HARTFORD LIFE INSURANCE CO, S-1/A, 1995-04-13

HARTFORD LIFE INSURANCE CO
S-1/A, 1995-04-13

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File No: 33-35260
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

____________

AMENDMENT NO. 5 TO
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

____________

HARTFORD LIFE INSURANCE COMPANY
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)

CONNECTICUT 06-094148
- --------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Number)
Identification incorporation or
organization)
6355
--------------------------------
(Primary Standard Industrial Classification Code Number)

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

P.O. Box 2999
Hartford, Connecticut 06104-2999
(Address of Principal Executive Office)
------------

Rodney J. Vessels
Counsel
Hartford Life Companies
P.O. Box 2999, Hartford, Connecticut 06104-2999
(203) 843-8847
(Name, address, and telephone number of agent for service)
------------

Approximate date of commencement of proposed sale to the public:
The Annuity covered by this registration statement is to be issued from time to
time 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. /X/
--
------------
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- 2 -

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Title of Each Class Amount to Offering Aggregate Amount of
of Securities to be be Price Offering Registration
Registered Registered per Unit Price Fee
- --------------------------------------------------------------------------------
Deferred Annuity
Contracts & * * $100,000,000 Paid
Participating
Interests Therein
- --------------------------------------------------------------------------------
* The maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee. The amount being registered and the proposed
maximum offering price per unit are not applicable in that these contracts are
not issued in predetermined amounts or units.
<PAGE>
-3-

HARTFORD LIFE INSURANCE COMPANY
Cross Reference Sheet Pursuant to
Regulation S-K, Item 501(b)

Form S-1 Item Number and Caption Heading in Prospectus
------------------------------------------------------

1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus. . . . . . . . . . . . . . . . . . Outside Front Cover Page

2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . . . . . . Inside Front Cover

3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges. . . . . . Not Applicable

4. Use of Proceeds . . . . . . . . . . . . . . . Investments by HLIC

5. Determination of Offering Price . . . . . . . Not Applicable

6. Dilution. . . . . . . . . . . . . . . . . . . Not Applicable

7. Selling Security Holders. . . . . . . . . . . Not Applicable

8. Plan of Distribution. . . . . . . . . . . . . Distribution of
Certificates

9. Description of Securities to be
Registered. . . . . . . . . . . . . . . . . . Description of
Certificates

10. Interests and Named Experts and Counsel . . . Not Applicable

11. Information with Respect to the
Registrant. . . . . . . . . . . . . . . . . . The Company; Executive
Officers and Directors;
Executive Compensation;
Financial Statements;
Legal Proceedings

12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . . . . . . . . Not Applicable
<PAGE>
-4-

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-5-

THIS PAGE LEFT INTENTIONALLY BLANK

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<S> <C> <C>
Y Z

HARTFORD
LIFE INSURANCE COMPANY
PROSPECTUS
MODIFIED GUARANTEED ANNUITY CONTRACTS
st
a b
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</TABLE>

This Prospectus describes participating interests in a group deferred
annuity contract designed and offered to provide retirement programs for you
if you are an eligible individual. Eligible individuals include certain
persons who are employees, retirees or the dependents of employees of
employers as well as certain persons who are members or dependents of members
of trade unions, bona fide associations and other entities who have entered
into group deferred annuity contracts with Hartford Life Insurance Company
("HLIC" or the "Company"). Eligible individuals also include members or
dependents of members of employee organizations or customers of financial
institutions which are participating in group annuity contracts with the
Company.

An individually allocated deferred annuity certificate is offered in
certain states and this certificate may be purchased to accept monies which
are eligible for roll-over to an Individual Retirement Account with a value of
$5,000 or more.

Participation in a Group Contract will be separately accounted for by the
issuance of a Certificate evidencing your interest under the Contract. The
Certificate and Individual Annuity Certificate are hereafter referred to as
"the Certificate".

A minimum single purchase payment of at least $5,000 must accompany the
application for a Certificate. HLIC reserves the right to limit the maximum
single purchase payment amount. No additional payment is permitted on a
Certificate although eligible individuals may purchase more than one
Certificate. (See "Application and Purchase Payment," page .)

Purchase payments become part of the general assets of HLIC. HLIC intends
generally to invest proceeds from the Certificates in investment-grade
securities. (See "Investments by HLIC," page .)
------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------

The date of this Prospectus is May 1, 1995.

<PAGE>
Upon application, you select an initial Guarantee Period from among those
then offered by HLIC. During this Guarantee Period, your purchase payment
earns interest at the applicable Initial Guarantee Rate as established by
HLIC. (See, "Initial and Subsequent Guarantee Periods," page and
"Establishment of Guarantee Rates and Current Rates," page .)

At the end of each Guarantee Period, a subsequent Guarantee Period of the
same duration will begin unless, within the thirty day period prior to or
within five business days after the end of such Guarantee Period, you elect a
different duration from among those offered by us at that time. In no event
may subsequent Guarantee Periods extend beyond the Annuity Commencement date
then in effect.

The Account Value as of the first day of each subsequent Guarantee Period
will earn interest at the Subsequent Guarantee Rate. HLIC's MANAGEMENT WILL
MAKE THE FINAL DETERMINATION AS TO GUARANTEE RATES TO BE DECLARED. WE CANNOT
PREDICT NOR CAN WE GUARANTEE FUTURE GUARANTEE RATES. (See, "Initial and
Subsequent Guarantee Periods," page and "Establishment of Guarantee Rates
and Current Rates," page .)

Subject to certain restrictions, total surrenders are permitted. However,
such surrenders may be subject to a Market Value Adjustment. A full surrender
made prior to the end of a Guarantee Period will be subject to a Market Value
Adjustment. A REQUEST FOR SURRENDER AT THE END OF A GUARANTEE PERIOD MUST BE
RECEIVED IN WRITING 30 DAYS PRIOR TO OR WITHIN FIVE BUSINESS DAYS AFTER THE
END OF THE GUARANTEE PERIOD. A MARKET VALUE ADJUSTMENT WILL NOT BE APPLIED.

A Market Value Adjustment will be applied to your Account Value to
purchase an annuity on the Annuity Commencement Date if the Annuity
Commencement Date is not at the end of a Guarantee Period. To elect an Annuity
Option you must notify us at least 30 days before the end of that Guarantee
Period.

In addition, at the end of a Certificate Year we will send you any
interest that has been credited during the Certificate Year if you so request
in writing. No Market Value Adjustment will be imposed on such interest
payments. Any such surrender may, however, be subject to tax. (See,
"Surrenders", page and "Tax Considerations", page .)

The Market Value Adjustment reflects the relationship between the Current
Rate for the duration remaining in the Guarantee Period at the time you
request the surrender and the then applicable Guarantee Rate being applied to
your Account Value. Since Current Rates are based in part upon the investment
yields available to HLIC (see "Investments By HLIC", page ), the effect of
the Market Value Adjustment will be closely related to the levels of such
yields. It is possible, therefore, that, should such yields increase
significantly from the time you purchased your Certificate, the amount you
would receive upon a full surrender of your Certificate may be less than your
original purchase payment. If such yields should decrease significantly, the
amount you would receive upon a full surrender may be more than your original
purchase payment.

We may defer payment of a full surrender for a period not exceeding 6
months from the date of our receipt of your written notice of surrender or the
period permitted by state insurance law, if less, but such a deferral of
payment will be for a period greater than thirty days only under highly
unusual circumstances. Interest of at least 4% per annum will be paid on any
amounts deferred for more than 30 days if HLIC chooses to exercise this
deferral right. (See, "Payment Upon Partial or Full Surrender", page .)

On the Annuity Commencement Date specified by you, HLIC will make a
lump-sum payment or start to pay a series of payments based on the Annuity
Options selected by you. (See, "Annuity Period", page .)

The Certificate provides for a Death Benefit. If the Participant dies
before the Annuity Commencement Date and there is no designated Contingent
Annuitant surviving, the Death Benefit will be payable to the Beneficiary as
determined under the Certificate Control Provisions. The Death Benefit is
calculated as of the date we receive written notification of Due Proof of
Death at the offices of the Company.

If the death occurs on or prior to the Annuity Commencement Date and on or
prior to the Annuitant attaining age 65, then the Death Benefit equals the
higher of the Account Value or the Net Surrender Value as each is calculated
as of the date the Company receives written notification of Due Proof of
Death. If the death occurs prior to the Annuity Commencement Date after the
Annuitant attains age 65, then the death benefit equals the Net Surrender
Value. If the named Beneficiary is the spouse of the Participant and the
Annuitant is living, the spouse may elect, in lieu of receiving the Death
Benefit, to become the Participant and continue the Certificate. (See, "Death
Benefit", page .)

On any Certificate subject to premium tax, HLIC will pay premium taxes at
the time imposed under applicable law. At its sole discretion, HLIC may deduct
premium taxes at the time HLIC pays such taxes to the applicable taxing
authorities, at the time the Certificate is surrendered or at the time the
Certificate annuitizies. (See, "Premium Taxes", page __.)

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<C> <S><C> <C> <C>
GLOSSARY OF SPECIAL TERMS.................................................
DESCRIPTION OF CERTIFICATES...............................................
A. Application and Purchase Payment....................................
B. Accumulation Period.................................................
1. Initial and Subsequent Guarantee Periods.........................
2. Establishment of Guarantee Rates and Current Rates...............
3. Surrenders.......................................................
(a) General.....................................................
(b) Market Value Adjustment.....................................
(c) Special Surrenders..........................................
4. Premium Taxes....................................................
5. Death Benefit....................................................
6. Payment on Full Surrender........................................
C. Annuity Period......................................................
1. Electing the Annuity Commencement Date and Form of Annuity.......
2. Change of Annuity Commencement Date or Annuity Option............
3. Annuity Options..................................................
4. Annuity Payment..................................................
5. Death of Annuitant After Annuity Commencement Date...............
INVESTMENTS BY HLIC.......................................................
AMENDMENT OF CERTIFICATES.................................................
ASSIGNMENT OF CERTIFICATES................................................
DISTRIBUTION OF CERTIFICATES..............................................
TAX CONSIDERATIONS........................................................
I. General.............................................................
II. Taxation of HLIC....................................................
III. Taxation of Annuities in General-Non-Tax Qualified Purchasers.......
A. General..........................................................
B. Aggregation of Two or More Annuity Contracts.....................
C. Non-Natural Persons, Corporations, Etc. .........................
D. Other Participants (Natural Persons).............................
1. Distributions Prior to the Annuity Commencement Date........
2. Distributions After Annuity Commencement Date...............
3. Required Distributions in the Event of Participant's
Death--Applicable to Contracts issued after January 18,
1985........................................................
4. Penalty--Applicable to Certain Withdrawals and Annuity
Payments....................................................
IV. Information Regarding Tax Qualified Purchasers......................
A. Contributions to Deferred Compensation Plans.....................
B. Contributions to Individual Retirement Annuities.................
C. Distributions from Deferred Compensation Plans...................
D. IRA Distributions................................................
V. Federal Income Tax Withholding......................................
A. Deferred Compensation Plans Under Section 457....................
B. IRA Distributions
1. Non-Periodic Distributions..................................
2. Periodic Distributions......................................
THE COMPANY...............................................................
A. Business............................................................
B. Selected Financial Data.............................................
C. Management Discussion and Analysis of Financial Condition and
Results of Operations...............................................
1. Results of Operations............................................
2. Liquidity........................................................
3. Segment Information..............................................
D. Reinsurance.........................................................
E. Reserves............................................................
F. Investments.........................................................
G. Competition.........................................................
H. Employees...........................................................
I. Properties..........................................................
</TABLE>

i
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<TABLE>
<CAPTION>
PAGE
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<C> <S><C> <C> <C>
J. State Regulation....................................................
EXECUTIVE OFFICERS AND DIRECTORS..........................................
EXECUTIVE COMPENSATION....................................................
LEGAL PROCEEDINGS.........................................................
EXPERTS...................................................................
APPENDIX A (MARKET VALUE ADJUSTMENT)......................................
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS..................................
FINANCIAL STATEMENTS......................................................
</TABLE>

ii
<PAGE>
GLOSSARY OF SPECIAL TERMS

In this Prospectus "We", "Us", "Our", and "HLIC" refer to Hartford Life
Insurance Company. "You", "Yours", and "Participant" refer to a person/persons
who has/have been issued a Certificate under the group deferred annuity
contract.

In addition, as used in this Prospectus, the following terms have the
indicated meanings:

<TABLE>
<S> <C>
ACCOUNT VALUE As of any date, the Account Value is the sum of the purchase payment
and all interest earned to that date.
ANNUITANT The person upon whose life the Certificate is issued. The
Participant must also be the Annuitant.
ANNUITY COMMENCEMENT DATE The date designated in the Certificate or otherwise by the
Participant on which annuity payments are to start.
BENEFICIARY The person entitled to receive benefits per the terms of the
Certificate in case of the death of the Participant.
CERTIFICATE The Certificate evidencing a participating interest in the group
annuity contract as set forth in this Prospectus. Any reference in
this Prospectus to Certificate also includes the group annuity
contract. Likewise, any reference in this Prospectus to Contract
includes the underlying Certificate.
CERTIFICATE DATE The effective date of participation under the group annuity contract
as designated in the Certificate or date of issue of an individual
annuity Certificate.
CERTIFICATE YEAR A continuous 12 month period commencing on the Certificate Date and
each anniversary thereof.
CONTINGENT ANNUITANT The spouse of the Participant, if designated by the Participant, who
upon the Annuitant's death, prior to the Annuity Commencement Date,
becomes the Annuitant and also the Participant.
CURRENT RATE The applicable effective annual interest rate contained in a
schedule of rates established by us from time to time for various
durations.
DEPENDENT The spouse or child of an Employee or Retiree eligible to
participate in this Certificate.
DUE PROOF OF DEATH A certified copy of the death certificate, an order of a court of
competent jurisdiction, a statement from a physician who attended
the deceased, or any other proof acceptable to the Company.
GUARANTEE PERIOD The period for which either an Initial or Subsequent Guarantee Rate
is credited.
GROSS SURRENDER VALUE As of any date, the Account Value specified by you for a full
surrender.
HOME OFFICE Our offices at P.O. Box 2999, Hartford, CT 06104-2999 or 200
Hopmeadow St., Simsbury, CT 06089.
INITIAL GUARANTEE RATE The effective annual rate of interest credited and compounded
annually during the initial Guarantee Period.
IN WRITING A written form satisfactory to us and received at our offices at
P.O. Box 2999, Hartford, Connecticut 06104-2999.
MARKET VALUE ADJUSTMENT The amount payable as a partial or full surrender made prior to the
end of any Guarantee Period may be adjusted up or down by the
application of this formula.
NET SURRENDER VALUE The amount payable to you on a full surrender under the Certificate
after the application of any Market Value Adjustment.
SUBSEQUENT GUARANTEE RATE The effective annual rate of interest established by us for the
applicable subsequent Guarantee Period.
</TABLE>

2
<PAGE>
DESCRIPTION OF CERTIFICATES

A. APPLICATION AND PURCHASE PAYMENT

To apply for a Certificate, you need only complete an enrollment form and
make your purchase payment. This Certificate is purchased by completing an
enrollment form and submitting it to HLIC along with your purchase payment for
its approval.

