable law; (iii) a stockholder expressly requests or otherwise authorizes
disclosure; or (iv) the Corporation concludes in good faith that a bona fide
dispute exists as to the authenticity of one or more proxies, ballots or votes,
or as to the accuracy of any tabulation of such proxies, ballots or votes.

(b) The tabulators and inspectors of election and any authorized agents
or other persons engaged in the receipt, count and tabulation of proxies and
ballots shall be advised of this By-law and instructed to comply herewith.

<PAGE> 11
7

(c) The inspectors of election shall certify, to the best of their
knowledge based on due inquiry, that proxies and ballots have been kept in
confidence as required by this Section 1.12.

2. DIRECTORS.

2.1 Powers of Directors. The business and affairs of the Corporation
shall be managed by or under the direction of the Board, which may exercise all
the powers of the Corporation except such as are by applicable law, the
Certificate or these By-laws required to be exercised or performed by the
stockholders.

2.2 Method of Election, Terms of Office of Directors. The directors
shall be classified as specified in the Certificate. Directors need not be
stockholders of the Corporation or citizens of the United States of America.

Nominations of persons for election as Directors may be made by the
Board or by any stockholder who is a stockholder of record at the time of giving
of the notice of nomination provided for in this Section 2.2 and who is entitled
to vote for the election of Directors. Any stockholder of record entitled to
vote for the election of Directors at a meeting may nominate a person or persons
for election as Directors only if written notice of such stockholder's intent to
make such nomination is given in accordance with the procedures for bringing
business before the meeting set forth in Section 1.3(b) of these By-laws, either
by personal delivery or by United States mail, postage prepaid, to the Secretary
not later than (i) with respect to an election to be held at an annual meeting
of stockholders, not less than 70 nor more than 90 days prior to the anniversary
date of the immediately preceding annual meeting; provided, however, that in the
event that the date of the annual meeting is more than 30 days earlier or more
than 60 days later than such anniversary date, notice by the stockholder must be
so delivered or received not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of the 70th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made and (ii) with respect to
an election to be held at a special meeting of stockholders for the election of
directors, not earlier than the 90th day prior to such special meeting and not
later than the close of business on the later of the 60th day prior to such
special meeting or the 10th day following the day on which public announcement
of the date of the special meeting is first made and of the nominees to be
elected at such meeting. Each such notice shall set forth: (a) the

<PAGE> 12
8

name and address of the stockholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation that the stockholder
is a holder of record of stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would have
been required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had each nominee been nominated,
or intended to be nominated, by the Board; (e) the consent of each nominee to
serve as a Director if so elected; and (f) if the stockholder intends to solicit
proxies in support of such stockholder's nominee(s), a representation to that
effect. The presiding officer of any meeting of stockholders to elect Directors
and the Board may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure or if the stockholder solicits proxies
in support of such stockholder's nominee(s) without such stockholder having made
the representation required by clause (f) of the preceding sentence.

At each meeting of the stockholders for the election of Directors at
which a quorum is present, the persons receiving the greatest number of votes,
up to the number of Directors to be elected, shall be the Directors.

2.3 Resignations and Vacancies on Board. Any Director may resign from
office at any time by delivering a written resignation to the Chairman of the
Board or the Secretary. The resignation will take effect at the time specified
therein, or, if no time is specified, at the time of its receipt by the
Corporation. The acceptance of a resignation shall not be necessary to make it
effective, unless expressly so provided in the resignation. Any vacancy on the
Board shall be filled as specified in the Certificate.

2.4 Meetings of the Board. (a) The Board may hold its meetings, both
regular and special, either within or outside the State of Delaware, at such
places as from time to time may be determined by the Board or as may be
designated in the respective notices or waivers of notice thereof.

(b) Regular meetings of the Board shall be held at such times and at
such places as from time to time shall be determined by the Board.

<PAGE> 13
9

(c) The first meeting of each newly elected Board shall be held as soon
as practicable after the annual meeting of the stockholders and shall be for the
election of officers and the transaction of such other business as may come
before it.

(d) Special meetings of the Board shall be held whenever called by
direction of the Chairman of the Board or at the request of Directors
constituting one-third of the number of Directors then in office.

(e) Members of the Board or any Committee of the Board may participate
in a meeting of the Board or such Committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at such meeting.

(f) The Secretary shall give notice to each Director of any meeting of
the Board by mailing the same at least two days before the meeting or by
delivering the same not later than the day before the meeting. Such notice need
not include a statement of the business to be transacted at, or the purpose of,
any such meeting. Any and all business may be transacted at any meeting of the
Board. No notice of any adjourned meeting need be given. No notice to or waiver
by any Director shall be required with respect to any meeting at which the
Director is present except when such Director attends the meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting was not lawfully called or convened.

2.5 Quorum and Action. Except as otherwise expressly required by
applicable law, the Certificate or these By-laws, at any meeting of the Board,
the presence of at least one-third of the entire Board shall constitute a quorum
for the transaction of business; but if there shall be less than a quorum at any
meeting of the Board, a majority of those present may adjourn the meeting from
time to time. Unless otherwise provided by applicable law, the Certificate or
these By-laws, the vote of a majority of the Directors present at any meeting at
which a quorum is present shall be necessary for the approval and adoption of
any resolution or the approval of any act of the Board.

2.6 Presiding Officer and Secretary of Meeting. The Chairman of the
Board or, in the absence of the Chairman of the Board, a member of the Board
selected by the members present, shall preside at meetings of the Board. The

<PAGE> 14
10

Secretary shall act as secretary of the meeting, but in the Secretary's absence
the presiding officer may appoint a secretary of the meeting.

2.7 Action by Consent without Meeting. Any action required or permitted
to be taken at any meeting of the Board or of any Committee thereof may be taken
without a meeting if all members of the Board or Committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board or Committee.

2.8 Standing Committees. By resolution adopted by the Board, the Board
shall elect, from among its members, individuals to serve on the Standing
Committees established by this Section 2.8. Each Standing Committee shall be
comprised of such number of Directors, not less than two, as shall be elected to
such Committee, provided that no officer or employee of the Corporation shall be
eligible to serve on the Audit, Compensation and Personnel or Nominating
Committees. Each Committee shall keep a record of all its proceedings and report
the same to the Board. One-third of the members of a Committee, but not less
than two, shall constitute a quorum, and the act of a majority of the members of
a Committee present at any meeting at which a quorum is present shall be the act
of the Committee. Each Standing Committee shall meet at the call of its chairman
or any two of its members. The chairmen of the various Committees shall preside,
when present, at all meetings of such Committees, and shall have such powers and
perform such duties as the Board may from time to time prescribe. The Standing
Committees of the Board, and functions of each, are as follows:

(a) Compensation and Personnel Committee. The Compensation and
Personnel Committee shall exercise the power of oversight over the compensation
and benefits of the employees of the Corporation, and shall be charged with
evaluating management performance, and establishing executive compensation. This
Committee shall consist of a majority of independent directors and shall have
access to its own independent outside compensation counsel. For purposes of this
Section 2.8(a), "independent director" shall mean a Director who: (i) has not
been employed by the Corporation or an affiliate thereof in an executive
capacity within the past five years; (ii) is not, and is not affiliated with a
company or firm that is, an advisor or consultant to the Corporation; (iii) is
not affiliated with a significant customer of the Corporation; (iv) has no
personal services contract(s) with the Corporation; (v) is not affiliated with a
tax-exempt entity that receives

<PAGE> 15
11

significant contributions from the Corporation; and (vi) is not a familial
relative of any person described by clauses (i) through (v).

(b) Audit Committee. The Audit Committee shall recommend the selection
of the independent auditors for the Corporation, confirm the scope of audits to
be performed by such auditors, review audit results and internal accounting and
control procedures and policies, review the fees paid to the Corporation's
independent auditors, and review and recommend approval of the audited financial
statements of the Corporation and the annual reports to stockholders. The Audit
Committee shall also review expense accounts of senior executives.

(c) Nominating Committee. The Nominating Committee shall make
recommendations as to the organization, size and composition of the Board and
Committees thereof, propose nominees for election to the Board and the
Committees thereof, and consider the qualifications, compensation and retirement
of Directors.

2.9 Other Committees. By resolution passed by the Board, the Board may
also appoint from among its members such other Committees, standing or
otherwise, as it may from time to time deem desirable and may delegate to such
Committees such powers of the Board as it may consider appropriate, consistent
with applicable law, the Certificate and these By-laws.

2.10 Compensation of Directors. Unless otherwise restricted by the
Certificate or these By-laws, Directors shall receive for their services on the
Board or any Committee thereof such compensation and benefits, including,
without limitation, the granting of options or restricted stock, together with
expenses, if any, as the Board may from time to time determine. The Directors
may be paid a fixed sum for attendance at each meeting of the Board or Committee
thereof and/or a stated annual sum as a Director, together with expenses, if
any, of attendance at each meeting of the Board or Committee thereof. Nothing
herein contained shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.

3. OFFICERS.

3.1 Officers, Titles, Elections, Terms. (a) The Board may from time to
time elect a Chairman of the Board, Chief Executive Officer and President, one
or more Executive Vice Presidents, one or more Senior Vice Presidents, one or
more

<PAGE> 16
12

Vice Presidents, a Chief Financial Officer, a Controller, a Treasurer, a
Secretary, a General Counsel, one or more Assistant Controllers, one or more
Assistant Treasurers, one or more Assistant Secretaries, and one or more
Associate or Assistant General Counsels, to serve at the pleasure of the Board
or otherwise as shall be specified by the Board at the time of such election and
until their successors are elected and qualified or until their earlier death,
retirement, resignation or removal from office in accordance with these By-laws
or any applicable law or pursuant to an order of a court.

(b) The Board may elect or appoint at any time such other officers or
agents with such duties as it may deem necessary or desirable. Such other
officers or agents shall serve at the pleasure of the Board or otherwise as
shall be specified by the Board at the time of such election or appointment and,
in the case of such other officers, until their successors are elected and
qualified or until their earlier death, retirement, resignation or removal from
office in accordance with these By-laws or any applicable law or pursuant to an
order of a court. Each such officer or agent shall have such authority and shall
perform such duties as may be provided herein or as the Board may prescribe. The
Board may from time to time authorize any officer or agent to appoint and remove
any other such officer or agent and to prescribe such person's authority and
duties.

(c) No person may be elected or appointed an officer who is not a
citizen of the United States of America if such election or appointment is
prohibited by applicable law or regulation.

(d) Any vacancy in any office may be filled for the unexpired portion
of the term by the Board. Each officer elected or appointed during the year
shall hold office until the next annual meeting of the Board at which officers
are regularly elected or appointed and until his or her successor is elected or
appointed and qualified or until his or her earlier death, retirement,
resignation or removal from office in accordance with these By-laws or any
applicable law or pursuant to an order of a court.

(e) Any officer or agent elected or appointed by the Board may be
removed at any time by the affirmative vote of a majority of the entire Board.

(f) Any officer may resign from office at any time. Such resignation
shall be made in writing and given to the Chief Executive Officer and President
or the Secretary. Any

<PAGE> 17
13

such resignation shall take effect at the time specified therein, or, if no time
is specified, at the time of its receipt by the Corporation. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation.

3.2 General Powers of Officers. Except as may be otherwise provided by
applicable law or in Article 6 or Article 7 of these By-laws, the Chairman of
the Board, the Chief Executive Officer and President, any Executive Vice
President, any Senior Vice President, any Vice President, the Chief Financial
Officer, the General Counsel, the Controller, the Treasurer and the Secretary,
or any of them, may (i) execute and deliver in the name of the Corporation, in
the name of any division of the Corporation or in both names any agreement,
contract, instrument, power of attorney or other document pertaining to the
business or affairs of the Corporation or any division of the Corporation,
including, without limitation, agreements or contracts with any government or
governmental department, agency or instrumentality, and (ii) delegate to any
employee or agent the power to execute and deliver any such agreement, contract,
instrument, power of attorney or other document.

3.3 Powers and Duties of the Chairman of the Board. The Chairman of the
Board shall, if present, preside at meetings of the Board and, if present,
preside at meetings of the stockholders. The Chairman of the Board shall, when
requested, counsel with and advise the other officers of the Corporation and
shall perform such other duties as he or she may agree with the Chief Executive
Officer and President or as the Board may from time to time prescribe.

3.4 Powers and Duties of the Chief Executive Officer and President.
Except in such instances as the Board may confer powers in particular
transactions upon any other officer, and subject to the control and direction of
the Board, the Chief Executive Officer and President shall manage and direct the
business and affairs of the Corporation and shall communicate to the Board and
any Committee thereof reports, proposals and recommendations for their
respective consideration or action.

3.5 Powers and Duties of Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents. Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents shall have such powers and perform such duties as
the Board or the Chief Executive Officer and President may from time to time
prescribe or as may be prescribed in these By-laws.

<PAGE> 18
14

3.6 Powers and Duties of the Chief Financial Officer. The Chief
Financial Officer shall have such powers and perform such duties as the Board or
the Chief Executive Officer and President may from time to time prescribe or as
may be prescribed in these By-laws. The Chief Financial Officer shall cause to
be prepared and maintained (i) at the office of the Corporation, a stock ledger
containing the names and addresses of all stockholders and the number of shares
held by each and (ii) the list of stockholders for each meeting of the
stockholders as required by Section 1.11 of these By-laws. The Chief Financial
Officer shall be responsible for the custody of all stock books and of all
unissued stock certificates.

3.7 Powers and Duties of the General Counsel. The General Counsel shall
be the chief legal officer of the Corporation reporting to the Chief Executive
Officer and President and shall be responsible for all the legal affairs of the
Corporation, including, without limitation, advising and representing the
Corporation on relevant corporate, employment, securities, tax, investment and
insurance laws, litigation, regulatory and governmental filings and proceedings,
and on such other legal matters which, in the judgment of the General Counsel,
affect the Corporation. In addition, the General Counsel shall perform such
other duties as the Board of Directors may prescribe.

3.8 Powers and Duties of the Controller and Assistant Controllers. (a)
The Controller shall be responsible for the maintenance of adequate accounting
records of all assets, liabilities, capital and transactions of the Corporation.
The Controller shall prepare and render such balance sheets, income statements,
budgets and other financial statements and reports as the Board or the Chief
Executive Officer and President may require, and shall perform such other duties
as may be prescribed or assigned pursuant to these By-laws and all other acts
incident to the position of Controller.

(b) Each Assistant Controller shall perform such duties as from time to
time may be assigned by the Controller or by the Board. In the event of the
absence, incapacity or inability to act of the Controller, then any Assistant
Controller may perform any of the duties and may exercise any of the powers of
the Controller.

3.9 Powers and Duties of the Treasurer and Assistant Treasurers. (a)
The Treasurer shall have the care and custody of all the funds and securities of
the Corporation except as may be otherwise ordered by the Board, and shall cause
such funds (i) to be invested or reinvested from time

<PAGE> 19

to time for the benefit of the Corporation as may be designated by the Board,
the Chairman of the Board, the Chief Executive Officer and President, the Chief
Financial Officer or the Treasurer or (ii) to be deposited to the credit of the
Corporation in such banks or depositories as may be designated by the Board, the
Chairman of the Board, the Chief Executive Officer and President, the Chief
Financial Officer or the Treasurer, and shall cause such securities to be placed
in safekeeping in such manner as may be designated by the Board, the Chairman of
the Board, the Chief Executive Officer and President, the Chief Financial
Officer or the Treasurer.

(b) The Treasurer, any Assistant Treasurer or such other person or
persons as may be designated for such purpose by the Board, the Chairman of the
Board, the Chief Executive Officer and President, the Chief Financial Officer or
the Treasurer may endorse in the name and on behalf of the Corporation all
instruments for the payment of money, bills of lading, warehouse receipts,
insurance policies and other commercial documents requiring such endorsement.

(c) The Treasurer, any Assistant Treasurer or such other person or
persons as may be designated for such purpose by the Board, the Chairman of the
Board, the Chief Executive Officer and President, the Chief Financial Officer or
the Treasurer (i) may sign all receipts and vouchers for payments made to the
Corporation, (ii) shall render a statement of the cash account of the
Corporation to the Board as often as it shall require the same and (iii) shall
enter regularly in books to be kept for that purpose full and accurate accounts
of all moneys received and paid on account of the Corporation and of all
securities received and delivered by the Corporation.

(d) The Treasurer shall perform such other duties as may be prescribed
or assigned pursuant to these By-laws and all other acts incident to the
position of Treasurer. Each Assistant Treasurer shall perform such duties as may
from time to time be assigned by the Treasurer or by the Board. In the event of
the absence, incapacity or inability to act of the Treasurer, then any Assistant
Treasurer may perform any of the duties and may exercise any of the powers of
the Treasurer.

3.10 Powers and Duties of the Secretary and Assistant Secretaries. (a)
The Secretary shall keep the minutes of all proceedings of the stockholders, the
Board and the Committees of the Board. The Secretary shall attend to the giving
and serving of all notices of the Corporation, in accordance with the provisions
of these By-laws and as

<PAGE> 20
16

required by applicable law. The Secretary shall be the custodian of the seal of
the Corporation. The Secretary shall affix or cause to be affixed the seal of
the Corporation to such contracts, instruments and other documents requiring the
seal of the Corporation, and when so affixed may attest the same and shall
perform such other duties as may be prescribed or assigned pursuant to these
By-laws and all other acts incident to the position of Secretary.

(b) Each Assistant Secretary shall perform such duties as may from time
to time be assigned by the Secretary or by the Board. In the event of the
absence, incapacity or inability to act of the Secretary, then any Assistant
Secretary may perform any of the duties and may exercise any of the powers of
the Secretary.

4. INDEMNIFICATION.

4.1 Indemnification. (a) The Corporation, to the fullest extent
permitted by applicable law as then in effect, shall indemnify any person who
was or is a Director or officer of the Corporation and who was or is involved in
any manner (including, without limitation, as a party or a witness) or is
threatened to be made so involved in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any action, suit
or proceeding by or in the right of the Corporation to procure a judgment in its
favor) (each, a "Proceeding"), by reason of the fact that such person was or is
a Director, officer, employee or agent of the Corporation or was or is serving
at the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan) (a "Covered Entity"),
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in connection
with such Proceeding. Any Director or officer of the Corporation entitled to
indemnification as provided in this Section 4.1(a) is hereinafter called an
"Indemnitee".

(b) Neither the amendment or repeal of, nor the adoption of a provision
inconsistent with, any provision of this Article 4 (including, without
limitation, this Section 4.1(b)) shall adversely affect the rights of any
Director or officer under this Article 4 (i) with respect to any Proceeding
commenced or threatened prior to such amendment, repeal or adoption of an
inconsistent provision

<PAGE> 21
17

or (ii) after the occurrence of a Change in Control, with respect to any
Proceeding arising out of any action or omission occurring prior to such
amendment, repeal or adoption of an inconsistent provision, in either case
without the written consent of such Director or officer.

4.2 Insurance, Contracts and Funding. The Corporation may purchase and
maintain insurance to protect itself and any Director, officer, employee or
agent of the Corporation or of any Covered Entity against any expenses,
judgments, fines and amounts paid in settlement as specified in Section 4.1(a)
or Section 4.5 of this Article 4 or incurred by any such Director, officer,
employee or agent in connection with any Proceeding referred to in such
Sections, to the fullest extent permitted by applicable law as then in effect.
The Corporation may enter into contracts with any Director, officer, employee or
agent of the Corporation or of any Covered Entity in furtherance of the
provisions of this Article 4 and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article 4.

4.3 Indemnification; Not Exclusive Right. The right of indemnification
provided in this Article 4 shall not be exclusive of any other rights to which
an Indemnitee may otherwise be entitled, and the provisions of this Article 4
shall inure to the benefit of the heirs and legal representatives of any
Indemnitee under this Article 4 and shall be applicable to Proceedings commenced
or continuing after the adoption of this Article 4, whether arising from acts or
omissions occurring before or after such adoption.

4.4 Advancement of Expenses; Procedures; Presumptions and Effect of
Certain Proceedings; Remedies. Any right of an Indemnitee to indemnification
hereunder shall be a contract right and shall include the right to receive,
prior to the conclusion of any Proceeding, advance payment of any expenses
actually or reasonably incurred by the Indemnitee in connection with such
Proceeding, consistent with the provisions of applicable law as then in effect
and the other provisions of this Article 4. In furtherance, but not in
limitation, of the foregoing provisions of this Article 4, the following
procedures, presumptions and remedies shall apply with respect to advancement of
expenses and the right to indemnification under this Article 4:

(a) Advancement of Expenses. All reasonable expenses (including
attorney's fees) incurred by or on behalf of the Indemnitee in connection with
any Proceeding shall be

<PAGE> 22
18

advanced to the Indemnitee by the Corporation within 20 days after the receipt
by the Corporation of a statement or statements from the Indemnitee requesting
such advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably
evidence the expenses incurred by the Indemnitee and, if required by law at the
time of such advance, shall include or be accompanied by an undertaking by or on
behalf of the Indemnitee to repay the amounts advanced if ultimately it should
be determined that the Indemnitee is not entitled to be indemnified against such
expenses pursuant to this Article 4.

(b) Procedures for Determination of Entitlement to Indemnification. (i)
To obtain indemnification under this Article 4, an Indemnitee shall submit to
the Secretary a written request, including such documentation and information as
is reasonably available to the Indemnitee and reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to indemnification (the
"Supporting Documentation"). The determination of the Indemnitee's entitlement
to indemnification shall be made not later than 60 days after receipt by the
Corporation of the written request for indemnification together with the
Supporting Documentation. The Secretary shall, promptly upon receipt of such a
request for indemnification, advise the Board in writing that the Indemnitee has
requested indemnification.

(ii) The Indemnitee's entitlement to indemnification under this Article
4 shall be determined in one of the following ways: (A) by a majority vote of
the Disinterested Directors (as hereinafter defined in Section 4.4(e)), whether
or not they constitute a quorum of the Board; (B) by a written opinion of
Independent Counsel (as hereinafter defined in Section 4.4(e)) if (x) a Change
in Control (as hereinafter defined in Section 4.4(e)) shall have occurred and
the Indemnitee so requests or (y) there are no Disinterested Directors or a
majority of such Disinterested Directors so directs; (C) by the stockholders of
the Corporation; or (D) as provided in Section 4.4(c) of this Article 4.

(iii) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 4.4(b)(ii), a majority
of the Disinterested Directors shall select the Independent Counsel, but only an
Independent Counsel to which the Indemnitee does not reasonably object;
provided, however, that if a Change in Control shall have occurred, the
Indemnitee shall select such Independent Counsel, but only

<PAGE> 23
19

an Independent Counsel to which a majority of the Disinterested Directors does
not reasonably object.

(c) Presumptions and Effect of Certain Proceedings. Except as otherwise
expressly provided in this Article 4, if a Change in Control shall have
occurred, the Indemnitee shall be presumed to be entitled to indemnification
under this Article 4 (with respect to actions or omissions occurring prior to
such Change in Control) upon submission of a request for indemnification
together with the Supporting Documentation in accordance with Section 4.4(b)(i)
of this Article 4, and thereafter the Corporation shall have the burden of proof
to overcome that presumption in reaching a contrary determination. In any event,
if the person or persons empowered under Section 4.4(b) of this Article 4 to
determine entitlement to indemnification shall not have been appointed or shall
not have made a determination within 60 days after receipt by the Corporation of
the request therefor, together with the Supporting Documentation, the Indemnitee
shall be deemed to be, and shall be, entitled to indemnification unless (A) the
Indemnitee misrepresented or failed to disclose a material fact in making the
request for indemnification or in the Supporting Documentation or (B) such
indemnification is prohibited by law. The termination of any Proceeding, or of
any claim, issue or matter therein, by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, adversely affect the right of the Indemnitee to indemnification or
create a presumption that the Indemnitee did not act in good faith and in a
manner which the Indemnitee reasonably believed to be in or not opposed to the
best interests of the Corporation or, with respect to any criminal Proceeding,
that the Indemnitee had reasonable cause to believe that his or her conduct was
unlawful.

(d) Remedies of Indemnitee. (i) In the event that a determination is
made pursuant to Section 4.4(b) of this Article 4 that the Indemnitee is not
entitled to indemnification under this Article 4, (A) the Indemnitee shall be
entitled to seek an adjudication of his or her entitlement to such
indemnification either, at the Indemnitee's sole option, in (x) an appropriate
court of the State of Delaware or any other court of competent jurisdiction or
(y) an arbitration to be conducted by a single arbitrator pursuant to the rules
of the American Arbitration Association; (B) any such judicial proceeding or
arbitration shall be de novo and the Indemnitee shall not be prejudiced by
reason of such adverse determination; and (C) if a Change in Control shall have
occurred, in any such judicial proceeding or arbitration, the Corporation shall

<PAGE> 24
20

have the burden of proving that the Indemnitee is not entitled to
indemnification under this Article 4 (with respect to actions or failures to act
occurring prior to such Change in Control).

(ii) If a determination shall have been made or deemed to have been
made, pursuant to Section 4.4(b) or (c) of this Article 4, that the Indemnitee
is entitled to indemnification, the Corporation shall be obligated to pay the
amounts constituting such indemnification within five days after such
determination has been made or deemed to have been made and shall be
conclusively bound by such determination unless (A) the Indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B) such indemnification
is prohibited by law. In the event that (x) advancement of expenses is not
timely made pursuant to Section 4.4(a) of this Article 4 or (y) payment of
indemnification is not made within five days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Section 4.4(b) or (c) of this Article 4, the Indemnitee shall be
entitled to seek judicial enforcement of the Corporation's obligation to pay to
the Indemnitee such advancement of expenses or indemnification. Notwithstanding
the foregoing, the Corporation may bring an action, in an appropriate court in
the State of Delaware or any other court of competent jurisdiction, contesting
the right of the Indemnitee to receive indemnification hereunder due to the
occurrence of an event described in clause (A) or (B) of this subsection (ii) (a
"Disqualifying Event"); provided, however, that in any such action the
Corporation shall have the burden of proving the occurrence of such
Disqualifying Event.

(iii) The Corporation shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 4.4(d) that the
procedures and presumptions of this Article 4 are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Corporation is bound by all the provisions of this Article 4.

(iv) In the event that the Indemnitee, pursuant to this Section 4.4(d),
seeks a judicial adjudication of or an award in arbitration to enforce his or
her rights under, or to recover damages for breach of, this Article 4, the
Indemnitee shall be entitled to recover from the Corporation, and shall be
indemnified by the Corporation against, any expenses actually and reasonably
incurred by the Indemnitee if the Indemnitee prevails in such judicial

<PAGE> 25
21

adjudication or arbitration. If it shall be determined in such judicial
adjudication or arbitration that the Indemnitee is entitled to receive part but
not all of the indemnification or advancement of expenses sought, the expenses
incurred by the Indemnitee in connection with such judicial adjudication or
arbitration shall be prorated accordingly.

(e) Definitions. For purposes of this Article 4:

(i) "Change in Control" means a change in control of the Corporation of
a nature that would be required to be reported in response to Item 6(e) (or any
successor provision) of Schedule 14A of Regulation 14A (or any amendment or
successor provision thereto) promulgated under the Securities Exchange Act of
1934, as amended (the "Act"), whether or not the Corporation is then subject to
such reporting requirement; provided that, without limitation, such a change in
control shall be deemed to have occurred if (A) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of
securities of the Corporation representing 15% or more of the voting power of
all outstanding shares of stock of the Corporation entitled to vote generally in
an election of Directors without the prior approval of at least two-thirds of
the members of the Board in office immediately prior to such acquisition; (B)
the Corporation is a party to any merger or consolidation in which the
Corporation is not the continuing or surviving corporation or pursuant to which
shares of the Corporation's Common Stock would be converted into cash,
securities or other property, other than a merger of the Corporation in which
the holders of the Corporation's Common Stock immediately prior to the merger
have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger; (C) there is a sale, lease, exchange
or other transfer (in one transaction or a series of related transactions) of
all, or substantially all, of the assets of the Corporation, or liquidation or
dissolution of the Corporation; (D) the Corporation is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board in office immediately prior to such
transaction or event constitute less than a majority of the Board thereafter; or
(E) during any period of two consecutive years, individuals who at the beginning
of such period constituted the Board (including for this purpose any new
Director whose election or nomination for election by the stockholders was
approved by a vote of at least two-thirds of the Directors then still in office
who were Directors at the beginning of such period)

<PAGE> 26
22

cease for any reason to constitute at least a majority of the Board.

(ii) "Disinterested Director" means a Director who is not or was not a
party to the Proceeding in respect of which indemnification is sought by the
Indemnitee.

(iii) "Independent Counsel" means a law firm or a member of a law firm
that neither presently is, nor in the past five years has been, retained to
represent: (a) the Corporation or the Indemnitee in any matter material to
either such party or (b) any other party to the Proceeding giving rise to a
claim for indemnification under this Article 4. Notwithstanding the foregoing,
the term "Independent Counsel" shall not include any person who, under
applicable standards of professional conduct then prevailing under the law of
the State of Delaware, would have a conflict of interest in representing either
the Corporation or the Indemnitee in an action to determine the Indemnitee's
rights under this Article 4.

4.5 Indemnification of Employees and Agents. Notwithstanding any other
provision of this Article 4, the Corporation, to the fullest extent permitted by
applicable law as then in effect, may indemnify any person other than a Director
or officer of the Corporation who is or was an employee or agent of the
Corporation and who is or was involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be made so involved in
any threatened, pending or completed Proceeding, by reason of the fact that such
person was or is an employee or agent of the Corporation or was or is serving at
the request of the Corporation as a director, officer, employee or agent of a
Covered Entity, against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such Proceeding. The Corporation may also advance
expenses incurred by such employee, fiduciary or agent in connection with any
such Proceeding, consistent with the provisions of applicable law as then in
effect.

4.6 Severability. If any provision or provisions of this Article 4
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality and enforceability of the remaining provisions of
this Article 4 (including, without limitation, all portions of any Section of
this Article 4 containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby; and (ii) to the fullest extent
possible, the provisions of this

<PAGE> 27
23

Article 4 (including, without limitation, all portions of any Section of this
Article 4 containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.

5. CAPITAL STOCK

5.1 Stock Certificates. (a) Every holder of stock in the Corporation
shall be entitled to have a certificate certifying the number of shares owned by
him or her in the Corporation and designating the class and series of stock to
which such shares belong, which certificate shall otherwise be in such form as
the Board shall prescribe and as provided in Section 5.1(d). Each such
certificate shall be signed by, or in the name of, the Corporation by the
Chairman of the Board, the Chief Executive Officer and President or any Vice
President, and by the Treasurer or any Assistant Treasurer or the Secretary or
any Assistant Secretary.

(b) If such certificate is countersigned by a transfer agent other than
the Corporation or its employee, or by a registrar other than the Corporation or
its employee, the signatures of the officers of the Corporation may be
facsimiles, and, if permitted by applicable law, any other signature on the
certificate may be a facsimile.

(c) In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer at the date of issue.

(d) Certificates of stock shall be issued in such form as shall be
approved by the Board and not inconsistent with the Certificate. They shall be
numbered and registered in the order in which they are issued. No certificate
shall be issued until fully paid.

(e) All certificates surrendered to the Corporation shall be canceled
(other than treasury shares) with the date of cancellation affixed thereon and
shall be retained by the Chief Financial Officer, together with the powers of
attorney to transfer and the assignments of the shares represented by such
certificates, for such period of time as such officer shall designate.

5.2 Record Ownership. A record of the name of the person, firm or
corporation and address of such holder of

<PAGE> 28
24

each certificate, the number of shares represented thereby and the date of issue
thereof shall be made on the Corporation's books. The Corporation shall be
entitled to treat the holder of record of any share of stock as the holder in
fact thereof, and accordingly shall not be bound to recognize any equitable or
other claim to or interest in any share on the part of any person, whether or
not it shall have express or other notice thereof, except as required by
applicable law.

5.3 Transfer of Record Ownership. Transfers of stock shall be made on
the books of the Corporation only by direction of the person named in the
certificate or such person's attorney, lawfully constituted in writing, and only
upon the surrender of the certificate therefor and a written assignment of the
shares evidenced thereby. Whenever any transfer of stock shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer if, when the certificates are presented to the Corporation for
transfer, both the transferor and transferee request the Corporation to do so.

5.4 Lost, Stolen or Destroyed Certificates. Certificates representing
shares of the stock of the Corporation shall be issued in place of any
certificate alleged to have been lost, stolen or destroyed in such manner and on
such terms and conditions as the Board from time to time may authorize in
accordance with applicable law.

5.5 Transfer Agent; Registrar; Rules Respecting Certificates. The
Corporation shall maintain one or more transfer offices or agencies where stock
of the Corporation shall be transferable. The Corporation shall also maintain
one or more registry offices where such stock shall be registered. The Board may
make such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of stock certificates in accordance with applicable
law.