The Certificates are issued within a reasonable time after the receipt of a
properly completed application and the payment of a single purchase payment. You
may not contribute additional purchase payments to a Certificate in the future.
You may, however, purchase additional Certificates, if you are an eligible
individual, at then prevailing Guarantee Rates and terms.

The minimum purchase payment in relation to a Certificate is $5,000. The
Company retains the right to limit the amount of the maximum purchase payment.

Your purchase payment becomes part of our general assets and is credited to
an account we establish for you. We will issue your Certificate and confirm your
purchase payment in writing within five business days of receipt. You start
earning interest on your account the day the purchase payment is applied.

In the event that your application or an order to purchase is not properly
completed, we will attempt to contact you in writing or by telephone. We will
return the purchase payment three weeks after its receipt by us if the
application or an order to purchase has not, by that time, been properly
completed.

B. ACCUMULATION PERIOD

1. INITIAL AND SUBSEQUENT GUARANTEE PERIODS

Upon enrollment, you will select the duration of your Initial Guarantee
Period from among those durations offered by us. The duration you select and
amount of your purchase payment will determine your Initial Guarantee Rate, and
your purchase payment (less applicable premium taxes, if any) will earn interest
at this Initial Guarantee Rate during the entire Initial Guarantee Period.

Unless you elect to make a full surrender or elect an annuity option (see,
"Surrenders", page ), a subsequent Guarantee Period will automatically
commence at the end of a Guarantee Period. Each subsequent Guarantee Period will
be the same duration as the previous Guarantee Period unless you elect in
writing on any day within the thirty day period prior to or within five business
days after the end of the previous Guarantee Period, a Guarantee Period of a
different duration from among those offered by us at that time.

In no event may subsequent Guarantee Periods extend beyond the Annuity
Commencement Date then in effect. For example, if you are age 62 upon the
expiration of a Guarantee Period and you have chosen age 65 as an Annuity
Commencement Date, we will provide a three year Guarantee Period to equal the
number of years remaining before your Annuity Commencement Date. Your Account
Value will then earn interest at a Guarantee Rate which we have declared for
that duration. The Guarantee Rate for the Guarantee Period automatically applied
in these circumstances may be higher or lower than the Guarantee Rate for longer
durations.

The Account Value at the beginning of any subsequent Guarantee Period will
be equal to the Account Value at the end of the Guarantee Period just ending.
This Account Value will earn interest at the Subsequent Guarantee Rate.

Within thirty days prior to the end of a Guarantee Period, we will notify
you of the expiration of the current Guarantee Period.

2. ESTABLISHMENT OF GUARANTEE RATES AND CURRENT RATES

The Initial Guarantee Rate for the Guarantee Period you choose will be
determined on the date your Purchase Payment and enrollment form are received in
good order at the Home Office. Current Rates will be established periodically
along with the Guarantee Rates which will be applicable to subsequent Guarantee
Periods. After the end of

3
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each Certificate Year, we will send you a confirmation which will show (a) your
Account Value as of the end of the preceding Certificate Year, (b) your Account
Value at the end of the current Certificate Year, and (c) the rate of interest
being credited to your Certificate.

HLIC has no specific formula for determining the rate of interest that it
will declare as Current Rates or Guarantee Rates in the future. The
determination of Current Rates and Guarantee Rates will be reflective of
interest rates available on the types of debt instruments in which HLIC intends
to invest the proceeds attributable to the Certificates. (See, "Investments by
HLIC", page .) In addition, HLIC's management may also consider various other
factors in determining Current Rates and Guarantee Rates for a given period,
including, regulatory and tax requirements; sales commissions and administrative
expenses borne by HLIC; general economic trends; and competitive factors. HLIC's
MANAGEMENT WILL MAKE THE FINAL DETERMINATION AS TO CURRENT AND GUARANTEE RATES
TO BE DECLARED. WE CANNOT PREDICT NOR CAN WE GUARANTEE FUTURE CURRENT RATES OR
GUARANTEE RATES.

3. SURRENDERS

(A) GENERAL

Full surrenders may be made under a Certificate at any time and will
terminate the Certificate.

In the case of all surrenders, the Account Value will be reduced by the
Gross Surrender Value on the Surrender Date and the Net Surrender Value will be
payable to you. The Net Surrender Value equals:

(A - B) X C

<TABLE>
<S> <C> <C>
where: A = the Gross Surrender Value,
B = any unpaid premium tax, (see pages and ),
C = the Market Value Adjustment (see page ).
</TABLE>

HLIC will, upon request, inform you of the amount payable upon a full
surrender.

Any full, or special surrender may be subject to tax. (See, "Tax
Considerations," page .)

(B) MARKET VALUE ADJUSTMENT

The amount payable on a partial or full surrender made prior to the end of
any Guarantee Period may be adjusted up or down by the application of the Market
Value Adjustment. Where applicable, the Market Value Adjustment is applied to
Gross Surrender Value.

In the case of a full surrender, the Market Value Adjustment will reflect
the relationship between the Current Rate for the duration remaining in the
Guarantee Period at the time you request the surrender, and the Guarantee Rate
then applicable to your Certificate.

Generally, if your Guarantee Rate is lower than the applicable Current Rate,
then the application of the Market Value Adjustment will result in a lower
payment upon surrender. Similarly, if your Guarantee Rate is higher than the
applicable Current Rate, the application of the Market Value Adjustment will
result in a higher payment upon surrender.

For example, assume you purchase a Certificate and select an initial
Guarantee Period of ten years and our Guarantee Rate for that duration is 7% per
annum. Assume at the end of seven years you make a total surrender. If the three
year Current Rate is then 5%, the amount payable upon surrender will increase
after the application of the Market Value Adjustment. On the other hand, if such
Current Rate is higher than your Guarantee Rate, for example, 8%, the
application of the Market Value Adjustment will cause a decrease in the amount
payable to you upon this surrender.

Since Current Rates are based in part upon the investment yields available
to HLIC (see, "Investments By HLIC", page ), the effect of the Market Value
Adjustment will be closely related to the levels of such yields. It is
theoretically possible, therefore, that, should such yields increase
significantly from the time you purchased your Certificate, the amount you would
receive upon a full surrender of your Certificate could be less than your
original purchase payment.

The formula for calculating the Market Value Adjustment is set forth in
Appendix A to this Prospectus, which also contains an additional illustration of
the application of the Market Value Adjustment.

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(C) SPECIAL SURRENDERS

A Market Value Adjustment will not be applied to a full surrender made at
the end of a Guarantee Period. A request for a surrender at the end of a
Guarantee Period must be received, in writing, during the 30 day period
preceding or within five business days after the end of said Guarantee Period.

A Market Value Adjustment will be applied to your account value to purchase
an annuity on the Annuity Commencement Date if the Annuity Commencement Date is
not at the end of a Guarantee Period. To elect an Annuity Option you must notify
us at least 30 days before the end of that Guarantee Period.

In addition, we will send you any interest that has been credited during the
prior Certificate Year if you so request in writing within 30 days prior to the
end of the Certificate Year. No Market Value Adjustment will be imposed on such
interest payments. Any such surrender may, however, be subject to tax.

4. PREMIUM TAXES

A deduction is also made for premium taxes, if applicable, imposed by a
state or other governmental entity. Certain states impose a preimum tax,
currently ranging up to 3.5%. Some states assess the tax at the time purchase
payments are made; others assess the tax at the time of annuitization. HLIC will
pay premium taxes at the time imposed under applicable law. At its sole
discretion, HLIC may deduct premium taxes at the time HLIC pays such taxes to
the applicable taxing authorities, upon surrender, or when annuity payments
commence.

5. DEATH BENEFIT

If the Annuitant dies before the Annuity Commencement Date and there is no
designated Contingent Annuitant surviving, the Death Benefit will be payable to
the Beneficiary as determined under the Certificate Control Provisions. The
Death Benefit is calculated as of the date we receive written notification of
Due Proof of Death at the offices of the Company.

If the death occurs prior to the Annuity Commencement Date and on or prior
to the Annuitant attaining age 65, then the death benefit equals the higher of
the Account Value or the Net Surrender Value as each is calculated as of the
date the Company receives written notification of Due Proof of Death. If the
death occurs prior to the Annuity Commencement Date after the Annuitant attains
age 65, then the death benefit equals the Net Surrender Value.

The Death Benefit may be taken in one sum, to be paid within six months
after the date we receive Due Proof of Death, or under any of the Annuity
Options available under the Contract, provided, however, that: (a) if any
Participant dies prior to the Annuity Commencement Date, any Annuity Option
selected must provide that any amount payable as a Death Benefit will be
distributed within 5 years of the date of death; and (b) if any Participant or
Annuitant dies on or after the Annuity Commencement Date, any remaining interest
in the Contract will be paid at least as rapidly as under the method of
distribution in effect at the time of death, or, if the benefit is payable over
a period not extending beyond the life expectancy of the Beneficiary or over the
life of the Beneficiary, such distribution must commence within one year of the
date of death. Notwithstanding the foregoing, in the event of the Participant's
death where the sole Beneficiary is the spouse of the Participant and the
Annuitant or Contingent Annuitant is living, such spouse may elect, in lieu of
receiving the Death Benefit, to be treated as the Participant.

If the Certificate is owned by a corporation or other non-individual, the
Death Benefit payable upon the death of the Annuitant prior to the Annuity
Commencement Date will be payable only as one sum or under the same Annuity
Options and in the same manner as if an individual Certificate owner died on the
date of the Annuitant's death.

6. PAYMENT UPON FULL SURRENDER

We may defer payment of a full surrender for a period not exceeding 6 months
from date of our receipt of your notice of surrender or the period permitted by
state insurance law, if less. Only under highly unusual circumstances will we
defer a surrender payment more than thirty days, and if we defer payment for
more than 30 days, we will pay interest of at least 4% per annum on the amount
deferred. While all circumstances under which we could defer payment upon
surrender may not be foreseeable at this time, such circumstances could include,
for example, a time of an unusually high

5
<PAGE>
surrender rate among Participants, accompanied by a radical shift in interest
rates. If we intend to withhold payment for more than thirty days, we will
notify you in writing. We will not, however, defer payment for more than thirty
days for any surrender which is to be effective at the end of any Guarantee
Period.

C. ANNUITY PERIOD

1. ELECTING THE ANNUITY COMMENCEMENT DATE AND FORM OF ANNUITY

Upon application for a Certificate, you select an Annuity Commencement Date.
Within 30 days prior to your Annuity Commencement Date you may elect to have all
or a portion of your Net Surrender Value paid in a lump sum on your Annuity
Commencement Date. Alternatively, or with respect to any portion of your Net
Surrender Value not paid in a lump sum, you may elect, at least 30 days prior to
the Annuity Commencement Date, to have your Account Value with a Market Value
Adjustment, if applicable, (less applicable premium taxes, if any) applied on
the Annuity Commencement Date under any of the Annuity Options described below.
In the absence of such election, Account Value with a Market Value Adjustment,
if applicable, will be applied on the Annuity Commencement Date under the Second
Option to provide a life annuity with 120 monthly payments certain.

2. CHANGE OF ANNUITY COMMENCEMENT DATE OR ANNUITY OPTION

You may change the Annuity Commencement Date and/or the Annuity Option from
time to time, but any such change must be made in writing and received by us at
least 30 days prior to the scheduled Annuity Commencement Date. Also, the
proposed Annuity Commencement Date may not be beyond the later of the
Annuitant's 90th birthday or the end of the Initial Guarantee Period provided
such Initial Guarantee Period is 10 years or less.

3. ANNUITY OPTIONS

Any one of the following Annuity Options may be elected:

FIRST OPTION--LIFE ANNUITY

An annuity payable monthly during the lifetime of the Annuitant, and
terminating with the last monthly payment due preceding the death of the
Annuitant. It would be possible under this Option for an Annuitant to receive
only one Annuity payment if he died prior to the due date of the second Annuity
payment, two payments if he died before the due date of the third Annuity
payment and so on.

SECOND OPTION--LIFE ANNUITY WITH 120, 180, OR 240 MONTHLY PAYMENTS CERTAIN

An annuity providing monthly income to the Annuitant for a fixed period of
120 months, 180 months, or 240 months (as selected), and for as long thereafter
as the Annuitant shall live.

THIRD OPTION--CASH REFUND LIFE ANNUITY

An annuity payable monthly during the lifetime of the Annuitant provided
that, at the death of the Annuitant, the Beneficiary will receive an additional
payment equal to the excess, if any, of (a) over (b) where (a) is the Account
Value applied on the Annuity Commencement Date under this Option and (b) is the
dollar amount of annuity payments already paid.

FOURTH OPTION--JOINT AND LAST SURVIVOR LIFE ANNUITY

An annuity payable monthly during the joint lifetime of the Annuitant and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior to the death of the survivor. It
would be possible under this Option for the Annuitant, and designated second
person in the event of the common or simultaneous death of the parties, to
receive only one payment in the event of death prior to the due date for the
second payment and so on.

FIFTH OPTION--PAYMENTS FOR A DESIGNATED PERIOD

An amount payable monthly for the number of years selected which may be from
5 to 30 years.

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The Tables in the Certificate provide for guaranteed dollar amounts of
monthly payments for each $1,000 applied under the five Annuity Options. Under
the First, Second, or Third Options, the amount of each payment will depend upon
the age of the Annuitant at the time the first payment is due. Under the Fourth
Option, the amount of each payment will depend upon the age of both payees at
the time the first payment is due.

The Tables for the First, Second, Third and Fourth Options are based on the
1983a Individual Annuity Mortality Table with ages set back one year and a net
investment rate of 4% per annum. The table for the Fifth Option is based on a
net investment rate of 4% per annum. We may, from time to time, at our
discretion if mortality and interest rates justify, apply other tables which
will result in higher monthly payments for each $1,000 applied under one or more
of the five Annuity Options.

4. ANNUITY PAYMENT

The first payment under any Annuity Option will be made on the Annuity
Commencement Date. Subsequent payments will be made on the same day of each
month in accordance with the manner of payment selected.