5.6 Fixing Record Date for Determination of Stockholders of Record. (a)
The Board may fix, in advance, a date as the record date for the purpose of
determining the stockholders entitled to notice of, or to vote at, any meeting
of the stockholders or any adjournment thereof, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board, and which record date shall not be more than 60 days nor less than
ten days before the date of a meeting of the stockholders. If no record date is
fixed by the Board, the record date for determining the stockholders entitled to

<PAGE> 29
25

notice of or to vote at a stockholders' meeting shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board may fix a new record date for
the adjourned meeting.

(b) The Board may fix, in advance, a date as the record date for the
purpose of determining the stockholders entitled to receive payment of any
dividend or other distribution or the allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or in order to make a determination of the stockholders for the purpose of any
other lawful action, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date
shall not be more than 60 calendar days prior to such action. If no record date
is fixed by the Board, the record date for determining the stockholders for any
such purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto.

6. SECURITIES HELD BY THE CORPORATION.

6.1 Voting. Unless the Board shall otherwise order, the Chairman of the
Board, the Chief Executive Officer and President, any Executive Vice President,
any Senior Vice President, any Vice President, the Chief Financial Officer, the
Controller, the Treasurer or the Secretary shall have full power and authority,
on behalf of the Corporation, to attend, act and vote at any meeting of the
stockholders of any corporation in which the Corporation may hold stock and at
such meeting to exercise any or all rights and powers incident to the ownership
of such stock, and to execute on behalf of the Corporation a proxy or proxies
empowering another or others to act as aforesaid. The Board from time to time
may confer like powers upon any other person or persons.

6.2 General Authorization to Transfer Securities Held by the
Corporation. (a) Any of the following officers, to wit: the Chairman of the
Board, the Chief Executive Officer and President, any Executive Vice President,
any Senior Vice President, any Vice President, the Chief Financial Officer, the
Controller, the Treasurer, any Assistant Controller, any Assistant Treasurer,
and each of them, hereby is authorized and empowered to transfer, convert,
endorse, sell, assign

<PAGE> 30
26

and deliver any and all shares of stock, bonds, debentures, notes, subscription
warrants, stock purchase warrants, evidences of indebtedness, or other
securities now or hereafter standing in the name of or owned by the Corporation,
and to make, execute and deliver any and all written instruments of assignment
and transfer necessary or proper to effectuate the authority hereby conferred.

(b) Whenever there shall be annexed to any instrument of assignment and
transfer executed pursuant to and in accordance with the foregoing Section
6.2(a), a certificate of the Secretary or any Assistant Secretary in office at
the date of such certificate setting forth the provisions hereof and stating
that they are in full force and effect and setting forth the names of persons
who are then officers of the Corporation, all persons to whom such instrument
and annexed certificate shall thereafter come shall be entitled, without further
inquiry or investigation and regardless of the date of such certificate, to
assume and to act in reliance upon the assumption that (i) the shares of stock
or other securities named in such instrument were theretofore duly and properly
transferred, endorsed, sold, assigned, set over and delivered by the
Corporation, and (ii) with respect to such securities, the authority of these
provisions of these By-laws and of such officers is still in full force and
effect.

7. DEPOSITARIES AND SIGNATORIES.

7.1 Depositaries. The Chairman of the Board, the Chief Executive
Officer and President, the Chief Financial Officer, and the Treasurer are each
authorized to designate depositaries for the funds of the Corporation deposited
in its name or that of a division of the Corporation, or both, and the
signatories with respect thereto in each case, and from time to time, to change
such depositaries and signatories, with the same force and effect as if each
such depositary and the signatories with respect thereto and changes therein had
been specifically designated or authorized by the Board; and each depositary
designated by the Board or by the Chairman of the Board, the Chief Executive
Officer and President, the Chief Financial Officer, or the Treasurer shall be
entitled to rely upon the certificate of the Secretary or any Assistant
Secretary of the Corporation or of a division of the Corporation setting forth
the fact of such designation and of the appointment of the officers of the
Corporation or of the division or of both or of other persons who are to be
signatories with respect to the withdrawal of funds deposited with such
depositary, or from time to time the fact of any change in any depositary or in
the signatories with respect thereto.

<PAGE> 31
27

7.2 Signatories. Unless otherwise designated by the Board or by the
Chairman of the Board, the Chief Executive Officer and President, the Chief
Financial Officer or the Treasurer, all notes, drafts, checks, acceptances,
orders for the payment of money and all other negotiable instruments obligating
the Corporation for the payment of money shall be (a) signed by the Treasurer or
any Assistant Treasurer and (b) countersigned by the Controller or any Assistant
Controller, or (c) either signed or countersigned by the Chairman of the Board,
the Chief Executive Officer and President, any Executive Vice President, any
Senior Vice President or any Vice President in lieu of either of the officers
designated in clause (a) or the officers designated in clause (b) of this
Section 7.2.

8. SEAL.

The seal of the Corporation shall be in such form and shall have such
content as the Board shall from time to time determine.

9. FISCAL YEAR.

The fiscal year of the Corporation shall end on December 31 in each
year, or on such other date as the Board shall determine.

10. WAIVER OF OR DISPENSING WITH NOTICE.

(a) Whenever any notice of the time, place or purpose of any meeting of
the stockholders is required to be given by applicable law, the Certificate or
these By-laws, a written waiver of notice, signed by a stockholder entitled to
notice of a stockholders' meeting, in whatever form, whether signed before or
after the time set for a given meeting, shall be deemed equivalent to notice of
such meeting. Attendance of a stockholder in person or by proxy at a
stockholders' meeting shall constitute a waiver of notice to such stockholder of
such meeting, except when the stockholder attends the meeting for the express
purpose of objecting at the beginning of the meeting to the transaction of any
business because the meeting was not lawfully called or convened.

(b) Whenever any notice of the time or place of any meeting of the
Board or Committee of the Board is required to be given by applicable law, the
Certificate or these By-laws, a written waiver of notice signed by a Director,
in whatever form, whether signed before or after the time set for a given
meeting, shall be deemed equivalent to notice of such meeting. Attendance of a
Director at a meeting in

<PAGE> 32
28

person (or by conference telephone or similar communications equipment) shall
constitute a waiver of notice to such Director of such meeting, except when the
Director attends the meeting for the express purpose of objecting at the
beginning of the meeting to the transaction of any business because the meeting
was not lawfully called or convened.

(c) No notice need be given to any person with whom communication is
made unlawful by any law of the United States or any rule, regulation,
proclamation or executive order issued under any such law.

11. AMENDMENT OF BY-LAWS.

Except as otherwise provided in the Certificate, these By-laws, or any
of them, may from time to time be supplemented, amended or repealed, or new
By-laws may be adopted, by the Board at any regular or special meeting of the
Board, if such supplement, amendment, repeal or adoption is approved by a
majority of the entire Board. These By-laws, or any of them, may from time to
time be supplemented, amended or repealed, or new By-laws may be adopted, by the
stockholders at any regular or special meeting of the stockholders at which a
quorum is present, if such supplement, amendment, repeal or adoption is approved
by the affirmative vote of the holders of at least a majority of the voting
power of all outstanding shares of stock of the Corporation entitled to vote
generally in an election of directors.

12. OFFICES AND AGENT

(a) Registered Office and Agent. The registered office of the
Corporation in the State of Delaware shall be 1209 Orange Street, Wilmington,
Delaware 19801. The name of the registered agent is The Corporation Trust
Company. Such registered agent has a business office identical with such
registered office.

(b) Other Offices. The Corporation may also have offices at other
places, either within or outside the State of Delaware, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.

<PAGE> 1
Exhibit 4.1

INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE

NUMBER *0* SHARES *0*

HLI

SEE REVERSE SIDE SEE REVERSE SIDE FOR
FOR RIGHTS LEGEND CERTAIN DEFINITIONS

Hartford Life, Inc.

CUSIP 000000 00 0

THIS IS TO CERTIFY THAT ** Specimen **

IS THE OWNER OF ** Zero (0) **

FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK, PAR
VALUE $.01 PER SHARE, of Hartford Life, Inc., transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all of the provisions
of the Certificate of Incorporation and the By-Laws of the Corporation as the
same may be from time to time amended, to all of which the holder by acceptance
hereof assents.

This certificate is not valid until countersigned by the Transfer Agent
and registered by the Registrar.

Witness the seal of the Corporation and the signatures of its duly
authorized officers.

Dated:
-------------- --------------------------------------
President and CEO

COUNTERSIGNED AND REGISTERED:
THE BANK OF NEW YORK --------------------------------------
TRANSFER AGENT Chief Financial Officer and Treasurer
AND REGISTRAR

BY:
-------------------------------- --------------------------------------
AUTHORIZED SIGNATURE Secretary

<PAGE> 2
Hartford Life, Inc.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common UNIF GIFT MIN ACT _______ Custodian _______
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gift to Minors Act of
survivorship and not as tenants ______________________________
in common (State)

Additional abbreviations also may be used though not in the above list.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS, THE DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTION OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE
TRANSFER AGENT.

For value received, ________________ hereby sells, assigns and transfers unto

_______________________________________________________________________________
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)

_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

______________________ (________) shares of the capital stock represented by
the within Certificate, and do hereby irrevocably constitute and appoint
___________________________________ Attorney to transfer the said stock on the
books of the within-named Corporation with full power of substitution in the
premises.

Dated: _________________ _________________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of this certificate in every particular
without alteration or enlargement or any change
whatever. The signature of the person executing
this power must be guaranteed by an Eligible
Guarantor Institution such as a Commercial Bank,
Trust Company, Securities Broker/Dealer, Credit
Union or a Savings Association participating in a
Medallion program approved by the Securities
Transfer Association, Inc.

<PAGE> 1
Exhibit 5.1

[Letterhead of]

CRAVATH, SWAINE & MOORE
[New York Office]

April 24, 1997

Ladies and Gentlemen:

Reference is made to the initial public offering by Hartford Life, Inc., a
Delaware corporation (the "Company"), of 26,000,000 shares of its Class A Common
Stock, par value $0.01 per share (the "Shares"), pursuant to a Registration
Statement on Form S-1 (File No. 333-21459) filed with the Securities and
Exchange Commission (the "Commission") on February 10, 1997, Amendment No. 1
thereto filed with the Commission on March 20, 1997, and Amendment No. 2 thereto
filed with the Commission on April 24, 1997 (together, the "Registration
Statement"), under the Securities Act of 1933. The Shares include 3,000,000
shares which are subject to over-allotment options to be granted by the Company
to the underwriters referenced in the Registration Statement.

As counsel for the Company, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary or appropriate for
the purposes of this opinion, including: (a) the Restated Certificate of
Incorporation of the Company; (b) the By-laws of the Company; (c) various
corporate records and proceedings relating to the organization of the Company
and the issuance of the Shares; (d) various resolutions of the Company relating
to the organization of the Company and the initial public offering by the
Company of the Shares; and (e) a specimen certificate representing the Shares.

Based upon the foregoing, we are of opinion that the Shares have been
duly and validly authorized and, when issued and delivered to, and paid for by,
the underwriters pursuant to the underwriting agreements relating to the
Registration Statement, will be validly issued, fully paid and nonassessable.

<PAGE> 2
We are furnishing this opinion solely for the benefit of the Company.
This opinion may not be relied upon by any other person or for any other
purpose or used, circulated, quoted or otherwise referred to for any other
purpose.

We consent to the use of this opinion as an Exhibit to the Registration
Statement, and we consent to the reference to our firm under the caption
"Validity of Class A Common Stock" in the Prospectus forming a part of the
Registration Statement.

Very truly yours,

/s/ Cravath, Swaine & Moore

Hartford Life, Inc.
200 Hopmeadow Street
Simsbury, CT 06089

<PAGE> 1
Exhibit 10.1

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

MASTER INTERCOMPANY AGREEMENT

between

HARTFORD LIFE, INC.,

ITT HARTFORD GROUP, INC.

and, with respect to certain Sections,

HARTFORD FIRE INSURANCE COMPANY

Dated as of [ ], 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 dated [ ], 1997, from ITT Hartford 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 [ ],
1997, by and between HARTFORD LIFE, INC., a
Delaware corporation ("HLI"), ITT HARTFORD 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 [ ], 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 [ ], 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 dated [ ], 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
dated [ ], 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.

ITT HARTFORD GROUP, INC.,

-------------------------------------
Name:
Title:

HARTFORD LIFE, INC.,

-------------------------------------
Name:
Title:

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

by
-------------------------------------
Name:
Title:

<PAGE> 1
EXHIBIT 10.2

TAX SHARING AGREEMENT

THIS TAX SHARING AGREEMENT (the "Agreement"), dated as of this ___ day
of _________, 1997, by and between ITT HARTFORD 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
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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
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"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
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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
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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
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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
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(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
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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
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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.

[SEPARATE COMPANY SIGNATURES REQUIRED]

<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
and are initially as set forth in Schedules A, B, C, D, E, F, G, H, I,
J, K, L, M, O, P, Q, R and S, respectively, all of which schedules 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

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<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

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<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

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<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.

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<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.

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<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:________________________________________
Gregory A. Boyko
Title: Vice President

THE HARTFORD INVESTMENT MANAGEMENT COMPANY

By:________________________________________
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

HARTFORD FIRE & HARTFORD ACCIDENT & INDEMNITY
MANAGEMENT AGREEMENT

This Agreement, made as of this ___ 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 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 ___ 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 and
are initially as set forth in Schedule A 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 the "ITT
<PAGE> 2
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. 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 __, 1997
and ending on March __, 2000 (the "Initial Period"). Thereafter, this
Agreement shall be renewable automatically for successive one year periods
on March __ ("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.

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

- 3 -
<PAGE> 4
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 Fire Insurance Company
Hartford Plaza
Hartford, CT 06115
Attention:

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

Hartford Fire Insurance Company
690 Asylum Avenue
Hartford, CT 06115
Attention:

(Above for all other deliveries)

To the Client: Hartford Accident and Indemnity Company
690 Asylum Avenue
Hartford, CT 06115

- 4 -
<PAGE> 5
Attention:

(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

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.

15) CONFIDENTIAL INFORMATION

- 5 -
<PAGE> 6
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 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.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement,
as of the date first above written.

HARTFORD FIRE INSURANCE COMPANY
HARTFORD ACCIDENT AND INDEMNITY COMPANY

By:___________________________________

Title:________________________________

THE HARTFORD INVESTMENT MANAGEMENT COMPANY

- 6 -
<PAGE> 7
By:___________________________________
Joseph H. Gareau
Title: President

- 7 -
<PAGE> 8
EXHIBIT 1

LIST OF ACCOUNTS

The following constitutes a List of the Accounts referred to in Section 2
of the Management Agreement entered into among Hartford Fire Insurance Company
and Hartford Accident and Indemnity Company, each such 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").

Hartford Fire Insurance Company - High-Yield Portfolio
Hartford Accident and Indemnity Company - High-Yield Portfolio

- 8 -

<PAGE> 1
Exhibit 10.5

MANAGEMENT AGREEMENT
PROPERTY AND CASUALTY COMPANIES

This AGREEMENT, made as of this__ 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__ 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
<PAGE> 2
Management Agreement Page 2

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, the Account. The "Account" shall mean the invested assets
("Invested Assets") 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, 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 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 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.

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 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 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 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.

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
<PAGE> 4
Management Agreement Page 4

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.

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.

the equivalent of all indirect and direct costs incurred by the Manager
during the relevant period (the "Cost Reimbursement Amount").
Notwithstanding the foregoing, Fencourt Reinsurance Limited, First State
Insurance Company, New England Insurance Company and New England
Reinsurance Corporation shall pay a fee equal to a competitive market rate
as agreed to between Client and Manager within sixty (60) days of the
effective date of this Agreement and thereafter within sixty (60) days of
each anniversary date. The Cost Reimbursement Amount will be established by
Manager and provided to Client within a reasonable period of time 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. 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.

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
<PAGE> 6
Management Agreement Page 6

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__,1997
and ending on March__,2000 (the "Initial Period"). Thereafter, this
Agreement shall be renewable automatically for successive one year periods
on March__("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.

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.

10) SERVICE TO OTHER CLIENTS
<PAGE> 7
Management Agreement Page 7

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, so long as it
is the Manager's policy, to the extent practical, to allocate investment
opportunities to the Account 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 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:

______________________________ [Relevant Company]
______________________________ [Address]
Attention: ______________________________ [Name of Officer]
______________________________ [Title of Officer]

To the Manager: Hartford Investment Services, Inc.
<PAGE> 8
Management Agreement Page 8
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.

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. The
voting of such proxies shall be cast in a manner which is in the best
interest of the 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
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,
<PAGE> 9
Management Agreement Page 9

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.

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.
<PAGE> 10
Management Agreement Page 10

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 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.
<PAGE> 11
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.

FENCOURT REINSURANCE COMPANY, LIMITED
FIRST STATE INSURANCE COMPANY
NEW ENGLAND INSURANCE COMPANY
NEW ENGLAND REINSURANCE CORPORATION
NUTMEG INSURANCE COMPANY
HARTFORD FIRE INSURANCE COMPANY
HARTFORD INSURANCE, LTD.
HARTFORD ACCIDENT AND INDEMNITY COMPANY
TRUMBULL INSURANCE COMPANY
HARTFORD CASUALTY INSURANCE COMPANY
PROPERTY AND CASUALTY INSURANCE COMPANY OF HARTFORD
HARTFORD UNDERWRITERS INSURANCE COMPANY
TWIN CITY FIRE INSURANCE COMPANY
HARTFORD INSURANCE COMPANY OF CANADA
HARTFORD LLOYD'S INSURANCE COMPANY
PACIFIC INSURANCE COMPANY, LIMITED
SENTINEL INSURANCE COMPANY, LIMITED
HARTFORD INSURANCE COMPANY OF ILLINOIS
HARTFORD INSURANCE COMPANY OF THE SOUTHEAST
HARTFORD INSURANCE COMPANY OF THE MIDWEST

By:_________________________________________________
Name:
Title:

HARTFORD INVESTMENT SERVICES, INC.

By:_________________________________________________
Name: Joseph H. Gareau
Title: President
<PAGE> 12
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> 13
SCHEDULE 1

Fencourt Reinsurance Company, Limited

First State Insurance Company

New England Insurance Company

New England Reinsurance Corporation

Nutmeg Insurance Company

Hartford Fire Insurance Company

Hartford Insurance, Ltd.

Hartford Accident and Indemnity Company

Trumbull Insurance Company

Hartford Casualty Insurance Company

Property and Casualty Insurance Company of Hartford

Hartford Underwriters Insurance Company

Twin City Fire Insurance Company

Hartford Insurance Company of Canada

Hartford Lloyd's Insurance Company

Pacific Insurance Company, Limited

Sentinel Insurance Company, Limited

Hartford Insurance Company of Illinois

Hartford Insurance Company of the Southeast

Hartford Insurance Company of the Midwest

<PAGE> 1
Exhibit 10.6

MANAGEMENT AGREEMENT
LIFE COMPANIES

This AGREEMENT, made as of this __________ 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:

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.

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-

8) TERMINATION
This Agreement shall run for an initial period beginning on March__, 1997
and ending on March__, 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__
("Successive One Year Period"), unless on or after September__, 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

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:

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:_____________________________________________
Name: Gregory A. Boyko
Title: Vice President

HARTFORD INVESTMENT SERVICES, INC.

By:_____________________________________________
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.

Alpine Life Insurance Company

Hartford Life Insurance Company

ITT Hartford Life and Annuity Insurance Company

ITT Hartford International Life Reassurance Corporation

<PAGE> 1
Exhibit 10.7

SUBLEASE AGREEMENT

This Sublease Agreement (Sublease Agreement) is made as of the _____
day of April, 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:
___________________ (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 April
__, 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___________________________ By____________________________
[Print Name] [Print Name]

Its__________________________ Its___________________________
[Title] [Title]

<PAGE> 7
EXHIBIT A

(Copy of Over-Lease)
<PAGE> 8
EXHIBIT B

(Schedule of Payments of Fixed Rent)

(1) Each semiannual payment of Fixed Rent payable for the period from the date
hereof through December 31, 1997 (i.e., the period which is the remainder of
year 13 of the Primary Term of the Over-Lease) is $6,131,916.00 and is payable
in arrears, with payments due on June 30, 1997 and on December 31, 1997.

(2) Each semiannual payment of Fixed Rent payable during the years 14 and 15 of
the Primary Term of the Over-Lease is $6,151,916.00 and is payable in arrears,
with payments due on the last day of June and on the last day of December in
each year commencing on June 30, 1998 and ending on December 31, 1999.

(3) Each annual payment of Fixed Rent payable during the years 16 through 20 of
the Primary Term of the Over-Lease is $21,252,830.00 and is payable in arrears,
with payments due on the last day of December in each year commencing on
December 31, 2000 and ending on December 31, 2004.

(4) Each annual payment of Fixed Rent payable during the years 21 through 25 of
the Primary Term of the Over-Lease is $22,232,667.00 and is payable in arrears,
with payments due on the last day of December in each year commencing on
December 31, 2005 and ending on December 31, 2009.

<PAGE> 1
EXHIBIT 10.8

U.S. $1,300,000,000

CREDIT AGREEMENT

Dated as of February 10, 1997

Among

HARTFORD LIFE, INC.

as Borrower

and

THE INITIAL LENDERS NAMED HEREIN

as Initial Lenders

and

CITIBANK, N.A.

as Administrative Agent
<PAGE> 2
TABLE OF CONTENTS

PAGE

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms .................................... 1
SECTION 1.02. Computation of Time Periods .............................. 11
SECTION 1.03. Accounting Terms ......................................... 11

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01. The Advances ............................................. 12
SECTION 2.02. Making the Advances ...................................... 12
SECTION 2.03. Fees ..................................................... 13
SECTION 2.04. Repayment ................................................ 13
SECTION 2.05. Interest ................................................. 13
SECTION 2.06. Interest Rate Determination .............................. 14
SECTION 2.07. Optional Conversion of Advances .......................... 15
SECTION 2.08. Optional Prepayments ..................................... 15
SECTION 2.09. Increased Costs .......................................... 15
SECTION 2.10. Illegality ............................................... 16
SECTION 2.11. Payments and Computations ................................ 16
SECTION 2.12. Taxes .................................................... 17
SECTION 2.13. Sharing of Payments, Etc. ................................ 18
SECTION 2.14. Use of Proceeds .......................................... 19
SECTION 2.15. Removal of Lender ........................................ 19

ARTICLE III

CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01 .... 19
SECTION 3.02. Conditions Precedent to Each Borrowing ................... 20
SECTION 3.03. Determinations Under Section 3.01 ........................ 20

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower ........... 21

ARTICLE V

COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants .................................... 23
SECTION 5.02. Negative Covenants ....................................... 25
SECTION 5.03. Financial Covenants ...................................... 28
<PAGE> 3
ii

PAGE

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01. Events of Default ........................................ 28

ARTICLE VII

THE ADMINISTRATIVE AGENT

SECTION 7.01. Authorization and Action ................................. 30
SECTION 7.02. Administrative Agent's Reliance, Etc. .................... 30
SECTION 7.03. Citibank and Affiliates .................................. 31
SECTION 7.04. Lender Credit Decision ................................... 31
SECTION 7.05. Indemnification .......................................... 31
SECTION 7.06. Successor Administrative Agent ........................... 31

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. Amendments, Etc. ......................................... 32
SECTION 8.02. Notices, Etc. ............................................ 32
SECTION 8.03. No Waiver; Remedies ...................................... 32
SECTION 8.04. Costs and Expenses ....................................... 33
SECTION 8.05. Right of Set-off ......................................... 33
SECTION 8.06. Binding Effect ........................................... 34
SECTION 8.07. Assignments and Participations ........................... 34
SECTION 8.08. Confidentiality .......................................... 36
SECTION 8.09. Governing Law ............................................ 36
SECTION 8.10. Execution in Counterparts ................................ 36
SECTION 8.11. Jurisdiction, Etc. ....................................... 36
SECTION 8.12. Waiver of Jury Trial ..................................... 36
<PAGE> 4
iii

Schedules
- ---------

Schedule I - List of Applicable Lending Offices

Schedule 4.01(c) - Required Authorizations and Approvals

Schedule 5.02(a) - Existing Liens

Exhibits
- --------

Exhibit A - Form of Promissory Note

Exhibit B - Form of Notice of Borrowing

Exhibit C - Form of Assignment and Acceptance

Exhibit D - Form of Opinion of Counsel for the Borrower
<PAGE> 5
CREDIT AGREEMENT

Dated as of February 10, 1997

Hartford Life, Inc., a Delaware corporation (the "Borrower"), the
banks, financial institutions and other institutional lenders (the "Initial
Lenders") listed on the signature pages hereof, and Citibank, N A. ("Citibank"),
as administrative agent (the "Administrative Agent") for the Lenders (as
hereinafter defined), agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms. As used in this Agreement,
the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

"Administrative Agent" has the meaning given such term in the
recital of parties to this Agreement.

"Administrative Agent's Account" means the account of the
Administrative Agent maintained by the Administrative Agent at Citibank
with its office at 1 Court Square, 7th Floor, Zone 1, Long Island City,
New York 11120, Account No. 36852248, Attention: John Mann.

"Advance" means an advance by a Lender to the Borrower pursuant to
Article II, and refers to a Base Rate Advance or a Eurodollar Rate
Advance (each of which shall be a "Type" of Advance).

"Affiliate" means, as to any Person, any other Person that,
directly or indirectly, controls, is controlled by or is under common
control with such Person or is a director or officer of such Person.
For purposes of this definition, the term "control" (including the terms
"controlling", "controlled by" and "under common control with") of a
Person means the possession, direct or indirect, of the power to vote 5%
or more of the Voting Stock of such Person or to direct or cause the
direction of the management and policies of such Person, whether through
the ownership of Voting Stock, by contract or otherwise.

"Applicable Insurance Regulatory Authority" shall mean, with
respect to any Insurance Subsidiary, the insurance commissioner or
department or similar Governmental Authority located in the state in
which such Insurance Subsidiary is domiciled and any Federal insurance
Governmental Authority.

"Applicable Lending Office" means, with respect to each Lender,
such Lender's Domestic Lending Office in the case of a Base Rate Advance
and such Lender's Eurodollar Lending Office in the case of a Eurodollar
Rate Advance.

"Applicable Margin" means, as of any date, a percentage per annum
determined by reference to the Public Debt Rating in effect on such date
as set forth below:
<PAGE> 6
2

<TABLE>
<CAPTION>
=========================================================================
Public Debt Rating Applicable Margin for Applicable Margin for
S&P/Moody's Base Rate Advances Eurodollar Rate Advances
=========================================================================
<S> <C> <C>
Level 1
AA-/Aa3 or above 0% .135%
-------------------------------------------------------------------------
Level 2
A+/A1 or A/A2 0% .150%
-------------------------------------------------------------------------
Level 3
A-/A3 0% .190%
-------------------------------------------------------------------------
Level 4
BBB+/Baa1 0% .225%
-------------------------------------------------------------------------
Level 5
BBB/Baa2 0% .255%
-------------------------------------------------------------------------
Level 6
BBB-/Baa3 or below 0% .300%
-------------------------------------------------------------------------
</TABLE>

"Applicable Percentage" means, as of any date, a percentage per
annum determined by reference to the Public Debt Rating in effect on
such date as set forth below:

<TABLE>
<CAPTION>
===========================================
Public Debt Rating Applicable
S&P/Moody's Percentage
===========================================
<S> <C>
Level 1
AA-/Aa3 or above .040%
-------------------------------------------
Level 2
A+/A1 or A/A2 .050%
-------------------------------------------
Level 3
A-/A3 .060%
-------------------------------------------
Level 4
BBB+/Baa1 .075%
-------------------------------------------
Level 5
BBB/Baa2 .095%
-------------------------------------------
Level 6
BBB-/Baa3 or below .100%
-------------------------------------------
</TABLE>

"Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the
Administrative Agent, in substantially the form of Exhibit C hereto.

"AVR" shall mean, with respect to the Insurance Subsidiaries of
the Borrower at any time, the amount set forth on line 24.1 on page 3 of
the Liabilities, Surplus and Other Funds Statement in the annual
<PAGE> 7
3

Statement or the Quarterly Statement of Hartford Life and Accident Insurance
Company most recently delivered to the Administrative Agent and the Lenders
pursuant to Section 5.01(i) or, if such statement shall be modified, the
equivalent item on any applicable successor form.

"Base Rate" means a fluctuating interest rate per annum in effect from
time to time, which rate per annum shall at all times be equal to the highest
of:

(a) the rate of interest announced publicly by Citibank in New
York, New York, from time to time, as Citibank's base rate;

(b) the sum (adjusted to the nearest 1/4 of 1% or, if there
is no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of
1% per annum, plus (ii) the rate obtained by dividing (A) the latest
three-week moving average of secondary market morning offering rates in
the United States for three-month certificates of deposit of major
United States money market banks, such three-week moving average
(adjusted to the basis of a year of 360 days) being determined weekly
on each Monday (or, if such day is not a Business Day, on the next
succeeding Business Day) for the three-week period ending on the
previous Friday by Citibank on the basis of such rates reported by
certificate of deposit dealers to and published by the Federal Reserve
Bank of New York or, if such publication shall be suspended or
terminated, on the basis of quotations for such rates received by
Citibank from three New York certificate of deposit dealers of
recognized standing selected by Citibank, by (B) a percentage equal to
100% minus the average of the daily percentages specified during such
three-week period by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve
requirement (including, but not limited to, any emergency, supplemental
or other marginal reserve requirement) for Citibank with respect to
liabilities consisting of or including (among other liabilities)
three-month U.S. dollar non-personal time deposits in the United
States, plus (iii) the average during such three-week period of the
annual assessment rates estimated by Citibank for determining the then
current annual assessment payable by Citibank to the Federal Deposit
Insurance Corporation (or any successor) for insuring U.S. dollar
deposits of Citibank in the United States; and

"Base Rate Advance" means an Advance that bears interest as provided in
Section 2.05(a)(i).

"Borrower" has the meaning given such term in the recital of parties to
this Agreement.

"Borrowing" means a borrowing consisting of Advances of the same Type
made on the same day by the Lenders.

"Business Day" means a day of the year on which banks are not required
or authorized by law to close in New York City and, if the applicable Business
Day relates to any Eurodollar Rate Advances, on which dealings are carried on in
the London interbank market.

"Capitalized Lease-Back Obligation" shall mean with respect to any
property or asset, at any date as of which the same is to be determined, the
total net rental obligations of the Borrower or any of its Subsidiaries under a
lease of such property or asset, entered into as part of an arrangement to which
the provisions of Section 5.02(f) are applicable (or would have been applicable
had such Subsidiary been a Subsidiary at the time it entered into such lease),
discounted to the date of computation at the rate of interest per annum implicit
in the lease (determined in accordance with GAAP). The amount of the net rental
obligation for any calendar year under any lease shall be the sum of the rental
and other payments
<PAGE> 8
4

required to be paid in such calendar year by the lessee thereunder, not
including, however, any amounts required to be paid by such lessee (whether or
not therein designated as rental or additional rental) on account of maintenance
and repairs, insurance, taxes, assessments, water rates and similar charges.

"Citibank" has the meaning given such term in the recital of parties to
this Agreement.

"Commitment" has the meaning specified in Section 2.01.

"Confidential Information" means information that the Borrower
furnishes to the Administrative Agent or any Lender in a writing designated as
confidential, but does not include any such information that is or becomes
generally available to the public or that is or becomes available to the
Administrative Agent or such Lender from a source other than the Borrower and
such source, to the best knowledge of the Administrative Agent or such Lender,
is not subject to or bound by any confidentiality agreement with the Borrower.

"Consolidated" refers to the consolidation of accounts in accordance
with GAAP or SAP, as applicable.

"Consolidated Net Tangible Assets" shall mean the total of all assets
appearing on a Consolidated balance sheet of the Borrower and its Subsidiaries,
prepared in accordance with GAAP (and as of a date not more than 90 days prior
to the date as of which Consolidated Net Tangible Assets are to be determined),
less the sum of the following items as shown on such Consolidated balance sheet:

(i) the book amount of all segregated intangible assets,
including such items as goodwill, trademarks, trademark rights, trade
names, trade name rights, copyrights, patents, patent rights and
licenses and unamortized debt discount and expenses less unamortized
debt premium;

(ii) all depreciation, valuation and other reserves;

(iii) current liabilities;

(iv) any minority interest in the shares of stock (other than
Preferred Stock) and surplus of the Subsidiaries of the Borrower;

(v) the total indebtedness of the Borrower and its
Subsidiaries incurred in any manner to finance or recover the cost to
the Borrower or any Subsidiary of the Borrower of any physical
property, real or personal, which prior to or simultaneously with the
creation of such indebtedness shall have been leased by the Borrower or
such Subsidiary to the United States of America or a department or
agency thereof at an aggregate rental, payable during that portion of
the initial term of such Lease (without giving effect to any options of
renewal or extension) which shall be unexpired at the date of the
creation of such indebtedness, sufficient (taken together with any
amounts required to be paid by the lessee to the lessor upon any
termination of such lease) to pay in full at the stated maturity date
or dates thereof the principal of and the interest on such
indebtedness;

(vi) deferred income and deferred liabilities, and

(vii) other items deductible under GAAP.
<PAGE> 9
5

"Consolidated Statutory Surplus" shall mean, with respect to the
Insurance Subsidiaries of the Borrower at any time, the amount set forth on line
37 on page 3 of the Liabilities, Surplus and Other Funds Statement in the annual
Statement or the Quarterly Statement of Hartford Life and Accident Insurance
Company most recently delivered to the Administrative Agent and the Lenders
pursuant to Section 5.01(i) or, if such statement shall be modified, the
equivalent item on any applicable successor form.

"Convert", "Conversion" and "Converted" each refers to a conversion of
Advances of one Type into Advances of the other Type pursuant to Section 2.07 or
2.08.

"D&P" means Duff & Phelps Credit Rating Co.

"Debt" of any Person means, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all obligations of such Person for the
deferred purchase price of property or services (other than trade payables not
overdue by more than 60 days incurred in the ordinary course of such Person's
business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all obligations of such Person
created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), (e) all obligations of
such Person as lessee under leases that have been or should be, in accordance
with GAAP, recorded as capital leases, (f) all obligations, contingent or
otherwise, of such Person in respect of acceptances, letters of credit or
similar extensions of credit, (g) all net payment obligations of such Person in
respect of Hedge Agreements, (h) all Debt of others referred to in clauses (a)
through (g) above or clause (i) below guaranteed directly or indirectly in any
manner by such Person, or in effect guaranteed directly or indirectly by such
Person through an agreement (1) to pay or purchase such Debt or to advance or
supply funds for the payment or purchase of such Debt, (2) to purchase, sell or
lease (as lessee or lessor) property, or to purchase or sell services, primarily
for the purpose of enabling the debtor to make payment of such Debt or to assure
the holder of such Debt against loss, (3) to supply funds to or in any other
manner invest in the debtor (including any agreement to pay for property or
services irrespective of whether such property is received or such services are
rendered) or (4) otherwise to assure a creditor against loss, and (i) all Debt
referred to in clauses (a) through (h) above secured by (or for which the holder
of such Debt has an existing right, contingent or otherwise, to be secured by)
any Lien on property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Debt.

"Default" means any Event of Default or any event that would constitute
an Event of Default but for the requirement that notice be given or time elapse
or both.

"Domestic Lending Office" means, with respect to any Lender, the office
of such Lender specified as its "Domestic Lending Office" opposite its name on
Schedule I hereto or in the Assignment and Acceptance pursuant to which it
became a Lender, or such other office of such Lender as such Lender may from
time to time specify to the Borrower and the Administrative Agent.

"EBITDA" means, for any period, net income (or net loss) plus the sum
of (a) interest expense, (b) income tax expense, (c) depreciation expense and
(d) amortization expense, in each case determined in accordance with GAAP for
such period.

"Effective Date" has the meaning specified in Section 3.01.

"Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a Lender;
(iii) a commercial bank organized under the laws of the United States, or any
State thereof, and having total assets in excess or $500,000,000; (iv) a
commercial bank organized under the laws of any other country that is a member
of the Organization for Economic Cooperation and Development or has concluded
special lending
<PAGE> 10
6

arrangements with the International Monetary Fund associated with its General
Arrangements to Borrow, or a political subdivision of any such country, and
having total assets in excess of $500,000,000, so long as such bank is acting
through a branch or agency located in the United States; and (v) any other
Person approved by the Administrative Agent and, unless an Event of Default has
occurred and is continuing at the time any assignment is effected in accordance
with Section 8.07, the Borrower, such approval not to be unreasonably withheld
or delayed; provided, however, that neither the Borrower nor an Affiliate of the
Borrower shall qualify as an Eligible Assignee.

"Environmental Action" means any action, suit, demand, demand letter,
claim, notice of non-compliance or violation, notice of liability or potential
liability, investigation, proceeding, consent order or consent agreement
relating in any way to any Environmental Law, Environmental Permit or Hazardous
Materials or arising from alleged injury or threat of injury to health, safety
or the environment, including, without limitation, (a) by any governmental or
regulatory authority for enforcement, cleanup, removal, response, remedial or
other actions or damages and (b) by any governmental or regulatory authority or
any third party for damages, contribution, indemnification, cost recovery,
compensation or injunctive relief.

"Environmental Law" means any federal, state, local or foreign statute,
law, ordinance, rule, regulation, code, order, judgment, decree or judicial or
agency interpretation, policy or guidance relating to pollution or protection of
the environment, health, safety or natural resources, including, without
limitation, those relating to the use, handling, transportation, treatment,
storage, disposal, release or discharge of Hazardous Materials.

"Environmental Permit" means any permit, approval, identification
number, license or other authorization required under any Environmental Law.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

"ERISA Affiliate" means any Person that for purposes of Title IV of
ERISA is a member of the Borrower's controlled group, or under common control
with the Borrower, within the meaning of Section 414 of the Internal Revenue
Code.

"ERISA Event" means (a) (i) the occurrence of a reportable event,
within the meaning of Section 4043 of ERISA, with respect to any Plan unless the
30-day notice requirement with respect to such event has been waived by the
PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA
(without regard to subsection (2) of such Section) are met with a contributing
sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event
described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA
is reasonably expected to occur with respect to such Plan within the following
30 days; (b) the application for a minimum funding waiver with respect to a
Plan; (c) the provision by the administrator of any Plan of a notice of intent
to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any
such notice with respect to a plan amendment referred to in Section 4041(e) of
ERISA); (d) the cessation of operations at a facility of the Borrower or any
ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA;
(e) the withdrawal by the Borrower or any ERISA Affiliate from a Multiple
Employer Plan during a plan year for which it was a substantial employer, as
defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition
of a lien under Section 302(f) of ERISA shall have been met with respect to
any Plan; (g) the adoption of an amendment to a Plan requiring the provision
of security to such Plan pursuant to Section 307 of ERISA; or (h) the
institution by the PBGC of proceedings to terminate a Plan pursuant to
Section 4042 of ERISA, or the occurrence of any event or condition described
in Section 4042 of ERISA that constitutes grounds for the termination of, or
the appointment of a trustee to administer, a Plan.
<PAGE> 11
7

"Eurocurrency Liabilities" has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

"Eurodollar Lending Office" means, with respect to any Lender, the
office of such Lender specified as its "Eurodollar Lending Office" opposite its
name on Schedule I hereto or in the Assignment and Acceptance pursuant to which
it became a Lender (or, if no such office is specified, its Domestic Lending
Office) or such other office of such Lender as such Lender may from time to time
specify to the Borrower and the Administrative Agent.

"Eurodollar Rate" means, for any Interest Period for each Eurodollar
Rate Advance comprising part of the same Borrowing, an interest rate per annum
equal to the rate per annum obtained by dividing (a) the average (rounded upward
to the nearest whole multiple of 1/16 of 1% per annum, if such average is not
such a multiple) of the rate per annum at which deposits in U.S. dollars are
offered by the principal office of each of the Reference Banks in London,
England to prime banks in the London interbank market at 11:00 A.M. (London
time) two Business Days before the first day of such Interest Period in an
amount substantially equal to such Reference Bank's Eurodollar Rate Advance
comprising part of such Borrowing to be outstanding during such Interest Period
and for a period equal to such Interest Period by (b) a percentage equal to 100%
minus the Eurodollar Rate Reserve Percentage for such Interest Period. The
Eurodollar Rate for any Interest Period for each Eurodollar Rate Advance
comprising part of the same Borrowing shall be determined by the Administrative
Agent on the basis of applicable rates furnished to and received by
Administrative Agent from the Reference Banks two Business Days before the first
day of such Interest Period, subject, however, to the provisions of Section
2.06.

"Eurodollar Rate Advance" means an Advance that bears interest as
provided in Section 2.05(a)(ii).

"Eurodollar Rate Reserve Percentage" for any Interest Period for all
Eurodollar Rate Advances comprising part of the same Borrowing means the reserve
percentage applicable two Business Days before the first day of such Interest
Period under regulations issued from time to time by the Board of Governors of
the Federal Reserve System (or any successor) for determining the maximum
reserve requirement (including, without limitation, any emergency, supplemental
or other marginal reserve requirement) for a member bank of the Federal Reserve
System in New York City with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities (or with respect to any other category of
liabilities that includes deposits by reference to which the interest rate on
Eurodollar Rate Advances is determined) having a term equal to such Interest
Period.

"Events of Default" has the meaning specified in Section 6.01.

"Fair Value" means, with respect to any asset or property, the fair
value of such asset or property as determined in good faith by the Board of
Directors of the Borrower.

"Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day that is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.

"Funded Debt" of any Person means Debt of such Person that by its terms
matures more than one year after the date of determination or matures within one
year from such date but is renewable or
<PAGE> 12
8

extendible, at the option of such Person, to a date more than one year after
such date or arises under a revolving credit or similar agreement that obligates
the lender or lenders to extend credit during a period of more than one year
after such date, including, without limitation, all amounts of Funded Debt of
such Person required to be paid or prepaid within one year after the date of
determination.

"GAAP" means generally accepted accounting principles, applied on a
consistent basis.

"Governmental Authority" shall mean any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body.

"Hazardous Materials" means (a) petroleum and petroleum products,
byproducts or breakdown products, radioactive materials, asbestos-containing
materials, polychlorinated biphenyls and radon gas and (b) any other chemicals,
materials or substances designated, classified or regulated as hazardous or
toxic or as a pollutant or contaminant under any Environmental Law.

"Hedge Agreements" means interest rate swap, cap or collar agreements,
interest rate future or option contracts, currency swap agreements, currency
future or option contracts and other similar agreements.

"Information Memorandum" means the information memorandum dated January
24, 1997 used by the Agent in connection with the syndication of the
Commitments.

"Initial Lenders" has the meaning given such term in the recital of
parties to this Agreement.

"Insufficiency" means, with respect to any Plan, the amount, if any, of
its unfunded benefit liabilities as defined in Section 4001(a)(18) of ERISA.

"Insurance Subsidiaries" means the Hartford Life and Accident Insurance
Company and all of its insurance Subsidiaries.

"Interest Period" means, for each Eurodollar Rate Advance comprising
part of the same Borrowing, the period commencing on the date of such Eurodollar
Rate Advance or the date of the Conversion of any Base Rate Advance into such
Eurodollar Rate Advance and ending on the last day of the period selected by the
Borrower pursuant to the provisions below and, thereafter, each subsequent
period commencing on the last day of the immediately preceding Interest Period
and ending on the last day of the period selected by the Borrower pursuant to
the provisions below. The duration of each such Interest Period shall be one,
two, three or six months, as the Borrower may, upon notice received by the
Administrative Agent not later than 11:00 A.M (New York City time) on the third
Business Day prior to the first day of such Interest Period, select; provided,
however, that:

(i) the Borrower may not select any Interest Period that
ends after the Termination Date;

(ii) Interest Periods commencing on the same date for
Eurodollar Rate Advances comprising part of the same Borrowing shall be
of the same duration;

(iii) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of
such Interest Period shall be extended to occur on the next succeeding
Business Day, provided, however, that, if such extension would cause
the last day of such Interest Period to occur in the next following
calendar month, the last day of such Interest Period shall occur on the
next preceding Business Day; and
<PAGE> 13
9

(iv) whenever the first day of any Interest Period occurs on a
day of an initial calendar month for which there is no numerically
corresponding day in the calendar month that succeeds such initial
calendar month by the number of months equal to the number of months in
such Interest Period, such Interest Period shall end on the last
Business Day of such succeeding calendar month.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

"Investment" in any Person means any loan or advance to such Person,
any purchase or other acquisition of any capital stock, warrants, rights,
options, obligations or other securities or all or substantially all of the
assets of such Person, any capital contribution to such Person or any other
investment in such Person, including, without limitation, any arrangement
pursuant to which the investor incurs Debt of the types referred to in clauses
(h) and (i) of the definition of "Debt" in respect of such Person.

"Lenders" means the Initial Lenders and each Person that shall become a
party hereto pursuant to Section 8.07.

"Lien" means any lien, security interest or other charge or encumbrance
of any kind, or any other type of preferential arrangement, including, without
limitation, the lien or retained security title of a conditional vendor and any
easement, right of way or other encumbrance on title to real property.

"Material Adverse Change" means any material adverse change in the
business, condition (financial or otherwise), operations, performance or
properties of the Borrower or the Borrower and its Subsidiaries taken as a
whole.

"Material Adverse Effect" means a material adverse effect on (a) the
business, condition (financial or otherwise), operations, performance or
properties of the Borrower or the Borrower and its Subsidiaries taken as a
whole, (b) the rights and remedies of the Administrative Agent or any Lender
under this Agreement or any Note or (c) the ability of the Borrower to perform
its obligations under this Agreement or any Note.

"Moody's" means Moody's Investors Service, Inc.

"Multiemployer Plan" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making or
accruing an obligation to make contributions, or has within any of the preceding
five plan years made or accrued an obligation to make contributions.

"Multiple Employer Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
Borrower or any ERISA Affiliate and at least one Person other than the Borrower
and the ERISA Affiliates or (b) was so maintained and in respect of which the
Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069
of ERISA in the event such plan has been or were to be terminated.

"Note" means a promissory note of the Borrower payable to the order of
any Lender, in substantially the form of Exhibit A hereto, evidencing the
aggregate indebtedness of the Borrower to such Lender resulting from the
Advances made by such Lender.

"Notice of Borrowing" has the meaning specified in Section 2.02.
<PAGE> 14
10

"PBGC" means the Pension Benefit Guaranty Corporation (or any
successor).

"Permitted Liens" means such of the following as to which no
enforcement, collection, execution, levy or foreclosure proceeding shall have
been commenced: (a) Liens for taxes, assessments and governmental charges or
levies to the extent not required to be paid under Section 5.01 (b) hereof; (b)
Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's
and repairmen's Liens and other similar Liens arising in the ordinary course of
business securing obligations that are not overdue for a period of more than 30
days; (c) pledges or deposits to secure obligations under workers' compensation
laws or similar legislation or to secure public or statutory obligations; and
(d) easements, rights of way and other encumbrances on title to real property
that do not render title to the property encumbered thereby unmarketable or
materially adversely affect the use of such property for its present purposes.

"Person" means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture, limited liability company or other entity, or a government or any
political subdivision or agency thereof.

"Plan" means a Single Employer Plan or a Multiple Employer Plan.

"Preferred Stock" shall mean any capital stock entitled by its terms to
a preference (a) as to dividends or (b) upon a distribution of assets.

"Public Debt Rating" means, as of any date, the rating that has been
most recently announced by D&P, S&P or Moody's, as the case may be, for any
class of non-credit enhanced long-term senior unsecured debt issued by the
Borrower. For purposes of the foregoing, (a) if no Public Debt Rating exists,
the Applicable Margin and the Applicable Percentage will be set in accordance
with Level 2 under the definition of "Applicable Margin" or "Applicable
Percentage", as the case may be; (b) if the Public Debt Ratings fall within
different levels, the Applicable Margin and the Applicable Percentage shall be
based upon the level in which the largest number of Public Debt Ratings falls,
provided that if there shall be no such level, one Public Debt Rating shall be
excluded from each of the highest and lowest levels in which Public Debt Ratings
shall fall and the Applicable Margin and the Applicable Percentage shall be
based upon the remaining Public Debt Rating; (c) if only two Public Debt Ratings
exist, the Applicable Margin and the Applicable Rating shall be based upon the
lower of the available Public Debt Ratings; (d) if only a single Public Debt
Rating exists, the Applicable Percentage shall be based on the category
corresponding to such single Public Debt Rating; (e) if any rating established
by D&P, S&P or Moody's shall be changed, such change shall be effective as of
the date on which such change is first announced or established by the rating
agency making such change; and (f) if D&P, S&P or Moody's shall change the basis
on which ratings are established, each reference to the Public Debt Rating
announced by D&P, S&P or Moody's, as the case may be, shall refer to the then
equivalent rating by D&P, S&P or Moody's, as the case may be.

"Reference Banks" means Citibank, Bank of America Illinois, Morgan
Guaranty Trust Company of New York, and Mellon Bank, N.A.

"Register" has the meaning specified in Section 8.07(c).

"Required Lenders" means at any time Lenders owed at least 66-2/3% of
the then aggregate unpaid principal amount of the Advances owing to Lenders, or,
if no such principal amount is then outstanding, Lenders having at least 66-2/3%
of the Commitments.

"Risk-Based Capital" shall mean, with respect to the Insurance
Subsidiaries at any time, the Company Action Level Risk-Based Capital (as
defined by the NAIC at such time and as computed in
<PAGE> 15
11

accordance with SAP) of the Insurance Subsidiaries (determined and
Consolidated in accordance with SAP) at such time.

"SAP" shall mean, with respect to any Insurance Subsidiary, the
statutory accounting principles and procedures prescribed or permitted
by the Applicable Insurance Regulatory Authority applied on a basis
consistent with those that are indicated in Section 1.03.

"S&P" means Standard & Poor's, a division of The McGraw-Hill
Companies, Inc.

"Single Employer Plan" means a single employer plan, as defined
in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of
the Borrower or any ERISA Affiliate and no Person other than the
Borrower and the ERISA Affiliates or (b) was so maintained and in
respect of which the Borrower or any ERISA Affiliate could have
liability under Section 4069 of ERISA in the event such plan has been or
were to be terminated.

"Subsidiary" of any Person means any corporation, partnership,
joint venture, limited liability company, trust or estate of which (or
in which) more than 50% of (a) the issued and outstanding capital stock
having ordinary voting power to elect a majority of the Board of
Directors of such corporation (irrespective of whether at the time
capital stock of any other class or classes of such corporation shall or
might have voting power upon the occurrence of any contingency), (b) the
interest in the capital or profits of such limited liability company,
partnership or joint venture or (c) the beneficial interest in such
trust or estate is at the time directly or indirectly owned or
controlled by such Person, by such Person and one or more of its other
Subsidiaries or by one or more of such Person's other Subsidiaries.

"Termination Date" means the earlier of February 9, 1998 and the
date of termination in whole of the Commitments pursuant to Section 2.04
or 6.01.

"Total Adjusted Capital" shall mean, with respect to the
Insurance Subsidiaries at any time, the Total Adjusted Capital (as
defined by NAIC at such time and as determined and Consolidated in
accordance with SAP) of the Insurance Subsidiaries (taken together) at
such time.

"Voting Stock" means capital stock issued by a corporation, or
equivalent interests in any other Person, the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such
Person, even if the right so to vote has been suspended by the happening
of such a contingency.

SECTION 1.02. Computation of Time Periods. In this Agreement in
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

SECTION 1.03. Accounting Terms. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP or, to the extent such terms apply to an
Insurance Subsidiary, SAP, in each case as in effect from time to time;
provided, however, that for purposes of determining compliance with any covenant
set forth in this Article V, such terms shall be construed in accordance with
GAAP or SAP, as applicable, as in effect on the date hereof applied on a basis
consistent with the application used in preparing the financial statements
referred to in Section 4.01(e).
<PAGE> 16
12

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01. The Advances. Each Lender severally agrees, on the
terms and conditions hereinafter set forth, to make Advances to the Borrower
from time to time on any Business Day during the period from the Effective Date
until the Termination Date in an aggregate amount not to exceed at any time
outstanding the amount set forth opposite such Lender's name on the signature
pages hereof or, if such Lender has entered into any Assignment and Acceptance,
set forth for such Lender in the Register maintained by the Administrative Agent
pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section
2.04 (such Lender's "Commitment"). Each Borrowing shall be in an aggregate
amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof
and shall consist of Advances of the same Type made on the same day by the
Lenders ratably according to their respective Commitments. Within the limits of
each Lender's Commitment, the Borrower may borrow under this Section 2.01,
prepay pursuant to Section 2.08 and reborrow under this Section 2.01.

SECTION 2.02. Making the Advances. (a) Each Borrowing shall be
made on notice, given not later than 11:00 A.M. (New York City time) on the
third Business Day prior to the date of the proposed Borrowing in the case of a
Borrowing consisting of Eurodollar Rate Advances, or the first Business Day
prior to the date of the proposed Borrowing in the case of a Borrowing
consisting of Base Rate Advances, by the Borrower to the Administrative Agent,
which shall give to each Lender prompt notice thereof by telecopier or telex.
Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone,
confirmed immediately in writing, or telecopier or telex, in substantially the
form of Exhibit B hereto, specifying therein the requested (i) date of such
Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate
amount of such Borrowing, and (iv) in the case of a Borrowing consisting of
Eurodollar Rate Advances, initial Interest Period for each such Advance. Each
Lender shall, before 11:00 A.M. (New York City time) on the date of such
Borrowing, make available for the account of its Applicable Lending Office to
the Administrative Agent at the Administrative Agent's Account, in same day
funds, such Lender's ratable portion of such Borrowing. After the Administrative
Agent's receipt of such funds and upon fulfillment of the applicable conditions
set forth in Article III, the Administrative Agent will make such funds
available to the Borrower at the Administrative Agent's address referred to in
Section 8.02.

(b) Anything in subsection (a) above to the contrary notwithstanding,
(i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if
the aggregate amount of such Borrowing is less than $4,000,000 or if the
obligation of the Lenders to make Eurodollar Rate Advances shall then be
suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurodollar Rate Advances
may not be outstanding as part of more than 10 separate Borrowings.

(c) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower. In the case of any Borrowing that the related Notice of Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the date specified in such
Notice of Borrowing for such Borrowing the applicable conditions set forth in
Article III, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Borrowing when such Advance,
as a result of such failure, is not made on such date.

(d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.02 and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower on
such date a
<PAGE> 17
13

corresponding amount. If and to the extent that such Lender shall not have so
made such ratable portion available to the Administrative Agent, such Lender and
the Borrower severally agree to repay to the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent, at (i) in the case of the
Borrower, the interest rate applicable at the time to Advances comprising such
Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such
Lender shall repay to the Administrative Agent such corresponding amount, such
amount so repaid shall constitute such Lender's Advance as part of such
Borrowing for purposes of this Agreement.

(e) The failure of any Lender to make the Advance to be made by it as
part of any Borrowing shall not relieve any other Lender of its obligation, if
any, hereunder to make its Advance on the date of such Borrowing, but no Lender
shall be responsible for the failure of any other Lender to make the Advance to
be made by such other Lender on the date of any Borrowing.

SECTION 2.03. Fees. (a) Facility Fee. The Borrower agrees to pay
to the Administrative Agent for the account of each Lender a facility fee on the
aggregate amount of such Lender's Commitment from the date hereof in the case of
each Initial Lender and from the effective date specified in the Assignment and
Acceptance pursuant to which it became a Lender in the case of each other Lender
until the Termination Date at a rate per annum equal to the Applicable
Percentage in effect from time to time, payable in arrears quarterly on the last
day of each March, June, September and December, commencing March 31, 1997, and
on the Termination Date.

(b) Administration Agent's Fees. The Borrower shall pay to the
Administrative Agent for its own account such fees as may from time to time be
agreed between the Borrower and the Administrative Agent.

SECTION 2.04. Repayment. The Borrower shall repay to the
Administrative Agent for the ratable account of the Lenders on the Termination
Date the aggregate principal amount of the Advances then outstanding.

SECTION 2.05. Interest. (a) Scheduled Interest. The Borrower
shall pay interest on the unpaid principal amount of each Advance owing to each
Lender from the date of such Advance until such principal amount shall be paid
in full, at the following rates per annum:

(i) Base Rate Advances. During such periods as such Advance is a
Base Rate Advance, a rate per annum equal at all times to the sum of
(x) the Base Rate in effect from time to time plus (y) the Applicable
Margin in effect from time to time, payable in arrears quarterly on the
last day of each March, June, September and December, during such
periods and on the date such Base Rate Advance shall be Converted or
paid in full.

(ii) Eurodollar Rate Advances. During such periods as such Advance
is a Eurodollar Rate Advance, a rate per annum equal at all times
during each Interest Period for such Advance to the sum of (x) the
Eurodollar Rate for such Interest Period for such Advance plus (y) the
Applicable Margin in effect from time to time, payable in arrears on
the last day of such Interest Period and, if such Interest Period has a
duration of more than three months, on each day that occurs during such
Interest Period every three months from the first day of such Interest
Period and on the date such Eurodollar Rate Advance shall be Converted
or paid in full.

(b) Default Interest. Upon the occurrence and during the continuance
of an Event of Default, the Borrower shall pay interest on (i) the unpaid
principal amount of each Advance owing to each Lender, payable in arrears on the
dates referred to in clause (a)(i) or (a)(ii) above, at a rate per annum equal
at all times to 2% per annum above the rate per annum required to be paid on
such Advance pursuant to clause (a)(i) or (a)(ii) above and
<PAGE> 18
14

(ii) to the fullest extent permitted by law, the amount of any interest, fee or
other amount payable hereunder that is not paid when due, from the date such
amount shall be due until such amount shall be paid in full, payable in arrears
on the date such amount shall be paid in full and on demand, at a rate per annum
equal at all times to 2% per annum above the rate per annum required to be paid
on Base Rate Advances pursuant to clause (a)(i) above.

SECTION 2.06. Interest Rate Determination. (a) Each Reference Bank
agrees to furnish to the Administrative Agent timely information for the purpose
of determining each Eurodollar Rate. If any one or more of the Reference Banks
shall not furnish such timely information to the Administrative Agent for the
purpose of determining any such interest rate, the Administrative Agent shall
determine such interest rate on the basis of timely information furnished by the
remaining Reference Banks. The Administrative Agent shall give prompt notice to
the Borrower and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.05(a)(i) or (ii), and the rate,
if any, furnished by each Reference Bank for the purpose of determining the
interest rate under Section 2.05(a)(ii).

(b) If, with respect to any Eurodollar Rate Advances, the Required
Lenders notify the Administrative Agent that the Eurodollar Rate for any
Interest Period for such Advances will not adequately reflect the cost to such
Required Lenders of making, funding or maintaining their respective Eurodollar
Rate Advances for such Interest Period, the Administrative Agent shall forthwith
so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate
Advance will automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance, and (ii) the obligation of the
Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended until the Administrative Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.

(c) If the Borrower shall fail to select the duration of any Interest
Period for any Eurodollar Rate Advances in accordance with the provisions
contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith so notify the Borrower and the Lenders and
such Advances will automatically, on the last day of the then existing Interest
Period therefor, Convert into Base Rate Advances.

(d) On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise, to less than $4,000,000, such Advances shall
automatically Convert into Base Rate Advances.

(e) Upon the occurrence and during the continuance of any Event of
Default, (i) each Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base Rate Advance and
(ii) the obligation of the Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended,

(f) If fewer than two Reference Banks furnish timely information to
the Administrative Agent for determining the Eurodollar Rate for any Eurodollar
Rate Advances,

(i) the Administrative Agent shall forthwith notify the Borrower
and the Lenders that the interest rate cannot be determined for such
Eurodollar Rate Advances,

(ii) each such Advance will automatically, on the last day of the
then existing Interest Period therefor, Convert into a Base Rate
Advance (or if such Advance is then a Base Rate Advance, will continue
as a Base Rate Advance), and

(iii) the obligation of the Lenders to make, or to Convert
Advances into, Eurodollar Rate Advances shall be suspended until the
Administrative Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist.
<PAGE> 19
15

SECTION 2.07. Optional Conversion of Advances. The Borrower may on
any Business Day, upon notice given to the Administrative Agent not later than
11:00 A.M. (New York City time) on the third Business Day prior to the date of
the proposed Conversion and subject to the provisions of Sections 2.07 and 2.11,
Convert all Advances of one Type comprising the same Borrowing into Advances of
the other Type; provided, however, that any Conversion of Eurodollar Rate
Advances into Base Rate Advances shall be made only on the last day of an
Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate
Advances into Eurodollar Rate Advances shall be in an amount not less than the
minimum amount specified in Section 2.02(b) and no Conversion of any Advances
shall result in more separate Borrowings than permitted under Section 2.02(b).
Each such notice of a Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Advances to be Converted, and
(iii) if such Conversion is into Eurodollar Rate Advances, the duration of the
initial Interest Period for each such Advance. Each notice of Conversion shall
be irrevocable and binding on the Borrower.

SECTION 2.08. Optional Prepayments. The Borrower may, upon at
least one Business Day's notice, in the case of Base Rate Advances, and at least
three Business Days' notice, in the case of Eurodollar Rate Advances, in each
case to the Administrative Agent stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given the Borrower
shall, prepay the outstanding principal amount of the Advances comprising part
of the same Borrowing in whole or ratably in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate
principal amount of $10,000,000 or an integral multiple of $1,000,000 in excess
thereof and (y) in the event of any such prepayment of a Eurodollar Rate
Advance, the Borrower shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 8.04(c).

SECTION 2.09. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances (excluding for purposes
of this Section 2.09 any such increased costs resulting from (i) Taxes or Other
Taxes (as to which Section 2.12 shall govern) and (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or
by the foreign jurisdiction or state under the laws of which such Lender is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower shall from time to time, upon demand by such Lender
(with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost; provided, however,
that before making any such demand, each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
designate a different Applicable Lending Office if the making of such a
designation would avoid the need for, or reduce the amount of, such increased
cost and would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender; provided further that the Borrower shall have no
obligation under this Section 2.09(a) to any Lender if such Lender shall not
have made such demand to the Borrower within 90 days following the later of (i)
the date of the occurrence of the event which forms the basis for such demand
and (ii) the date on which such Lender shall have become aware of the occurrence
of such event. A certificate as to the amount of such increased cost, submitted
to the Borrower and the Administrative Agent by such Lender, shall be conclusive
and binding for all purposes, absent manifest error.

(b) If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend hereunder and other commitments of this type, then, upon demand by such
Lender (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to the Administrative Agent for the account of such Lender, from time
to time as specified by such Lender, additional amounts sufficient to compensate
such Lender or such corporation in the light of such circumstances, to the
extent that such Lender reasonably determines
<PAGE> 20
16

such increase in capital to be allocable to the existence of such Lender's
commitment to lend hereunder; provided, however, that the Borrower shall have no
obligation under this Section 2.09(b) to any Lender if such Lender shall not
have made such demand to the Borrower within 90 days following the later of (i)
the date of the occurrence of the event which forms the basis for such demand
and (ii) the date on which such Lender shall have become aware of the occurrence
of such event. A certificate as to such amounts submitted to the Borrower and
the Administrative Agent by such Lender shall be conclusive and binding for all
purposes, absent manifest error.

SECTION 2.10. Illegality. Notwithstanding any other provision of
this Agreement, if any Lender shall notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar Rate Advances or
to fund or maintain Eurodollar Rate Advances hereunder, (i) each Eurodollar Rate
Advance will automatically, upon such demand, Convert into a Base Rate Advance
and (ii) the obligation of the Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended until the Administrative Agent shall
notify the Borrower and the Lenders that the circumstances causing such
suspension no longer exist; provided, however, that before making any such
demand, each Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Eurodollar Lending Office if the making of such a designation would allow such
Lender or its Eurodollar Lending Office to continue to perform its obligations
to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar
Rate Advances and would not, in the reasonable judgment of such Lender, be
otherwise disadvantageous to such Lender.

SECTION 2.11. Payments and Computations. (a) The Borrower shall
make each payment hereunder and under the Notes not later than 11:00 A.M. (New
York City time) on the day when due in U.S. dollars to the Administrative Agent
at the Administrative Agent's Account in same day funds. The Administrative
Agent will promptly thereafter cause to be distributed like funds relating to
the payment of principal or interest or facility fees ratably (other than
amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for
the account of their respective Applicable Lending Offices, and like funds
relating to the payment of any other amount payable to any Lender to such Lender
for the account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 8.07(d), from and after the effective date
specified in such Assignment and Acceptance, the Administrative Agent shall make
all payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment
and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.

(b) The Borrower hereby authorizes each Lender, if and to the extent
payment owed to such Lender is not made when due hereunder or under the Note
held by such Lender, to charge from time to time against any or all of the
Borrower's accounts with such Lender any amount so due.

(c) All computations of interest based on the Base Rate shall be made
by the Administrative Agent on the basis of a year of 365 or 366 days, as the
case may be, and all computations of interest based on the Eurodollar Rate or
the Federal Funds Rate and of facility fees shall be made by the Administrative
Agent on the basis of a year of 360 days, in each case for the actual number of
days (including the first day but excluding the last day) occurring in the
period for which such interest or facility fees are payable. Each determination
by the Administrative Agent of an interest rate hereunder shall be conclusive
and binding for all purposes, absent manifest error.

(d) Whenever any payment hereunder or under the Notes shall be stated
to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or facility fee, as the case
may be; provided,
<PAGE> 21
17

however, that, if such extension would cause payment of interest on or principal
of Eurodollar Rate Advances to be made in the next following calendar month,
such payment shall be made on the next preceding Business Day.

(e) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Lenders
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have so made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate.