The option elected must result in a payment of an amount at least equal to
the minimum payment amount according to Company rules then in effect. If at any
time payments are less than the minimum payment amount, the Company has the
right to change the frequency to an interval resulting in a payment at least
equal to the minimum. If any amount due is less than the minimum per year, the
Company may make other arrangements that are equitable to the Annuitant.

Once annuity payments have commenced, no surrender of the annuity benefit
(including benefits under the Fifth Option) can be made for the purpose of
receiving a lump sum settlement in lieu thereof.

5. DEATH OF ANNUITANT AFTER ANNUITY COMMENCEMENT DATE

In the event of the death of the Annuitant after the Annuity Commencement
Date, the present values on the date of death of the current dollar amount of
any remaining guaranteed payments will be paid in one sum to the Beneficiary
designated by you unless other provisions shall have been made and approved by
us. Calculations of such present value will be based on the interest rate that
is used by us to determine the amount of each certain payment.

INVESTMENTS BY HLIC

Assets of HLIC must be invested in accordance with the requirements
established by applicable state laws regarding the nature and quality of
investments that may be made by life insurance companies and the percentage of
their assets that may be committed to any particular type of investment. In
general, these laws permit investments, within specified limits and subject to
certain qualifications, in federal, state, and municipal obligations, corporate
bonds, preferred and common stocks, real estate mortgages, real estate and
certain other investments. (See page for percentage breakdown of investments
of HLIC.)

Proceeds from the Certificate will be deposited in HLIC's General Account.
All assets of HLIC would be available to meet the guarantees under the Annuity.

Nonetheless, in establishing Guarantee Rates and Current Rates, HLIC intends
to take into account the yields available on the instruments in which it intends
to invest the proceeds from the Certificates. (See, "Establishment of Guarantee
Rates and Current Rate", page .) HLIC's investment strategy with respect to
the proceeds attributable to the Certificates will generally be to invest in
investment-grade debt instruments having durations tending to match the
applicable Guarantee Periods.

Investment-grade debt instruments in which HLIC intends to invest the
proceeds from the Certificates include:

Securities issued by the United States Government or its agencies or
instrumentalities, which issues may or may not be guaranteed by the United
States Government.

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Debt securities which have an investment grade, at the time of purchase,
within the four highest grades assigned by Moody's Investors Services, Inc.
(Aaa, Aa, A or Baa), Standard & Poor's Corporation (AAA, AA, A or BBB) or any
other nationally recognized rating service.

Other debt instruments, including but not limited to, issues of or
guaranteed by banks or bank holding companies and corporations, which
obligations, although not rated by Moody's or Standard & Poor's are deemed by
HLIC's management to have an investment quality comparable to securities which
may be purchased as stated above.

While the foregoing generally describes our investment strategy with respect
to the proceeds attributable to the Certificates, we are not obligated to invest
the proceeds attributable to the Certificate according to any particular
strategy, except as may be required by Connecticut and other state insurance
laws.

AMENDMENT OF CERTIFICATES

We reserve the right to amend the Certificates to meet the requirements of
applicable federal or state laws or regulations. We will notify you in writing
of any such amendments.

ASSIGNMENT OF CERTIFICATES

Your rights as evidenced by a Certificate may be assigned as permitted by
applicable law. An assignment will not be binding upon us until we receive
notice from you in writing. We assume no responsibility for the validity or
effect of any assignment. You should consult your tax adviser regarding the tax
consequences of an assignment.

DISTRIBUTION OF CERTIFICATES

Hartford Equity Sales Company, Inc. ("HESCO") currently serves as Principal
Underwriter for the securities issued with respect to the Separate Account.
Hartford Securities Distribution Company, Inc. ("HSD") will replace HESCO as
principal underwriter upon approval by the Commission, the National Association
of Securities Dealers, Inc. ("NASD") and applicable state regulatory
authorities.

Both HESCO and HSD are wholly-owned subsidiaries of Hartford Life Insurance
Company. The principal business address of HESCO and HSD is the same as Hartford
Life Insurance Company.

The securities will be sold by salespersons of HESCO, and subsequently, HSD,
who represent HLIC as insurance and Variable Annuity agents and who are
registered representatives or Broker-Dealers who have entered into distribution
agreements with HESCO, and subsequently HSD.

HESCO is registered with the Commission under the Securities and Exchange
Act of 1934 as a Broker-Dealer and is a member of the NASD. HSD will be
registered with the Commission under the Securities Exchange Act of 1934 as a
Broker-Dealer and will become a member of the NASD.

HLIC will pay a maximum commission of 0.5% for the sale of a Certificate.

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TAX CONSIDERATIONS

A._GENERAL

SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE PARTICIPANT INVOLVED, LEGAL AND TAX ADVICE MAY BE
NEEDED BY A PERSON, EMPLOYER OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A
CERTIFICATE DESCRIBED IN THIS PROSPECTUS.

It should be understood that any detailed description of the Federal income
tax consequences regarding the purchase of the Certificates cannot be made in
this Prospectus and that special tax rules may be applicable with respect to
certain purchase situations not discussed herein. In addition, no attempt is
made here to consider any applicable state or other tax laws. For detailed
information, a qualified tax adviser should always be consulted. This discussion
is based upon HLIC's understanding of Federal income tax laws as they are
currently interpreted. Congress may consider proposals to eliminate, reduce, or
modify favorable tax treatment for annuities. It is not clear whether any
proposal will be enacted or what effective date will apply.

B. TAXATION OF HLIC

HLIC is taxed as a life insurance company under Part I of Subchapter L of
Chapter 1 of the Internal Revenue Code ("Code"). The assets underlying the
Certificates will be owned by HLIC. The income earned on such assets will be
HLIC's income.

No taxes are due on interest, dividends and short-term or long-term capital
gains earned by the Separate Account with respect to Qualified or Non-Qualified
Contracts.

C._TAXATION OF ANNUITIES--GENERAL PROVISIONS AFFECTING PURCHASERS OTHER THAN
QUALIFIED PLANS

Section 72 of the Internal Revenue Code governs the taxation of annuities in
general.

1._NON-NATURAL PERSONS, CORPORATIONS, ETC.

Section 72 contains provisions for Contract Owners which are non-natural
persons. Non-natural persons include corporations, trusts, and partnerships. The
annual net increase in the value of the Contract is currently includable in the
gross income of a non-natural person unless the non-natural person holds the
Contract as an agent for a natural person. There is an exception from current
inclusion for certain annuities held by structured settlement companies, certain
annuities held by an employer with respect to a terminated Qualified Plan and
certain immediate annuities. A non-natural person which is a tax-exempt entity
for Federal tax purposes will not be subject to income tax as a result of this
provision.

If the Contract Owner is not an individual, the primary Annuitant shall be
treated as the Contract Owner for purposes of making distributions which are
required to be made upon the death of the Contract Owner. If there is a change
in the primary Annuitant, such change shall be treated as the death of the
Contract Owner.

2._OTHER CONTRACT OWNERS (NATURAL PERSONS).

A Contract Owner is not taxed on increases in the value of the Contract
until an amount is received or deemed received, e.g., in the form of a lump sum
payment (full or partial value of a Contract) or as Annuity payments under the
settlement option elected.

The provisions of Section 72 of the Code concerning distributions are
summarized briefly below. Also summarized are special rules affecting
distributions from Contracts obtained in a tax-free exchange for other annuity
contracts or life insurance contracts which were purchased prior to August 14,
1982.

A._DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

i.
Total premium payments less prior withdrawals which were not includable in
gross income equal the "investment in the contract" under Section 72 of the
Code.

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ii.
When the value of the Contract (ignoring any surrender charges) exceeds the
"investment in the contract," any amount surrendered which is less than or
equal to the difference between such value of the Contract and the
"investment in the contract" will be included in gross income.

iii.
When such value of the Contract is less than or equal to the "investment in
the contract," any amount surrendered which is less than or equal to the
"investment in the contract" shall be treated as a return of "investment in
the contract" and will not be included in gross income.

iv.
The receipt of any amount as a loan under the Contract or the assignment or
pledge of any portion of the value of the Contract shall be treated as an
amount surrendered which will be covered by the provisions in subparagraph
ii. or iii. above.

v.
In general, the transfer of the Contract, without full and adequate
consideration, will be treated as an amount surrendered which will be
covered by the provisions in subparagraph ii. or iii. above. This transfer
rule does not apply, however, to certain transfers of property between
spouses or incident to divorce.

B._DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.

Annuity payments made after the Annuity Commencement Date are includable in
gross income to the extent the payments exceed the amount determined by the
application of the ratio of the "investment in the contract" to the total amount
of the payments to be made after the Annuity Commencement Date (the "exclusion
ratio").

i.
When the total of amounts excluded from income by application of the
exclusion ratio is equal to the investment in the contract as of the
Annuity Commencement Date, any additional payments (including surrenders)
will be entirely includable in gross income.

ii.
If the annuity payments cease by reason of the death of the Annuitant and,
as of the date of death, the amount of annuity payments excluded from gross
income by the exclusion ratio does not exceed the investment in the
contract as of the Annuity Commencement Date, then the remaining portion of
unrecovered investment shall be allowed as a deduction for the last taxable
year of the Annuitant.

iii.
Certain distributions, such as surrenders made after the Annuity
Commencement Date, are not treated as annuity payments, and shall be
included in gross income.

C._AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.

Contracts issued after October 21, 1988 by the same insurer (or affiliated
insurer) to the same Contract Owner within the same calendar year (other than
certain contracts held in connection with a tax-qualified retirement
arrangement) will be treated as one annuity Contract for the purpose of
determining the taxation of distributions prior to the Annuity Commencement
Date. An annuity contract received in a tax-free exchange for another annuity
contract or life insurance contract may be treated as a new Contract for this
purpose. HLIC believes that for any annuity subject to such aggregation, the
values under the Contracts and the investment in the contracts will be added
together to determine the taxation of amounts received or deemed received prior
to the Annuity Commencement Date. Withdrawals will first be treated as
withdrawals of income until all of the income from all such Contracts is
withdrawn. As of the date of this Prospectus, there are no regulations
interpreting this provision.

D._PENALTY--APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY PAYMENTS.

i.
If any amount is received or deemed received on the Contract (before or
after the Annuity Commencement Date), the Code applies a penalty tax equal
to ten percent of the portion of the amount includable in gross income,
unless an exception applies.

ii.
The penalty will not apply to the following distributions (exceptions vary
based upon the precise plan involved):

1._ Distributions made on or after the date the recipient has attained the
age of 59 1/2.

2._ Distributions made on or after the death of the holder or where the
holder is not an individual, the death of the primary annuitant.

3._ Distributions attributable to a recipient's becoming disabled.

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<PAGE>

4._ A distribution that is part of a scheduled series of substantially
equal periodic payments for the life (or life expectancy) of the
recipient (or the joint lives or life expectancies of the recipient
and the recipient's Beneficiary).

5._ Distributions of amounts which are allocable to "investments in the
contract" made prior to August 14, 1982.

E._ SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
AUGUST 14, 1982.

If the Contract was obtained by a tax-free exchange of a life insurance or
annuity Contract purchased prior to August 14, 1982, then any amount surrendered
prior to the Annuity Commencement Date which does not exceed the portion of the
"investment in the contract" (generally premiums paid into the prior Contract,
less amounts deemed received) prior to August 14, 1982, shall not be included in
gross income. In all other respects, the general provisions apply to
distributions from such Contracts.

F._ REQUIRED DISTRIBUTIONS IN THE EVENT OF CONTRACT OWNER'S DEATH.

i.
If any Contract Owner dies before the Annuity Commencement Date, the entire
interest must be distributed within five years of the date of death;
however, a portion or all of such interest may be payable to a designated
Beneficiary over the life of such Beneficiary or for a period not extending
beyond the life expectancy of such Beneficiary with payments starting
within one year of the date of death.

ii.
If any Contract Owner or Annuitant dies on or after the Annuity
Commencement Date and before the entire interest in the Contract has been
distributed, any remaining portion of such interest must be distributed at
least as rapidly as under the method of distribution in effect at the time
of death.

iii.
If a spouse is designated as a Beneficiary at the time of the Contract
Owner's death and there is a surviving Annuitant or Contingent Annuitant,
then such spouse will be treated as the Contract Owner under subparagraph
i. and ii. above.

iv.
If the Contract Owner is not an individual, the primary Annuitant shall be
treated as the Contract Owner under subparagraphs i. and ii. above. If
there is a change in the primary Annuitant, such change shall be treated as
the death of the Contract Owner.

IV. INFORMATION REGARDING TAX QUALIFIED PURCHASERS OF DEFERRED COMPENSATION
PLANS FOR TAX-EXEMPT ORGANIZATIONS AND STATE AND LOCAL GOVERNMENTS AND
INDIVIDUAL RETIREMENT ANNUITIES.

THE TAX REFORM ACT OF 1986 HAS MADE SUBSTANTIAL CHANGES TO QUALIFIED PLANS.
SOME OF THESE CHANGES BECAME EFFECTIVE IN 1987 WHILE OTHERS BECAME EFFECTIVE IN
1988. YOU SHOULD CONSULT YOUR TAX ADVISER TO FULLY ADDRESS ALL CHANGES AND THEIR
EFFECT ON DEFERRED COMPENSATION PLANS.

A. CONTRIBUTIONS TO DEFERRED COMPENSATION PLANS UNDER CODE SECTION 457.

Employees may contribute on a before tax basis to the Deferred Compensation
Plan of their employer in accordance with the employer's Plan and Section
457 of the Code. Section 457 places limitations on contributions to Deferred
Compensation Plans maintained by a State ("State" means a State, a political
sub-division of a State, and an agency or instrumentality of a State or
political sub-division of a State) or other tax-exempt organization.
Generally, the limitation is 33 1/3% of includable compensation (25% of
gross compensation) or $7,500, whichever is less. The plan may also provide
for additional contributions during the three taxable years ending before
normal retirement age of a Participant for a total of up to $15,000 per year
for such three years.

An employee electing to participate in a plan should understand that his
rights and benefits are governed strictly by the terms of the plan, that he
is in fact a general creditor of the employer under the terms of the plan,
that the employer is legal owner of any contract issued with respect to the
plan and that the employer as owner of the contract(s) retains all voting
and redemption rights which may accrue to the contract(s) issued with
respect to the plan. The participating employee should look to the terms of
his plan for any charges in regard to participating therein other than those
disclosed in this Prospectus.