SECTION 2.12. Taxes. (a) Any and all payments by the Borrower
hereunder or under the Notes shall be made, in accordance with Section 2.11,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Lender and the Administrative
Agent, taxes imposed on its overall net income, and franchise taxes imposed on
it in lieu of net income taxes, by the jurisdiction under the laws of which such
Lender or the Administrative Agent (as the case may be) is organized or any
political subdivision thereof and, in the case of each Lender, taxes imposed on
its overall net income, and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction of such Lender's Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities in respect of payments
hereunder or under the Notes being hereinafter referred to as "Taxes"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Note to any Lender or the Administrative
Agent, (i) the sum payable shall be increased as may be necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 2.12) such Lender or the Administrative Agent
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or under the Notes or from the
execution, delivery or registration of, performing under, or otherwise with
respect to, this Agreement or the Notes (hereinafter referred to as "Other
Taxes").

(c) The Borrower shall indemnify each Lender and the Administrative
Agent for and hold it harmless against the full amount of Taxes or Other Taxes
(including, without limitation, taxes of any kind imposed by any jurisdiction on
amounts payable under this Section 2.12) imposed on or paid by such Lender or
the Administrative Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto.
This indemnification shall be made within 30 days from the date such Lender or
the Administrative Agent (as the case may be) makes written demand therefor.

(d) Within 30 days after the date of any payment of Taxes, the
Borrower shall furnish to the Administrative Agent, at its address referred to
in Section 8.02, the original or a certified copy of a receipt evidencing such
payment. In the case of any payment hereunder or under the Notes by or on behalf
of the Borrower through an account or branch outside the United States or by or
on behalf of the Borrower by a payor that is not a United States person, if the
Borrower determines that no Taxes are payable in respect thereof, the Borrower
shall furnish, or shall cause such payor to furnish, to the Administrative
Agent, at such address, an opinion of counsel acceptable to the Administrative
Agent stating that such payment is exempt from Taxes. For purposes of this
subsection (d) and subsection (e), the terms "United States" and "United States
person" shall have the meanings specified in Section 7701 of the Internal
Revenue Code.
<PAGE> 22
18

(e) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender and on the date of the Assignment
and Acceptance pursuant to which it becomes a Lender in the case of each other
Lender, and from time to time thereafter as requested in writing by the Borrower
(but only so long as such Lender remains lawfully able to do so), shall provide
each of the Administrative Agent and the Borrower with two original Internal
Revenue Service forms 1001 or 4224, as appropriate, or any successor or other
form prescribed by the Internal Revenue Service, certifying that such Lender is
exempt from or entitled to a reduced rate of United States withholding tax on
payments pursuant to this Agreement or the Notes. If the form provided by a
Lender at the time such Lender first becomes a party to this Agreement indicates
a United States interest withholding tax rate in excess of zero, withholding tax
at such rate shall be considered excluded from Taxes unless and until such
Lender provides the appropriate forms certifying that a lesser rate applies,
whereupon withholding tax at such lesser rate only shall be considered excluded
from Taxes for periods governed by such form; provided, however, that, if at the
date of the Assignment and Acceptance pursuant to which a Lender assignee
becomes a party to this Agreement, the Lender assignor was entitled to payments
under subsection (a) in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall include
(in addition to withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender assignee on such date. If any form or
document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service form 1001 or
4224, that the Lender reasonably considers to be confidential, the Lender shall
give notice thereof to the Borrower and shall not be obligated to include in
such form or document such confidential information.

(f) For any period with respect to which a Lender has failed to
provide the Borrower with the appropriate form described in Section 2.12(e)
(other than if such failure is due to a change in law occurring subsequent to
the date on which a form originally was required to be provided, or if such form
otherwise is not required under subsection (e) above), such Lender shall not be
entitled to indemnification under Section 2.12(a) or (c) with respect to Taxes
imposed by the United States by reason of such failure; provided, however, that
should a Lender become subject to Taxes because of its failure to deliver a form
required hereunder, the Borrower shall take such steps as the Lender shall
reasonably request to assist the Lender to recover such Taxes.

SECTION 2.13. Sharing of Payments, Etc. If any Lender shall obtain
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of the Advances owing to it (other than
pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of
payments on account of the Advances obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in the
Advances owing to them as shall be necessary to cause such purchasing Lender to
share the excess payment ratably with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender's ratable share
(according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.13
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.

SECTION 2.14. Use of Proceeds. The proceeds of the Advances shall
be available (and the Borrower agrees that it shall use such proceeds) solely
for general corporate purposes of the Borrower and its Subsidiaries.

SECTION 2.15. Removal of Lender. In the event that any Lender
demands payment of costs or additional amounts pursuant to Section 2.09 or
Section 2.12 or asserts pursuant to Section 2.10 that it is unlawful
<PAGE> 23
19

for such Lender to make Eurodollar Rate Advances, then (subject to such Lender's
right to rescind such demand or assertion within 10 days after the notice from
the Borrower referred to below) the Borrower may, upon 5 days' prior written
notice to such Lender and the Administrative Agent, elect to cause such Lender
to assign its Advances and Commitments in full to an assignee institution
selected by the Borrower that meets the criteria of an Eligible Assignee and is
reasonably satisfactory to the Administrative Agent, so long as such Lender
receives payment in full of the outstanding principal amount of all Advances
made by it and all accrued and unpaid interest thereon and all other amounts due
and payable to such Lender as of the date of such assignment (including without
limitation amounts owing pursuant to Section 2.09 or 2.12), and in such case
such Lender agrees to make such assignment, and such assignee shall agree to
accept such assignment and assume all obligations of such Lender hereunder, in
accordance with Section 8.07.

ARTICLE III

CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01. Conditions Precedent to Effectiveness of Section
2.01. Section 2.01 of this Agreement shall become effective on and as of the
first date (the "Effective Date") on which the following conditions precedent
have been satisfied:

(a) There shall have occurred no Material Adverse Change (other
than as publicly disclosed prior to January 22, 1997) since (i) in the
case of the Borrower, the date of its creation and (ii) in the case of
the Borrower and its Subsidiaries taken as a whole, December 31, 1995.

(b) There shall exist no action, suit, investigation, litigation
or proceeding affecting the Borrower or any of its Subsidiaries pending
or threatened before any court, governmental agency or arbitrator that
(i) could be reasonably likely to have a Material Adverse Effect or
(ii) purports to affect the legality, validity or enforceability of
this Agreement or any Note or the consummation of the transactions
contemplated hereby.

(c) All governmental and third party consents and approvals
necessary in connection with the transactions contemplated hereby shall
have been obtained (without the imposition of any conditions that are
not acceptable to the Lenders) and shall remain in effect, and no law
or regulation shall be applicable in the reasonable judgment of the
Lenders that restrains, prevents or imposes materially adverse
conditions upon the transactions contemplated hereby.

(d) The Borrower shall have notified each Lender and the
Administrative Agent in writing as to the proposed Effective Date.

(e) The Borrower shall have paid all accrued fees and expenses of
the Administrative Agent and the Lenders (including the accrued fees
and expenses of counsel to the Administrative Agent).

(f) On the Effective Date, the following statements shall be true
and the Administrative Agent shall have received for the account of
each Lender a certificate signed by a duly authorized officer of the
Borrower, dated the Effective Date, stating that:

(i) The representations and warranties contained in Section
4.01 are correct on and as of the Effective Date, and

(ii) No event has occurred and is continuing that constitutes
a Default.
<PAGE> 24
20

(g) The Administrative Agent shall have received on or before the
Effective Date the following, each dated such day in form and substance
satisfactory to the Administrative Agent and (except for the Notes) in
sufficient copies for each Lender:

(i) The Notes to the order of the Lenders, respectively.

(ii) Certified copies of the resolutions of the Board of
Directors of the Borrower approving this Agreement and the Notes, and
of all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Agreement and the
Notes.

(iii) A certificate of the Secretary or an Assistant Secretary of
the Borrower certifying the names and true signatures of the officers
of the Borrower authorized to sign this Agreement and the Notes and the
other documents to be delivered hereunder.

(iv) A favorable opinion of Michael S. Wilder, counsel for the
Borrower, substantially in the form of Exhibit D hereto and as to such
other matters as any Lender through the Administrative Agent may
reasonably request.

(v) A favorable opinion of Shearman & Sterling, counsel for the
Administrative Agent, addressed to the Lenders and in form and
substance satisfactory to the Administrative Agent.

SECTION 3.02. Conditions Precedent to Each Borrowing. The
obligation of each Lender to make an Advance on the occasion of each Borrowing
shall be subject to the conditions precedent that the Effective Date shall have
occurred and on the date of such Borrowing (a) the following statements shall be
true (and each of the giving of the applicable Notice of Borrowing and the
acceptance by the Borrower of the proceeds of such Borrowing shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
such statements are true):

(i) the representations and warranties contained in Section 4.01
are correct on and as of the date of such Borrowing, before and after
giving effect to such Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date, and

(ii) no event has occurred and is continuing, or would result from
such Borrowing or from the application of the proceeds therefrom, that
constitutes a Default;

and (b) the Administrative Agent shall have received such other approvals,
opinions or documents as any Lender through the Administrative Agent may
reasonably request.

SECTION 3.03. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Administrative Agent responsible for the transactions contemplated by
this Agreement shall have received notice from such Lender prior to the date
that the Borrower, by notice to the Lenders, designates as the proposed
Effective Date, specifying its objection thereto. The Administrative Agent shall
promptly notify the Lenders of the occurrence of the Effective Date.
<PAGE> 25
21

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

(a) The Borrower and each of its Subsidiaries (i) is a
corporation duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation, (ii) is duly
qualified and in good standing as a foreign corporation in each other
jurisdiction in which it owns or leases property or in which the
conduct of its business requires it to so qualify or be licensed except
where the failure to so qualify or be licensed would not have a
Material Adverse Effect and (iii) has all requisite corporate power and
authority (including, without limitation, all governmental licenses,
permits and other approvals) to own or lease and operate its properties
and to carry on its business as now conducted and as proposed to be
conducted.

(b) The execution, delivery and performance by the Borrower of
this Agreement and the Notes, and the consummation of the transactions
contemplated hereby, are within the Borrower's corporate powers, have
been duly authorized by all necessary corporate action, and do not
contravene (i) the Borrower's charter or by-laws or (ii) any law or any
contractual restriction binding on or affecting the Borrower.

(c) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body
or any other third party is required for the due execution, delivery
and performance by the Borrower of this Agreement or the Notes[, except
for those authorizations, approvals, actions, notices and filings
listed on Schedule 4.01(c) hereto, all of which have been duly
obtained, taken, given or made and are in full force and effect].

(d) This Agreement has been, and each of the Notes when delivered
hereunder will have been, duly executed and delivered by the Borrower.
This Agreement is, and each of the Notes when delivered hereunder will
be, the legal, valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with their respective terms.

(e) (i) The Consolidated balance sheet of Hartford Life and
Accident Insurance Company and its Subsidiaries as at December 31,
1995, and the related Consolidated statements of income and cash flows
of Hartford Life and Accident Insurance Company and its Subsidiaries
for the fiscal year then ended, as filed with the Applicable Insurance
Regulatory Authority for Hartford Life and Accident Insurance Company,
and the Consolidated balance sheet of Hartford Life and Accident
Insurance Company and its Subsidiaries as at September 30, 1996, and
the related Consolidated statements of income and cash flows of
Hartford Life and Accident Insurance Company and its Subsidiaries for
the nine months then ended, as filed with the Applicable Insurance
Regulatory Authority for Hartford Life and Accident Insurance Company,
copies of which have been furnished to each Lender, fairly present,
subject, in the case of said balance sheet as at September 30, 1996,
and said statements of income and cash flows for the nine months then
ended, to year-end audit adjustments, the Consolidated financial
condition of Hartford Life and Accident Insurance Company and its
Subsidiaries as at such dates and the Consolidated results of the
operations of Hartford Life and Accident Insurance Company and its
Subsidiaries for the periods ended on such dates, all in accordance
with SAP, consistently applied.

(ii) The Consolidated balance sheet of Hartford Life Insurance
Company and its Subsidiaries as at December 31, 1995, and the related
Consolidated statements of income and cash flows of Hartford Life
Insurance Company and its Subsidiaries for the fiscal year then ended,
as filed with the Applicable
<PAGE> 26
22

Insurance Regulatory Authority for Hartford Life Insurance Company and the
Consolidated balance sheet of Hartford Life Insurance Company and its
Subsidiaries as at September 30, 1996, and the related Consolidated statements
of income and cash flows of Hartford Life Insurance Company and its Subsidiaries
for the nine months then ended, as filed with the Applicable Insurance
Regulatory Authority for Hartford Life Insurance Company, copies of which have
been furnished each Lender, fairly present, subject in the case of said balance
sheet as at September 30, 1996, and said statements of income and cash flows for
the nine months then ended, to year-end audit adjustments, the Consolidated
financial position of Hartford Life Insurance Company and its Subsidiaries as at
such dates and the Consolidated results of operations of Hartford Life Insurance
Company and its Subsidiaries for the periods ended on such dates, all in
accordance with SAP, consistently applied.

(iii) There has been no Material Adverse Change (other than as publicly
disclosed prior to January 22, 1997) since (i) in the case of the Borrower, the
date of its creation and (ii) in the case of the Borrower and its Subsidiaries
taken as a whole, December 31, 1995.

(f) There is no pending or threatened action, suit, investigation,
litigation or proceeding, including, without limitation, any Environmental
Action, affecting the Borrower or any of its Subsidiaries before any court,
governmental agency or arbitrator that (i) could be reasonably likely to have a
Material Adverse Effect (other than as publicly disclosed prior to January 22,
1997) or (ii) purports to affect the legality, validity or enforceability of
this Agreement or any Note or the consummation of the transactions contemplated
hereby.

(g) The Borrower is not engaged in the business of extending credit
for the purpose of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve System),
and no proceeds of any Advance will be used to purchase or carry any margin
stock or to extend credit to others for the purpose of purchasing or carrying
any margin stock.

(h) No ERISA Event has occurred or is reasonably expected to occur
with respect to any Plan.

(i) The present aggregate value of accumulated benefit obligations of
all unfunded and underfunded Plans of the Borrower and its ERISA Affiliates
(based on those assumptions used for disclosure in corporate financial
statements in accordance with GAAP or SAP, as applicable) did not, as of
December 31, 1995, exceed by more than $70,000,000 the value of the assets of
all such Plans. In such cases, the Borrower has recorded book reserves to meet
such obligations.

(j) The Borrower is not an "investment company", or an "affiliated
person" of, or "promoter" or "principal underwriter" for, an "investment
company", as such terms are defined in the Investment Company Act of 1940, as
amended. Neither the making of any Advances nor the application of the proceeds
or repayment thereof by the Borrower, nor the consummation of the other
transactions contemplated hereby, will violate any provision of such Act or any
rule, regulation or order of the Securities and Exchange Commission thereunder.

(k) Neither the Information Memorandum nor any other information,
exhibit or report furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement or pursuant to the terms of this Agreement contained any untrue
statement of a material fact or omitted to state a material fact necessary to
make the statements made therein not misleading.
<PAGE> 27
23

ARTICLE V

COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will:

(a) Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply, in all material respects, with all applicable
laws, rules, regulations and orders, such compliance to include,
without limitation, compliance with ERISA and Environmental Laws as
provided in Section 5.01(j).

(b) Payment of Taxes. Etc. Pay and discharge, and cause each of
its Subsidiaries to pay and discharge, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges or
levies imposed upon it or upon its property and (ii) all lawful claims
that, if unpaid, might by law become a Lien upon its property;
provided, however, that neither the Borrower nor any of its
Subsidiaries shall be required to pay or discharge any such tax,
assessment, charge or claim that is being contested in good faith and
by proper proceedings and as to which appropriate reserves are being
maintained, unless and until any Lien resulting therefrom attaches to
its property and becomes enforceable against its other creditors.

(c) Maintenance of Insurance. Maintain, and cause each of its
Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations in such amounts and covering such
risks as is usually carried by companies engaged in similar businesses
and owning similar properties in the same general areas in which the
Borrower or such Subsidiary operates (it being understood that the
Borrower and its Subsidiaries may self-insure to the extent customary
with companies similarly situated and in the same or similar
businesses).

(d) Preservation of Corporate Existence, Etc. Preserve and
maintain, and cause each of its Subsidiaries to preserve and maintain,
its corporate existence, rights (charter and statutory) and franchises;
provided, however, that the Borrower and its Subsidiaries may
consummate any merger or consolidation permitted under Section 5.02(b)
and provided further that neither the Borrower nor any of its
Subsidiaries shall be required to preserve any right or franchise if
the Board of Directors of the Borrower or such Subsidiary shall
determine that the preservation thereof is no longer desirable in the
conduct of the business of the Borrower or such Subsidiary, as the case
may be, and that the loss thereof is not disadvantageous in any
material respect to the Borrower, such Subsidiary or the Lenders.

(e) Visitation Rights. At any reasonable time and from time to
time, permit the Administrative Agent or any of the Lenders or any
agents or representatives thereof, to examine and make copies of and
abstracts from the records and books of account of, and visit the
properties of, the Borrower and any of its Subsidiaries, and to discuss
the affairs, finances and accounts of the Borrower and any of its
Subsidiaries with any of their officers or directors and with their
independent certified public accountants.

(f) Keeping of Books. Keep, and cause each of its Subsidiaries to
keep, proper books of record and account, in which full and correct
entries shall be made of all financial transactions and the assets and
business of the Borrower and each such Subsidiary in accordance with
generally accepted accounting principles in effect from time to time.

(g) Maintenance of Properties, Etc. Maintain and preserve, and
cause each of its Subsidiaries to maintain and preserve, all of its
properties that are used or useful in the conduct of its business in
good working order and condition, ordinary wear and tear excepted.
<PAGE> 28
24

(h) Transactions with Affiliates. Conduct, and cause each of its
Subsidiaries to conduct, all transactions otherwise permitted under this
Agreement with any of their Affiliates (i) on terms substantially similar to
past practice or (ii) on terms that are fair and reasonable and no less
favorable to the Borrower or such Subsidiary than it would obtain in a
comparable arm's-length transaction with a Person not an Affiliate.

(i) Reporting Requirements. Furnish to the Lenders:

(i) as soon as available and in any event within 90 days after
the end of each of the first three quarters of each fiscal year of the
Borrower, the Consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such quarter and Consolidated statements
of income and cash flows of the Borrower and its Subsidiaries for the
period commencing at the end of the previous fiscal year and ending
with the end of such quarter, duly certified (subject to year-end audit
adjustments) by the principal financial officer of the Borrower as
having been prepared in accordance with GAAP and certificates of the
chief financial officer of the Borrower as to compliance with the terms
of this Agreement and setting forth in reasonable detail the
calculations necessary to demonstrate compliance with Section 5.03;

(ii) as soon as available and in any event within 120 days after
the end of each fiscal year of the Borrower, a copy of the audited
annual report for such year for the Borrower and its Subsidiaries,
containing the Consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such fiscal year and Consolidated
statements of income and cash flows of the Borrower and its
Subsidiaries for such fiscal year, in each case accompanied by an
opinion acceptable to the Required Lenders by Arthur Andersen LLP or
other independent public accountants acceptable to the Required
Lenders;

(iii) as soon as possible and in any event within five days after
the occurrence of each Default continuing on the date of such
statement, a statement of the principal financial officer of the
Borrower setting forth details of such Default and the action that the
Borrower has taken and proposes to take with respect thereto;

(iv) promptly after the sending or filing thereof, copies of all
reports and financial statements that any Insurance Subsidiary files
with its Applicable Insurance Regulatory Authority or other
Governmental Authority;

(v) promptly after the sending or filing thereof, copies of all
reports that the Borrower sends to any of its securityholders, and
copies of all reports and registration statements that the Borrower or
any Subsidiary files with the Securities and Exchange Commission or any
national securities exchange;

(vi) promptly after the commencement thereof, notice of all
actions and proceedings before any court, governmental agency or
arbitrator affecting the Borrower or any of its Subsidiaries of the
type described in Section 4.01(f);

(vii) as soon as available and in any event within 90 days after
the end of each fiscal year of the Borrower, (x) the Statement of
Actuarial Opinion of each of the Insurance Subsidiaries of the Borrower
for such fiscal year and as filed with the Applicable Insurance
Regulatory Authority and (y) the Annual Statement of each of the
Insurance Subsidiaries of the Borrower for such fiscal year and as
filed with the Applicable Insurance Regulatory Authority, together
with, in the case of the statements delivered pursuant to clause (y)
above, a certificate of a financial officer of such Insurance
Subsidiary to the effect that such statements present fairly the
statutory
<PAGE> 29
25

assets, liabilities, capital and surplus, results of operations
and cash flows of such Insurance Subsidiary in accordance with
SAP;

(viii) (x) promptly and in any event within 10 days after the
Borrower or any ERISA Affiliate knows or has reason to know that
any ERISA Event has occurred, a statement of the chief financial
officer of the Borrower describing such ERISA Event and the
action, if any, that the Borrower or such ERISA Affiliate has
taken or proposes to take with respect thereto and (y) on the date
any records, documents or other information must be furnished to
the PBGC with respect to any Plan pursuant to Section 4010 of
ERISA, a copy of such records, documents and information; and

(ix) such other information respecting the Borrower or any of
its Subsidiaries as any Lender through the Administrative Agent
may from time to time reasonably request.

(j) Compliance with Environmental Laws. Comply, and cause each of
its Subsidiaries and all lessees and other Persons operating or occupying its
properties to comply, in all material respects, with all applicable
Environmental Laws and Environmental Permits; obtain and renew and cause each of
its Subsidiaries to obtain and renew all Environmental Permits necessary for its
operations and properties; and conduct, and cause each of its Subsidiaries to
conduct, any investigation, study, sampling and testing, and undertake any
cleanup, removal, remedial or other action necessary to remove and clean up all
Hazardous Materials from any of its properties, in accordance with the
requirements of Environmental Laws; provided, however, that neither the Borrower
nor any of its Subsidiaries shall be required to undertake any such cleanup,
removal, remedial or other action to the extent that its obligation to do so is
being contested in good faith and by proper proceedings and appropriate reserves
are being maintained with respect to such circumstances.

SECTION 5.02. Negative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will not:

(a) Liens, Etc. Create or suffer to exist, or permit any of its
Subsidiaries to create or suffer to exist, any Lien on or with respect to
any of its properties, whether now owned or hereafter acquired, or
assign, or permit any of its Subsidiaries to assign, any right to receive
income, other than:

(i) Permitted Liens,

(ii) purchase money Liens upon or in any real property or
equipment acquired or held by the Borrower or any Subsidiary in
the ordinary course of business to secure the purchase price of
such property or equipment or to secure Debt incurred solely for
the purpose of financing the acquisition of such property or
equipment, or Liens existing on such property or equipment at the
time of its acquisition (other than any such Liens created in
contemplation of such acquisition that were not incurred to
finance the acquisition of such property) or extensions, renewals
or replacements of any of the foregoing for the same or a lesser
amount; provided, however, that no such Lien shall extend to or
cover any properties of any character other than the real property
or equipment being acquired, and no such extension, renewal or
replacement shall extend to or cover any properties not
theretofore subject to the Lien being extended, renewed or
replaced, provided further that the sum of the aggregate principal
amount of the indebtedness secured by the Liens referred to in
this clause (ii) plus the aggregate principal amount of the Debt
secured by the Liens referred to in clause (v) below plus the
aggregate principal amount of the indebtedness secured by the
Liens referred to in clause (vi) below shall not exceed an amount
equal to 10% of Consolidated Net Tangible Assets of the Borrower
and its Consolidated Subsidiaries,
<PAGE> 30
26

(iii) the Liens existing on the Effective Date and described on
Schedule 5.02(a) hereto,

(iv) Liens on property of a Person existing at the time such
Person is merged into or consolidated with the Borrower or any
Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;
provided that such Liens were not created in contemplation of such
merger, consolidation or acquisition and do not extend to any assets
other than those of the Person so merged into or consolidated with the
Borrower or such Subsidiary or acquired by the Borrower or such
Subsidiary,

(v) other Liens securing Debt in an aggregate principal amount
such that the sum of such aggregate principal amount of Debt plus the
aggregate principal amount of indebtedness secured by the Liens
referred to in clause (ii) above plus the aggregate principal amount of
the indebtedness secured by the Liens referred to in clause (vi) below
shall not exceed an amount equal to 10% of Consolidated Net Tangible
Assets of the Borrower and its Consolidated Subsidiaries,

(vi) Liens arising in connection with Capitalized Lease-Back
Obligations; provided that (A) the sum of the aggregate principal
amount of the indebtedness secured by the Liens referred to in this
clause (vi) plus the aggregate principal amount of indebtedness secured
by the Liens referred to in clause (ii) above plus the aggregate
principal amount of the Debt Secured by the Liens referred to in clause
(v) above shall not exceed an amount equal to 10% of Consolidated Net
Tangible Assets of the Borrower and its Consolidated Subsidiaries and
(B) no such Lien shall extend to or cover any assets other than the
assets subject to such Capitalized Lease-Back Obligations;

(vii) any Lien on property in favor of the United States of
America, or of any agency, department or other instrumentality
thereof, to secure partial, progress or advance payments pursuant to
the provisions of any contract,

(viii) any Lien securing Debt of a Subsidiary to the Borrower or a
wholly-owned Subsidiary of the Borrower, provided that in the case of
any sale or other disposition of such Debt by the Borrower or such
Subsidiary, such sale or other disposition shall be deemed to
constitute the creation of another Lien not permitted by this clause
(viii),

(ix) any Lien affecting property of the Borrower or any
Subsidiary of the Borrower securing Debt of the United States of
America or a state thereof (or any instrumentality or agency of either
thereof) issued in connection with a pollution control or abatement
program required in the opinion of the Borrower to meet environmental
criteria with respect to operations of the Borrower or any Subsidiary
of the Borrower and the proceeds of which Debt have financed the cost
of the acquisition of such program,

(x) any Lien necessary to secure a stay of any legal or
equitable process in a proceeding to enforce a liability or obligation
contested in good faith by the Borrower or any of its Subsidiaries or
required in connection with the institution by the Borrower or any of
its Subsidiaries of any legal or equitable proceeding to enforce a
right or to obtain a remedy claimed in good faith by the Borrower or
any of its Subsidiaries, or required in connection with any order or
decree in any such proceeding; or the making of any deposit with or the
giving of any form of security to any governmental agency or any body
created or approved by law or governmental regulation in order to
entitle the Borrower or any of its Subsidiaries to maintain
self-insurance or
<PAGE> 31
27

to participate in any fund in connection with workers' compensation,
unemployment insurance, old age pensions or other social security or to
share in any provisions or other benefits provided for companies
participating in any such arrangement or for liability on insurance of
credits or other risks, and

(xi) the replacement, extension or renewal of any Lien permitted
by clause (iii), (iv), (vii), (viii), (ix) or (x) above upon or in the
same property theretofore subject thereto or the replacement, extension
or renewal (without increase in the amount or change in any direct or
contingent obligor) of the Debt secured thereby.

(b) Mergers, Etc. Merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) (x) all or substantially all of its assets (whether now
owned or hereafter acquired) or (y) all or any portion of the capital stock of
any of its Subsidiaries to, any Person, or permit any of its Subsidiaries to do
so, except that any Subsidiary of the Borrower may merge or consolidate with or
into, or dispose of assets to, any other Subsidiary of the Borrower, and except
that any Subsidiary of the Borrower may merge into or dispose of assets to the
Borrower, provided, in each case, that no Default shall have occurred and be
continuing at the time of such proposed transaction or would result therefrom.

(c) Accounting Changes. Make or permit, or permit any of its
Subsidiaries to make or permit, any change in accounting policies or reporting
practices, except as required or permitted by generally accepted accounting
principles.

(d) Lease Obligations. Create, incur, assume or suffer to exist, or
permit any of its Subsidiaries to create, incur, assume or suffer to exist, any
obligations as lessee for the rental or hire of real or personal property of any
kind under leases or agreements to lease having an original term of one year or
more that would cause the direct and contingent liabilities of the Borrower and
its Subsidiaries, on a Consolidated basis, in respect of all such obligations to
exceed $50,000,000 payable in any period of 12 consecutive months.

(e) Limitations on Sale and Leaseback Transactions. Enter into, or
permit any of its Subsidiaries to enter into, any arrangement with any Person
providing for the leasing by the Borrower or any such Subsidiary of any property
or asset (except for temporary leases for a term of not more than three years
and except for leases between the Borrower and one of its Subsidiaries or
between Subsidiaries of the Borrower), which property has been or its to be sold
or transferred by the Borrower or such Subsidiary to such Person more than 120
days after the acquisition thereof or the completion of construction and
commencement of full operation thereof, unless either (a) the Borrower shall
apply an amount equal to the greater of the Fair Value of such property or the
net proceeds of such sale, within 120 days of the effective date of any such
arrangement, to the retirement (other than any mandatory retirement or by way of
payment at maturity) of Debt or to the acquisition, construction, development or
improvement of properties, facilities or equipment used for operating purposes
or (b) at the time of entering into such arrangement, such property or asset
could have been subjected to a Lien permitted pursuant to Section 5.02(a)(vi).

(f) Dividends, Etc. Declare or make any dividend payment or other
distribution of assets, properties, cash, rights, obligations or securities on
account of any shares of any class of capital stock of the Borrower, or
purchase, redeem or otherwise acquire for value (or permit any of its
Subsidiaries to do so) any shares of any class of capital stock of the Borrower
or any warrants, rights or options to acquire any such shares, now or hereafter
outstanding, except that, so long as no Default shall have occurred and be
continuing at the time of any action described below or would result therefrom,
the Borrower may (i) declare and make any dividend payment or other distribution
payable in common stock of the Borrower,
<PAGE> 32
28

(ii) purchase, redeem or otherwise acquire shares of its common stock
or warrants, rights or options to acquire any such shares with the
proceeds received from the substantially concurrent issue of new shares
of its common stock, (iii) declare and make any cash dividend payments
or other distributions to its stockholders in an aggregate amount not
to exceed $1,300,000,000 solely from proceeds of the Advances or
proceeds from the issuance of unsecured Debt maturing within one year
from the date incurred and evidenced by commercial paper, and (iv)
declare or pay cash dividends to its stockholders and purchase, redeem
or otherwise acquire shares of its capital stock or warrants, rights or
options to acquire any such shares for cash solely out of the aggregate
amount of cash dividends and distributions received by the Borrower
after the date hereof from its Insurance Subsidiaries.

(g) Change in Nature of Business. Make, or permit any of its
Subsidiaries to make, any material change in the nature of its business
as carried on at the date hereof.

SECTION 5.03. Financial Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will:

(a) Minimum Consolidated Statutory Surplus. Cause its Insurance
Subsidiaries to maintain at the end of each fiscal quarter of the
Borrower and its Subsidiaries the sum of (i) Consolidated Statutory
Surplus at the end of such fiscal quarter plus (ii) AVR at the end of
such fiscal quarter of not less than $1,200,000,000.

(b) Risk Based Capital Rate. Cause its Insurance Subsidiaries to
maintain at the end of each fiscal quarter of the Borrower and its
Subsidiaries a ratio of Total Adjusted Capital to Risk-Based Capital
(after covariance) of not less than 1.5 to 1.00.

(c) Net Worth. Maintain an excess of Consolidated total assets
over Consolidated total liabilities (in each case as determined in
accordance with GAAP) of not less than $750,000,000.