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B. CONTRIBUTIONS TO INDIVIDUAL RETIREMENT ANNUITIES ("IRA'S")

Individuals may contribute and deduct the lesser of $2,000 or 100 percent of
their compensation to an IRA. In the case of a spousal IRA, the maximum
deduction is the lesser of $2,250 or 100 percent of compensation. The
deduction for contributions is phased out between $40,000 and $50,000 of
adjusted gross income (AGI) for a married individual (and between $25,000
and $35,000 for single individuals) if either the individual or his or her
spouse is an active participant in any Section 401(a), 403(a), 403(b) or
408(k) plan regardless of whether the individual's interest is vested.

To the extent deductible contributions are not allowed, individuals may make
designated non-deductible contributions to an IRA, subject to the above
limits.

Under this Contract, only rollover IRA contributions of $5,000 or more are
accepted.

C. DISTRIBUTIONS FROM DEFERRED COMPENSATION PLANS UNDER CODE SECTION 457.

Generally, in order to avoid a penalty tax, annuity payments, periodic
payments or annual distributions must commence by April 1 of the calendar
year following the year in which the Participant attains age 70 1/2. The
entire interest of the Participant must be distributed beginning no later
than this required beginning date over a period which may not extend beyond
a maximum of the life expectancy of the Participant and a designated
Beneficiary. Each annual distribution must equal or exceed a "minimum
distribution amount" which is determined by dividing the account balance by
the applicable life expectancy. This account balance is generally based upon
the account value as of the close of business on the last day of the
previous calendar year. In addition, minimum distribution incidental benefit
rules may require a larger annual distribution based upon dividing the
account balance by a factor promulgated by the Internal Revenue Service
which ranges from 26.2 (at age 70) to 1.8 (at age 115). Special rules apply
to require that distributions be made to beneficiaries after the death of
the Participant. A penalty tax of up to 50% of the amount which should be
distributed may be imposed by the Internal Revenue Service for failure to
make a distribution.

Upon receipt of any monies pursuant to the terms of a Deferred Compensation
Plan for a tax-exempt organization, state or local government under Section
457 of the Code, such monies are taxable to such employee as ordinary income
in the year in which received.

D. IRA DISTRIBUTIONS.

Annuity payments made under the contracts are taxable under Section 72 of
the Code as ordinary income, in the year of receipt, to the extent that they
exceed the "excludable amount." The investment in the Contract is the
aggregate amount of the contributions made by or on behalf of an employee
which were included as part of his taxable income and not deducted. Thus,
annual premiums deducted for an IRA are not included in the investment in
the Contract. The employee's investment in the contract is divided by the
expected number of payments to be made under the Contract. The amount so
computed constitutes the "excludable amount," which is the amount of each
annuity payment considered a return of investment in each year and,
therefore, not taxable. Once the employee's investment in the contract is
recouped, the full amount of each payment will be fully taxable. If the
employee dies prior to recouping his or her investment in the contract, a
deduction is allowed for the last taxable year. The rules for determining
the excludable amount are contained in Section 72 of the Code.

Generally, distributions or withdrawals prior to age 59 1/2 may be subject
to an additional income tax of 10% of the amount includable in income. This
additional tax does not apply to distributions made after the employee's
death, on account of disability and distributions in the form of a life
annuity and, except in the case of an IRA, certain distributions after
separation from service at or after age 55, and certain distributions for
eligible medical expenses. A life annuity is defined as a scheduled series
of substantially equal periodic payments for the life or life expectancy of
the Participant (or the joint lives or life expectancies of the Participant
and Beneficiary).

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rules may require a larger annual distribution based upon dividing the
entire account balance as of the close of business on the last day of the
previous calendar year by a factor promulgated by the Internal Revenue
Service which ranges from 26.2 (at age 70) to 1.8 (at age 115). Special
rules apply to require that distributions be made to beneficiaries after the
death of the Participant. A penalty tax of up to 50% of the amount which
should be distributed may be imposed by the Internal Revenue Service for
failure to make such distribution.

V. FEDERAL INCOME TAX WITHHOLDING

The portion of a distribution which is taxable income to the recipient will
be subject to Federal income tax withholding, pursuant to Section 3405 of the
Internal Revenue Code. The application of this provision is summarized below:

A. DEFERRED COMPENSATION PLANS UNDER SECTION 457

Any distribution from plans described in Section 457 of the Internal Revenue
Code is subject to the regular wage withholding rules.

B. IRA DISTRIBUTIONS

1. NON-PERIODIC DISTRIBUTIONS.

The portion of a non-periodic distribution which constitutes taxable
income will be subject to Federal income tax withholding unless the
recipient elects not to have taxes withheld. If an election not to have
taxes withheld is not provided, 10% of the taxable distribution will be
withheld as Federal income tax. Election forms will be provided at the
time distributions are requested.

2. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER
THAN ONE YEAR).

The portion of a periodic distribution which constitutes taxable income
will be subject to Federal income tax withholding as if the recipient
were married claiming three exemptions. A recipient may elect not to have
income taxes withheld or have income taxes withheld at a different rate
by providing a completed election form. Election forms will be provided
at the time distributions are requested.

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THE COMPANY

A._BUSINESS

Hartford Life Insurance Company (the Company or HLIC) covers the insurance
and retirement needs of millions of Americans. HLIC has been among the
fastest-growing major life insurance companies in the United States for the past
several years as measured by assets. HLIC's total assets of $47.8 billion at
December 31, 1994, include 28.1% of fixed maturities and 47.6% of separate
accounts with the remainder representing stocks, cash, mortgage loans, policy
loans, reinsurance recoverables and other assets. HLIC is engaged in a business
that is highly competitive because of the large number of stock and mutual life
insurance companies and other entities marketing insurance products. There are
approximately 2,000 stock, mutual and other types of insurers in the life
insurance business in the United States. In the July 1994 edition of BEST'S
REVIEW, Life-Health Insurance magazine, HLIC ranked 14th among all life
insurance companies in the United States based upon total assets. AM Best
assigned HLIC its highest ranking classification, A++, as of December 31, 1993.

The Company was organized in 1902 and is incorporated under the laws of the
State of Connecticut. It is ultimately a wholly-owned subsidiary of Hartford
Fire Insurance (Hartford Fire) Company which is a subsidiary of ITT Hartford
Group, Inc., a wholly-owned subsidiary of ITT Corporation. HLIC is the parent of
ITT Hartford Life and Annuity Insurance Company (ILA), formerly ITT Life
Insurance Corporation, and ITT Hartford International Life Reassurance
Corporation (HLR), formerly American Skandia Life Reinsurance Corporation, which
was purchased in 1993.

The reportable segments and product groups of HLIC and its subsidiaries are:

INDIVIDUAL LIFE AND ANNUITIES

- Individual Life

- Filed and variable retirement annuities

ASSET MANAGEMENT SERVICES

- Group Pension Plans products and services

- Deferred Compensation Plans products and services

- Structured Settlements and lottery annuities

SPECIALTY

- Corporate Owned Life Insurance (COLI) and HLR

Additionally, the Company has an Employee Benefits segment (EBD) which
markets group life, group short and long term managed disability, stop loss and
supplementary medical coverage to employers and employer-sponsored plans. It
also offers voluntary AD&D, travel and special risk coverage primarily to
associations. EBD also offers disability underwriting administration and claims
processing services to other insurers and self-insured employer plans. These
products are sold through brokers, licensed agents and Third Party
Administrators through an internal sales force. The markets for group life and
disability are highly competitive based on price and quality of services. All of
this business is reinsured to HLIC's parent, Hartford Life and Accident
Insurance Company (HLA).

INDIVIDUAL LIFE AND ANNUITIES (ILAD)

HLIC is a leader in the annuity marketplace, selling both variable and fixed
products through a wide distribution of broker-dealers, financial and other
institutions. HLIC ranks number one in the individual variable annuities market
with a 9.6% share per VARDS (Variable Annuity Research and Data Service) at the
end of 1994, excluding Teachers Insurance Annuity Association and College
Retirement Equities Fund (TIAA and CREF). The individual annuity market is
highly competitive with insurance companies and other financial institutions
selling these products. Selection depends on fund performance, an array of fund
and product options, product design, credited rates and a company's financial
strength ratings.

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<PAGE>

Company earns fees for managing these assets and maintaining policyholders'
accounts. The HLIC policyholder has a variety of fund and product choices, some
of which are managed internally; however, most of the HLIC's investment funds
are managed by Wellington Management Company, Putnam or Dean Witter.

Sales reached $7.0 billion in 1994 bringing assets under management to $20.1
billion as of December 31, 1994. Of the total assets under management, $13.1
billion relate to variable annuities with $11.6 billion of these assets held in
separate accounts where the policyholder selects the investment vehicle and
bears the risk of asset performance, and $1.5 billion represents the fixed
option assets that are held in the general accounts. The remaining $7.0 billion
of the individual annuity assets under management are in guaranteed separate
accounts. The guaranteed separate account's products offer fixed rate guarantees
if held to maturity, but are market value adjusted, the majority of which have
no minimum guarantees should policyholders withdraw early. The guaranteed rates,
when held to maturity, range from 3% to 12% with durations from one to ten
years. These guarantees are supported by the general account of HLIC. Deposits
to these fixed and variable annuity accumulation accounts are subject to
withdrawal restrictions and to surrender charges which dissipate on a sliding
scale, usually within seven years. Fixed and variable annuity policyholder
reserves are held at account value. The minimum death benefit associated with
some 1994 annuity sales was reinsured to a third party. Guaranteed
contractholders' account balances are held at book value with amounts held for
deferred expenses.

Individual Life products include: universal life, traditional and interest
sensitive whole life, term, modified guaranteed life, and variable life. These
products are primarily sold through life professionals, broker-dealers, and
property-casualty agents, assisted by HLIC's own sales offices or other
marketing groups. The Company competes primarily in the up-scale estate and
business planning markets. Significant competition comes from large, financially
strong insurers based on price, credit quality, and quality of distribution
systems. Some of these products permit borrowing against the accumulated cash
surrender value of the policy. As of December 31, 1994, the outstanding policy
loan balance on individual life policies was $227 million. Interest rates on
policy loans ranged from 6% to 8%. Investment income earned on outstanding
policy loans was $12.4 million for the year ended December 31, 1994. Universal
life and interest sensitive whole life reserves are set equal to premiums
collected, plus interest credited, less charges. Other fixed death benefit
reserves are based on assumed investment yield, persistency, mortality and
morbidity per commonly used actuarial tables, expenses, and margins for adverse
deviation. HLIC reinsures all individual life business written by HLA. The
maximum retention on any one individual life is $1 million.

ASSET MANAGEMENT SERVICES (AMS)

This segment offers retirement products and services to employer groups
marketed to plan administrators through a direct sales force, assisted by home
office personnel. This includes managing assets and acting as plan administrator
for plans qualified under sections 401, 403 and 457 of the Internal Revenue
Code. The segment markets some products for which the investments and reserves
are held in separate accounts. The separate account assets as of December 31,
1994 totaled $2.8 billion. The separate account options were expanded to include
funds managed by Fidelity. Other options include 20th Century funds and HLIC's
own funds which are managed by Wellington Management Group or are internally
managed. Investment performance relative to non-guaranteed separate account
products is borne by the participants. For Group Pension products and services,
competition is significant from a number of financial institutions, including
other insurance companies, based on rate and credit quality. HLIC has positioned
itself to enhance its competitive position in the 401k full service and group
tax deferred annuity markets. This Section 457 plan market place is a closed
market for which growth is primarily through takeover business from competing
companies and through increased contributions from existing participants.

The most significant product type in this segment is the guaranteed rate
contract (GRC) which represents $7.0 billion out of $13.7 billion of invested
assets under management (including separate accounts) for the entire segment.
GRC's offer fixed or indexed rates that are guaranteed for a specified period.
The remaining $6.7 billion represent assets managed for the various IRS
qualified plans and other pension plan products. Credited rates for these
products vary with interest rate conditions. The related policyholder
liabilities are held at account value with amounts held for deferred expenses.

SPECIALTY

Individual and group corporate owned life insurance (COLI) products are sold
through a marketing company in which Hartford Life & Accident owns a 60%
interest. Marketing for COLI is also done through HLR, a wholly owned subsidiary
of HLIC. As of December 31, 1994, the policy loans outstanding were $2 billion.
Investment income from these

15
<PAGE>

loans totaled $299 million during 1994. A significant portion of the COLI
business is reinsured with third party companies. Policy reserves are at gross
cash surrender value; however, the Company has the right of offset against
outstanding policy loans. Therefore, the net amount of risk relative to these
policies is minimal. HLIC earns fees for management and cost of insurance.
Policyholders may receive dividends based on experience. The Company began
offering a new COLI product in 1994 for which the investments and liabilities
are held in a separate account. No policy loans are permitted under this product
and the policy owner bears the investment risks.

B. SELECTED FINANCIAL DATA

The following selected financial data for HLIC, its subsidiaries and
affiliated companies should be read in conjunction with the consolidated
financial statements and notes thereto included in this Prospectus beginning on
page .

HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------------------
1994 1993 1992 1991 1990
--------- --------- --------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Revenues:
Premiums and other considerations.................................... $ 1,100 $ 747 $ 259 $158 $106
Net Realized Gains................................................... 7 16 5 11 8
Net Investment income................................................ 1,292 1,051 907 753 604
--------- --------- --------- --------- ---------
2,399 1,814 1,171 922 718
--------- --------- --------- --------- ---------
Benefits, Claims and Expenses:
Benefits, claims and claim adjustment expenses....................... 1,405 1,046 797 689 558
Amortization of deferred policy acquisition costs.................... 145 113 55 40 29
Dividend to Policyholders............................................ 419 227 47 1 1
Other insurance expenses............................................. 227 210 138 96 64
--------- --------- --------- --------- ---------
2,196 1,596 1,037 826 652
--------- --------- --------- --------- ---------
Income Before Income Tax............................................. 203 218 134 96 66
Income tax........................................................... 65 75 45 32 21
--------- --------- --------- --------- ---------
Income Before Cumulative Effect of Changes in Accounting
Principles.......................................................... 138 143 89 64 45
Cumulative effect of changes in accounting principals net of tax
benefits of $7...................................................... 0 0 (13) 0 0
--------- --------- --------- --------- ---------
Net Income........................................................... $ 138 $ 143 $ 76 $ 64 $ 45
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------

1989
---------

<S> <C>
Revenues:
Premiums and other considerations.................................... $ 60
Net Realized Gains................................................... 0
Net Investment income................................................ 462
---------
522
---------
Benefits, Claims and Expenses:
Benefits, claims and claim adjustment expenses....................... 426
Amortization of deferred policy acquisition costs.................... 15
Dividend to Policyholders............................................ 1
Other insurance expenses............................................. 55
---------
497
---------
Income Before Income Tax............................................. 25
Income tax........................................................... 10
---------
Income Before Cumulative Effect of Changes in Accounting
Principles.......................................................... 15
Cumulative effect of changes in accounting principals net of tax
benefits of $7...................................................... 0
---------
Net Income........................................................... $ 15
---------
---------
</TABLE>

16
<PAGE>
C. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(DOLLAR AMOUNTS IN MILLIONS)

1. RESULTS OF OPERATIONS

1994 COMPARED TO 1993

MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
(DOLLAR AMOUNTS IN MILLIONS)

<TABLE>
<CAPTION>
ILAD AMS SPECIALTY
-------------------- -------------------- --------------------
1994 1993 1994 1993 1994 1993
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues.................................................... $ 691 $ 595 $ 789 $ 794 $ 919 $ 425
Benefits, claims expenses and taxes......................... 595 511 765 748 901 412
--------- --------- --------- --------- --------- ---------
Net income.................................................. $ 96 $ 84 $ 24 $ 46 $ 18 $ 13
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------

<CAPTION>
TOTAL
--------------------
1994 1993
--------- ---------
<S> <C> <C>
Revenues.................................................... $ 2,399 $ 1,814
Benefits, claims expenses and taxes......................... 2,261 1,671
--------- ---------
Net income.................................................. $ 138 $ 143
--------- ---------
--------- ---------
</TABLE>

INDIVIDUAL LIFE & ANNUITY (ILAD)

ILAD is the largest of HLIC's segments in terms of assets under management
and net income. The annuity line continues to be a leader in the industry (see
business section). In 1994, the segment assumed life and annuity policies from
Pacific Standard Life Insurance Company, adding $219 million of annual life
premiums and $181 million of annuity assets. In 1993, ILAD assumed $3.2 billion
in fixed and variable annuity assets and $.9 billion of modified guaranteed life
insurance from Fidelity Bankers Life Insurance Company. The significant growth
from these assumptions along with new deposits from fixed and variable annuity
sales of $7.0 billion in 1994 and $4.2 billion in 1993 increased assets under
management, but are not reported as revenues. The management and maintenance
fees and cost of insurance associated with this growing policyholder base were
the source of ILAD's increased revenues and net income. The growth in this
segment has caused the ratio of benefits, claims and expenses to average assets
under management has declined from 3.6% in 1993 to 2.6% in 1994.

ASSET MANAGEMENT SERVICES (AMS)

Sales in the AMS segment have been strong relative to its competitors.
Market share has grown in its key products. Consistent with industry experience,
1994 investment income declined due to interest rate drops which occurred
through the latter part of 1993. This particularly impacted the GRC line which
experienced prepayments in excess of expectations. Though most of the underlying
mortgage-backed securities for GRC were PAC CMO's (planned amortization class
collateralized mortgage obligations) which fall into the lower end of the
investment risk spectrum for this investment class, offering some prepayment
protection and less market volatility, the portfolio was not completely
insulated, which contributed to the drop in net income in 1994.

Although income for this line will continue to be impacted from these
prepayments, hedging strategies are in place that limit volatility against
future interest rate movements.

SPECIALTY

Specialty is growing in size from revenue and net income perspectives
relative to the total Company and in comparison to the prior year. The segment
assumed a large block of COLI business in 1994. Life insurance in force has
grown from this assumption and from new sales to $39.5 billion in 1994 from
$16.7 billion in 1993. HLIC's Specialty segment is one of the industry's leading
underwriters and reinsurers of COLI products.

1993 COMPARED TO 1992

Income before cumulative effect of changes in accounting principles of $143
in 1993 increased $54 over 1992 primarily due to earnings on an increased asset
base from fixed and variable annuities sold. These products are sold in the
individual life and annuity and group pension (principally guaranteed investment
contracts) lines of business.

Premiums and other revenue considerations of $747 increased $488 or 188.4%
over 1992. This increase principally reflects an increased level of account
charge revenues from the COLI line of business ($236), assumed from Mutual
Benefit Life (MBL), as well as from continued expansion of the Company's
individual life and annuity lines of business and

17
<PAGE>
the business assumed from HLA in 1992 ($245). Net investment income of $1,051
increased $144 or 15.9% over 1992 as a result of a larger investment base from
increased group pension, variable annuity and universal life deposit premiums
and COLI policy loans.

Benefits, claims and claim adjustment expenses of $1,046 increased $249, or
31.2%, over 1992. This increase was primarily a result of increased interest
credited to policyholders accounts in the group pension, COLI, individual
annuity and universal life lines of business. Amortization of deferred policy
acquisition costs of $113 increased $58 or 105.5% principally due to growth in
the individual life and annuity and universal life lines of business. Dividends
to policyholders reflects the assumption of the COLI business from Mutual
Benefit (November 1992), which was written on a participating basis. Prior to
the assumption, the Company had minimal participating individual business in
force. Other insurance expenses of $210 increased $72 or 52.2% primarily as a
result of continued expansion in the life and annuity lines, as well as the life
business assumed from HLA in 1992.

During 1993, the Company's asset base of $38,286 increased 44.0% over the
prior year for the reasons discussed above.

For segment information, see Note 6 of Notes to Consolidated Financial
Statements.

2. SEGMENT INFORMATION

For segment information, see Note 8 of Notes to Consolidated Financial
Statements.

D._REINSURANCE

For a discussion of the Reinsurance of HLIC's life insurance risk, see
Section A. "Business of Hartford Life" page __.

E._RESERVES

In accordance with the insurance laws and regulations under which HLIC
operates, it is obligated to carry on its books, as liabilities, actuarially
determined reserves to meet its obligations on its outstanding life insurance
contracts and reserves for its universal life and investment contracts. Reserves
for life insurance contracts are based on mortality and morbidity tables in
general use in the United States modified to reflect Company experience. 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, will be sufficient to meet HLIC's policy obligations at their
maturities or in the event of an insured's death. Reserves for universal life
insurance and investment products represent policy account balances before
applicable surrender charges. In the accompanying financial statements these
life insurance reserves are determined in accordance with generally accepted
accounting principles, which may vary from statutory requirements.

F._INVESTMENTS

Consistent with the nature of the Company's policyholder obligations,
invested assets are primarily intermediate to long-term taxable fixed maturity
investments and collaterized mortgage obligations (CMO's). The majority of the
investment income earned in the Company's investment portfolios is credited to
policyholders (group pension contractholders and individual life and annuity
policyholders). The investment objective is to maximize after-tax yields
consistent with acceptable risk while maintaining appropriate liquidity and
matching policyholder liabilities.

Investments in fixed maturities include bonds which are carried at fair
market value. Significant portfolio activity may occur to match contract
obligations and not for the purpose of trading. The impact on net income and
portfolio yields as a result of these sales has not been significant. The net
unrealized after-tax loss on securities was $654 million at December 31, 1994.

G._COMPETITION

HLIC is engaged in a business that is highly competitive because of the
large number of stock and mutual life insurance companies and other entities
marketing insurance products. There are approximately 2,000 stock, mutual and
other types of insurers in the life insurance business in the United States.

18
<PAGE>

In the July 1994 edition of BEST'S REVIEW, Life-Health Insurance magazine,
HLIC ranked 14th among all life insurance companies in the United States based
upon total assets. A.M. Best Insurance Reports assigned HLIC its highest
classification, A++, as of December 31, 1993.

H._EMPLOYEES

As of December 31, 1994, HLIC and its parent HLA have 3,481 direct
employees, 1,872 of whom are employed at its Home Office in Simsbury,
Connecticut, and 1,609 of whom are employed at various branch offices throughout
the United States and elsewhere. ILA employs 481 people in Minneapolis,
Minnesota and HLR has 19 employees in Westport, Connecticut.

I._PROPERTIES

The Company occupies office space leased by Hartford Fire. Expenses
associated with these offices are allocated on a direct and indirect basis to
the Life subsidiaries of Hartford Fire.

J._STATE REGULATION

The insurance business of HLIC is subject to comprehensive and detailed
regulation and supervision throughout the United States. The laws of the various
jurisdictions establish supervisory agencies with broad administrative powers
with respect to licensing to transact business, overseeing trade practices,
licensing agents, approving policy forms, establishing reserve requirements,
fixing maximum interest rates on life insurance policy loans and minimum rates
for accumulation of surrender values, prescribing the form and content of
required statutory financial statements and regulating the type and amounts of
investments permitted. Each insurance company is required to file detailed
annual reports with supervisory agencies in each of the jurisdictions in which
it does business and its operations and accounts are subject to examination by
such agencies at regular intervals. In the accompanying financial statements,
insurance reserves are determined in accordance with generally accepted
accounting principals, which may vary from statutory requirements.

In addition, several states, including Connecticut, regulate affiliated
groups of insurers, such as HLIC, under insurance holding company legislation.
Under such laws, intercompany transfers of assets and dividend payments from
insurance subsidiaries may be subject to prior notice or approval, depending on
the size of such transfers and payments in relation to the financial positions
of the companies.

The National Association of Insurance Commissioners (NAIC) has recently
developed new model solvency laws that relate an insurance company's capital
requirements to the risks inherent in its overall operations. These new rules
are known as Risk Based Capital (RBC). As of December 31, 1994, the Company
exceeds the RBC standards.

Although the federal government does not directly regulate the business of
insurance, federal initiatives often have an impact on the business in a variety
of ways. Current and proposed federal measures which may significantly affect
the insurance business include removal of barriers preventing banks from
engaging in the insurance business, limits to medical testing for insurability,
tax law changes affecting the taxation of insurance companies, the tax treatment
of insurance products and its impact on the relative desirability of various
personal investment vehicles and proposed legislation to prohibit the use of
gender in determining insurance and pension rates and benefits.

19
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS

<TABLE>
<CAPTION>
OTHER BUSINESS PROFESSION,
VOCATION OR EMPLOYMENT
POSITION WITH HLIC, FOR PAST 5 YEARS;
NAME, AGE YEAR OF ELECTION OTHER DIRECTORSHIPS
- ------------------------------------ ---------------------------------------- ----------------------------------------------------
<S> <C> <C>
Louis J. Abdou, 52 Vice President, 1987 Vice President (1987-Present), Hartford Insurance
Company.
David H. Annis, 43 Vice President, 1994 Vice President (1994-Present); Assistant Vice
President (1986-1994).
Paul J. Boldischar, 53 Vice President, 1992 Senior Vice President and Jr., Director Operations
ITT Hartford Life and Annuity Insurance Company,
1994; Senior Vice President and Director of National
Service Center, ITT Life Insurance Corporation
(1987-1992).
Wendell J. Bossen, 61 Vice President, 1992** President (1992-Present), International Corporate
Marketing Group, Inc.; Executive Vice President
(1984-1992), Mutual Benefit.
Peter W. Cummins, 57 Vice President, 1989 Vice President, Individual Annuity Operations
(1989-Present), Hartford Life Insurance Company.
Julianna B. Dalton, 39 Vice President, 1992 Vice President, (1992-Present); Assistant Vice
President, (1989-1992); Director of Research,
(1987-1989) Hartford Life Insurance Company.
Ann M. deRaismes, 44 Vice President, 1994 Vice President, (1994) Assistant Vice President
(1992-1994); Director of Human Resources
(1991-Present); Assistant Director of Human
Resources (1987-1991), Hartford Life Insurance
Company.
Allen J. Duoma, M.D., 49 Medical Director, 1993 Medical Director (1993-Present), Employee Benefits
Division, Hartford Life Insurance Company; Medical
Director (1990-1993), Travelers' Managed Disability
Services; Medical Director (1988-1990), Center for
Corporate Health.
Donald R. Frahm, 63 Chairman and Chief Executive Officer, Chairman and Chief Executive Officer of the Hartford
1988 Insurance Group (1988-Present).
Bruce D. Gardner, 44 General Counsel, 1991 and Corporate General Counsel Corporate Secretary (1991-Present)
Secretary Corporate Secretary (1988-Present); Associate
General Counsel (1988-1991); Counsel, (1986-1988)
Hartford Life Insurance Company.
Joseph H. Gareau, 47 Executive Vice President and Chief Executive Vice President and Chief Investment
Investment Officer, 1993 Officer, (1993-Present), Hartford Life Insurance
Co.; Senior Vice President and Chief Investment
Officer (1992-1993), ITT Hartford's
Property-Casualty Companies.
J. Richard Garrett, 49 Vice President, 1988 & Treasurer Vice President and Treasurer (1988-Present),
Hartford Insurance Group.
</TABLE>

20
<PAGE>

<TABLE>
<CAPTION>
OTHER BUSINESS PROFESSION,
VOCATION OR EMPLOYMENT
POSITION WITH HLIC, FOR PAST 5 YEARS;
NAME, AGE YEAR OF ELECTION OTHER DIRECTORSHIPS
- ------------------------------------ ---------------------------------------- ----------------------------------------------------
<S> <C> <C>
John P. Ginnetti, 48 Executive Vice President and Director Executive Vice President, 1994 Senior Vice
Asset Management President, (1988-1994); General Counsel Services,
1994 and Corporate Secretary of Hartford Life
Insurance Company (1982-1988).
Lois W. Grady, 50 Vice President, 1993 Vice President (1993-Present); Assistant Vice
President (1988-1993), Hartford Life Insurance
Company.
David A. Hall, 40 Senior Vice President and Actuary, 1992 Senior Vice President and Actuary of Hartford Life
Insurance Company (1992-Present).
Joseph Kanarek, 47 Vice President, 1991 Vice President (1991-Present); Director
(1992-Present), Hartford Life Insurance Company.
Kevin L. Kirk, 43 Vice President, 1992 Vice President (1992-Present); Assistant Vice
President; Assistant Director (1985-1992), Asset
Management Services, Hartford Life Insurance Company
(1985-1992).
Andrew W. Kohnke, 36 Vice President, 1992 Vice President (1992-Present); Assistant Vice
President (1989-1992); Investment Officer
(1987-1989), Hartford Life Insurance Company.
Steven M. Maher, 40 Vice President and Actuary, 1993 Vice President and Actuary (1993-Present); Assistant
Vice President (1987-1993), Hartford Life Insurance
Company.
William B. Malchodi, Jr., 44 Vice President and Director of Taxes Director of Taxes (1992-Present), Hartford Insurance
1992 Company.
Thomas M. Marra, 36 Senior Vice President and Actuary, 1994 Senior Vice President, 1994; Vice President
Director, ILAD (1989-1994); Director 1994; Director of Individual
Annuities (1991-Present); Assistant Vice President,
1989; Actuary (1987-1989), Hartford Life Insurance
Company.
David J. McDonald, 58 Senior Vice President, 1986 Senior Vice President and Director, Asset Management
Services (1986-Present); Vice President (1980-1986),
Hartford Insurance Company.
Kevin A. North, 42 Vice President, 1991 Vice President, Hartford Insurance Group and
Director of Real Estate (1991-Present); Vice
President and Deputy Director of Real Estate
(1989-1991); Assistant Vice President and Deputy
Director of Real Estate (1987-1989).
Joseph J. Noto, 42 Vice President, 1989 Vice President (1989-Present), Hartford Life
Insurance Company; Controller (1983-1989), Personal
Lines Insurance Center; Vice President (1986-1989),
Personal Lines Insurance Center; Controller (1987-
1989), Personal Lines Market Segment, Hartford Fire.
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
OTHER BUSINESS PROFESSION,
VOCATION OR EMPLOYMENT
POSITION WITH HLIC, FOR PAST 5 YEARS;
NAME, AGE YEAR OF ELECTION OTHER DIRECTORSHIPS
- ------------------------------------ ---------------------------------------- ----------------------------------------------------
<S> <C> <C>
Leonard E. Odell, Jr., 49 Senior Vice President, 1994 Senior Vice President (1994-Present); Vice President
(1982-1994); Actuary (1976-1982), Hartford Life
Insurance Company.
Michael C. O'Halloran, 46 Vice President & Vice President & Senior Associate General Counsel
Senior Associate and Director (1988-Present), Law Department,
General Counsel, 1988 Hartford Fire Insurance Company.
Craig D. Raymond, 33 Vice President and Vice President and Chief Actuary, 1994; Vice
Chief Actuary, 1994 President and Actuary (1993-1994); Assistant Vice
President and Actuary (1992-1993); Actuary
(1989-1992), Hartford Life Insurance Company;
Consultant, Tillinghast/Towers Ferrin (1988-1989).
Lowndes A. Smith, 55 President and Chief President and Chief Operating Officer
Operating Officer, 1989 (1989-Present), Hartford Life Insurance Company;
Senior Vice President and Group Controller; Vice
President and Group Controller (1980-1987), Hartford
Insurance Group.
Edward J. Sweeney, 38 Vice President, 1993 Vice President (1993-Present); Chicago Regional
Manager (1985-1993), Hartford Life Insurance
Company.
James E. Trimble, 38 Vice President and Vice President (1990-Present); Assistant Vice
Actuary, 1990 President (1987-1990), Hartford Life Insurance
Company.
Raymond P. Welnicki, 46 Senior Vice President, 1994 Senior Vice President 1994, Vice President
(1993-Present) Hartford Life Insurance Company;
Board of Directors, Ethix Corp., formerly employed
by Aetna Life & Casualty.
James J. Westervelt, 47 Vice President and Vice President and Group Controller, (1989-Present);
Group Controller, 1989 Assistant Vice President and Assistant Controller
(1983-1989), Hartford Insurance Group.
Lizabeth H. Zlatkus, 36 Vice President, 1994 Vice President (1994); Assistant Vice President
(1992-1994); Hartford Life Insurance Company;
formerly Director, Hartford Insurance Group.
Donald J. Znamierowski, 60 Vice President and Vice President and Director of Strategic Operations,
Director of Strategic Operations 1994; Vice President and 1994 Comptroller
(1986-1994); Assistant Vice President and
Comptroller (1976-1986); Director (1976-1986),
Hartford Life Insurance Company, Hartford Life &
Accident Insurance Company, ITT Hartford Life &
Annuity Insurance Company, and Ally Canada.
<FN>
- ---------
* Denotes date of election to Board of Directors.
** ITT Hartford Affiliated Company.
</TABLE>

22
<PAGE>
EXECUTIVE COMPENSATION

Executive officers of Hartford Life Insurance Company also serve one or more
affiliated companies of Hartford Life Insurance Company. Allocations have been
made as to each individual's time devoted to his duties as an executive officer
of HLIC. The following table shows the cash compensation paid, based on these
allocations, to the Chief Operating Officer and top five executive officers of
HLIC whose allocated compensation exceeds $100,000 and to all executive officers
of HLIC as a group for services rendered in all capacities in HLIC during 1994.
Directors of HLIC receive no compensation in addition to their compensation as
employees of HLIC.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------- ----------------------------------------
SALARY OTHER RESTRICTED STOCK AWARDS OPTIONS/ SARS
NAME TITLE ($) BONUS ($) ($) ($) (#)
- ------------------------------ ---------------------- --------- --------- --------- ----------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Frahm, Donald R. CEO 41,872 20,720 102 0 0
Cummins, Peter W. Vice President 119,802 0 219,814 0 0
Kanarek, Joseph Vice President 167,122 0 133,163 0 0
Marra, Thomas S. Sr. Vice President 190,111 0 102,173 0 0
Smith, Lowndes A. President & COO 179,666 78,155 743 0 0

LTIP PAYOUTS ALL OTHER
NAME ($) COMPENSATION
- ------------------------------ --------------- ---------------------
<S> <C> <C>
Frahm, Donald R. 0 0
Cummins, Peter W. 0 0
Kanarek, Joseph 0 0
Marra, Thomas S. 0 0
Smith, Lowndes A. 0 0
</TABLE>

<TABLE>
<CAPTION>
OPTION GRANTS
--------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATE OF STOCK PRICE
APPRECIATION FOR OPTION
NUMBER OF SECURITIES % OF TOTAL OPTIONS EXERCISE TERM (2)
UNDERLYING OPTIONS GRANTED TO EMPLOYEES PRICE EXPIRATION ------------------------
GRANTED IN 1994 (1) ($/SHR) DATE 5% ($) 10% ($)
--------------------- --------------------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Frahm, D.R. 37,000 2.0% $ 84.00 10/13/2004 1,954,710 4,953,190
Cummins, P. 1,000 0.1% $ 84.00 10/13/2004 52,830 133,870
Kanarek, J. 1,000 0.1% $ 84.00 10/13/2004 52,830 133,870
Marra, T.M. 10,931 0.6% $ 91.14 2/10/2004 626,565 1,587,728
4,000 0.2% $ 84.00 10/13/2004 211,320 535,480
Smith, L.A. 25,000 1.3% $ 84.00 10/13/2004 1,320,750 3,346,750
<FN>
- ---------
(1) Based on total of 1,876,198 options granted to ITT employees during 1994.
(2) At the end of the term of the options granted October 11, 1994, the
projected price per share of ITT Common Stock would be $136.83 and $217.87
at an assumed annual appreciation rate of 5% and 10%, respectively. The
projected price per share of ITT Common Stock of the options granted
February 8, 1994 would be $148.46 and $236.39 at an assumed appreciation
rate of 5% and 10%, respectively.
</TABLE>

<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
- ------------------------------------------------------------------------------------------------------------
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FISCAL OPTIONS/SARS AT FISCAL
YEAR-END YEAR-END
----------------------- -----------------------
SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) VALUE REALIZED UNEXERCISABLE UNEXERCISABLE
- -------------------- ------------------- --------------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
Frahm, D.R. 0 0 0 0
Cummins, P. 0 0 0 0
Kanarek, J. 0 0 0 0
Marra, T.M. 0 0 0 0
Smith, L.A. 0 0 0 0
</TABLE>

23
<PAGE>
LEGAL PROCEEDINGS

The Company and its subsidiaries are involved in pending and threatened
litigation in which claims for monetary damages are asserted. Management, after
consultation with legal counsel, does not anticipate the ultimate liability
arising from such pending or threatened litigation to have a material effect on
the results of operations and financial position of the Company.

EXPERTS

The financial statements of HLIC included in this Prospectus have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports thereto, and are included herein in reliance on the authority of
said firm as experts in accounting and auditing.

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Hartford Life
Insurance Company (a Connecticut corporation and wholly-owned subsidiary of
Hartford Life and Accident Insurance Company) and subsidiaries as of December
31, 1994 and 1993, and the related consolidated statements of income,
stockholder's equity and cash flow for each of the three years in the period
ended December 31, 1994. These consolidated financial statements and the
schedules referred to below are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements and schedules 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 consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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 Insurance Company and subsidiaries as of December 31, 1994 and
1993, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994 in conformity with generally
accepted accounting principles.

As discussed in the accompanying notes to the consolidated financial statements,
the Company adopted new accounting standards promulgated by the Financial
Accounting Standards Board, changing its methods of accounting, as of January 1,
1994, for debt and equity securities, and, effective January 1, 1992, for
postretirement benefits other than pensions and postemployment benefits.

Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedules listed in the
Index to Consolidated Financial Statements and Schedules are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not a required 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.

ARTHUR ANDERSEN LLP

Hartford, Connecticut
January 30, 1995

F-2

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN MILLIONS)

FOR THE YEARS ENDED DECEMBER 31,

1994 1993 1992
<S> <C> <C> <C>
REVENUES:
Premiums and other considerations $1,100 $ 747 $ 259
Net investment income 1,292 1,051 907
Net realized gains on investments 7 16 5
------ ------ ------
2,399 1,814 1,171

BENEFITS, CLAIMS AND EXPENSES:
Benefits, claims and claim
adjustment expenses 1,405 1,046 797
Amortization of deferred policy
acquisition costs 145 113 55
Dividends to policyholders 419 227 47
Other insurance expenses 227 210 138
------ ------ ------
2,196 1,596 1,037

INCOME BEFORE INCOME TAX AND
CUMULATIVE EFFECT OF CHANGES IN
ACCOUNTING PRINCIPLES 203 218 134
Income tax expense 65 75 45
------ ------ ------

INCOME BEFORE CUMULATIVE EFFECT OF
CHANGES IN ACCOUNTING PRINCIPLES 138 143 89

Cumulative effect of changes in
accounting principles net of tax benefit of $7 - - (13)
------ ------ ------

NET INCOME $ 138 $ 143 $ 76
------ ------ ------
------ ------ ------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

F-3

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
<TABLE>
<CAPTION>

AS OF DECEMBER 31,
1994 1993
-------- --------
<S> <C> <C>
ASSETS

Investments:
Fixed maturities, available for sale, at fair
value in 1994 and at amortized cost in 1993
(amortized cost, $14,464 in 1994; fair
value, $12,845 in 1993) $13,429 $12,597
Equity securities, at fair value 68 90
Mortgage loans, at outstanding principal balance 316 228
Policy loans, at outstanding balance 2,614 1,397
Other investments 107 40
------- -------
16,534 14,352

Cash 20 1
Premiums and amounts receivable 160 327
Reinsurance recoverable 5,466 5,532
Accrued investment income 378 241
Deferred policy acquisition costs 1,809 1,334
Deferred income tax 590 114
Other assets 83 101
Separate account assets 22,809 16,284
------- -------
$47,849 $38,286
------- -------
------- -------

LIABILITIES AND STOCKHOLDER'S EQUITY

Future policy benefits $1,890 $1,659
Other policyholder funds 21,328 18,234
Other liabilities 1,000 916
Separate account liabilities 22,809 16,284
------- -------
47,027 37,093

Common stock - authorized 1,000 shares, $5,690
par value, issued and outstanding 1,000 shares 6 6
Capital surplus 826 676
Unrealized losses on securities, net of tax (654) (5)
Retained earnings 644 516
------- -------
822 1,193
------- -------
$47,849 $38,286
------- -------
------- -------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

F-4

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(IN MILLIONS)

UNREALIZED
GAINS(LOSSES) TOTAL
COMMON CAPITAL ON RETAINED STOCKHOLDER'S
STOCK SURPLUS SECURITIES EARNINGS EQUITY
----- ------- ---------- -------- ------
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1991 $ 6 $ 439 $ 1 $ 297 $ 743
Net Income 76 76
Capital Contribution - 25 - - 25
Excess of assets over liabilities on
reinsurance assumed from affiliate - 34 - - 34
Change in unrealized losses on equity
securities, net of tax - - (1) - (1)
------ ------- ------- ------- -------
BALANCE, DECEMBER 31, 1992 6 498 0 373 877
------ ------- ------- ------- -------
Net Income - - - 143 143
Capital Contribution - 180 - - 180
Excess of assets over liabilities on
reinsurance assumed from affiliate - (2) - - (2)
Change in unrealized losses on equity
securities, net of tax - - (5) - (5)
------ ------- ------- ------- -------
BALANCE, DECEMBER 31, 1993 6 676 (5) 516 1,193
------ ------- ------- ------- -------
Net Income - - - 138 138
Capital Contribution - 150 - - 150
Dividends Paid - - - (10) (10)
Change in unrealized losses on securities,
net of tax * - - (649) - (649)
------ ------- ------- ------- -------
BALANCE, DECEMBER 31, 1994 $ 6 $ 826 $ (654) $ 644 $ 822
------ ------- ------- ------- -------
------ ------- ------- ------- -------
<FN>

* The 1994 change in unrealized losses on securities, net of tax, includes a
gain of $91 due to adoption of SFAS #115 as discussed in note 1b to the
consolidated financial statements.
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

F-5

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASHFLOW
(IN MILLIONS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES:
NET INCOME $ 138 $ 143 $ 76
Cumulative effect of accounting changes - - 13
Adjustments to net income:
Net realized investment gains before tax (7) (16) (5)
Net policyholder investment losses
(gains) before tax 5 (15) (15)
Net deferred policy acquisition costs (441) (292) (278)
Net amortization of premium (discount) on
fixed maturities 41 2 (16)
Deferred income tax benefits (128) (121) (14)
(Increase) decrease in premiums and
amounts receivable 10 (28) (14)
Increase in accrued investment income (106) (4) (116)
Decrease(increase) in other assets 101 (36) 88
Decrease(increase) in reinsurance
recoverable 75 (121) 0
Increase in liability for future policy
benefits 224 360 527
Increase in other liabilities 191 176 92
-------- --------- --------
CASH PROVIDED BY OPERATING ACTIVITIES 103 48 338
-------- --------- --------
INVESTING ACTIVITIES:
Purchases of fixed maturity investments (9,127) (12,406) (8,948)
Proceeds from sales of fixed maturity
investments 5,708 8,813 5,728
Maturities and principal paydowns of
long-term investments 1,931 2,596 1,207
Net purchases of other investments (1,338) (206) (106)
Net sales (purchases) of short-term
investments 135 (564) 221
-------- --------- --------
CASH USED FOR INVESTING ACTIVITIES (2,691) (1,767) (1,898)
-------- --------- --------
FINANCING ACTIVITIES:
Net receipts from investment and UL-type
contracts credited to policyholder account
balances 2,467 1,513 1,512
Capital contribution 150 180 25
Excess of assets over liabilities on
reinsurance assumed from affiliate - - 34
Dividends paid (10) - -
-------- --------- --------
CASH PROVIDED BY FINANCING
ACTIVITIES 2,607 1,693 1,571
-------- --------- --------
NET INCREASE(DECREASE) IN CASH 19 (26) 11
Cash at beginning of period 1 27 16
-------- --------- --------
CASH AT END OF PERIOD $ 20 $ 1 $ 27
-------- --------- --------
-------- --------- --------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

F-6

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN MILLIONS)

1. SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PRESENTATION:

These consolidated financial statements include Hartford Life
Insurance Company (the Company or HLIC) and its wholly-owned
subsidiaries, ITT Hartford Life and Annuity Company (ILA) and ITT
Hartford International Life Reassurance Corporation (HLR), formerly
American Skandia Life Reinsurance Corporation. HLIC is a wholly-owned
subsidiary of Hartford Life and Accident Insurance Company (HLA).
The Company is ultimately owned by Hartford Fire Insurance Company
(Hartford Fire), which is ultimately owned by ITT Hartford Group,
Inc., a subsidiary of ITT Corporation (ITT).