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:

(a) The Borrower shall fail to pay any principal of any Advance
when the same becomes due and payable; or the Borrower shall fail to
pay any interest on any Advance or make any other payment of fees or
other amounts payable under this Agreement or any Note within ten days
after the same becomes due and payable; or

(b) Any representation or warranty made by the Borrower herein or
by the Borrower (or any of its officers) in connection with this
Agreement shall prove to have been incorrect in any material respect
when made; or

(c) (i) The Borrower shall fail to perform or observe any term,
covenant or agreement contained in Section 5.01(d), (e), (h) or (i),
5.02 or 5.03, or (ii) the Borrower shall fail to perform or observe any
other term, covenant or agreement contained in this Agreement on its
part to be performed or observed if such failure shall remain
unremedied for 10 days after written notice thereof shall have been
given to the Borrower by the Administrative Agent or any Lender; or

<PAGE> 33
29

(d) The Borrower or any of its Subsidiaries shall fail to pay any
principal of or premium or interest on any Debt that is outstanding in a
principal or notional amount of at least $10,000,000 in the aggregate (but
excluding Debt outstanding hereunder) of the Borrower or such Subsidiary (as the
case may be), when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such
failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any other event shall
occur or condition shall exist under any agreement or instrument relating to any
such Debt and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or to permit the acceleration of, the maturity of
such Debt; or any such Debt shall be declared to be due and payable, or required
to be prepaid or redeemed (other than by a regularly scheduled required
prepayment or redemption), purchased or defeased, or an offer to prepay, redeem,
purchase or defease such Debt shall be required to be made, in each case prior
to the stated maturity thereof; or

(e) The Borrower or any of its Subsidiaries shall generally not pay
its debts as such debts become due, or shall admit in writing its inability to
pay its debts generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against the Borrower or
any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, conservatorship or composition of it or its debts under any
law relating to bankruptcy, insolvency or reorganization or relief of debtors,
or seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for any
substantial part of its property and, in the case of any such proceeding
instituted against it (but not instituted by it), either such proceeding shall
remain undismissed or unstayed for a period of 30 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order
for relief against, or the appointment of a receiver, trustee, custodian,
conservator or other similar official for, it or for any substantial part of its
property) shall occur; or the Borrower or any of its Subsidiaries shall take
any corporate action to authorize any of the actions set forth above in this
subsection (e); or

(f) Any judgment or order for the payment of money in excess of
$50,000,000 shall be rendered against the Borrower or any of its Subsidiaries
and either (i) enforcement proceedings shall have been commenced by any creditor
upon such judgment or order or (ii) there shall be any period of 60 consecutive
days during which a stay of enforcement of such judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect; or

(g) Any non-monetary judgment or order shall be rendered against the
Borrower or any of its Subsidiaries that could be reasonably expected to have a
Material Adverse Effect, and there shall be any period of 10 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; or

(h) (i) Any Person or two or more Persons (other than ITT Hartford
Group, Inc. or any of its Subsidiaries) acting in concert shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934), directly or
indirectly, of Voting Stock of the Borrower (or other securities convertible
into such Voting Stock) representing [20]% or more of the combined voting power
of all Voting Stock of the Borrower; or (ii) during any period of up to 24
consecutive months, commencing after the date of this Agreement, individuals who
at the beginning of such 24-month period were directors of the Borrower shall
cease for any reason to constitute a majority of the board of directors of the
Borrower; or (iii) any Person or two or more Persons acting in concert shall
have acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation, will result in its or their acquisition of
the power to
<PAGE> 34
30

exercise, directly or indirectly, a controlling influence over the
management or policies of the Borrower; or

(i) The Borrower or any of its ERISA Affiliates shall incur, or,
in the reasonable opinion of the Required Lenders, shall be reasonably
likely to incur liability in excess of $10,000,000 in the aggregate as
a result of one or more of the following; (i) the occurrence of any
ERISA Event; (ii) the partial or complete withdrawal of the Borrower or
any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the
reorganization or termination of a Multiemployer Plan;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the obligation of each Lender to make Advances to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall at the request, or
may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Notes, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Notes, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower; provided, however, that in the
event of an actual or deemed entry of an order for relief with respect to the
Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to
make Advances shall automatically be terminated and (B) the Notes, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrower

ARTICLE VII

THE ADMINISTRATIVE AGENT

SECTION 7.01. Authorization and Action. Each Lender hereby
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion under this Agreement as
are delegated to the Administrative Agent by the terms hereof, together with
such powers and discretion as are reasonably incidental thereto. As to any
matters not expressly provided for by this Agreement (including, without
limitation, enforcement or collection of the Notes), the Administrative Agent
shall not be required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Required Lenders,
and such instructions shall be binding upon all Lenders and all holders of
Notes; provided, however, that the Administrative Agent shall not be required to
take any action that exposes the Administrative Agent to personal liability or
that is contrary to this Agreement or applicable law. The Administrative Agent
agrees to give to each Lender prompt notice of each notice given to it by the
Borrower pursuant to the terms of this Agreement.

SECTION 7.02. Administrative Agent's Reliance, Etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with this Agreement, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, the Administrative Agent; (i) may treat the payee of any Note as the
holder thereof until the Administrative Agent receives and accepts an Assignment
and Acceptance entered into by the Lender that is the payee of such Note, as
assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07;
(ii) may consult with legal counsel (including counsel for the Borrower),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) makes
no warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations (whether written or
oral) made in or in connection with this Agreement; (iv) shall not have any duty
to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement on the part of the Borrower or
to inspect the property (including the books and records) of the Borrower;
<PAGE> 35
31

(v) shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, this Agreement or any other instrument
or document furnished pursuant hereto; and (vi) shall incur no liability under
or in respect of this Agreement by acting upon any notice, consent, certificate
or other instrument or writing (which may be by telecopier, telegram or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 7.03. Citibank and Affiliates. With respect to its
Commitment, the Advances made by it and the Note issued to it, Citibank shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Administrative Agent; and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated, include
Citibank in its individual capacity. Citibank and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, the Borrower, any of its Subsidiaries and any Person who may do business
with or own securities of the Borrower or any such Subsidiary, all as if
Citibank were not the Administrative Agent and without any duty to account
therefor to the Lenders.

SECTION 7.04. Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or
any other Lender and based on the financial statements referred to in Section
4.01 and such other documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each Lender
also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement.

SECTION 7.05. Indemnification. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower), ratably
according to the respective principal amounts of the Notes then held by each of
them (or if no Notes are at the time outstanding or if any Notes are held by
Persons that are not Lenders, ratably according to the respective amounts of
their Commitments), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred
by, or asserted against the Administrative Agent in any way relating to or
arising out of this Agreement or any action taken or omitted by the
Administrative Agent under this Agreement (collectively, the "Indemnified
Costs"), provided that no Lender shall be liable for any portion of the
Indemnified Costs resulting from the Administrative Agent's gross negligence or
willful misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse the Administrative Agent promptly upon demand for its ratable share of
any out-of-pocket expenses (including counsel fees) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, to the extent that the
Administrative Agent is not reimbursed for such expenses by the Borrower. In the
case of any investigation, litigation or proceeding giving rise to any
Indemnified Costs, this Section 7.05 applies whether any such investigation,
litigation or proceeding is brought by the Administrative Agent, any Lender or a
third party.

SECTION 7.06. Successor Administrative Agent. The Administrative
Agent may resign at any time by giving written notice thereof to the Lenders and
the Borrower and may be removed at any time with or without cause by the
Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent's giving of notice of resignation or the Required
Lenders' removal of the retiring Administrative Agent, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a commercial bank organized under the laws
of the United States of America or of any State thereof and having a combined
capital and surplus of at least $500,000,000. Upon the acceptance
<PAGE> 36
32

of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, discretion, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Article VII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Notes, nor consent to any departure by the
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Required Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all the Lenders, do any of the following: (a)
waive any of the conditions specified in Section 3.01, (b) increase the
Commitments of the Lenders or subject the Lenders to any additional obligations,
(c) reduce the principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, (d) postpone any date fixed for any payment of
principal of, or interest on, the Notes or any fees or other amounts payable
hereunder, (e) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Notes, or the number of Lenders, that shall be
required for the Lenders or any of them to take any action hereunder or (f)
amend this Section 8.01: and provided further that no amendment, waiver or
consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above to take such action, affect the rights or
duties of the Administrative Agent under this Agreement or any Note.

SECTION 8.02. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic or
telex communication) and mailed, telecopied, telegraphed, telexed or delivered,
if to the Borrower, at its address at c/o The Hartford Insurance Group, Hartford
Plaza, Hartford, CT 06115, Attention: J. Richard Garrett; if to any Initial
Lender, at its Domestic Lending Office specified opposite its name on Schedule I
hereto: if to any other Lender, at its Domestic Lending Office specified in the
Assignment and Acceptance pursuant to which it became a Lender; and if to the
Administrative Agent, at its address at 399 Park Avenue, 12th Floor, Zone 8, New
York, New York 10043, Attention: Scott Engle, Global Insurance Department: or,
as to the Borrower or the Administrative Agent, at such other address as shall
be designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Borrower and the Administrative Agent. All such notices
and communications shall, when mailed, telecopied, telegraphed or telexed, be
effective when deposited in the mails, telecopied, delivered to the telegraph
company or confirmed by telex answerback, respectively, except that notices and
communications to the Administrative Agent pursuant to Article II, III or VII
shall not be effective until received by the Administrative Agent. Delivery by
telecopier of an executed counterpart of any amendment or waiver of any
provision of this Agreement or the Notes or of any Exhibit hereto to be executed
and delivered hereunder shall be effective as delivery of a manually executed
counterpart thereof.

SECTION 8.03. No Waiver; Remedies. No failure on the part of any
Lender or the Administrative Agent to exercise, and no delay in exercising, any
right hereunder or under any Note shall operate as a waiver thereof: nor shall
any single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay
on demand all costs and expenses of the Administrative Agent in connection with
the preparation, execution, delivery, administration,
<PAGE> 37
33

modification and amendment of this Agreement, the Notes and the other documents
to be delivered hereunder, including, without limitation, (A) all due
diligence, syndication (including printing, distribution and bank meetings),
transportation, computer, duplication, appraisal, consultant, and audit expenses
and (B) the reasonable fees and expenses of counsel for the Administrative Agent
with respect thereto and with respect to advising the Administrative Agent as to
its rights and responsibilities under this Agreement. The Borrower further
agrees to pay on demand all costs and expenses of the Administrative Agent and
the Lenders, if any (including, without limitation, reasonable counsel fees and
expenses), in connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Agreement, the Notes and the other
documents to be delivered hereunder, including, without limitation, reasonable
fees and expenses of counsel for the Administrative Agent and each Lender in
connection with the enforcement of rights under this Section 8.04(a).

(b) The Borrower agrees to indemnify and hold harmless the
Administrative Agent and each Lender and each of their Affiliates and their
officers, directors, employees, agents and advisors (each, an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or by reason of
(including, without limitation, in connection with any investigation, litigation
or proceeding or preparation of a defense in connection therewith) (i) the
Notes, this Agreement, any of the transactions contemplated herein or the actual
or proposed use of the proceeds of the Advances or (ii) the actual or alleged
presence of Hazardous Materials on any property of the Borrower or any of its
Subsidiaries or any Environmental Action relating in any way to the Borrower or
any of its Subsidiaries, except to the extent such claim, damage, loss,
liability or expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party's gross
negligence or willful misconduct. In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 8.04(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by the Borrower, its directors, shareholders or creditors
or an Indemnified Party or any other Person or any Indemnified Party is
otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated.

(c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance is made by the Borrower to or for the account of a Lender other
than on the last day of the Interest Period for such Advance, as a result of a
payment or Conversion pursuant to Section 2.06(d) or (e), 2.08 or 2.10,
acceleration of the maturity of the Notes pursuant to Section 6.01 or for any
other reason or by an Eligible Assignee to a Lender other than on the last day
of the Interest Period for such Advance upon an assignment of rights and
obligations under this Agreement pursuant to Section 8.07 as a result of a
demand by the Borrower pursuant to Section 2.15, the Borrower shall, upon demand
by such Lender (with a copy of such demand to the Administrative Agent), pay to
the Administrative Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or expenses that it may
reasonably incur as a result of such payment or Conversion, including, without
limitation, any loss (including loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender to fund or maintain such Advance.

(d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 2.09, 2.12 and 8.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.

SECTION 8.05. Right of Set-off. Upon (i) the occurrence and during
the continuance of any Event of Default and (ii) the making of the request or
the granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of the Borrower against any and all of the
obligations of the Borrower now or hereafter existing under this Agreement and
the Note held by such
<PAGE> 38
34

Lender, whether or not such Lender shall have made any demand under this
Agreement or such Note and although such obligations may be unmatured. Each
Lender agrees promptly to notify the Borrower after any such set-off and
application, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Lender under this
Section are in addition to other rights and remedies (including, without
limitation, other rights of set-off) that such Lender may have.

SECTION 8.06. Binding Effect. This Agreement shall become
effective (other than Section 2.01, which shall only become effective upon
satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Borrower and the Administrative Agent and when
the Administrative Agent shall have been notified by each Initial Lender that
such Initial Lender has executed it and thereafter shall be binding upon and
inure to the benefit of the Borrower, the Administrative Agent and each Lender
and their respective successors and assigns, except that the Borrower shall not
have the right to assign its rights hereunder or any interest herein without the
prior written consent of the Lenders.

SECTION 8.07. Assignments and Participations. (a) Each Lender may
and, if demanded by the Borrower pursuant to Section 2.15, will assign to one or
more Persons all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, the Advances
owing to it and the Note or Notes held by it); provided, however, that (i) each
such assignment shall be of a constant, and not a varying, percentage of all
rights and obligations under this Agreement, (ii) except in the case of an
assignment to a Person that, immediately prior to such assignment, was a Lender
or an assignment of all of a Lender's rights and obligations under this
Agreement, the amount of the Commitment of the assigning Lender being assigned
pursuant to each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event be less than
$10,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) each
such assignment shall be to an Eligible Assignee, (iv) each such assignment made
as a result of a demand by the Borrower pursuant to Section 2.15 shall be
arranged by the Borrower after consultation with the Administrative Agent and
shall be either an assignment of all of the rights and obligations of the
assigning Lender under this Agreement or an assignment of a portion of such
rights and obligations made concurrently with another such assignment or other
such assignments that together cover all of the right and obligations of the
assigning Lender under this Agreement, (v) no Lender shall be obligated to make
any such assignment as a result of a demand by the Borrower pursuant to Section
2.15 unless and until such Lender shall have received one or more payments from
either the Borrower or one or more Eligible Assignees in an aggregate amount at
least equal to the aggregate outstanding principal amount of the Advances owing
to such Lender, together with accrued interest thereon to the date of payment of
such principal amount and all other amounts payable to such Lender under this
Agreement, and (vi) the parties to each such assignment shall execute and
deliver to the Administrative Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Note subject to such
assignment and a processing and recordation fee of $3,000. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance, (x) the assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder and (y) the Lender assignor thereunder shall,
to the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto).

(b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or
<PAGE> 39
35

the performance or observance by the Borrower of any of its obligations under
this Agreement or any other instrument or document furnished pursuant hereto;
(iii) such assignee confirms that it has received a copy of this Agreement,
together with copies of the financial statements referred to in Section 4.01 and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Acceptance;
(iv) such assignee will, independently and without reliance upon the
Administrative Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi)
such assignee appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
this Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers and discretion as are reasonably incidental thereto;
and (vii) such assignee agrees that it will perform in accordance with their
terms all of the obligations that by the terms of this Agreement are required to
be performed by it as a Lender.

(c) The Administrative Agent shall maintain at its address referred to
in Section 8.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitment of, and principal amount of the Advances owing
to, each Lender from time to time (the "Register"). The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

(d) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Note or Notes subject to such assignment, the Administrative
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrower. Within five Business Days
after its receipt of such notice, the Borrower, at its own expense, shall
execute and deliver to the Administrative Agent in exchange for the surrendered
Note a new Note to the order of such Eligible Assignee in an amount equal to the
Commitment assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained a Commitment hereunder, a new Note to the order of
the assigning Lender in an amount equal to the Commitment retained by it
hereunder. Such new Note or Notes shall be in an aggregate principal amount
equal to the aggregate principal amount of such surrendered Note or Notes, shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of Exhibit A hereto.

(e) Each Lender may sell participations to one or more banks or other
entities (other than the Borrower or any of its Affiliates) in all or a portion
of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Advances owing to it and the
Note or Notes held by it); provided, however, that (i) such Lender's obligations
under this Agreement (including, without limitation, its Commitment to the
Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all purposes of
this Agreement, (iv) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
(v) no participant under any such participation shall have any right to approve
any amendment or waiver of any provision of this Agreement or any Note, or any
consent to any departure by the Borrower therefrom, except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Notes or any fees or other amounts payable hereunder, in each case to the
extent subject to such participation, or postpone any date fixed for any payment
of principal of, or interest on, the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such participation.
<PAGE> 40
36

(f) Any Lender may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 8.07, disclose
to the assignee or participant or proposed assignee or participant, any
information relating to the Borrower furnished to such Lender by or on behalf of
the Borrower; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the
confidentiality of any Confidential Information relating to the Borrower
received by it from such Lender.

(g) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time create a security interest in all or any portion of
its rights under this Agreement (including, without limitation, the Advances
owing to it and the Note held by it) in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the Federal Reserve
System.

SECTION 8.08. Confidentiality. Neither the Administrative Agent
nor any Lender shall disclose any Confidential Information to any other Person
without the consent of the Borrower, other than (a) to the Administrative
Agent's or such Lender's Affiliates and their officers, directors, employees,
agents and advisors and, as contemplated by Section 8.07(f), to actual or
prospective assignees and participants, and then only on a confidential basis,
(b) as required by any law, rule or regulation or judicial process and (c) as
requested or required by any state, federal or foreign authority or examiner
regulating banks or banking.

SECTION 8.09 Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.

SECTION 8.10. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

SECTION 8.11. Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement shall affect any right that any party may
otherwise have to bring any action or proceeding relating to this Agreement or
the Notes in the courts of any jurisdiction.

(b) Each of the parties hereto irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection that
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the Notes in any New
York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

SECTION 8.12. Waiver of Jury Trial. Each of the Borrower, the
Administrative Agent and the Lenders hereby irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Agreement or the
Notes or the actions of the Administrative Agent or any Lender in the
negotiation, administration, performance or enforcement thereof.
<PAGE> 41
37

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.

HARTFORD LIFE, INC.

By /s/ J. Richard Garrett
---------------------------------------
Title: Vice President

CITIBANK, N.A.,
as Administrative Agent

By /s/ Scott F. Engle
---------------------------------------
Title: SCOTT F. ENGLE
ATTORNEY-IN-FACT
CITIBANK, N.A.

Initial Lenders

Commitment

$406,250,002 CITIBANK, N.A.

By /s/ Scott F. Engle
---------------------------------------
Title: SCOTT F. ENGLE
ATTORNEY-IN-FACT
CITIBANK, N.A.

$297,916,666 BANK OF AMERICA ILLINOIS

By /s/
---------------------------------------
Title: VICE PRESIDENT

$297,916,666 MELLON BANK, N.A.

By /s/ Susan M. Whitewood
---------------------------------------
Title: Asst. Vice President
<PAGE> 42
38

$297,916,666 MORGAN GUARANTY TRUST COMPANY OF
NEW YORK

By /s/ Jerry J. Fall
---------------------------------------
Title: JERRY J. FALL
VICE PRESIDENT

$1,300,000,000 Total of the Commitments

<PAGE> 43
SCHEDULE I
Hartford Life, Inc.
APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
Name of Initial Lender Domestic Lending Office Eurodollar Lending Office
---------------------- ----------------------- -------------------------
<S> <C> <C>
Citibank, N.A. 1 Court Square Same.
7th Floor, Zone 1
Long Island City, New York 11120
Attention: John Mann
Tel: (718) 248-4504
Fax: (718) 248-4844

Bank of America Illinois Account Administration 200/9 Same.
231 S. LaSalle Street
Chicago, IL 60697
Attention: Diane Sanders
Tel: (312) 828-3866
Fax: (312) 974-9626

Mellon Bank, N.A. Three Mellon Bank Center Same.
Floor 23, c/o Loan Administration
Pittsburgh, PA 15259
Attention: Kerri Michener
Tel: (412) 234-1869
Fax: (412) 234-5049

Morgan Guaranty Trust Morgan Christiana Center Same.
Company of New York 500 Stanton Christiana Road
Newark, DE 19713-2107
Attention: Robert Kearns
Tel: (302) 634-4203
Fax: (302) 734-1092
</TABLE>

<PAGE> 44
SCHEDULE 4.01(c)
REQUIRED AUTHORIZATIONS AND APPROVALS

None.

<PAGE> 45
SCHEDULE 5.02(a)
EXISTING LIENS

None.

<PAGE> 46
EXHIBIT A - FORM OF
PROMISSORY NOTE

U.S. $ _____________ Dated: February_, 1997

FOR VALUE RECEIVED, the undersigned, HARTFORD LIFE, INC., a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_____________________________ (the "Lender") for the account of its Applicable
Lending Office on the Termination Date (each as defined in the Credit Agreement
referred to below) the principal sum of U.S.$ _______ or, if less, the aggregate
principal amount of the Advances made by the Lender to the Borrower pursuant to
the Credit Agreement dated as of February _, 1997 among the Borrower, the Lender
and certain other lenders parties thereto, and Citibank, N.A., as Administrative
Agent for the Lender and such other lenders (as amended or modified from time to
time, the "Credit Agreement"; the terms defined therein being used herein as
therein defined) outstanding on the Termination Date.

The Borrower promises to pay interest on the unpaid principal
amount of each Advance from the date of such Advance until such principal amount
is paid in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.

Both principal and interest are payable in lawful money of the
United States of America to Citibank, N.A. as Administrative Agent, at
_________________________, New York, New York, in same day funds. Each Advance
owing to the Lender by the Borrower pursuant to the Credit Agreement, and all
payments made on account of principal thereof, shall be recorded by the Lender
and, prior to any transfer hereof, endorsed on the grid attached hereto which is
part of this Promissory Note.

This Promissory Note is one of the Notes referred to in, and
is entitled to the benefits of, the Credit Agreement. The Credit Agreement,
among other things, (i) provides for the making of Advances by the Lender to the
Borrower from time to time in an aggregate amount not to exceed at any time
outstanding the U.S. dollar amount first above mentioned, the indebtedness of
the Borrower resulting from each such Advance being evidenced by this Promissory
Note, and (ii) contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.

This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

HARTFORD LIFE, INC.

By________________________________
Title:

<PAGE> 47
ADVANCES AND PAYMENTS OF PRINCIPAL

AMOUNT OF
AMOUNT OF PRINCIPAL PAID UNPAID PRINCIPAL NOTATION
DATE ADVANCE OR PREPAID BALANCE MADE BY

<PAGE> 48
EXHIBIT B - FORM OF
NOTICE OF BORROWING

Citibank, N A., as Administrative Agent
for the Lenders parties
to the Credit Agreement
referred to below
399 Park Avenue [Date]
New York, New York 10043

Attention: Scott Engle/Global Insurance Department

Ladies and Gentlemen:

The undersigned, Hartford Life, Inc., refers to the Credit
Agreement, dated as of February ___, 1997 (as amended or modified from time to
time, the "Credit Agreement", the terms defined therein being used herein as
therein defined), among the undersigned, certain Lenders parties thereto and
Citibank, N.A., as Administrative Agent for said Lenders, and hereby gives you
notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such Borrowing (the
"Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement:

(i) The Business Day of the Proposed Borrowing is
__________________, 199_.

(ii) The Type of Advances comprising the Proposed Borrowing
is [Base Rate Advances] [Eurodollar Rate Advances].

(iii) The aggregate amount of the Proposed Borrowing is
$___________.

[(iv) The initial Interest Period for each Eurodollar Rate
Advance made as part of the Proposed Borrowing is month(s).]

The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Borrowing:

(A) the representations and warranties contained in Section
4.01 of the Credit Agreement are correct, before and after giving
effect to the Proposed Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date; and

(B) no event has occurred and is continuing, or would result
from such Proposed Borrowing or from the application of the proceeds
therefrom, that constitutes a Default.

Very truly yours,

Hartford Life, Inc.

By _______________________________
Title:

<PAGE> 49
EXHIBIT C - FORM OF
ASSIGNMENT AND ACCEPTANCE

Reference is made to the Credit Agreement dated as of February
___, 1997 (as amended or modified from time to time, the "Credit Agreement")
among Hartford Life, Inc., a Delaware corporation (the "Borrower"), the Lenders
(as defined in the Credit Agreement) and Citibank, N.A. as administrative agent
for the Lenders (the "Administrative Agent"). Terms defined in the Credit
Agreement are used herein with the same meaning.

The "Assignor" and the "Assignee" referred to on Schedule 1
hereto agree as follows:

1. The Assignor hereby sells and assigns to the Assignee, and
the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the
Credit Agreement as of the date hereof equal to the percentage interest
specified on Schedule 1 hereto of all outstanding rights and
obligations under the Credit Agreement. After giving effect to such
sale and assignment, the Assignee's Commitment and the amount of the
Advances owing to the Assignee will be as set forth on Schedule 1
hereto.

2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it
hereunder and that such interest is free and clear of any adverse
claim; (ii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or
the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or any other instrument or
document furnished pursuant thereto; (iii) makes no representation or
warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under the Credit Agreement or any
other instrument or document furnished pursuant thereto; and (iv)
attaches the Note held by the Assignor and requests that the
Administrative Agent exchange such Note for a new Note payable to the
order of the Assignee in an amount equal to the Commitment assumed by
the Assignee pursuant hereto or new Notes payable to the order of the
Assignee in an amount equal to the Commitment assumed by the Assignee
pursuant hereto and the Assignor in an amount equal to the Commitment
retained by the Assignor under the Credit Agreement, respectively, as
specified on Schedule 1 hereto.

3. The Assignee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements
referred to in Section 4.01 thereof and such other documents and
information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance;
(ii) agrees that it will, independently and without reliance upon the
Administrative Agent, the Assignor or any other Lender and based on
such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (iii) confirms that it is an
Eligible Assignee; (iv) appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such
powers and discretion under the Credit Agreement as are delegated to
the Administrative Agent by the terms thereof, together with such
powers and discretion as are reasonably incidental thereto; (v) agrees
that it will perform in accordance with their terms all of the
obligations that by the terms of the Credit Agreement are required to
be performed by it as a Lender; and (vi) attaches any U.S. Internal
Revenue Service forms required under Section 2.12 of the Credit
Agreement.

4. Following the execution of this Assignment and Acceptance,
it will be delivered to the Administrative Agent for acceptance and
recording by the Administrative Agent. The effective date for this
Assignment and Acceptance (the "Effective Date") shall be the date of
acceptance hereof by the Administrative Agent, unless otherwise
specified on Schedule 1 hereto.

<PAGE> 50
2

5. Upon such acceptance and recording by the Administrative
Agent, as of the Effective Date, (i) the Assignee shall be a party to
the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and
(ii) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations
under the Credit Agreement.

6. Upon such acceptance and recording by the Administrative
Agent, from and after the Effective Date, the Administrative Agent
shall make all payments under the Credit Agreement and the Notes in
respect of the interest assigned hereby (including, without limitation,
all payments of principal, interest and facility fees with respect
thereto) to the Assignee. The Assignor and Assignee shall make all
appropriate adjustments in payments under the Credit Agreement and the
Notes for periods prior to the Effective Date directly between
themselves.

7. This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of New York.

8. This Assignment and Acceptance may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of Schedule 1 to
this Assignment and Acceptance by telecopier shall be effective as
delivery of a manually executed counterpart of this Assignment and
Acceptance.

IN WITNESS WHEREOF, the Assignor and the Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.

<PAGE> 51
Schedule 1
to
Assignment and Acceptance

Percentage interest assigned: ____%

Assignee's Commitment: $___________

Aggregate outstanding principal amount of Advances assigned: $___________

Principal amount of Note payable to Assignee: $___________

Principal amount of Note payable to Assignor: $___________

Effective Date*:__________________, 199__

[NAME OF ASSIGNOR], as Assignor

By ________________________________
Title:

Dated:_______________, 199_

[NAME OF ASSIGNEE], as Assignee

By ________________________________
Title:

Domestic Lending Office:
[Address]

Eurodollar Lending Office:
[Address]

Accepted [and Approved]** this

__________ day of _____________, 199__

CITIBANK, N.A., as Administrative Agent

By ___________________________________
Title:

______________________

* This date should be no earlier than five Business Days after the
delivery of this Assignment and Acceptance to the Administrative Agent.

** Required if the Assignee is an Eligible Assignee solely by reason of
clause (viii) of the definition of "Eligible Assignee".

<PAGE> 52
2

[Approved this ____________ day
of _______________, 199__

Hartford Life, Inc.

By ___________________________]*
Title:

____________________

* Required if the Assignee is an Eligible Assignee solely by reason of
clause (viii) of the definition of "Eligible Assignee".

<PAGE> 53
[ITT HARTFORD LOGO] EXHIBIT D -- FORM OF
OPINION OF COUNSEL
FOR THE BORROWER

MICHAEL S. WILDER Hartford Plaza
Senior Vice President and Hartford, CT 06115
General Counsel Telephone (860) 547-5484
Fax (860) 547-6845

February 12, 1997

To each of the Lenders Parties
to the Credit Agreement dated
as of February 10, 1997
among Hartford Life, Inc.,
said Lenders and Citibank, N.A.,
as Administrative Agent for said Lenders, and
to Citibank, N.A., as Administrative Agent

Hartford Life, Inc.

Ladies and Gentlemen:

This opinion is furnished to you pursuant to Section 3.01(h)(iv) of the Credit
Agreement, dated as of February 10, 1997 (the "Credit Agreement"), among
Hartford Life, Inc., a Delaware corporation (the "Borrower"), the Lenders
parties thereto and Citibank, N.A. as Administrative Agent for said Lenders.
Terms defined in the Credit Agreement are used herein as therein defined.

In connection with the preparation, execution and delivery of the Credit
Agreement and this opinion, I, as Senior Vice President and General Counsel of
ITT Hartford Group, Inc. ("Hartford Group", the ultimate parent company of the
Borrower), or lawyers on Hartford Group's legal staff working under my
supervision, have examined:

(1) The Credit Agreement;

(2) The documents furnished by the Borrower pursuant to Article
III of the Credit Agreement;

ITT Hartford Group, Inc.
Hartford Plaza, Hartford, Connecticut 06115

<PAGE> 54
To each of the Lenders parties
February 12, 1997
Page 2

(3) The Certificate of Incorporation of the Borrower and all
amendments thereto (the "Charter");

(4) The by-laws of the Borrower and all amendments thereto (the
"By-laws") and;

(5) A certificate of the Secretary of State of the State of
Delaware, dated February 7, 1997, attesting to the continued
corporate existence and good standing of the Borrower in that
State.

We have also examined the originals, or copies certified to our satisfaction, of
the documents listed in a certificate of the chief financial officer of the
Borrower, dated the date hereof (the "Certificate"), certifying that the
documents listed in such certificate are all of the indentures, loan or credit
agreements, leases, guarantees, mortgages, security agreements, bonds, notes and
other agreements or instruments, and all of the orders, writs, judgments,
awards, injunctions and decrees, that affect or purport to affect the Borrower's
right to borrow money or the Borrower's obligations under the Credit Agreement
or the Notes. In addition, we have examined the originals, or copies certified
to our satisfaction, of such other corporate records of the Borrower,
certificates of public officials and of officers of the Borrower, and
agreements, instruments and other documents, as we have deemed necessary as a
basis for the opinions expressed below. As to questions of fact material to such
opinions, we have, when relevant facts were not independently established by us,
relied upon certificates of the Borrower or its officers or of public officials.
We have assumed the due execution and delivery, pursuant to due authorization,
of the Credit Agreement by the Initial Lenders and the Administrative Agent.

The opinions expressed below are limited to the law of the State of Connecticut,
the General Corporation Law of the State of Delaware and the Federal law of the
United States.

Based upon the foregoing and upon such investigation as I have deemed necessary,
I am of the following opinion:

<PAGE> 55
To each of the Lenders parties
February 12, 1997
Page 3

1. The Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.

2. The execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes, and the consummation of the
transactions contemplated thereby, are within the Borrower's
corporate powers, have been duly authorized by all necessary
corporate action, and do not contravene (I) the Charter or the
By-laws or (ii) any law, rule or regulation applicable to the
Borrower (including, without limitation, Regulation X of the
Board of Governors of the Federal Reserve System) or (iii) any
contractual or legal restriction contained in any document
listed in the Certificate or, to the best of our knowledge,
contained in any other similar document. The Credit Agreement
and the Notes have been duly executed and delivered on behalf
of the Borrower.

3. No authorization, approval or other action by, and no notice
to or filing with, any governmental authority or regulatory
body or any other third party is required for the due
execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes, except for the authorizations,
approvals, actions, notices and filings listing on Schedule
4.01 (c) to the Credit Agreement, all of which have been duly
obtained, taken, given or made and are in full force and
effect.

4. The Credit Agreement is, and after giving effect to the
initial Borrowing, the Notes will be, legal, valid and binding
obligations of the Borrower enforceable against the Borrower
in accordance with their respective terms.

5. To the best of our knowledge, there are no pending or overtly
threatened actions or proceedings against the Borrower or any
of its Subsidiaries before any court, governmental agency or
arbitrator that purport to affect the legality, validity,
binding effect or enforceability of the Credit Agreement or
any of the Notes or the consummation of the transactions
contemplated thereby or that are likely to have a materially
adverse effect upon the financial condition or operations of
the Borrower or any of its Subsidiaries.

<PAGE> 56
To each of the Lenders parties
February 12, 1997
Page 4

The opinions set forth above are subject to the following qualifications:

a. The opinion in Paragraph 4 above as to enforceability is
subject to the effect of any applicable bankruptcy, insolvency
(including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar
law affecting creditors' rights generally.

b. The opinion in Paragraph 4 above as to enforceability is
subject to the effect of general principles of equity,
including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing (regardless of
whether considered in a proceeding in equity or at law).

c. We express no opinion as to (i) Section 2.13 of the Credit
Agreement insofar as it provides that any Lender purchasing a
participation from another Lender pursuant thereto may
exercise set-off or similar rights with respect to such
participation.

This opinion is solely for your benefit and may not be quoted or relied upon by,
nor copies delivered to, any other person, nor used for any other purpose,
without my prior written consent.