The consolidated financial statements are prepared in conformity with
generally accepted accounting principles which differ in certain
material respects from the accounting practices prescribed or
permitted by various insurance regulatory authorities.

Certain reclassifications have been made to prior year financial
statements to conform to current year classifications.

(B) CHANGES IN ACCOUNTING PRINCIPLES:

Effective January 1, 1992, the Company adopted 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", using the
immediate recognition method. Accordingly, a cumulative adjustment
(through December 31, 1991) of $7 after-tax has been recognized at
January 1, 1992.

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 fixed maturities
be classified as "held-to-maturity", "available-for-sale" or "trading"
based on the Company's intentions with respect to the ultimate
disposition of the security and its ability to 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 adjustment impacts Stockholder's Equity directly or
is reflected in the Consolidated Statements of Income. Investments in
equity securities had previously been recorded at fair value with the
corresponding impact included in Stockholder's Equity. Under SFAS No.
115, the Company's fixed maturities 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 "Unrealized Loss on Securities, Net of Tax."
As with the underlying investment security, unrealized 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 $91.

The Company's cash flows were not impacted by these changes in
accounting principles.

Revenues for universal life policies and investment products consist
of policy charges for the cost of insurance,

F-7

<PAGE>

policy administration and surrender charges assessed to policy account
balances. Premiums for traditional life insurance policies are
recognized as revenues when they are due from policyholders. Deferred
acquisition costs are amortized using the retrospective deposit method
for universal life and other types of contracts where the payment
pattern is irregular or surrender charges are a significant source of
profit and the prospective deposit method is used where investment
margins are the primary source of profit.

(D) 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, mortality and morbidity assumptions which vary by
plan, year of issue and policy durations and include a provision for
adverse deviation. Liabilities for universal life insurance and
investment products represent policy account balances before
applicable surrender charges.

(E) POLICYHOLDER REALIZED GAINS AND LOSSES:

Realized gains and losses on security transactions associated with the
Company's immediate participation guaranteed contracts are excluded
from revenues, 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) DEFERRED POLICY ACQUISITION COSTS:

Policy acquisition costs, including commissions and certain
underwriting expenses associated with acquiring traditional life
insurance products, are deferred and amortized over the lesser of the
estimated or actual contract life. For universal life insurance and
investment products, acquisition costs are being amortized generally
in proportion to the present value of expected gross profits from
surrender charges, investment, mortality and expense margins.

(G) INVESTMENTS:

Investments in fixed maturities are classified as available for sale
and accordingly reflected at fair value with the corresponding impact
of unrealized gains and losses, net of tax, included as a component of
stockholder's equity. Securities and derivative instruments,
including swaps, caps, floors, futures, forward commitments and
collars, are based on dealer quotes or quoted market prices for the
same or similar securities. While the Company has the ability and
intent to hold all fixed income securities until maturity, due to
contract obligations, interest rates and tax laws, portfolio activity
occurs. These trades are motivated by the need to optimally position
investment portfolios in reaction to movements in capital markets or
distribution of policyholder liabilities. When an other than temporary
reduction in the value of publicly traded securities occurs, the
decrease is reported as a realized loss and the carrying value is
adjusted accordingly. Real estate is carried at cost less accumulated
depreciation. Equity securities, which include common stocks, are
carried at market value with the after-tax difference from cost
reflected in stockholder's equity. Realized investment gains and
losses, after deducting life and pension policyholders share are
reported as a component of revenue and are determined on a specific
identification basis.

(H) DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses a variety of derivative financial instruments as part
of an overall risk management strategy. These instruments, including
swaps, caps, collars and exchange traded financial futures, are used
as a means of hedging exposure to price, foreign currency and/or
interest rate risk on planned investment purchases or existing assets
and liabilities. The Company does not hold or issue derivative
financial instruments for trading purposes. The Company's minimum
correlation threshold for hedge designation is 80%. If correlation,
which is assessed monthly and measured based on a rolling three month
average, falls below 80%, hedge accounting will be terminated. Gains
or losses on futures purchased in anticipation of the future receipt
of product cash flows are deferred and, at the time of the ultimate
purchase, reflected as a basis adjustment to the purchased asset.
Gains or losses on futures used in invested asset risk management are
deferred and adjusted into the basis of the hedged asset when the
contract is closed. The basis adjustments are amortized into
investment income over the remaining asset life.

F-8

<PAGE>

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 income statement as a component of
investment income.

The Company's accounting for interest rate swaps and purchased or
written caps, floors, and options used to manage risk is in accordance
with the concepts established in SFAS 80, "Accounting for Futures
Contracts", the American Institute of Certified Public Accountants
Statement of Position 86-2, "Accounting for Options" and various EITF
pronouncements, except for written options which are written in all
cases in conjunction with other assets and derivatives as part of an
overall risk management strategy. Such synthetic instruments are
accounted for as hedges. Derivatives, used as part of a risk
management strategy, must be designated at inception and have
consistency of terms between the synthetic instrument and the
financial instrument being replicated. Synthetic instrument
accounting, consistent with industry practice, provides that the
synthetic asset is accounted for like the financial instrument it is
intended to replicate. Interest rate swaps and purchased or written
caps, floors and options which fail to meet management criteria are
accounted for at fair market value with the impact reflected in net
income.

Interest rate swaps involve the periodic exchange of payments without
the exchange of underlying principal or notional amounts. Net
payments are recognized as an adjustment to income. Should the swap
be terminated, the gains or losses are adjusted into the basis of the
asset or liability and amortized over the remaining life. The basis
of the underlying asset or liability is adjusted to reflect changing
market conditions such as prepayment experience. Should the asset be
sold or liability terminated, the gains or losses on the terminated
position are immediately recognized in earnings. Interest rate swaps
purchased in anticipation of an asset purchase ("anticipatory
transaction") are recognized consistent with the underlying asset
components. That is, the settlement component is recognized in the
Statement of Income while the change in market is recognized as an
unrealized gain or loss.

Premiums paid on purchased floor or cap agreements and the premium
received on issued cap or floor agreements used for risk management,
as well as the net payments, 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.

Forward exchange contracts and foreign currency swaps are accounted
for in accordance with SFAS 52. Changes in the spot rate of
instruments designated as hedges of the net investment in a foreign
subsidiary are reflected in the cumulative translation adjustment
component of stockholder's equity.

(I) RELATED PARTY TRANSACTIONS:

Transactions of the Company with its parent and affiliates relate
principally to tax settlements, 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 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.

The rent paid to Hartford Fire for the space occupied by the Company
was $3 in 1994, 1993, and 1992 respectively. The Company expects to
pay rent of $3 in 1995, 1996, 1997,1998, and 1999 respectively and
$60 thereafter, over the contract life of the lease.

See also Note (4) for the related party coinsurance agreements.

F-9

<PAGE>

2. INVESTMENTS

(A) COMPONENTS OF NET INVESTMENT INCOME:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Interest income $1,247 $1,007 $894
Income from other investments 54 53 15
------ ------ ------
GROSS INVESTMENT INCOME 1,301 1,060 909
Less: investment expenses 9 9 2
------ ------ ------
NET INVESTMENT INCOME $1,292 $1,051 $907
------ ------ ------
------ ------ ------
</TABLE>

(B) UNREALIZED GAINS (LOSSES) ON EQUITY SECURITIES:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Gross unrealized gains $ 2 $ 3 $ 2
Gross unrealized losses (11) (11) (2)
Deferred income tax expense (benefit) (3) (3) 0
------ ------ ------
NET UNREALIZED LOSSES AFTER TAX (6) (5) 0
Balance at beginning of year (5) 0 1
------ ------ ------
CHANGE IN NET UNREALIZED LOSSES ON
EQUITY SECURITIES $ (1) $ (5) $(1)
------ ------ ------
------ ------ ------
</TABLE>

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Gross unrealized gains $ 150 $ 538 $ 521
Gross unrealized losses (1,185) (290) (302)
-------- ------ ------
NET UNREALIZED (LOSSES) GAINS (1,035) 248 219
Unrealized losses credited to policyholders 37 0 0
Deferred income tax expense (benefit) (350) 87 75
-------- ------ ------
NET UNREALIZED (LOSSES) GAINS AFTER TAX (648) 161 144
Balance at beginning of year 161 144 297
-------- ------ ------
CHANGE IN NET UNREALIZED (LOSSES)GAINS ON
FIXED MATURITIES $ (809) $ 17 $(153)
-------- ------ ------
-------- ------ ------
</TABLE>

(D) COMPONENTS OF NET REALIZED GAINS:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Fixed maturities $(34) $(12) $20
Equity securities (11) 0 3
Real estate and other 47 43 (3)
Less: (decrease)increase in liability
to policyholders for realized gains (5) 15 15
------ ------ ------
NET REALIZED GAINS $ 7 $ 16 $ 5
------ ------ ------
------ ------ ------
</TABLE>

F-10

<PAGE>

(E) DERIVATIVE INVESTMENTS:

A summary of investments, segregated by major category along with the
types of derivatives and their respective notional amounts, are as
follows as of December 31, 1994 :

<TABLE>
<CAPTION>
SUMMARY OF INVESTMENTS
AS OF DECEMBER 31, 1994
(CARRYING AMOUNTS)

ISSUED CAPS, PURCHASED
TOTAL CARRYING NON- FLOORS & CAPS, FLOORS FUTURES SWAPS
VALUE DERIVATIVE OPTIONS (B) & OPTIONS (C) (D) (F)
-------------- ---------- ------------ ------------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Asset Backed Securities $5,670 $5,690 $(31) $24 $0 $(13)
Inverse Floaters (A) 474 482 (9) 4 0 (3)
Anticipatory (E) (30) 0 0 2 0 (32)
-------- ------- ------ ------ ------ ------
TOTAL ASSET BACKED SECURITIES 6,114 6,172 (40) 30 0 (48)

Other Bonds and Notes 6,533 6,606 0 0 0 (73)

Short-Term Investments 782 782 0 0 0 0
-------- ------- ------ ------ ------ ------
TOTAL FIXED MATURITIES 13,429 13,560 (40) 30 0 (121)

Other Investments 3,105 3,105 0 0 0 0
-------- ------- ------ ------ ------ ------

TOTAL INVESTMENTS $16,534 $16,665 $(40) $30 $0 $(121)
-------- ------- ------ ------ ------ ------
-------- ------- ------ ------ ------ ------
</TABLE>

SUMMARY OF INVESTMENTS IN DERIVATIVES
AS OF DECEMBER 31, 1994
(NOTIONAL AMOUNTS)

<TABLE>
<CAPTION>
ISSUED CAPS, PURCHASED
TOTAL NOTIONAL FLOORS, & CAPS, FLOORS, FUTURES SWAPS
AMOUNT OPTIONS (B) & OPTIONS (C) (D) (F)
-------------- ------------ ------------- -------- ------
<S> <C> <C> <C> <C> <C>
Asset Backed Securities $4,244 $1,311 $2,546 $75 $312
Inverse Floaters (A) 1,129 277 63 3 786
Anticipatory (E) 835 0 209 101 525
------- ------- ------- ------- -------
TOTAL ASSET BACKED 6,208 1,588 2,818 179 1,623

Other Bonds and Notes 670 0 72 74 524

Short-Term Investments 0 0 0 0 0
------- ------- ------- ------- -------
TOTAL FIXED MATURITIES 6,878 1,588 2,890 253 2,147

Other Investments 16 0 3 0 13
------- ------- ------- ------- -------

TOTAL INVESTMENTS $6,894 $1,588 $2,893 $253 $2,160
------- ------- ------- ------- -------
------- ------- ------- ------- -------
</TABLE>

F-11

<PAGE>

A summary of the notional and fair value of derivatives with off Balance Sheet
risk as of December 31, 1993 is as follows:

ISSUED SWAPS, CAPS
FLOORS AND COLLARS FUTURES FORWARDS TOTAL
------------------ ------- -------- -----
<S> <C> <C> <C> <C>
Notional $7,015 $1,792 $91 $8,898
Fair Value $(4) $0 $1 $(3)
</TABLE>

(A) Inverse floaters, which are variations of CMO's for which the coupon
rates move inversely with an index rate (e.g. 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 issued floors.

(B) Comprised primarily of caps ($1,459) with a weighted average strike
rate of 7.7% (ranging from 6.8% to 10.2%). Over 70% mature in 1997
and 1998. Issued floors total $125 with a weighted average strike
rate of 8.3% and mature in 2004.

(C) Comprised of purchased floors ($1,856), purchased options and collars
($633) and purchased caps ($404). The floors have a weighted average
strike price of 5.8% (ranging from 4.8% and 6.6%) and over 85% mature
in 1997 and 1998. The options and collars generally mature in 1995
and 2002. The caps have a weighted average strike price of 7.2%
(ranging from 4.5% and 8.9%) and over 66% mature in 1997 through
1999.

(D) Over 95% of futures contracts expire before December 31, 1995.

(E) 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, 1994,
these were $(33) million in net deferred losses for futures, interest
rate swaps and purchased options.