Very truly yours,

<PAGE> 57
PROMISSORY NOTE

U.S.$406,250,002 Dated: February 10, 1997

FOR VALUE RECEIVED, the undersigned, HARTFORD LIFE, INC., a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
CITIBANK, N.A. (the "Lender") for the account of its Applicable Lending Office
on the Termination Date (each as defined in the Credit Agreement referred to
below) the principal sum of U.S.$406,250,002 or, if less, the aggregate
principal amount of the Advances made by the Lender to the Borrower pursuant to
the Credit Agreement dated as of February 10, 1997 among the Borrower, the
Lender and certain other lenders parties thereto, and Citibank, N.A., as
Administrative Agent for the Lender and such other lenders (as amended or
modified from time to time, the "Credit Agreement"; the terms defined therein
being used herein as therein defined) outstanding on the Termination Date.

Both principal and interest are payable in lawful money of the
United States of America to Citibank, N.A. as Administrative Agent, at 399 Park
Avenue, New York, New York 10043, in same day funds. Each Advance owing to the
Lender by the Borrower pursuant to the Credit Agreement, and all payments made
on account of principal thereof, shall be recorded by the Lender and, prior to
any transfer hereof, endorsed on the grid attached hereto which is part of this
Promissory Note.

This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

HARTFORD LIFE, INC.

By /s/ J. RICHARD GARRETT
----------------------------------
Title: Vice President

<PAGE> 58
ADVANCES AND PAYMENTS OF PRINCIPAL

AMOUNT OF
AMOUNT OF PRINCIPAL PAID UNPAID PRINCIPAL NOTATION
DATE ADVANCE OR PREPAID BALANCE MADE BY

<PAGE> 59
PROMISSORY NOTE

U.S.$297,916,666 Dated: February 10, 1997

FOR VALUE RECEIVED, the undersigned, HARTFORD LIFE, INC., a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
MORGAN GUARANTY TRUST COMPANY OF NEW YORK (the "Lender") for the account of its
Applicable Lending Office on the Termination Date (each as defined in the Credit
Agreement referred to below) the principal sum of U.S.$297,916,666 or, if less,
the aggregate principal amount of the Advances made by the Lender to the
Borrower pursuant to the Credit Agreement dated as of February 10, 1997 among
the Borrower, the Lender and certain other lenders parties thereto, and
Citibank, N.A., as Administrative Agent for the Lender and such other lenders
(as amended or modified from time to time, the "Credit Agreement"; the terms
defined therein being used herein as therein defined) outstanding on the
Termination Date.

This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

HARTFORD LIFE, INC.

By /s/ J. RICHARD GARRETT
---------------------------------
Title: Vice President

<PAGE> 60
ADVANCES AND PAYMENTS OF PRINCIPAL

AMOUNT OF
AMOUNT OF PRINCIPAL PAID UNPAID PRINCIPAL NOTATION
DATE ADVANCE OR PREPAID BALANCE MADE BY

<PAGE> 61
PROMISSORY NOTE

U.S.$297,916,666 Dated: February 10, 1997

FOR VALUE RECEIVED, the undersigned, HARTFORD LIFE, INC., a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
MELLON BANK, N.A. (the "Lender") for the account of its Applicable Lending
Office on the Termination Date (each as defined in the Credit Agreement referred
to below) the principal sum of U.S.$297,916,666 or, if less, the aggregate
principal amount of the advances made by the Lender to the Borrower pursuant to
the Credit Agreement dated as of February 10, 1997 among the Borrower, the
Lender and certain other lenders parties thereto, and Citibank, N.A., as
Administrative Agent for the Lender and such other lenders (as amended or
modified from time to time, the "Credit Agreement"; the terms defined therein
being used herein as therein defined) outstanding on the Termination Date.

This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

HARTFORD LIFE, INC.

By /s/ J. RICHARD GARRETT
-------------------------------
Title: Vice President

<PAGE> 62
ADVANCES AND PAYMENTS OF PRINCIPAL

AMOUNT OF
AMOUNT OF PRINCIPAL PAID UNPAID PRINCIPAL NOTATION
DATE ADVANCE OR PREPAID BALANCE MADE BY

<PAGE> 63
PROMISSORY NOTE

U.S.$297,916,666 Dated: February 10, 1997

FOR VALUE RECEIVED, the undersigned, HARTFORD LIFE, INC., a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
BANK OF AMERICA ILLINOIS (the "Lender") for the account of its Applicable
Lending Office on the Termination Date (each as defined in the Credit Agreement
referred to below) the principal sum of U.S.$297,916,666 or, if less, the
aggregate principal amount of the Advances made by the Lender to the Borrower
pursuant to the Credit Agreement dated as of February 10, 1997 among the
Borrower, the Lender and certain other lenders parties thereto, and Citibank,
N.A., as Administrative Agent for the Lender and such other lenders (as amended
or modified from time to time, the "Credit Agreement"; the terms defined therein
being used herein as therein defined) outstanding on the Termination Date.

This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

HARTFORD LIFE, INC.

By /s/ J. RICHARD GARRETT
----------------------------
Title: Vice President

<PAGE> 64
ADVANCES AND PAYMENTS OF PRINCIPAL

AMOUNT OF
AMOUNT OF PRINCIPAL PAID UNPAID PRINCIPAL NOTATION
DATE ADVANCE OR PREPAID BALANCE MADE BY

<PAGE> 65
HARTFORD LIFE, INC.

CERTIFICATE OF CORPORATE SECRETARY

I, Michael O'Halloran, being the duly elected and acting Corporate
Secretary of Hartford Life, Inc., a Delaware corporation (the "Company"), hereby
certify that:

1. The attached copy of the resolutions adopted by the Board of
Directors of the Company on February 7, 1997, authorizing the
execution, delivery and performance of the Credit Agreement
dated as of February 10, 1997 (the "Credit Agreement"), are
true and complete and are in full force and effect without
modification or amendment.

2. J. Richard Garrett is a duly elected and acting Vice President
of the Company, was in office as of the date of the execution
of the Credit Agreements and a sample of his genuine signature
is set forth below:

/s/ J. RICHARD GARRETT
-----------------------------
J. Richard Garrett

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Company this
12th day of February, 1997.

/s/ Michael O'Halloran
------------------------------------
Michael O'Halloran
Corporate Secretary

[seal]

<PAGE> 66
RESOLVED, that the Management of the Corporation has determined that it
is necessary for the Corporation to obtain certain financing arrangements for
the Corporation and its subsidiaries by establishing (i) an up to $1,300,000,000
commercial paper program (the "CP Program") and (ii) an up to $1,300,000,000
364-Day Credit Facility (the "Credit Facility Agreement") among the
Corporation, certain lenders and Citibank, N.A., as Administrative Agent;

RESOLVED, that the Corporation be and it hereby is authorized to
establish the CP Program and the Credit Facility upon terms and conditions
satisfactory to the Management of the Corporation;

RESOLVED, that the Authorized Officers are each hereby authorized, in
the name and on behalf of the Corporation, to take any and all actions and to
execute and deliver any and all instruments, certificates and other documents as
may be necessary and advisable, in the opinion of the officer executing the
same, to effectuate and comply with any of the foregoing resolutions.

<PAGE> 67
HARTFORD LIFE, INC.

CERTIFICATE OF INCUMBENCY

I, J. Richard Garrett, being a duly elected and acting Vice President
of Hartford Life, Inc., a Delaware corporation (the "Company"), hereby certify
that:

Michael O'Halloran is the duly elected and acting Corporate Secretary
of the Company and a sample of his genuine signature is set forth
below:

/s/ Michael O'Halloran
----------------------------------
Michael O'Halloran

IN WITNESS WHEREOF, I have hereunto set my hand and seal of the Company this
12th day of February, 1997.

[seal] /s/ J. RICHARD GARRETT
------------------------------
J. Richard Garrett
Vice President

<PAGE> 68
[ITT HARTFORD LOGO]

February 12, 1997 J. RICHARD GARRETT Hartford Plaza
Vice President & Treasurer Hartford, CT 06115
Telephone (860) 547-6338

Citibank, N.A., as Administrative Agent
for the Lenders parties
to the Credit Agreement
referred to below
399 Park Avenue
New York, NY 10043

ATTENTION: Scott Engle/Global Insurance Department

Ladies and Gentlemen:

The undersigned, Hartford Life, Inc., refers to the Credit Agreement,
dated as of February 10, 1997 (as amended or modified from time to time, the
"Credit Agreement", the terms defined therein being used herein as therein
defined), among the undersigned, certain Lenders parties thereto and Citibank,
N.A., as Administrative Agent for said Lenders, and hereby gives you notice,
irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such Borrowing (the
"Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement:

(i) The Business Day of the Proposed Borrowing is February 18,
1997.

(ii) The Type of Advances comprising the Proposed Borrowing is
Eurodollar Rate Advances.

(iii) The aggregate amount of the Proposed Borrowing is
$l,084,000,000.

(iv) The initial Interest Period for each Eurodollar Rate Advance
made as part of the Proposed Borrowing is two (2) months[s].

The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the Proposed Borrowing:

(A) the representations and warranties contained in Section 4.01
of the Credit Agreement are correct, before and after giving
effect to the Proposed Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date; and

(B) no event has occurred and is continuing, or would result from
such Proposed Borrowing or from the application of the
proceeds, therefrom, that constitutes a Default.

Very truly yours,

HARTFORD LIFE, INC.

By /s/ J. RICHARD GARRETT
---------------------------------
Title: Vice President

ITT Hartford Insurance Group
Hartford Fire Insurance Company and its Affiliates
Hartford Plaza Hartford Connecticut 06115

<PAGE> 69
[ITT HARTFORD LOGO]

MICHAEL S. WILDER Hartford Plaza
Senior Vice President and Hartford, CT 06115
General Counsel Telephone (860) 547-5484
Fax (860) 547-6845

February 12, 1997

Hartford Life, Inc.

Ladies and Gentlemen:

This opinion is furnished to you pursuant to Section 3.01 (h)(iv) of the Credit
Agreement, dated as of February 10, 1997 (the "Credit Agreement"), among
Hartford Life, Inc., a Delaware corporation (the "Borrower"), the Lenders
parties thereto and Citibank, N.A. as Administrative Agent for said Lenders.
Terms defined in the Credit Agreement are used herein as therein defined.

(1) The Credit Agreement;

(2) The documents furnished by the Borrower pursuant to Article
III of the Credit Agreement;

ITT Hartford Group, Inc.
Hartford Plaza, Hartford, Connecticut 06115

<PAGE> 70
To each of the Lenders parties
February 12, 1997
Page 2

(3) The Certificate of Incorporation of the Borrower and all
amendments thereto (the "Charter");

(4) The by-laws of the Borrower and all amendments thereto (the
"By-laws") and;

(5) A certificate of the Secretary of State of the State of
Delaware, dated February 7, 1997, attesting to the continued
corporate existence and good standing of the Borrower in that
State.

The opinions expressed below are limited to the law of the State of Connecticut,
the General Corporation Law of the State of Delaware and the Federal law of the
United States.

Based upon the foregoing and upon such investigation as I have deemed necessary,
I am of the following opinion:

<PAGE> 71
To each of the Lenders parties
February 12, 1997
Page 3

1. The Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.

2. The execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes, and the consummation of the
transactions contemplated thereby, are within the Borrower's
corporate powers, have been duly authorized by all necessary
corporate action, and do not contravene (i) the Charter or the
By-laws or (ii) any law, rule or regulation applicable to the
Borrower (including, without limitation, Regulation X of the
Board of Governors of the Federal Reserve System) or (iii) any
contractual or legal restriction contained in any document
listed in the Certificate or, to the best of our knowledge,
contained in any other similar document. The Credit Agreement
and the Notes have been duly executed and delivered on behalf
of the Borrower.

3. No authorization, approval or other action by, and no notice
to or filing with, any governmental authority or regulatory
body or any other third party is required for the due
execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes, except for the authorizations,
approvals, actions, notices and filings listing on Schedule
4.01(c) to the Credit Agreement, all of which have been duly
obtained, taken, given or made and are in full force and
effect.

<PAGE> 72
To each of the Lenders parties
February 12, 1997
Page 4

The opinions set forth above are subject to the following qualifications:

This opinion is solely for your benefit and may not be quoted or relied upon by,
nor copies delivered to, any other person, nor used for any other purpose,
without my prior written consent.

Very truly yours,

<PAGE> 1
EXHIBIT 10.9

PROMISSORY NOTE

$100,000,000 February 20, 1997

FOR VALUE RECEIVED, the undersigned, HARTFORD LIFE, INC., a Delaware
corporation (the "Borrower") hereby promises to pay to the order of HARTFORD
ACCIDENT & INDEMNITY COMPANY, a Connecticut corporation (the "Lender"), the
principal sum of ONE HUNDRED MILLION AND NO/100 (US $100,000,000.00) DOLLARS,
together with interest on the unpaid principal balance thereof at a rate as
described below, together with all taxes levied or assessed on this Note or the
debt evidenced hereby, and together with all costs, expenses and attorneys'
fees incurred in any action to collect this Note. Interest on this Note shall
be computed on the basis of a year of three hundred sixty (360) days and actual
days elapsed. All payments made by Borrower hereunder shall be in lawful money
of the United States of America to Lender in same day funds.

All outstanding principal, together with all accrued and unpaid interest
thereon, shall be due and payable on February 19, 1998 (the "Maturity Date").
Interest on the unpaid principal balance hereof (the "Note Rate") shall be equal
to the Eurodollar Rate (as such term is defined in that certain Credit Agreement
dated as of February 10, 1997, by and among Hartford Life, Inc., as the
borrower, and Citibank, N.A., Bank of America Illinois, Mellon Bank, N.A. and
Morgan Guaranty Trust Company of New York, collectively, as the lenders
thereunder (the "HLI Credit Agreement"), plus .15%. Borrower shall have the
right to select an interest period of one, two, three or six months for
determining the appropriate Eurodollar Rate to be used in calculating the
applicable Note Rate hereunder.

The initial interest period selected by Borrower hereunder shall be two months
and the corresponding Note Rate shall be 5.60%, which rate shall be applicable
until April 20, 1997. Borrower agrees that at least seven (7) days prior to the
expiration of the then current Note Rate, Borrower will notify Lender of the
applicable interest period for determining the appropriate Eurodollar Rate to be
used for calculating the Note Rate for that interest period. In the event
Borrower does not provide Lender with the requisite interest period, Lender
shall use the one-month Eurodollar Rate to calculate the Note Rate hereunder.

In the event that this Note or any interest hereunder is not paid when due, the
holder hereof may declare the entire indebtedness evidenced hereby to be
immediately due and payable, together with default interest, to the extent
permitted by law, on such unpaid indebtedness up to the date of actual payment
at a rate per annum equal to the greater of the Note Rate or the Prime Rate as
published in The Wall Street Journal, plus two (2.0%) percent. Failure to
exercise any such option shall not constitute a waiver of the right to exercise
the same in the event of any subsequent default.

<PAGE> 2
2

THE BORROWER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF
NON-PAYMENT, PROTEST AND NOTICE OF PROTEST, AND BORROWER WAIVES ITS RIGHT TO
NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY DESIRED BY THE HOLDER
HEREOF.

This Note shall be governed by and construed in accordance with the laws of the
State of Connecticut.

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed on the date
hereof.

HARTFORD LIFE, INC.

By: /s/ J. RICHARD GARRETT
-------------------------------
Title: Vice President
---------------------------

<PAGE> 1
EXHIBIT 10.10

October 24, 1995

Lowndes A. Smith

EMPLOYMENT AGREEMENT

This employment agreement (the "Agreement") is intended to create mutual
obligations, and your voluntary acceptance signifies both ITT Hartford Group,
Inc.'s ("Hartford") and your commitment to carry out its obligations until its
expiration. The Agreement will confirm your employment with Hartford in
accordance with the following terms and conditions:

1. EMPLOYMENT AND ASSIGNMENT; DILIGENT AND FAITHFUL PERFORMANCE
OF DUTIES. Hartford agrees to employ you as President and Chief Operating
Officer, Hartford Life Insurance Company. In consideration of employment by
Hartford, you agree to discharge faithfully, diligently, and to the best of your
ability, the responsibilities of these offices on a full-time basis, in
accordance with law and company policies as from time to time are issued or
modified. During the term of this Agreement, you shall serve in such position or
positions and have such duties and responsibilities with Hartford, its
subsidiaries and affiliates, including without limitation, Hartford Life
Insurance Company, as the Board of Directors or the Chief Executive Officer of
Hartford shall from time to time specify.

2. TERM OF AGREEMENT. This Agreement will become effective on the
Distribution Date and will terminate on a date four years after the Distribution
Date unless terminated earlier in accordance with the terms of this Agreement.
Distribution Date means the date as of which ITT Corporation ("ITT") distributes
to its shareholders all the common stock of Hartford owned by ITT.

3. BASE SALARY, INCENTIVE BONUS AND BENEFITS.

(a) BASE SALARY. Your base salary under this Agreement shall
be $525,000 per year. Your base salary will be subject to review by
Hartford from time to time for consideration of possible increases
based on your performance and other relevant circumstances. Periodic
increases, once granted, will not be subject to revocation and your
base salary thereafter will be deemed to include such increases. Your
base salary will be payable in accordance with the customary payroll
practices of Hartford but, in no event, less frequently than monthly.

(b) OTHER COMPENSATION AND BENEFITS. Subject to review and
approval by Hartford, you will be eligible for consideration for
possible awards under

<PAGE> 2
Hartford's executive incentive bonus program or any other executive
incentive compensation plan. You will also continue to be entitled to
participate in the benefit programs of Hartford or its subsidiaries for
which you are now eligible or for which you may become eligible in
accordance with their provisions as they may be modified during the
term of this Agreement. Hartford shall pay or reimburse you for all
reasonable travel and other expenses incurred in connection with the
performance of your duties and responsibilities in accordance with such
procedures as Hartford may from time to time establish.

4. TERMINATION BY HARTFORD FOR CAUSE. Hartford shall have the
right to terminate your employment only for cause, which is limited to action by
you involving violation of any law, rule or regulation, willful malfeasance or
gross negligence, or your failure to act involving material nonfeasance that
could have a materially adverse effect on Hartford or your material breach of
the Corporate Code of Conduct or any successor thereto. If your employment is
terminated for cause, this Agreement will terminate and Hartford will have no
further obligations under this Agreement.

5. DISCONTINUANCE OF THE REQUIREMENT TO PROVIDE FULL-TIME
SERVICES. If Hartford notifies you that it no longer requires your full-time
services as President and Chief Operating Officer and you have complied with
the terms and conditions of this Agreement, you will receive the following:

(a) BASE SALARY. You will continue to be treated as an
employee and receive base salary, as determined under Paragraph 3
hereof, on a regular payroll cycle ("salary continuation") equivalent
in the aggregate to the amounts of base salary remaining unpaid until
the earlier of (i) the expiration date of this Agreement or (ii) in
accordance with 5(e) below. Notwithstanding the foregoing, upon your
acceptance of other full-time employment, the balance remaining of such
aggregate amount may, at Hartford's discretion, be paid to you in a
lump sum.

(b) OTHER COMPENSATION AND BENEFITS. As long as you are
receiving salary continuation, you will continue to be eligible for
ongoing participation in Hartford's employee medical, dental, and life
insurance benefits programs, the ITT Hartford Salaried Retirement Plan,
the ITT Hartford Excess Plan, if applicable, the ITT Hartford
Investment and Savings Plan and any other applicable retirement or
savings plan in which you participate. Your eligibility to exercise any
outstanding stock options will be determined solely in accordance with
the terms of the applicable stock option plan or plans. If, for any
reason at any time during the period that you are receiving salary
continuation, Hartford is unable to treat you as being or having been a
salaried employee of Hartford under any benefits program or plan
specifically enumerated in this subsection, including the

<PAGE> 3
Hartford's employee medical, dental and life insurance benefit programs, and the
ITT Hartford Salaried Retirement Plan, the ITT Hartford Excess Plan, if
applicable, and the ITT Hartford Investment and Savings Plan, (or any successors
to such plans) and, if, as a result thereof you receive no benefits or reduced
benefits under such plans, Hartford shall provide such benefits (i) by direct
payment to you of the amounts you would have received from such plans had you
continued to be eligible or (ii) at Hartford's option, by making available
equivalent benefit programs from other sources.

(c) ITEMS OF COMPENSATION AND BENEFITS FOR WHICH YOU WILL NOT BE
ELIGIBLE DURING SALARY CONTINUATION. During a period of salary continuation as
described in this Paragraph 5, you will not be entitled to any compensation not
specified in this Agreement, and you will not be eligible to participate in any
(i) bonus program, (ii) Hartford's long-term or short-term disability plans,
(iii) insurance plan primarily covering business travel, (iv) special programs
providing incentives for employees who voluntarily terminate their employment,
(v) Accidental Death and Dismemberment coverage, (vi) tax or financial advisory
services, (vii) new awards under any stock option or stock related plans for
executives, (viii) new or revised executive compensation programs that may be
introduced by Hartford after Hartford has advised you that it no longer requires
your full-time services and (ix) any other benefit or perquisite not
specifically enumerated in this Agreement.

NOTE: The receipt of salary continuation in a lump sum may prevent the vesting
of any outstanding stock options and the further accrual of Credited Service
under any applicable retirement plans.

(d) AVAILABILITY IF HARTFORD NO LONGER REQUIRES YOUR FULL-TIME
SERVICES. If Hartford has advised you that it no longer requires your full-time
services pursuant to this Paragraph 5 but you are continuing to receive salary
continuation, you must continue to be available to render to Hartford reasonable
assistance, consistent with the level of your prior position with Hartford, at
times and locations that are mutually acceptable without additional
compensation. In requesting such services, Hartford shall take into account any
other commitments which you may have.

(e) DISQUALIFYING CONDUCT. If during the period you are receiving
Salary Continuation, you (i) engage in any activity which is inimical to the
best interests of Hartford; (ii) disparage Hartford; (iii) fail to comply with
any Hartford Covenant Against Disclosure and Assignment of Rights to
Intellectual Property Agreement; (iv) without Hartford's prior consent, induce
any employees of Hartford

<PAGE> 4
to leave employment; or (v) fail to comply with applicable provisions
of Hartford's Code of Conduct or applicable Hartford Corporate
Policies, then Hartford will have no further obligation to provide
salary continuation. If during the period you are receiving salary
continuation, you, without Hartford's prior consent, engage in, become
affiliated with, or become employed by any business competitive with
Hartford, you will be entitled to no more than a total of two (2) years
salary continuation from the time you were notified your services were
no longer needed, unless you have already received more than two years
of salary continuation payments in which case no further salary
continuation payments will be made. Also, for a one-year period after
salary continuation is no longer provided under this Agreement you will
not, without Hartford's prior consent, induce any employees of Hartford
to leave employment.

(f) TERMINATION ALLOWANCE UNDER A SEVERANCE PLAN OR POLICY. If
you are eligible for and would otherwise ordinarily receive a
termination allowance under a Hartford severance plan or termination
allowance policy exceeding the amount of base salary remaining under
the Agreement at the time of notice by Hartford of its intent to
terminate your full-time employment, Hartford will pay you a
termination allowance in an amount equivalent to what you would have
received under Hartford's severance plan or termination allowance
policy, in lieu of the amount of salary continuation under this
Agreement. In no case will both termination allowance and amounts under
this Agreement (whether lump sum or salary continuation) be paid.

6. RESIGNATION AS BREACH. You acknowledge that any resignation
prior to the end of the term of this Agreement is a breach of contract.

7. TAX WITHHOLDING. Hartford shall have the right to withhold
from amounts payable to you as described herein the appropriate amounts of
federal, state and local taxes required by law.

8. ASSIGNMENT. This Agreement is not assignable by you and is not
assignable by Hartford except to any of its majority-owned subsidiaries of
Hartford, and any such subsidiary may assume Hartford's obligations to make
payments of compensation hereunder, and it shall not be a breach of this
Agreement for such subsidiary to perform such obligations or any of the duties
of Hartford hereunder. Provided, notwithstanding such assignment, Hartford shall
remain liable for the performance of all obligations hereunder. This Agreement
shall be binding on all successors and assignees of Hartford.

9. OTHER AGREEMENTS. Any prior agreement relating to
confidentiality, the Assignment of Inventions and Covenant Against Disclosure,
and any other written

<PAGE> 5
agreements not in conflict herewith shall remain in full force and effect.

10. NOTICES. Notices to Hartford under this Agreement shall be in
writing and delivered to the Chief Executive Officer or the Senior Vice
President, Human Resources, 690 Asylum Avenue, Hartford, CT 06115 and notices to
you shall be in writing and delivered in person or by mail to your office or to
your home address on file with Hartford.

11. SEVERABILITY. If, for any reason, any one or more of the
provisions or part of a provision contained in this Agreement shall be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision or part of a provision
of this Agreement not held so invalid, illegal or unenforceable, and each other
provision or part of a provision shall to the full extent consistent with law
remain in full force and effect.

12. HEADINGS OF NO EFFECT. The paragraph headings contained in this
Agreement are included solely for convenience of reference and shall not in any
way affect the meaning or interpretation of any of the provisions of this
Agreement.

13. AMENDMENT. This Agreement cannot be amended, modified or
supplemented except by a subsequent written agreement between you and Hartford.

14. ENTIRE AGREEMENT AND CHOICE OF LAW. This Agreement contains the
entire agreement between you and Hartford with respect to employment and
services by you and supersedes any and all prior understandings, agreements or
correspondence between you and Hartford with respect to employment and services.
This Agreement will be governed by and construed in accordance with the laws of
the State of Connecticut.

15. ARBITRATION. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association under its Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.

Please execute and return to me the enclosed copy of this Agreement to
signify your agreement.

Agreed to and accepted: Yours very truly,

ITT Hartford Group, Inc.

/s/ LOWNDES A. SMITH By /s/ DONALD R. FRAHM
- ----------------------------------- ---------------------------------
Lowndes A. Smith

<PAGE> 1
Exhibit 10.11

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.

[IPO DATE] , 1997
- -----------------------------------

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"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.

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<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.

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<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

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<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.

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<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

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<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

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<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.

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<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

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<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
ITT Hartford Group, Inc. or a subsidiary of either of the foregoing or any
employee benefit plan sponsored by the Company or ITT Hartford 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 ITT Hartford 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 ITT Hartford
Group, Inc. or a subsidiary of either of the foregoing or any employee benefit
plan sponsored by the Company or ITT Hartford 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 ITT Hartford 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 ITT Hartford Group, Inc. at a time when ITT Hartford 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 ITT Hartford Group, Inc. in the Company shall not be
considered an Acceleration Event for purposes of this Plan.

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(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
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<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.

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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.

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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 ITT Hartford 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 ITT Hartford 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
ITT Hartford Group, Inc. award.

The Committee shall also be authorized to issue substitute grants of Hartford
Life, Inc. Restricted Stock to replace shares of ITT Hartford 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 ITT Hartford Group, Inc. restricted stock, including,
without limitation, the restriction period of such ITT Hartford Group, Inc.
shares.

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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 [IPO DATE] , 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 10.12

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 ITT Hartford 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.

[IPO DATE] , 1997
- ---------------------------------

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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.

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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.

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<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.

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<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.

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<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.

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<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.

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<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 10.13

1997 HARTFORD LIFE, INC.
EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I
PURPOSE AND APPROVAL

1.1 PURPOSE OF THE PLAN. The purpose of the 1997 Hartford Life, Inc. Employee
Stock Purchase Plan is to provide a method whereby Employees of the Company may
acquire a proprietary interest in the Company through the purchase of Class A
Shares of common stock of Hartford Life, Inc. The Plan is intended to qualify as
an "Employee Stock Purchase Plan" as defined in the Code. The provisions of the
Plan shall be construed so as to extend and limit participation in a manner
consistent with the requirements of the Code.

1.2 APPROVAL OF THE PLAN. The Plan was approved by Hartford Accident and
Indemnity Insurance Company, as sole shareholder of Hartford Life, Inc., on
______________, 1997. The Plan was adopted by the Board on _____________, 1997.

ARTICLE II
DEFINITIONS

2.1 "ACCOUNT" means the account maintained by the Company for a Participant
pursuant to Section 3.3.

2.2 "ACT" means the Securities Exchange Act of 1934, as amended.

2.3 "BOARD" means the Board of Directors of Hartford Life, Inc.

2.4 "CODE" means the Internal Revenue Code of 1986, as amended.

2.5 "COMMITTEE" means the Compensation and Personnel Committee of the Board, or
such other Committee as the Board may designate to administer the Plan pursuant
to Article VI.

2.6 "COMPANY" means Hartford Life, Inc. and Hartford Life and Accident Insurance
Company, and any other entity designated as a Participating Corporation pursuant
to Section 3.1.

July 1, 1997

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2.7 "COMPENSATION" means "Compensation" as defined in The Hartford Investment
and Savings Plan, excluding (i) amounts deferred under any nonqualified deferred
compensation plan, (ii) performance shares payable pursuant to the 1997 Hartford
Life, Inc. Incentive Stock Plan or the 1995 ITT Hartford Incentive Stock Plan,
(iii) bonuses, and (iv) any other payments designated by the Committee.

2.8 "EFFECTIVE DATE" means the effective date of the Plan identified in Section
7.8.

2.9 "ELIGIBLE EMPLOYEE" means an Employee described in Section 3.2.

2.10 "EMPLOYEE" means any person having an employment relationship principally
with the Company within the meaning of Code Section 423, subject to the
exclusion of such persons or classes of persons as the Committee may determine
to be consistent with The Hartford Investment and Savings Plan, Code Section 423
and other applicable law.

2.11 "EXERCISE PRICE" means the purchase price for Shares purchased pursuant to
the exercise of an Option identified in Section 4.1.

2.12 "FAIR MARKET VALUE" means, with respect to Shares on any particular date,
the closing market price of the Shares on the New York Stock Exchange on such
date or the nearest prior business day on which trading occurred on the New York
Stock Exchange.

2.13 "ITT HARTFORD INCOME PROTECTION PLAN" means the ITT Hartford Income
Protection Plan, as may be amended from time to time, certain standards of which
are to be applied to an Employee to the extent provided herein, regardless of
whether such Employee is covered under such Plan.

2.14 "THE HARTFORD INVESTMENT AND SAVINGS PLAN" means The Hartford Investment
and Savings Plan, as may be amended from time to time, certain standards of
which are to be applied to an Employee to the extent provided herein, regardless
of whether such Employee is covered under such Plan.

2.15 "OFFERING" means an offering to Participants of Options to purchase Shares
under Section 4.1.

2.16 "OFFERING COMMENCEMENT DATE" means the first business day of the calendar
quarter applicable to the Offering.

2.17 "OFFERING TERMINATION DATE" means the last business day of the calendar
quarter applicable to the Offering.

2.18 "OPTION" means an option to purchase Shares granted pursuant to the Plan.

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<PAGE> 3
2.19 "PARTICIPANT" means an Eligible Employee who has elected to participate in
the Plan pursuant to Section 3.3, and who has not become an ineligible Employee
or withdrawn from participation in the Plan pursuant to Article III.

2.20 "PARTICIPATING CORPORATION" means a corporation designated pursuant to
Section 3.1(B).

2.21 "PLAN" means the 1997 Hartford Life, Inc. Employee Stock Purchase Plan.

2.22 "PLAN ADMINISTRATOR" means the Director, Employee Benefits and Compensation
Services, of ITT Hartford Group, Inc. or such other individual as the Committee
may designate to administer the Plan pursuant to Article VI.

2.23 "SHARE" means one share of Class A common stock ($.01 par value) of
Hartford Life, Inc.

2.24 "TRANSFER AGENT" means the officially designated transfer agent of the
Company.

ARTICLE III
ELIGIBILITY AND PARTICIPATION

3.1 GRANTING OF OPTIONS TO EMPLOYEES

A. GRANTING OF OPTIONS TO COMPANY EMPLOYEES ONLY. To the extent permitted
by the Plan, Options to purchase Shares hereunder shall only be granted to
Employees of the Company.

B. DESIGNATION OF ADDITIONAL PARTICIPATING CORPORATIONS. Designations of
additional corporations whose Employees may be granted Options to purchase
Shares to the extent permitted hereunder may be made from time to time by
the Committee from among the group of corporations which includes (i) the
Company's parent and subsidiary corporations as of the Effective Date of
the Plan, and (ii) corporations that become parent or subsidiary
corporations of the Company after the Effective Date of the Plan.

C. EMPLOYEE RIGHTS AND PRIVILEGES. All Employees granted Options under the
Plan shall have the same rights and privileges, except that the Committee
may from time to time provide for differences in the rights and privileges
of Employees granted Options hereunder, so long as such differences do not
jeopardize the qualification of the Plan under Code Section 423 or violate
other applicable law.

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3.2 ELIGIBILITY OF EMPLOYEES. Employees who qualify as Eligible Employees
pursuant to this Section shall be eligible to elect to participate in the Plan
in accordance with Section 3.3.

A. ELIGIBLE EMPLOYEE DEFINED. Except as otherwise required by Code Section
423 or other applicable law, an Employee shall be considered an Eligible
Employee for purposes of participation in the Plan on the first date such
Employee would be considered a "Member" for purposes of The Hartford
Investment and Savings Plan.

B. REHIRED EMPLOYEES. If an Eligible Employee who has ceased to be an
Employee becomes an Employee again on a date thereafter, such Employee
automatically shall become an Eligible Employee effective as of the
Offering Commencement Date following such date.

C. EMPLOYEES DEEMED INELIGIBLE FOR PARTICIPATION

(i) RECEIPT OF HARDSHIP WITHDRAWAL. If an Employee receives a
hardship withdrawal under The Hartford Investment and Savings Plan,
and such Employee ceases certain savings for a period of not less
than 12 months pursuant to such plan, such Employee shall be deemed
an ineligible Employee for such 12 month period. Such Employee shall
no longer be deemed an ineligible Employee as of the Offering
Commencement Date following the end of such period.

(ii) DISPOSITION OF SHARES. If a Participant disposes of Shares
purchased under the Plan within the 12 month period following the
Offering Termination Date applicable to such Shares, such
Participant shall be deemed an ineligible Employee during the
Offering period beginning on the Offering Commencement Date
following the calendar quarter of such disposition, or such single
succeeding Offering period as may be designated by the Plan
Administrator. Such Participant shall no longer be deemed an
ineligible Employee as of the Offering Commencement Date following
the period of ineligibility. The provisions of this subsection (ii)
shall not apply to Shares acquired upon the reinvestment of
dividends as set forth in Section 4.2(F).

(iii) RECEIPT OF LONG TERM DISABILITY BENEFITS. An Employee shall be
deemed an ineligible Employee during the period such Employee
receives Long Term Disability benefits under the ITT Hartford Income
Protection Plan. Such an Employee who is also a Participant shall be
deemed to have filed a withdrawal form in accordance with Section
3.4(A) on the date such Employee first begins receiving such
benefits, and such deemed filing shall have the same consequences as
would the actual filing of a withdrawal form pursuant to Section
3.4(A). As of the Offering Commencement Date following the end of
the period during which Long Term Disability benefits are received,
such Employee shall no longer be deemed an ineligible Employee
pursuant to this Section.

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<PAGE> 5
(iv) 5% OWNERS. No Option shall be granted hereunder to any Employee
who, immediately after the Option is granted, would own, within the
meaning of Code Section 424(d), Shares possessing 5% or more of the
total combined voting power or value of all classes of stock of
Hartford Life, Inc. For purposes of this Section, Shares that an
Employee would be entitled to purchase on the Offering Termination
Date applicable to an Option that has been granted pursuant to
Section 4.1 shall be treated as owned by the Employee.

(v) EMPLOYEES WITH EXERCISE RIGHTS IN EXCESS OF $25,000 PER YEAR. No
Option shall be granted hereunder to any Employee if, within the
calendar year in which such Option first becomes exercisable, such
Option (together with any other options that first become
exercisable in such year that have been granted to the Employee
under the Plan or any other qualified employee stock purchase plan
maintained by the Company) would provide the Employee with the right
in such year to purchase Shares having a Fair Market Value
(determined on the Offering Commencement Date applicable to each
such Option) in excess of $25,000.

(vi) OTHER EMPLOYEES. The Committee may from time to time deem
ineligible for participation hereunder any class or group of
Employees, so long as the exclusion of such class or group from
participation does not jeopardize the qualification of the Plan
under Code Section 423 or violate other applicable law.

3.3 ELECTION TO PARTICIPATE

A. PAYROLL DEDUCTION AUTHORIZATION FORM. An Eligible Employee may elect to
participate in the Plan by filing a properly completed authorization form,
or such other authorization as the Plan Administrator shall require, with
the party and by the date designated by the Plan Administrator. Such form
shall authorize automatic payroll deductions from a Participant's
Compensation for each pay period commencing on the Offering Commencement
Date next succeeding receipt of the timely filed authorization form by the
designated party (or such other date as may be designated by the Plan
Administrator), and continuing until (i) the Participant changes the
amount of such payroll deductions pursuant to Section 3.3(C), (ii) the
Participant becomes an ineligible Employee or withdraws from participation
in the Plan pursuant to Article III, (iii) the Plan is suspended or
terminated pursuant to Section 7.11, or (iv) the Committee otherwise
determines.

B. AMOUNT OF PAYROLL DEDUCTIONS. The payroll deductions authorized by the
Participant shall be in whole percentages, not less than 1% and not more
than 10% of Compensation, for each pay period, in effect on the date the
payroll deductions to which the authorization form relates are made.

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<PAGE> 6
C. CHANGES IN PAYROLL DEDUCTIONS. Subject to Section 3.3(B), a Participant
may increase or decrease the amount of payroll deductions previously
authorized by filing a properly completed change form, or such other
authorization as the Plan Administrator shall require, with the party and
by the date designated by the Plan Administrator. Such change shall be
made in whole percentages of Compensation, and shall be effective
beginning on the Offering Commencement Date next succeeding the receipt of
the timely filed change form by the designated party (or such other date
as may be designated by the Plan Administrator).

D. PARTICIPANT'S ACCOUNT. The Company shall cause to be maintained payroll
deduction Accounts for all Participants. Payroll deductions made from a
Participant's Compensation shall be credited to the Participant's Account,
and shall be applied for the purchase of Shares pursuant to Article IV. No
interest shall be paid or allowed on any payroll deductions credited to a
Participant's Account.

3.4 WITHDRAWAL FROM PARTICIPATION

A. IN GENERAL. A Participant may at any time withdraw from participation
in the Plan by filing a properly completed withdrawal form, or such other
authorization as the Plan Administrator shall require, with the party and
by the date designated by the Plan Administrator. As soon as practicable
after receipt of the timely filed withdrawal form by the designated party,
(i) all payroll deductions then credited to the Participant's Account
which have not already been applied for the purchase of Shares hereunder
shall be paid to the Participant, and (ii) no further payroll deductions
shall be made from the Participant's Compensation and no Options shall be
granted to the Participant during any Offering commencing thereafter,
unless the Participant elects again to participate in the Plan pursuant to
Section 3.3. Partial withdrawals from participation shall not be
permitted.

B. TERMINATION OF EMPLOYMENT. If a Participant ceases to be an Employee
for any reason on or before the last working day preceding the 15th day
prior to any Offering Termination Date, the Participant shall be deemed to
have filed a withdrawal form in accordance with Section 3.4(A) on the date
such Participant ceases to be an Employee. If the Participant ceases to be
an Employee after such last working day, the Participant shall be deemed
to have (i) exercised any outstanding Options in accordance with Article
IV, and (ii) immediately thereafter filed a withdrawal form in accordance
with Section 3.4(A). The deemed filing of a withdrawal form pursuant to
this Section shall have the same consequences as would the actual filing
of a withdrawal form pursuant to Section 3.4(A).

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<PAGE> 7
ARTICLE IV
GRANTING AND EXERCISE OF OPTIONS

4.1 GRANTING OF OPTIONS

A. QUARTERLY OFFERINGS. The Plan shall be implemented by Offerings to
Participants of Options to purchase Shares. Offerings shall be made each
calendar quarter. Each Offering shall commence on the Offering
Commencement Date and shall terminate on the Offering Termination Date.
The first Offering Commencement Date shall be the Effective Date of the
Plan as provided in Section 7.8. Offerings shall continue to be made under
the Plan until the later of (i) the date the maximum number of Shares
identified in Article V has been purchased pursuant to Options granted
hereunder, or (ii) the Plan is terminated or suspended pursuant to Section
7.11.

B. GRANTING OF OPTIONS. On the Offering Commencement Date for each
Offering period, a Participant automatically shall be granted a separate
Option to purchase for the applicable Exercise Price a maximum number of
Shares equal to the accumulated payroll deductions credited to the
Participant's Account as of the Offering Termination Date for such period,
divided by 85% of the lesser of (i) the Fair Market Value of the Shares on
the Offering Commencement Date, or (ii) the Fair Market Value of the
Shares on the Offering Termination Date.

C. EXERCISE PRICE. The Exercise Price for Options granted hereunder shall
be 85% of the lesser of (i) the Fair Market Value of the Shares on the
Offering Commencement Date, or (ii) the Fair Market Value of the Shares on
the Offering Termination Date.

4.2 EXERCISE OF OPTIONS

A. AUTOMATIC EXERCISE. Except as otherwise provided in the Plan or
determined by the Committee, an Option granted to a Participant hereunder
shall be deemed to have been exercised automatically on the Offering
Termination Date applicable to such Option. Such exercise shall be for the
purchase, on or as soon as practicable after the Offering Termination
Date, of the number of full and/or fractional Shares that the accumulated
payroll deductions credited to the Participant's Account as of the
Offering Termination Date will purchase at the applicable Exercise Price
(but not in excess of the number of Shares for which an Option has been
granted to the Participant pursuant to Section 4.1). The Participant's
Account shall be charged for the amount of the purchase, and the
Participant's ownership of the Shares purchased shall be appropriately
evidenced on the books of the Company.

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<PAGE> 8
B. RESTRICTIONS ON EXERCISE OF OPTIONS

(i) EXERCISE OF OPTIONS. As required by Code Section 423, any Option
granted hereunder shall in no event be exercisable after the
expiration of 27 months following the Offering Commencement Date
applicable thereto.

(ii) EXERCISE BY THE PARTICIPANT ONLY. During the Participant's
lifetime, any Option granted to the Participant shall be exercisable
only by such Participant.

(iii) OTHER RESTRICTIONS. Under no circumstances shall any Option be
exercised, nor shall any Shares be issued hereunder, until such time
as the Company shall have complied with all applicable requirements
of (a) the Act, (b) all applicable listing requirements of any
securities exchange on which the Shares are listed, and (c) all
other applicable requirements of law or regulation.

C. ISSUANCE OF CERTIFICATES. Certificates with respect to Shares purchased
hereunder shall be issued to the Participant upon request by the
Participant to the Transfer Agent. The Transfer Agent shall issue and
deliver such certificates as soon as practicable after receipt of such a
request. The Participant shall pay any fees charged by the Transfer Agent
for its services. The Company shall not be required to issue any
certificates for fractional Shares. If a Participant requests certificates
for Shares for the purpose of disposing of all of the Participant's
Shares, the Company shall pay to the Participant cash in lieu of any
fractional Shares, based on the Fair Market Value of such fractional
Shares as of the date of the issuance of such certificates.

D. REGISTRATION OF CERTIFICATES. Certificates shall be registered only in
the name of the Participant.

E. RIGHTS AS A SHAREHOLDER. The Participant shall have no rights or
privileges of a shareholder of Hartford Life, Inc. with respect to Options
granted or Shares purchased hereunder, unless and until such Shares shall
have been appropriately evidenced on the books of the Company.

F. AUTOMATIC DIVIDEND REINVESTMENT. If Hartford Life, Inc. pays a cash
dividend on Shares and a Participant is entitled to receive such dividend
on Shares that have been purchased under the Plan, such dividend shall not
be paid in cash, but shall be paid in the form of additional Shares
("Reinvested Shares"), upon such terms and conditions as the Plan
Administrator shall determine, subject to this subsection F. Reinvested
Shares may be purchased directly from Hartford Life, Inc., from its
treasury and/or authorized and unissued Shares, and/or purchased

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<PAGE> 9
on the open market. Reinvested Shares shall be purchased at 100% of market
value and not at the Option Exercise Price set forth in Section 4.1(C). A
Participant's Account shall be credited with the number of Shares, and
fractions thereof, equal to the amount of the dividend paid on a
Participant's Shares acquired under the Plan divided by the purchase price
of the Reinvested Shares.

4.3 PROHIBITION ON GRANTING OF OPTIONS, EXERCISE OF OPTIONS, AND PURCHASE OF
SHARES UPON DIVIDEND REINVESTMENT OR OTHERWISE. Notwithstanding anything in the
Plan to the contrary, and to the extent permitted by applicable law, no Options
shall be granted or exercised hereunder and no Shares shall be purchased
hereunder upon dividend reinvestment or otherwise, and the Company shall have no
obligation to grant Options or permit the exercise of Options or the purchase of
Shares hereunder upon dividend reinvestment or otherwise, if such grant or
exercise of Options or such purchase of Shares 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 V
STOCK

5.1 MAXIMUM SHARES. The maximum aggregate number of Shares which may be
purchased under the Plan shall be 2.7 million, subject to adjustment upon
certain corporate changes as provided in Section 5.2. If the total number of
Shares for which Options are exercised on any Offering Termination Date exceeds
such maximum number, the Committee shall make a pro rata allocation of the
Shares available for purchase in as nearly a uniform manner as shall be
practicable and as it shall determine to be equitable, and the balance of
payroll deductions credited to the Account of each Participant shall, to the
extent not applied for the purchase of Shares, be refunded to the Participants
as soon as practicable thereafter.

5.2 ADJUSTMENT UPON CORPORATE CHANGES. In the event of any stock dividend, stock
split, recapitalization (including, without limitation, the payment of an
extraordinary dividend), merger, consolidation, combination, spin-off,
distribution of assets to shareholders (other than ordinary cash dividends),
exchange of Shares, or other similar corporate change with respect to the
Company, the Committee (i) shall determine the kind of Shares that may be
purchased under the Plan after such event, and (ii) may, in its discretion,
adjust the aggregate number of Shares available for purchase under the Plan or
subject to outstanding Options and the respective Exercise Prices applicable to
outstanding Options. Any adjustment made by the Committee pursuant to the
preceding sentence shall be conclusive and binding on the Company and all
Employees. For purposes of this Section, any distribution of Shares to
shareholders in an amount aggregating 20% or more of the outstanding Shares
shall be deemed a stock split, and any distribution of Shares aggregating less
than 20% of the outstanding Shares shall be deemed a stock dividend.

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<PAGE> 10
5.3 PROHIBITION ON PURCHASE OF SHARES. The provisions of this Section and all
other provisions of the Plan shall be subject to the prohibition on the granting
and exercise of Options and the purchase of Shares set forth in Section 4.3.

ARTICLE VI
ADMINISTRATION

6.1 APPOINTMENT OF COMMITTEE. Except as otherwise delegated by the Committee
pursuant to this Article VI, (i) the Plan shall be administered by the
Committee, (ii) the Committee shall have full authority to administer and
interpret the Plan in any manner it deems appropriate in its sole discretion,
and (iii) the determinations of the Committee shall be binding on and conclusive
as to all parties.

6.2 DELEGATION OF CERTAIN AUTHORITY TO PLAN ADMINISTRATOR. Except as otherwise
provided in the Plan, required by applicable law, or determined by the
Committee, (i) the Plan Administrator shall be responsible for the performance
of such administrative duties under the Plan not otherwise reserved to the
Committee, (ii) the Plan Administrator shall have full authority to administer
and interpret the Plan in any manner it deems appropriate in its sole
discretion, and (iii) the determinations of the Plan Administrator shall be
binding on and conclusive as to all parties.

6.3 COMPLIANCE WITH APPLICABLE LAW. The Plan shall not be interpreted or
administered in any way that would cause the Plan to be in violation of Code
Section 423 or other applicable law.

6.4 EXPENSES. The Company shall pay all expenses related to the administration
of the Plan, except charges imposed by the Transfer Agent for issuing
certificates for Shares, sales charges and commissions applicable to Shares,
charges for back records and research performed at the request of the
Participant, and such other expenses as may be designated by the Committee. The
Participant shall pay all expenses related to administration of the Plan that
are not paid for by the Company.

ARTICLE VII
MISCELLANEOUS

7.1 NO EMPLOYMENT RIGHTS. The Plan shall not, directly or indirectly, create in
any Employee or class of Employees any right with respect to continuation of
employment with the Company. The Plan shall not interfere in any way with the
Company's right to terminate, or otherwise modify, an Employee's employment at
any time.

7.2 RIGHTS NOT TRANSFERABLE. Any rights of the Participant under the Plan shall
not be transferred other than (i) by will, (ii) by the laws of descent or
distribution, or (iii) pursuant to a

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qualified domestic relations order as defined in the Code.

7.3 WITHHOLDING. The Committee 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.

7.4 DELIVERY OF SHARES TO ESTATE UPON DEATH. In the event of the death of a
Participant, any Shares purchased by the Participant hereunder, other than
Shares as to which the Participant previously received certificates, shall be
issued and delivered to the estate of the Participant as soon as practical
thereafter.

7.5 EFFECT OF PLAN. The provisions of the Plan shall be binding upon, and inure
to the benefit of, all successors of each 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 such Participant.

7.6 USE OF FUNDS. All funds received or held by the Company pursuant to the Plan
may be used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate such funds from its general assets.

7.7 PLAN SHARE PURCHASES. Shares subject to purchase by Participants under the
Plan shall, in the discretion of the Committee, be made available from treasury
Shares, authorized but unissued Shares, reacquired Shares, and/or Shares
purchased on the open market.

7.8 EFFECTIVE DATE. The Plan shall be effective on the first business day of the
calendar quarter occurring on or after the later of (i) July 1, 1997, (ii) the
effective date of the Form S-8 Registration Statement covering Shares authorized
for purchase under the Plan, or (iii) such other date as may be designated by
the Committee.

7.9 AMENDMENTS TO THE PLAN. The Committee may from time to time make amendments
to the Plan that it deems advisable and consistent with the purposes of the Plan
and applicable law. Notwithstanding the foregoing, no amendment that would (i)
effect an increase in the number of Shares which may be purchased under the
Plan, which increase is of a type that would require shareholder approval under
Code Section 423, or (ii) effect a change in the designation of the corporations
whose Employees may be offered Options under the Plan, which change is of a type
that would require shareholder approval under Code Section 423, shall become
effective unless the shareholder approval required by Code Section 423 is
obtained.

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7.10 SUBSIDIARY PLANS REQUIRED TO SATISFY LOCAL LAW. The Committee may approve
or adopt discount Share purchase plans, or other similar or related plans
consistent with the purposes of the Plan, for Employees of subsidiaries of the
Company as required to meet the provisions of the tax or securities laws or
other applicable laws, rules or regulations in the jurisdictions in which any
subsidiary operates. Any Shares purchased under any such subsidiary plans shall
be deemed to have been purchased under the Plan. The Committee, in its sole
discretion and to the extent permitted by applicable law, may delegate its
authority under this Section to (i) any other appropriate committee of the
Company, or (ii) to the Chief Executive Officer of the Company or any other
appropriate officer of the Company.

7.11 TERMINATION OR SUSPENSION OF THE PLAN. The Committee shall have the power
at any time to terminate or suspend the Plan and all rights of Employees under
the Plan.

7.12 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.

7.13 MERGER CLAUSE. The terms of the Plan are wholly set forth in this document,
including certain standards of certain other plans which are to be applied to an
Employee for purposes of the Plan to the extent provided herein, regardless of
whether such Employee is covered under such plans. This Section shall in no way
limit the authority of the Committee and the Plan Administrator to administer
the Plan as provided herein.

<PAGE> 1
Exhibit 10.14

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 ITT Hartford
Group, Inc. or any subsidiary of either of the foregoing shall be eligible to
participate in the Plan.

__________________, 1997

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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.

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<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 ITT Hartford Group, Inc. or a
subsidiary of either of the foregoing, or any employee benefit plan sponsored
by the Company or ITT Hartford 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 ITT Hartford 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 ITT Hartford Group, Inc. or a subsidiary of either of the
foregoing, or any employee benefit plan sponsored by the Company or ITT
Hartford 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,

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<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 ITT Hartford 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 ITT Hartford Group, Inc. at a time when ITT Hartford 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 ITT Hartford 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.

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(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

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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.

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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 _____________, 1997, subject to approval
of the Plan by the sole stockholder of the Company, Hartford Accident and
Indemnity 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 10.15

(2)

TRADE NAME AND SERVICE MARK LICENSE AGREEMENT

TRADE NAME AND SERVICE MARK LICENSE AGREEMENT ("License Agreement")
effective as of November 1, 1995 between ITT CORPORATION, a Delaware
corporation, ("ITT Corporation"), and ITT HARTFORD GROUP, INC., a Delaware
corporation ("ITT Hartford"), (collectively the "Parties").

RECITALS

WHEREAS, in order to carry out the Distribution (as hereinafter
defined) approved by the Board of Directors and by the shareholders of ITT
Corporation whereby the holders of the shares of common stock of ITT Corporation
will receive all of the outstanding shares of common stock of ITT Destinations
(as hereinafter defined) and all the outstanding shares of common stock of ITT
Hartford (as hereinafter defined), it is necessary for these companies to enter
into agreements for the continued right and license to use the "ITT" company
name, trade name, trademark and service mark;

WHEREAS, ITT Corporation is the owner of the company and trade name
"ITT" and of the trademark and the service mark "ITT", and of all rights
worldwide in such name and marks and the goodwill associated therewith;

WHEREAS, ITT Corporation will assign effective November 2, 1995 this
License Agreement to ITT Destinations along with the right, title, and interest
in the "ITT" name and marks, and the registrations, registration applications
and goodwill associated therewith;

WHEREAS, ITT Destinations will assign effective immediately prior to
the Effective Time (as hereinafter defined) this License Agreement to ITT
Sheraton (as hereinafter defined) along with all right, title and interest in
the "ITT" name and marks, and the registrations, registration applications and
goodwill associated therewith;

WHEREAS, ITT Hartford and its Subsidiaries (each as hereinafter
defined) have expended and will in the future expend time and money in
advertising and promoting the ITT name and marks in connection with

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(2)

conducting the ITT Hartford Business (as hereinafter defined) for the mutual
benefit of the parties hereto;

WHEREAS, ITT Hartford and its Subsidiaries currently have the right to
use and desire to continue to have the right to use after the Distribution Date
"ITT" as part of their company names and trade names and as a trademark and
service mark in connection with conducting the ITT Hartford Business; and

WHEREAS, ITT Corporation is willing to formally grant a license to ITT
Hartford, with the right to grant certain sublicenses to ITT Hartford
Subsidiaries, to continue to use the ITT name and marks in connection with
conducting the ITT Hartford Business and otherwise as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, undertakings
and covenants herein, the Parties hereby agree as follows:

ARTICLE I. DEFINITIONS

Section 1.01 General. As used in this License Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

(a) "Distribution Agreement" shall mean the Distribution Agreement to
be entered into by ITT Corporation, ITT Destinations, and ITT Hartford relating
to the distribution of the shares of ITT Destinations and ITT Hartford to the
holders of ITT Corporation Common Stock.

(b) "Distribution" shall mean the distribution on the Distribution Date
to holders of record of shares of ITT Corporation Common Stock as of the
Distribution Record Date of (i) the ITT Destinations Common Shares owned by ITT
Corporation on the basis of one ITT Destinations Common Share for each
outstanding share of ITT Corporation Common Stock and (ii) the ITT Hartford
Common Shares owned by ITT Corporation on the basis of one ITT Hartford Common
Share for each outstanding share of ITT Corporation Common Stock.

(c) "Distribution Date" shall mean such date as may hereafter be
determined by ITT Corporation's Board of Directors as the date on which the
Distribution shall be effected.

2
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(2)

(d) "Distribution Record Date" shall mean such date as may hereafter be
determined by ITT Corporation's Board of Directors as the record date for the
Distribution.

(e) "Effective Time" shall mean 11:59 p.m., New York time, on the
Distribution Date.

(f) "ITT Corporation" shall mean ITT Corporation, a Delaware
corporation and its predecessor Maryland corporation up to the Effective Time
(to be merged thereafter into ITT Indiana, Inc., an Indiana corporation which
will be renamed "ITT Industries, Inc.").

(g) "ITT Destinations" shall mean ITT Destinations, Inc., a Nevada
corporation, to be renamed "ITT Corporation" immediately prior to the Effective
Time.

(h) "ITT Destinations Business" shall mean the principal businesses and
operations conducted by ITT Destinations and its Subsidiaries on the
Distribution Date, such businesses being the hospitality, entertainment,
information and educational services as specifically described in Exhibit A1
annexed hereto and, in addition, shall also mean the Closely Related Businesses
described in Exhibit A1, provided that ITT Destinations Business does not
include the ITT Industries Business or the ITT Hartford Business.

(i) "ITT Hartford" shall mean ITT Hartford Group, Inc., a Delaware
corporation.

(j) "ITT Hartford Business" shall mean the principal businesses and
operations conducted by ITT Hartford and its Subsidiaries on the Distribution
Date, such businesses being the insurance services in the fields of property,
casualty, life and reinsurance as specifically described in Exhibit A2 annexed
hereto and, in addition, shall also mean the Closely Related Businesses
described in Exhibit A2, provided that ITT Hartford Business does not include
the ITT Industries Business or the ITT Destinations Business.

(k) "ITT Hartford Expanded Business" shall mean any businesses not
included in the ITT Hartford Business, the ITT Industries Business, or the ITT

3
<PAGE> 4
(2)

Destinations Business except as specifically precluded by Sections 2.10 and
2.11.

(l) "ITT Industries" shall mean ITT Industries, Inc., an Indiana
corporation and the legal successor after the Distribution to ITT Corporation as
defined in Section 1.01(f).

(m) "ITT Industries Business" shall mean the principal businesses and
operations conducted by ITT Industries and its Subsidiaries on the Distribution
Date, such businesses being the design, manufacture, sale, and servicing of the
automotive products, defense products, electronic component products, fluid
handling products and management services for military and space satellite
launch facilities as specifically described in Exhibit A3 annexed hereto and, in
addition, shall also mean the Closely Related Businesses described in Exhibit
A3, provided that ITT Industries Business does not include the ITT Destinations
Business or the ITT Hartford Business.

(n) "ITT Logo" shall mean the worldwide rights to the stylized
trademark and service mark shown in Exhibit B annexed hereto together with all
registrations thereof and all applications thereof now or hereafter filed or
obtained, and the goodwill associated therewith.

(o) "ITT Marks" shall mean the worldwide rights to (i) the ITT Logo;
and (ii) all other trademarks and service marks consisting of the letters "ITT",
together with all registrations thereof and all applications thereof now or
hereafter filed or obtained, and the goodwill associated therewith.

(p) "ITT Name" shall mean the worldwide rights to that portion of any
company and trade name consisting of the letters "ITT" and the goodwill
associated therewith.

(q) "ITT Sheraton" shall mean ITT Sheraton Corporation, a Delaware
corporation.

(r) "Licensor" shall mean (i) effective as of November 1, 1995, ITT
Corporation, (ii) effective as of November 2, 1995, ITT Destinations, and (iii)
effective as of immediately prior to the Effective Time and thereafter, ITT
Sheraton.

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<PAGE> 5
(2)

(s) "Permitted Manner of Use" shall mean use of the ITT Name and ITT
Marks in accordance with all legal requirements and also with Licensor's policy
and style standards as currently existing and as may be reasonably amended from
time to time by Licensor.

(t) "Phaseout Period" shall be a period of one and one-half (1-1/2)
years from the termination of this License Agreement during which period all use
of the ITT Name and ITT Marks by ITT Hartford and/or the ITT Hartford
Sublicensees (as hereinafter defined), as the case may be, shall be phased out
in accordance with the provisions of this License Agreement.

(u) "Proxy Statement" shall mean the Proxy Statement sent to the
holders of shares of ITT Common Stock in connection with the Distribution,
including any amendment or supplement thereto.

(v) "Subsidiary", with respect to any Party, shall mean any
corporation, partnership, joint venture or other entity of which a Party or
Licensor, directly or indirectly owns an interest sufficient to elect a majority
of the Board of Directors (or persons performing similar functions)
(irrespective of whether at the time any other class or classes of ownership
interests of such corporation, partnership or other entity shall or might have
such voting power upon the occurrence of any contingency). Irrespective of this
definition and for purposes of this License Agreement, Madison Square Garden,
L.P. and ITT-Dow Jones Television, and their respective Subsidiaries will be
deemed Subsidiaries of ITT Destinations, and immediately prior to the Effective
Time and thereafter, ITT Destinations and its Subsidiaries will be deemed
Subsidiaries of ITT Sheraton.

(w) "ITT Hartford Sublicensee" shall mean:

(i) ITT Hartford and any Subsidiary of ITT Hartford in existence
as of, or acquired or formed after, the Distribution Date; or

(ii) any direct or indirect affiliate of ITT Hartford in which ITT
Hartford owns at least 40% of such affiliate if the remaining ownership is held
by a single third party or at least 25% of such affiliate if the remaining
ownership is held by more than one third party and in which ITT Hartford,
through its control, can exercise a veto over major decisions of such affiliate;

5
<PAGE> 6
(2)

provided that the business of any such Subsidiary or affiliate is solely within
the field of the ITT Hartford Business and/or the ITT Hartford Expanded Business
and that ITT Hartford (or by ITT Hartford Life International, Ltd. or ITT
Hartford International, Inc. as provided in Sections 2.01 and 2.02) grants a
formal sublicense to such Subsidiary or affiliate pursuant to Section 2.03
hereof.

(x) "Major Subsidiaries" shall mean the subsidiaries of ITT Hartford
set forth in Exhibit D annexed hereto.

(y) "Change in Control" shall mean any one of the following events:

(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 ITT Hartford or an ITT Hartford Subsidiary or any
employee benefit plan sponsored by ITT Hartford or an ITT Hartford Subsidiary is
the beneficial owner directly or indirectly of twenty percent (20%) or more of
the outstanding Common Stock of ITT Hartford;

(ii) any person (within the meaning of Section 13(d) of the Act)
other than ITT Hartford or an ITT Hartford Subsidiary or any employee benefit
plan sponsored by ITT Hartford or an ITT Hartford Subsidiary shall purchase
shares pursuant to a tender offer or exchange offer to acquire any Common Stock
of ITT Hartford (or securities convertible into such Common 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 fifteen percent (15%) or
more of the outstanding Stock of ITT Hartford (calculated as provided in
paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire
Common Stock);

(iii) the stockholders of ITT Hartford shall approve (a) any
consolidation or merger of ITT Hartford in which ITT Hartford is not the
continuing or surviving corporation or pursuant to which shares of Common Stock
of ITT Hartford would be converted into cash, securities or other property,
other than a merger of ITT Hartford in which holders of Common Stock of ITT
Hartford immediately prior to the merger have the same proportionate ownership
of common stock of the surviving corporation immediately after the

6
<PAGE> 7
(2)

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 ITT Hartford; or

(iv) there shall have been a change in a majority of the members of the
Board of Directors of ITT Hartford within a 12-month period unless the election
or nomination for election by ITT Hartford 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

ARTICLE II. LICENSES

Section 2.01 GRANT OF LICENSES TO USE THE ITT MARKS. Licensor hereby
grants to ITT Hartford, during the term of this License Agreement, a personal,
non-assignable (except as otherwise provided in this License Agreement),
non-transferable worldwide license to use, with the right to grant sublicenses
solely to ITT Hartford Sublicensees as provided for in Section 2.03 hereof to
use, the ITT Marks in accordance with the applicable Permitted Manner of Use (i)
on an exclusive basis for the ITT Hartford Business and (ii) on a non-exclusive
basis for the ITT Hartford Expanded Business. ITT Hartford shall have the right
to grant to ITT Hartford International, Inc. and ITT Hartford Life International
Ltd. the right to sublicense the ITT Marks, in accordance with the terms and
conditions of this Agreement, to non-U.S. Subsidiaries of ITT Hartford. ITT
Hartford agrees that it shall assume full responsibility, in accordance with the
terms and conditions of this Agreement, with respect to any such sublicenses
granted by ITT Hartford International, Inc. and ITT Hartford Life International
Ltd. in the event that ITT Hartford International, Inc. and/or ITT Hartford Life
International Ltd. as sublicensors or any of their Sublicensees fail to comply
with any obligations or responsibilities pursuant to this Agreement.

Section 2.02 GRANT OF LICENSES TO USE THE ITT NAME. Licensor hereby
grants to ITT Hartford, during the term of this License Agreement, a personal,
non-assignable (except as otherwise provided in this Agreement), non-
transferrable worldwide license to use, with the right to grant sublicenses
solely to ITT Hartford Sublicensees as provided for in Section 2.03 hereof to

7
<PAGE> 8
(2)

use, the ITT Name in their company names and in their trade or popular names in
accordance with the Permitted Manner of Use (i) on an exclusive basis for the
ITT Hartford Business, and (ii) on a non-exclusive basis for the ITT Hartford
Expanded Business. ITT Hartford shall have the right to grant to ITT Hartford
International, Inc. and ITT Hartford Life International Ltd. the right to
sublicense the ITT Name, in accordance with the terms and conditions of this
Agreement, to non-U.S. Subsidiaries of ITT Hartford. ITT Hartford agrees that it
shall assume full responsibility, in accordance with the terms and conditions of
this Agreement, with respect to any such sublicenses granted by ITT Hartford
International, Inc. and ITT Hartford Life International Ltd. in the event that
ITT Hartford International, Inc. and/or ITT Hartford Life International Ltd. as
sublicensors or any of their Sublicensees fail to comply with any obligations or
responsibilities pursuant to this Agreement. Licensor during the term of this
Agreement will not use, nor grant a license to any third party to use, those
company names in the exact form listed in Exhibit C annexed hereto, subject to
all other provisions of this License Agreement. The form of using the ITT Name
in the company and trade names as set forth in Exhibit C annexed hereto is
hereby approved for purposes of granting the aforementioned sublicenses. The
form of using the ITT Name in the company and trade names of an ITT Hartford
Sublicensee which is acquired or formed after the Distribution Date shall be
subject to Licensor's approval, which approval shall not be unreasonably
withheld. The principal basis for withholding such approval would be if the
proposed company and/or trade name used in conjunction with the ITT Name would
(i) be objectionable from a legal standpoint, or (ii) likely to create
confusion, for example, if the proposed name is descriptive of a field of
business of the ITT Destinations Business or the ITT Industries Business or too
close to a name used by a business of ITT Industries or ITT Destinations. Any
such approved name shall thereafter be deemed to be included in Exhibit C
annexed hereto. ITT Hartford and its Subsidiaries shall not have the right to
use "ITT Corporation" or any company or trade name substantially identical
thereto.

Section 2.03 SUBLICENSES. Each sublicense granted by ITT Hartford to an
ITT Hartford Sublicensee shall: (i) be in writing; (ii) specifically require the
ITT Hartford Sublicensee to agree to comply with and observe the terms and
conditions of this License Agreement; and (iii) require the Sublicensee to
acknowledge its obligations to Licensor by executing an agreement in the form

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<PAGE> 9
(2)

annexed hereto as Exhibit E, which shall then be forwarded to Licensor or its
designee by ITT Hartford.

Section 2.04 PROHIBITED USES OF ITT NAME AND ITT MARKS. Neither ITT
Hartford, nor any of the ITT Hartford Sublicensees shall use the ITT Name or ITT
Marks for any product or service, or with or for any entity, in the ITT
Destinations Business or the ITT Industries Business.

Section 2.05 EXPANSION OF LICENSES. All requests for an expansion of
license rights granted under Sections 2.01, 2.02 and 2.05 shall be made by ITT
Hartford in writing to Licensor. Licensor may grant or deny such requests in its
sole discretion. For purposes of this Section 2.05, expansion of license rights
shall mean a right to use the ITT Name and/or the ITT Marks: (i) within the
scope of the ITT Hartford Business and/or ITT Hartford Expanded Business by an
ITT Hartford Sublicensee after it ceases to be a Subsidiary of ITT Hartford; or
(ii) outside or within the scope of the ITT Hartford Business or ITT Hartford
Expanded Business by ITT Hartford or the ITT Hartford Sublicensees if a Change
of Control of ITT Hartford occurs. For the purpose of this License Agreement,
any expansion of rights granted pursuant to this Section 2.05 shall thereafter
be deemed to be within the ITT Hartford Expanded Business and subject to any
reasonable limitations imposed by Licensor. Notwithstanding Section 2.05(i), ITT
Hartford may extend the rights previously granted to an ITT Hartford Sublicensee
under Sections 2.01 or 2.02 for a period of at least one and one-half (1 1/2)
years ("Extension Period") after such ITT Hartford Sublicensee ceases to be a
Subsidiary of ITT Hartford, provided that such former ITT Hartford Subsidiary
will not be an ITT Hartford Sublicensee for purposes of Article VIII of this
License Agreement, but shall agree to remain an ITT Hartford Sublicensee
pursuant to Section 2.03 hereof for all other purposes, including Section 3.01
hereof, and further provided that any Agreement Disputes (as defined in Section
8.01(a) hereof) may be resolved in any manner deemed appropriate in the sole
discretion of Licensor.

Section 2.06 REDUCTION OF LICENSES. In the event ITT Hartford and/or
ITT Hartford Sublicensees shall abandon their use of the ITT Name or one or more
of the ITT Marks for all or a portion of the ITT Hartford Business, then the
scope of the exclusive rights granted in Sections 2.01, 2.02 and 2.05 with
respect to such abandoned ITT Name or ITT Marks shall be reduced by an

9
<PAGE> 10
(2)

amount equal to the scope of the ITT Hartford Business so abandoned. For purpose
of this Section 2.06, abandonment shall mean the failure of ITT Hartford and its
sublicensed Major Subsidiaries to use the ITT Name or one or more of the ITT
Marks for a period of two (2) years, any such period to commence only after the
Distribution Date, except that should ITT Hartford or a new ITT Hartford
Sublicensee revive use in the activity previously abandoned, then the reduced
exclusive rights shall be expanded commensurate with the scope of the revived
use, subject to any intervening licenses or rights granted by or entered into or
then being negotiated by Licensor.

Section 2.07 QUALITY STANDARDS. In view of the status of the Parties
immediately prior to the Distribution Date as one company, each Party's intimate
knowledge with standards and procedures for assuring consistent quality,
Licensor's knowledge of the standards and procedures used in the ITT Hartford
Business, the integrity of ITT Hartford Business and its history of trouble-free
goods and services, Licensor adopts ITT Hartford Business quality standards and
ITT Hartford and the ITT Hartford Sublicensees agree to maintain such standards
and procedures to assure the consistent quality of its goods and services. ITT
Hartford and the ITT Hartford Sublicensees shall not materially lower such
quality standards without the prior written approval of Licensor.

Section 2.08 INSPECTIONS AND SAMPLES. Should Licensor have reason to
believe based on information available to it that the quality standards referred
to in Section 2.07 have not been maintained then, at the request of Licensor,
ITT Hartford and the ITT Hartford Sublicensees shall permit a knowledgeable
independent expert or consultant specifically retained by Licensor to have
reasonable access to their premises and personnel during normal working hours
and shall furnish or permit inspection of, at Licensor's request and without
charge to Licensor or to such expert or consultant, product samples, cartons,
containers, packaging, wrapping and service materials bearing or used in
connection with the ITT Name and/or the ITT Marks for the purpose of ensuring
that ITT Hartford and the ITT Hartford Sublicensees are complying with such
quality standards. Any information obtained during such inspection and provided
to Licensor shall be limited to that which is necessary to ensure compliance
with such quality standards.

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<PAGE> 11
(2)

Section 2.09 ADVERTISING, PACKAGING AND LABELS. ITT Hartford and the
ITT Hartford Sublicensees shall furnish, at Licensor's request and without
charge, to Licensor or to its authorized designee(s) samples of promotional and
advertising material or the like to be used in connection with any products or
services offered by ITT Hartford and the ITT Hartford Sublicensees and bearing
or used in connection with the ITT Marks.

Section 2.10 THIRD PARTY RIGHTS. ITT Hartford and the ITT Hartford
Sublicensees acknowledge that the rights granted by Licensor under Sections
2.01, 2.02, and 2.05 are subject to all pre-existing third party rights,
obligations and restrictions as of the Distribution Date.

Section 2.11 INTERVENING THIRD PARTY RIGHTS. Notwithstanding
Section 2.01 (ii), Licensor shall be free to grant exclusive rights hereafter
to a third party to use the ITT Name and ITT Marks for use with a business
within the ITT Hartford Expanded Business, provided that ITT Hartford has not
given notice to Licensor prior thereto that it has commenced operations in the
identical business. In the event that ITT Hartford gives notice to Licensor
that it or an ITT Hartford Sublicensee is operating in a specific business
within the ITT Hartford Expanded Business, Licensor shall not thereafter grant
any rights to a third party to use the ITT Name or ITT Marks in the identical
specific business.

Section 2.12 RIGHTS TO ENTER BUSINESSES. Nothing in this License
Agreement shall preclude ITT Industries, ITT Destinations, ITT Hartford nor any
of their respective subsidiaries or affiliates from operating in any business
provided neither the ITT Name nor the ITT Marks are used in such business.

ARTICLE III. UNDERTAKINGS

Section 3.01 INDEMNIFICATION BY ITT HARTFORD. ITT Hartford and the ITT
Hartford Sublicensees hereby agree to indemnify and defend Licensor and its
Subsidiaries and their respective employees, officers, directors, and agents and
shall hold each of them harmless from any and all claims, demands, suits,
actions, damages, and judgments brought or obtained by a third party ("Claims"),
of whatever type or kind (excluding only such claims or legal action as may
arise under Sections 3.02 and 4.02 respectively) arising out of:

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(2)

(a) any use of the ITT Name or the ITT Marks by ITT Hartford or the ITT
Hartford Sublicensees, including, without limitation, product liability or
personal injury Claims; or

(b) any breach by ITT Hartford or the ITT Hartford Sublicensees of any
of the terms and conditions of this License Agreement;

provided Licensor shall cooperate with, and assist, ITT Hartford with respect to
any such Claim by (i) promptly notifying ITT Hartford of any such Claim, (ii)
agreeing to be defended by counsel of ITT Hartford's choice and to any
reasonable settlement proposed by ITT Hartford, (iii) promptly providing to ITT
Hartford any reasonably requested documents in its possession, custody, or
control, and (iv) making its personnel familiar with the facts available to ITT
Hartford, except that ITT Hartford shall reimburse Licensor for any
out-of-pocket travel, lodging, and subsistence expenses necessarily and
reasonably incurred by Licensor in effecting such cooperation.

Section 3.02 INDEMNIFICATION BY LICENSOR. Licensor and its Subsidiaries
hereby agree to indemnify and defend ITT Hartford and the ITT Hartford
Sublicensees and their respective employees, officers, directors, and agents and
shall hold each of them harmless from any and all claims, demands, suits,
actions, damages, and judgments brought or obtained by a third party ("Claims"),
of whatever type or kind (excluding only such claims or legal action as may
arise under Section 3.01 ) arising out of:

(a) any use of the ITT Name or the ITT Marks by Licensor or its
Subsidiaries (excluding ITT Hartford, ITT Industries and their Subsidiaries)
including, without limitation, product liability or personal injury Claims; or

(b) any breach by Licensor or its Subsidiaries of any of the terms and
conditions of this License Agreement;

provided ITT Hartford shall cooperate with, and assist, Licensor with respect to
any such Claim by (i) promptly notifying Licensor of any such Claim, (ii)
agreeing to be defended by counsel of Licensor's choice and to any reasonable
settlement proposed by Licensor, (iii) promptly providing to Licensor any
reasonably requested documents in its possession, custody, or control, and (iv)

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<PAGE> 13
(2)

making its personnel familiar with the facts available to Licensor, except that
Licensor shall reimburse ITT Hartford for any out-of-pocket travel, lodging, and
subsistence expenses necessarily and reasonably incurred by ITT Hartford in
effecting such cooperation and assistance.

Section 3.03 DEFENSE OF INFRINGEMENT CLAIMS. Licensor further agrees to
defend ITT Hartford and/or any ITT Hartford Sublicensee to the extent that any
and all demands, suits, or actions ("Claims") solely arise out of an assertion
or claim that the use of the ITT Name or ITT Marks by ITT Hartford or the ITT
Hartford Sublicensees pursuant to the terms of this License Agreement infringes
the trade names or trademarks of a third party, provided, ITT Hartford shall
cooperate with, and assist, Licensor with respect to any such Claim by (i)
promptly notifying Licensor of any such Claim, (ii) agreeing to be defended by
counsel of Licensor's choice and to any reasonable settlement proposed by
Licensor, except that if a third party should institute a legal action against
ITT Hartford and/or an ITT Hartford Sublicensee involving their alleged
infringement of a third party mark based on their use of an ITT Mark in the ITT
Hartford Business then choice of counsel and the control of the legal action
shall be mutual between ITT Hartford and Licensor, (iii) promptly providing to
Licensor any reasonably requested documents in its possession, custody, or
control, and (iv) making its personnel familiar with the facts available to
Licensor. The costs associated with any such defense shall be borne equally by
Licensor and ITT Hartford.

Section 3.04 PHASE-OUT. Licensor agrees not to grant a license during
the Phaseout Period to any third party after any termination of this License
Agreement to use the ITT Name or the ITT Marks in the field of activity of the
ITT Hartford Business, except in the case of an abandonment as specified in the
last sentence of Section 2.06 herein.

Section 3.05 ABSENCE OF ITT HARTFORD INTEREST IN ITT MARKS. ITT
Hartford and the ITT Hartford Sublicensees agree that nothing herein shall give
ITT Hartford or the ITT Hartford Sublicensees any right, title or interest in
the ITT Name or the ITT Marks apart from the rights to use, and to sublicense
the use, granted or to be granted hereunder, and to retain any remuneration
resulting therefrom, all such right, title and interest, including but not
limited to rights of registration, maintenance and enforcement, being solely
with Licensor.

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(2)

The ITT Name and the ITT Marks are the sole property of Licensor, and any and
all uses by ITT Hartford of the ITT Name or of the ITT Marks shall inure to the
benefit of Licensor. In no event shall such use be deemed or construed to have
created or vested any right, title or interest whatever in and to ITT Hartford.
To the extent that any jurisdiction shall find for any reason as a matter of law
or otherwise that such use has vested in ITT Hartford or its Subsidiaries any
right, title or interest in or to the ITT Name or the ITT Marks, ITT Hartford
and its Subsidiaries, upon the request of Licensor, shall execute and deliver to
Licensor, without charge, appropriate assignments to vest such rights, title and
interest in Licensor.

Section 3.06 ITT NAME AND ITT MARKS NOT CONTESTED. ITT Hartford and its
Subsidiaries agree not to raise or cause to be raised any questions concerning
or objections to the validity of the ITT Name or the ITT Marks in any
jurisdiction, or to any registrations thereof or applications therefor, or to
the sole proprietary rights of Licensor thereto, on any grounds whatsoever.

Section 3.07 FILING, REGISTRATION OR USE OF NAMES, TRADEMARKS AND
SERVICE MARKS. ITT Hartford and its Subsidiaries agree not to:

(a) file, apply to register or register the ITT Name or the ITT Marks,
alone or in combination with any other word or device or symbol or any name,
mark, term, script or device colorably similar thereto, except if, as, when, and
to the extent as may be expressly consented to in writing in advance by Licensor
in specific instances;

(b) use the ITT Name or the ITT Marks in conjunction or in combination
with any other name, mark, term, script or device whatever, except as
specifically set forth in Article II, or if, as and to the extent approved in
writing in advance by Licensor; and

(c) use the ITT Name or the ITT Marks in any jurisdiction, or any name,
mark, term, script or device colorably similar thereto, except as specifically
permitted under this License Agreement.

14
<PAGE> 15
(2)

At the request of ITT Hartford, Licensor shall file registration
applications and maintain any such applications and registrations issued thereon
for the ITT Name and ITT Marks for activities within the ITT Hartford Business
or the ITT Hartford Expanded Business. Any expenses incurred by Licensor in
connection with registering or maintaining registrations of the ITT Name or the
ITT Marks for the ITT Hartford Business or for or on behalf of ITT Hartford
and/or the ITT Hartford Sublicensees for the ITT Hartford Expanded Business, and
expenses incurred in connection with proving or establishing use for the purpose
of trade name or trademark registration or maintenance of the ITT Name or ITT
Marks for the ITT Hartford Business or the ITT Hartford Expanded Business, shall
be reimbursed by ITT Hartford.

Section 3.08 INJUNCTIVE RELIEF UPON TERMINATION. ITT Hartford and its
Subsidiaries agree that should ITT Hartford and/or its Subsidiaries upon any
termination in whole or in part of this License Agreement, fail to cease use of
the ITT Name and the ITT Marks, as appropriate, in accordance with the
provisions of Article VI hereof, such failure will result in immediate and
irreparable injury to Licensor and, in addition to any provable damages and the
right to the costs and expenses of any litigation, Licensor shall be entitled to
equitable relief by way of temporary and permanent restraining orders and
injunctions and such other further relief as any court with jurisdiction may
deem just and proper without the necessity of posting a bond.

Section 3.09 OTHER LICENSOR LICENSES. Subject to Section 2.11 and to
the exact form of company names set forth in Exhibit C hereto, nothing in this
License Agreement shall be construed to limit the right of Licensor to use, or
to grant a license to any entity or person to use, the ITT Name or the ITT Marks
anywhere for any products or services, or in connection with any activities
outside the ITT Hartford Business even if such entity or person competes with
ITT Hartford or the ITT Hartford Sublicensees, or its products or services are
shipped, sold or offered in the same channels of trade as those of ITT Hartford
or the ITT Hartford Sublicensees.

Section 3.10 EXECUTION OF DOCUMENTS. At Licensor's request, ITT
Hartford and the ITT Hartford Sublicensees agree to assist Licensor in the
procurement or maintenance of any filings or registrations for the ITT Name or

15
<PAGE> 16
(2)

ITT Marks in any jurisdiction by providing any information available from ITT
Hartford and the ITT Hartford Sublicensees and executing any documents necessary
therefor. The rights granted or to be granted hereunder to ITT Hartford or the
ITT Hartford Sublicensees shall be recorded in any jurisdiction where such
recordation is required by statute or in the sole discretion of Licensor is
advisable, and ITT Hartford and the ITT Hartford Sublicensees shall extend to
Licensor its full cooperation in filing and completing any such recordation.

ARTICLE IV. INFRINGEMENT BY THIRD PARTIES

Section 4.01 INFRINGEMENT BY THIRD PARTIES. Upon discovery by ITT
Hartford or by an ITT Hartford Sublicensee, ITT Hartford shall notify Licensor
of any adverse uses confusingly similar or otherwise damaging to the ITT Name
and/or ITT Marks, but shall take no other action of any kind with respect
thereto except by the express prior written authorization of Licensor. The
determination of whether or not legal action shall be taken in any case shall
lie exclusively with and at the sole discretion of Licensor, except that if such
adverse use is in the same field of activity as the ITT Hartford Business, ITT
Hartford may, by such notice, require that Licensor institute and reasonably
pursue legal action.

Section 4.02 COSTS OF LEGAL ACTION. In the event that Licensor is
required to institute legal action pursuant to the notice under Section 4.01,
the costs of any such legal action shall be borne by ITT Hartford. In the event
that Licensor decides to institute legal action and such confusingly similar or
otherwise damaging use is within the field of activity of the ITT Hartford
Business or the ITT Hartford Expanded Business the cost of any such legal action
shall be shared equally by ITT Hartford and Licensor. In all such circumstances,
Licensor may bring suit in its own name and in the name of ITT Hartford or the
ITT Hartford Sublicensees, with choice of counsel and control of the legal
action by Licensor in close coordination and consultation with ITT Hartford. All
other legal actions for third party infringements instituted by Licensor shall
be at the expense and under the control of Licensor. ITT Hartford and ITT
Hartford Sublicensees shall cooperate with and assist Licensor in any such suit
by promptly providing any reasonably requested documents in their

16
<PAGE> 17
(2)

possession, custody or control, and by making their personnel familiar with the
facts available to Licensor and otherwise, without charge.

Section 4.03 RESOLUTION OF LEGAL ACTION. In the event that threatened
or actual legal action by Licensor results in a settlement or resolution that
provides damages or other monies to Licensor and/or ITT Hartford and the ITT
Hartford Sublicensees, such monies shall first be used to reimburse the Parties
for their respective costs of such legal action. Any remaining damages or other
monies after reimbursement of the aforesaid costs shall be retained by Licensor,
except that any remaining damages assessed as lost profits of ITT Hartford or
any ITT Hartford Sublicensee shall be paid to ITT Hartford and any remaining
damages assessed as royalties shall be shared equally by ITT Hartford and
Licensor.

ARTICLE V. TERMINATION

Section 5.01 CHANGE OF CONTROL. In the event that there is a Change of
Control of ITT Hartford without the prior written consent of Licensor pursuant
to Section 2.05 hereof, then this License Agreement may be terminated by
Licensor. In the event ITT Hartford gives notice to Licensor of a Change of
Control and Licensor does not object to such Change of Control within forty-five
(45) days of receipt of such notice, then it shall be deemed that Licensor shall
have granted an expansion of the license pursuant to Section 2.05(ii) hereof.

ARTICLE VI. TERM AND EFFECT OF TERMINATION

Section 6.01 LICENSE TERM. This License Agreement shall continue unless
sooner terminated pursuant to other provisions hereof, until ITT Hartford gives
written notice of an intent to terminate this License Agreement effective six
(6) months thereafter.

Section 6.02 EFFECT OF TERMINATION. Upon the termination of this
License Agreement, except in the case of termination for abandonment pursuant to
Section 2.06, ITT Hartford and the ITT Hartford Sublicensees during the Phaseout
Period shall phase out all use of the ITT Name and the ITT

17
<PAGE> 18
(2)

Marks. By the end of the Phaseout Period ITT Hartford and the ITT Hartford
Sublicensees shall fully discontinue all use of the ITT Marks and the ITT Name.

Following termination of this License Agreement, ITT Hartford and the
ITT Hartford Sublicensees shall:

(i) continue, without any time limitation, to indemnify and hold
harmless Licensor (including subsidiaries, affiliates, officers, directors,
agents or anyone connected with it in any way) pursuant to Section 3.01 hereof;
and

(ii) within thirty (30) days thereafter, account to Licensor and make
any such compensation payments as may be due or called for under Section 4.02
herein up to and including the effective date of termination of this License
Agreement.

Licensor and its Subsidiaries shall continue, for a period of two (2)
years, to indemnify and hold harmless ITT Hartford and ITT Hartford Sublicensees
(including subsidiaries, affiliates, employees, officers, directors, or agents)
pursuant to Section 3.02 hereof.

ARTICLE VII. REPRESENTATIONS AND WARRANTIES

Section 7.01 ABSENCE OF OTHER WARRANTIES AND REPRESENTATIONS. Other
than as specifically set forth herein, neither Party, nor any of their
Subsidiaries makes any representations or warranties including, without
limitation, any statement with respect to the validity, enforceability or
coverage of the ITT Name and ITT Marks, with or without respect to the ITT
Hartford Business or the ITT Hartford Expanded Business.

ARTICLE VIII. DISPUTE RESOLUTION

Section 8.01 DISPUTES. The general counsels of the relevant parties
shall negotiate in good faith for a reasonable period of time to settle any:

18
<PAGE> 19
(2)

(a) dispute or claim arising out of, in connection with, or in relation
to the interpretation, performance, non-performance or validity of this License
Agreement or otherwise arising out of, or in any way related to this License
Agreement, including, without limitation, any claim based on contract, tort,
statute or constitution (collectively, "Agreement Disputes"): or

(b) any breach of any provision of this License Agreement by ITT
Hartford or ITT Hartford Sublicensees, other than a Change of Control as set
forth in Section 5.01 or by Licensor, provided the breach has not been cured
within ninety (90) days after receipt of notice of such breach ("Uncured
Breach").

Section 8.02 ARBITRATION. If after such reasonable period such general
counsel are unable to settle such Agreement Dispute or Uncured Breach (and in
any event after 60 days have elapsed from the time the relevant parties began
such negotiations), such Agreement Dispute or Uncured Breach shall be
determined, at the request of any relevant party, by arbitration conducted in
New York City, before and in accordance with the then-existing Rules for
Commercial Arbitration of the American Arbitration Association (the "Rules"),
and any judgment or award rendered by the arbitrator shall be final, binding and
nonappealable (except upon grounds specified in 9 U.S C. Section 10(a) as in
effect on the date hereof), and judgment may be entered by any state or Federal
court having jurisdiction thereof in accordance with Section 9.14 hereof. Unless
the arbitrator otherwise determines, the pre-trial discovery of the then
existing Federal Rules of Civil Procedure and the then-existing Rules 46 and 47
of the Civil Rules for the United States District Court for the Southern
District of New York shall apply to any arbitration hereunder. Any controversy
concerning whether an Agreement Dispute or an Uncured Breach is an arbitrable
Agreement Dispute, whether arbitration has been waived, whether an assignee of
this License Agreement is bound to arbitrate, or as to the interpretation of
enforceability of this Article shall be determined by the arbitrator. The
arbitrator shall be a retired or former judge of any United States District
Court or Court of Appeals or such other qualified person as the relevant
parties may agree to designate, provided such individual has had substantial
professional experience with regard to settling sophisticated commercial
disputes. The Parties intend that the provisions to arbitrate set forth herein
be valid, enforceable and irrevocable. The designation of a situs or a
governing law for this License Agreement or the arbitration shall not be deemed
an election to preclude application of the Federal Arbitration Act, if it would
be applicable. In his award

19
<PAGE> 20
(2)

the arbitrator shall allocate, in his discretion, among the Parties to the
arbitration all costs of the arbitration, including, without limitation, the
fees and expenses of the arbitrator and reasonable attorneys' fees, costs and
expert witness expenses of the Parties. The undersigned agree to comply with any
award made in any such arbitration proceedings that has become final in
accordance with the Rules and agree to the entry of a judgment in any
jurisdiction upon any award rendered in such proceedings becoming final under
the Rules. The arbitrator shall be entitled, if appropriate, to award any remedy
in such proceedings, including, without limitation, monetary damages, specific
performance and all other forms of legal and equitable relief; provided,
however, the arbitrator shall not be entitled to award punitive damages.

Section 8.03 INJUNCTIONS. In the event the Arbitrator should find that
ITT Hartford or the ITT Hartford Sublicensees or Licensor have breached this
License Agreement, then the Arbitrator may order specific performance of the
provisions so breached. Should ITT Hartford or the ITT Hartford Sublicensees or
Licensor not so specifically perform, then the Parties recognize that the damage
caused thereby to either party would be irreparable and not adequately
compensable by monetary damages, and that either Party may immediately seek and
be entitled to an injunction by a Federal Court having jurisdiction thereof,
without the requirement of posting a bond or other security.

ARTICLE IX. MISCELLANEOUS

Section 9.01 COMPLETE AGREEMENT: CONSTRUCTION. This License Agreement,
including the Exhibits, together with the Distribution Agreement, and the other
Ancillary Agreements (as defined in the Distribution Agreement) 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. Notwithstanding any other provisions in
this License Agreement to the contrary, in the event and to the extent that
there shall be a conflict between the provisions of this License Agreement as it
relates to the ITT Name and ITT Marks, and the provisions of the Distribution
Agreement or the IP Agreement, this License Agreement shall control.

SECTION 9.02 COUNTERPARTS. This License Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same

20
<PAGE> 21
(2)

agreement, and shall become effective when one or more such counterparts have
been signed by each of the Parties and delivered to the other party.

Section 9.03 SURVIVAL OF AGREEMENT. Except as otherwise contemplated by
this License Agreement, all covenants and agreements of the Parties contained in
this License Agreement shall survive the Distribution Date.

Section 9.04 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 will be deemed given on the date on which such
notice is received:

To Licensor:

ITT Corporation
1330 Avenue of the Americas
New York, NY 10019

Attn: General Counsel

To ITT Hartford, Inc.:

Hartford Plaza
Hartford, CT 06115

Attn: Senior Vice President and
General Counsel

Section 9.05 WAIVERS. The failure of either Party to require strict
performance by the other Party of any provision in this License Agreement will
not waive or diminish that Party's right to demand strict performance thereafter
of that or any other provision hereof.

SECTION 9.06 AMENDMENTS. This License Agreement may not be modified or
amended except by an agreement in writing signed by the Parties.

21
<PAGE> 22
(2)

Section 9.07 ASSIGNMENT. This License Agreement shall not be
assignable, in whole or in part, directly or indirectly, by ITT Hartford without
the prior written consent of Licensor, and any attempt to assign any rights or
obligations arising under this License Agreement without such consent shall be
void. This License Agreement may be assigned by Licensor to ITT Destinations or
any other company which hereafter owns the ITT Marks and ITT Name.

Section 9.08 SUCCESSORS AND ASSIGNS. The provisions of this License
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the Parties and their respective successors and permitted assigns.

Section 9.09 TERMINATION. This License Agreement may be terminated at
any time prior to the Distribution by and in the sole discretion of Licensor
without the approval of ITT Hartford or the shareholders of Licensor. In the
event of such termination, no party shall have any liability of any kind to any
other party.

Section 9.10 SUBSIDIARIES. ITT Hartford hereby guarantees the
performance of the ITT Hartford Sublicensees under the terms and conditions of
this License Agreement.

Section 9.11 THIRD PARTY BENEFICIARIES. This License Agreement is
solely for the benefit of the Parties hereto and the ITT Hartford Sublicensees
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 reference to this License Agreement.

Section 9.12 TITLE AND HEADINGS. Titles and headings to sections 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 9.13 GOVERNING LAW. This License 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.

22
<PAGE> 23
(2)

Section 9.14 CONSENT TO JURISDICTION. Without limiting the provisions
of Article VIII hereof each of the Parties irrevocably submits to the
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 U.S. 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 9.14. Each of the Parties irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this License Agreement or the transactions
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 any inconvenient forum.

23
<PAGE> 24
(2)

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

ITT CORPORATION

By /s/ Richard s. Ward
-------------------------------------------
Name: Richard S. Ward
Title: Executive Vice President and
General Counsel

ITT HARTFORD GROUP, INC.

By /s/ James J. Westervelt
-------------------------------------------
Name: James J. Westervelt
Title: Vice President and Assistant Controller

<PAGE> 1
Exhibit 10.16

PROMISSORY NOTE

$25,000,000 April 4, 1997

FOR VALUE RECEIVED, the undersigned, HARTFORD LIFE, INC., a Delaware
corporation (the "Borrower") hereby promises to pay to the order of HARTFORD
ACCIDENT & INDEMNITY COMPANY, a Connecticut corporation (the "Lender"), the
principal sum of TWENTY-FIVE MILLION AND NO/100 (US $25,000,000.00) DOLLARS,
together with interest on the unpaid principal balance thereof at a rate as
described below, together with all taxes levied or assessed on this Note or the
debt evidenced hereby, and together with all costs, expenses and attorneys'
fees incurred in any action to collect this Note. Interest on this Note shall
be computed on the basis of a year of three hundred sixty (360) days and actual
days elapsed. All payments made by Borrower hereunder shall be in lawful money
of the United States of America to Lender in same day funds.

All outstanding principal, together with all accrued and unpaid interest
thereon, shall be due and payable on April 3, 1998 (the "Maturity Date").
Interest on the unpaid principal balance hereof (the "Note Rate") shall be
equal to the Eurodollar Rate (as such term is defined in that certain Credit
Agreement dated as of February 10, 1997, by and among Hartford Life, Inc., as
the borrower, and Citibank, N.A., Bank of America Illinois, Mellon Bank, N.A.
and Morgan Guaranty Trust Company of New York, collectively, as the lenders
thereunder (the "HLI Credit Agreement"), plus .15%. Borrower shall have the
right to select an interest period of one, two, three or six months for
determining the appropriate Eurodollar Rate to be used in calculating the
applicable Note Rate hereunder.

The initial interest period selected by Borrower hereunder shall be a one-month
Eurodollar Rate and the corresponding Note Rate shall be 5.84%, which rate
shall be applicable until May 5, 1997. Borrower agrees that at least seven (7)
days prior to the expiration of the then current Note Rate, Borrower will
notify Lender of the applicable interest period for determining the appropriate
Eurodollar Rate to be used for calculating the Note Rate for that interest
period. In the event Borrower does not provide Lender with the requisite
interest period, Lender shall use the one-month Eurodollar Rate to calculate
the Note Rate hereunder.

<PAGE> 2
2

This Note shall be governed by and construed in accordance with the laws of the
State of Connecticut.

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed on the
date hereof.

HARTFORD LIFE, INC.

By: /s/ J. Richard Garrett
-----------------------------------
Title: Vice President
--------------------------------

<PAGE> 1

EXHIBIT 11.1

HARTFORD LIFE, INC.
STATEMENTS REGARDING COMPUTATION OF NET INCOME PER SHARE
YEAR ENDED DECEMBER 31, 1996 AND FOR THE THREE MONTHS
ENDED MARCH 31, 1997
TOTAL CLASS A COMMON STOCK OFFERING:
23 MILLION SHARES AT ASSUMED OFFERING PRICE OF $25.50 PER SHARE
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
DECEMBER 31, 1996 MARCH 31, 1997
--------------------------- ---------------------------
PRO FORMA AS ADJUSTED PRO FORMA AS ADJUSTED
--------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Net income $ 24.00 $24.00 $ 63.00 $63.00
======= =======
Interest expense, net of tax(1) 2.51 0.63
------ ------
$26.51 $63.63
====== ======

Common stock outstanding:
Class B Common Stock 114.00 114.00 114.00 114.00
Class A Common Stock offered, proceeds
from which are deemed to pay dividend
in excess of Allocated Advances and
net income (2)(3) 12.29 12.29 9.64 9.64

Class A Common Stock offered, proceeds
to be used in repayment of debt ($54.3)(2) 2.29 2.29
------- ------ ------- ------
126.29 128.58 123.64 125.93
======= ====== ======= ======

Pro forma net income per share $ 0.19 $ 0.51
======= =======
As adjusted net income per share $0.21 $0.51
====== ======

</TABLE>

(1) Interest savings calculated at the historical rate of 7.1% charged on
Allocated Advances, net of tax, multiplied by the estimated net proceeds
used to reduce debt ($54.3).
(2) Assuming offering price of $25.50 per share of Class A Common Stock, less
commissions (6%) and other underwriting expenses, as applicable.
(3) Net income for purposes of this calculation for the three months ended March
31, 1997 represents net income for the year ended December 31, 1996 of $24
million and net income for the three months ended March 31, 1997 of $63
million.

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our firm) included in or made a part of this
Amendment No. 2 to the Registration Statement (File No. 333-21459) on Form S-1
for Hartford Life, Inc.

/s/ ARTHUR ANDERSEN LLP

Hartford, Connecticut

April 23, 1997