(F) The following table summarizes the maturities of interest rate and
foreign currency swaps outstanding at December 31, 1994 and the
related weighted average interest pay rate or receive rate assuming
current market conditions:

MATURITY OF SWAPS ON INVESTMENTS AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>

MATURITY
DERIVATIVE TYPE 1995 1996 1997 1998 1999 2000+ TOTAL LAST
--------------- ---- ---- ---- ---- ---- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST RATE SWAPS:
PAY FIXED/RECEIVE VARIABLE:
Notional Value $0 $15 $50 $0 $446 $268 $779 2004
Weighted Average Pay Rate 0.0% 5.0% 7.2% 0.0% 8.2% 7.8% 7.9%
Weighted Average Receive Rate 0.0% 6.4% 5.7% 0.0% 7.5% 6.5% 7.0%
PAY VARIABLE/RECEIVE FIXED:
Notional Value $311 $50 $100 $25 $175 $100 $761 2002
Weighted Average Pay Rate 5.1% 5.3% 5.5% 5.3% 5.4% 6.0% 5.4%
Weighted Average Receive Rate 8.0% 8.0% 7.5% 4.0% 4.5% 7.2% 6.9%
PAY VARIABLE/RECEIVE DIFFERENT VARIABLE:
Notional Value $95 $50 $18 $15 $5 $232 $415 2005
Weighted Average Pay Rate 4.2% 6.4% 6.8% 6.2% 0.0% 6.0% 5.7%
Weighted Average Receive Rate 9.1% 6.3% 9.5% 6.4% 0.0% 6.3% 7.1%
TOTAL INTEREST RATE SWAPS $406 $115 $168 $40 $626 $600 $1,955 2004
Total Weighted Average Pay Rate 4.9% 5.7% 6.1% 5.6% 7.4% 6.8% 6.5%
Total Weighted Average Receive Rate 8.2% 7.1% 7.2% 4.9% 6.7% 6.5% 7.0%
FOREIGN CURRENCY SWAPS $35 $46 $29 $15 $10 $70 $205 2002
TOTAL SWAPS $441 $161 $197 $55 $636 $670 $2,160 2005
</TABLE>

F-12

<PAGE>

In addition to risk management through derivative financial
instruments pertaining to the investment portfolio, interest rate
sensitivity related to certain Company 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 $1.7 billion and $1.3
billion at December 31, 1994 and 1993 respectively. The weighted
average pay rate is 6.2%; the weighted average receive rate is 6.6% ,
and these agreements mature at various times through 2004.

(F) CONCENTRATION OF CREDIT RISK:
The Company has a reinsurance recoverable of $4.4 billion from
Mutual Benefit Life Assurance Corporation (Mutual Benefit). 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. Excluding investments in U.S.
government and agencies, the Company has no other significant
concentrations of credit risk.

The Company currently owns $39.2 million par value of Orange County,
California Pension Obligation Bonds, $17.1 million of which it
continues to carry as available for sale under FASB 115 and $22.1
million which are included in the Separate Account Assets. While
Orange County is currently operating under Protection of Chapter 9 of
the Federal Bankruptcy Laws, the Company believes it is probable that
it will collect all amounts due under the contractual terms of the
bonds and that the bonds are not permanently or other than temporarily
impaired.

As of December 31, 1994 the Company owned $66.1 million of Mexican
bonds, $52.3 million of which are payable in Mexican pesos but are
fully hedged back to U.S. dollars, and $13.8 million of U.S. Dollar
Denomination Mexican bonds. The primary risks associated with these
securities is a default by the Mexican government or imposition of
currency controls that prevent conversion of Mexican pesos to U.S.
dollars. The Company believes both of these risks are remote.

(G) FIXED MATURITIES:
The schedule below details the amortized cost and fair values of the
Company's fixed maturities by component, along with the gross
unrealized gains and losses:

1994
----
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
--------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. Government and government
agencies and authorities:
- - guaranteed and sponsored $1,516 $1 $(87) $1,430
- - guaranteed and sponsored
- asset backed 4,256 78 (571) 3,763
States, municipalities and
political subdivisions 148 1 (12) 137
International governments 189 1 (14) 176
Public utilities 531 1 (32) 500
All other corporate 3,717 38 (297) 3,458
All other corporate
- asset backed 2,442 30 (121) 2,351
Short-term investments 1,665 0 (51) 1,614
------- ----- -------- -------
TOTAL $14,464 $150 $(1,185) $13,429
------- ----- -------- -------
------- ----- -------- -------
</TABLE>

F-13

1993
----
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 $ 1,637 $ 15 $ (12) $ 1,640
- - guaranteed and sponsored
- asset backed 4,070 235 (219) 4,086
States, municipalities and
political subdivisions 73 9 0 82
International governments 100 5 (3) 102
Public utilities 423 20 (2) 441
All other corporate 3,598 180 (42) 3,736
All other corporate
- asset backed 1,806 74 (12) 1,868
Short-term investments 890 0 0 890
-------- ------- -------- --------
TOTAL $12,597 $ 538 $ (290) $12,845

-------- ------- -------- --------
-------- ------- -------- --------
</TABLE>

The amortized cost and estimated fair value of fixed maturity
investments at December 31, 1994, by maturity, are shown below. Asset
backed securities 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. Expected maturities differ from
contractual maturities reflecting the borrowers' rights to call or
prepay their obligations.

AMORTIZED COST ESTIMATED FAIR VALUE
-------------- --------------------
MATURITY
- --------
<S> <C> <C>
Due in one year or less $ 2,214 $ 2,183
Due after one year through five years 7,000 6,647
Due after five years through ten years 3,678 3,334
Due after ten years 1,572 1,265
--------- ---------
$14,464 $13,429
--------- ---------
--------- ---------
</TABLE>

Sales of fixed maturities excluding short-term fixed maturities for
the years ended 1994, 1993, and 1992 resulted in proceeds of $5,708,
$8,813, and $5,728, respectively, resulting in gross realized gains of
$71, $192, and $140, and gross realized losses of $100, $219, and
$135, respectively, not including policyholder gains and losses.
Sales of equity securities and other investments for the years ended
December 31, 1994, 1993, and 1992 resulted in proceeds of $159, $127
and $7, respectively, resulting in gross realized gains of $3, $0, and
$3, and gross realized losses of $14, $0, and $0, respectively, not
including policyholder gains and losses.

F-14

<PAGE>

(H) FAIR VALUE OF FINANCIAL INSTRUMENTS NOT DISCLOSED ELSEWHERE :

BALANCE SHEET ITEMS:

1994 1993
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- ------ -------- ------
<S> <C> <C> <C> <C>
ASSETS
Other invested assets:
Policy loans $2,614 $2,614 $1,397 $1,397
Mortgage loans 316 316 228 228
Investments in partnership
and trusts 36 42 14 34
Miscellaneous 67 67 22 63

LIABILITIES
Other policy claims and
benefits $13,001 $12,374 $11,140 $11,415
</TABLE>

The following methods and assumptions were used to estimate the fair
value of each class of financial instrument:policy and mortgage loan
carrying amounts approximate fair value; investments in partnerships
and trusts are based on external market valuations from partnership
and trust management; and other policy claims and benefits payable are
determined by estimating future cash flows discounted at the current
market rate.

3. INCOME TAX

The Company is included in ITT's consolidated U.S. Federal income tax
return and remits to (receives from) ITT a current income tax
provision (benefit) computed in accordance with the tax sharing
arrangements between ITTand its insurance subsidiaries. The
effective tax rate was 32% in 1994, and approximates the U.S.
statutory tax rates of 35% in 1993 and 34% in 1992. The provision for
income taxes was as follows:

<TABLE>
<CAPTION>
INCOME TAX EXPENSE:
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Current $185 $ $ 190 $ $ 124
Deferred (120) (115) (79)
------- -------- --------
$ 65 $ $ 75 $ $ 45
------- -------- --------
------- -------- --------
</TABLE>

F-15

<PAGE>

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
TAX PROVISION AT U.S. STATUTORY RATE $71 $76 $46
Tax-exempt income (3) 0 0
Foreign tax credit (1) 0 0
Other (2) (1) (1)
----- ----- -----
PROVISION FOR INCOME TAX $ 65 $75 $45
----- ----- -----
----- ----- -----
</TABLE>

Income taxes paid were $ 244 , $301 and $36 in 1994, 1993, and 1992
respectively. The current taxes due from or (to) Hartford Fire were $46,
and $19 in 1994 and 1993 respectively.

Deferred tax assets include the following:

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Tax deferred acquisition cost $284 $158
Book deferred acquisition costs and reserves (134) (30)
Employee benefits 7 7
Unrealized loss on "available for sale"
securities 353 3
Investments and other 80 (24)
------- -------
$590 $114
------- -------
------- -------
</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 these situations, 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, 1994 was $24.

4. 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
substantially reinsured to affiliated companies.

Life insurance net retained premiums were comprised of the following:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Gross premiums $1,316 $1,135 $680
Reinsurance assumed 299 93 30
Reinsurance ceded 515 481 451
------- ------- -----
NET RETAINED PREMIUMS $1,100 $747 $259
------- ------- -----
------- ------- -----
</TABLE>

F-16

<PAGE>

Life reinsurance recoveries, which reduced death and other benefits, for
the years ended December 31, 1994, 1993 and 1992 approximated $164, $149,
and $73, respectively.

In December 1994, the Company assumed from a third party approximately
$500 million of corporate owned life insurance reserves on a coinsurance
basis. Also in December 1994, ILA ceded to ITT Lyndon Insurance Company
$1 billion in individual fixed and variable annuities on a modified
coinsurance basis. These transactions did not have a material impact on
consolidated net income.

In October 1994, HLR recaptured approximately $500 million of corporate
owned life insurance from a third party reinsurer. Subsequent to this
transaction, HLIC and HLR restructured their coinsurance agreement from
coinsurance to modified coinsurance, with the assets and policy liabilities
placed in the separate account. In May 1994, HLIC assumed and reinsured
the life insurance policies and the individual annuities of Pacific
Standard with reserves and account values of approximately $400 million.
The Company received cash and investment grade assets to support the life
insurance and individual annuity contract obligations assumed.

In June 1993, the Company assumed and partially reinsured the annuity, life
and accident and sickness insurance policies of Fidelity Bankers Life
Insurance Company in Receivership for Conservation and Rehabilitation, with
account values of $3.2 billion. The Company received cash and investment
grade assets to assume insurance and annuity contract obligations.
Substantially all of these contracts were placed in the Company's separate
accounts.

In November 1993, ILA acquired, through an assumption reinsurance
transaction, substantially all of the individual fixed and variable annuity
business of HLA. As a result of this transaction, the assets and
liabilities of the company increased approximately $1 billion. The excess
of liabilities assumed over assets received, of $2, was recorded as a
decrease to capital surplus. The impact on consolidated net income was not
significant.

On November 4, 1992, the Company entered into a definitive agreement
whereby the Company assumed the contract obligations of Mutual Benefit Life
Assurance Corporation's (Mutual Benefit) individual corporate owned life
insurance (COLI) contracts. The Company received $5.6 billion in cash and
invested assets, $5.3 billion of which were policy loans, from Mutual
Benefit for assuming the contract obligations. Simultaneously, the Company
coinsured approximately 84% of the contract obligations back to Mutual
Benefit, HLR and an unaffiliated reinsurer. In August 1993, the Company
received assets of $300 million for assuming the group COLI contract
obligations of Mutual Benefit, through an assumption reinsurance
transaction. Under the terms of the agreement, the Company coinsured back
75% of the liabilities to Mutual Benefit. All assets supporting Mutual
Benefit's reinsurance liability to HLIC are placed in a "security trust",
with Hartford Life as the sole beneficiary. The impact on 1992
consolidated net income was not significant.

In 1992, all ordinary individual life insurance written and in force in
HLA was assumed by HLIC. As a result of this transaction, the assets of
HLIC increased by approximately $437, liabilities increased approximately
$403. The excess of assets over liabilities of $34 was recorded as an
increase in capital.

5. 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 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 $2, $3
and $2 in 1994, 1993 and 1992, respectively.

The Company provides 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.
Effective January 1, 1992, the Company adopted SFAS No. 106, using the
immediate recognition method for all benefits accumulated to date. As of
June 1992, the Company amended its plans, effective January 1, 1993,
whereby 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 amendments increased deductibles and set a defined dollar cap which

F-17

<PAGE>

limits average company contributions. The effect of these changes is not
material. 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 Hartford Fire, was $1, $1,
and $1, for 1994, 1993, and 1992 respectively.

The assumed rate of future increases in the per capita cost of health care
(the health care trendrate) was 11% for 1994, decreasing ratably to 6 %
in the year 2001. Increasing the health care trend rates by one percent
per year would have an immaterial impact on the accumulated postretirement
benefit obligation and the annual expense. The assumed weighted average
discount rate was 8.5%. 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.

6. BUSINESS SEGMENT INFORMATION

The reportable segments and product groups of HLIC and its subsidiaries are:
INDIVIDUAL LIFE AND ANNUITIES (ILAD)
- -Individual life
- -Fixed and variable retirement annuities

ASSET MANAGEMENT SERVICES (AMS)
- -Group Pension Plans products and services
- -Deferred Compensation Plans products and services
- -Structured Settlements and lottery annuities

SPECIALTY
- -Corporate Owned Life Insurance (COLI) and HLR

1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
REVENUES:
ILAD $691 $595 $305
AMS 789 794 770
Specialty 919 425 96
------- ------- -------
$2,399 $1,814 $1,171
------- ------- -------
------- ------- -------
INCOME BEFORE INCOME TAX:
ILAD $139 $129 $73
AMS 38 71 56
Specialty 26 18 5
------- ------- -------
$203 $218 $134
------- ------- -------
------- ------- -------
IDENTIFIABLE ASSETS:
ILAD $26,668 $19,147 $9,474
AMS 13,334 12,416 11,198
Specialty 7,847 6,723 5,910
------- ------- -------
$47,849 $ 38,286 $ 26,582
------- ------- -------
------- ------- -------
</TABLE>

7. STATUTORY NET INCOME AND SURPLUS

Substantially all of the statutory surplus is permanently reinvested or is
subject to dividend restrictions relating to various state regulations
which limit the payment of dividends without prior approval.

Statutory net income and surplus as of December 31 were:

F-18

<PAGE>

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Statutory net income $58 $63 $65

Statutory surplus $941 $812 $614
</TABLE>

The Company prepares its statutory financial statements in accordance with
accounting practices prescribed by the State of Connecticut Insurance
Department. Prescribed statutory accounting practices include publications
of the National Association of Insurance Commissioners ("NAIC"), as well as
state laws, regulations, and general administrative rules.

8. SEPARATE ACCOUNTS:

The Company maintains separate account assets and liabilities totaling
$22.8 billion and $16.3 billion at December 31, 1994 and 1993, respectively
which are reported at fair value. Separate account assets are segregated
from other investments and are not subject to claims that arise out of any
other business of the Company. Investment income and gains and losses of
separate accounts accrue directly to the policyholder. Separate accounts
reflect two categories of risk assumption: non-guaranteed separate
accounts totaling $14.8 billion and $11.5 billion at December 31, 1994 and
1993, respectively, wherein the policyholder assumes the investment risk,
and guaranteed separate account assets totaling $8.0 billion and $4.8
billion at December 31, 1994 and 1993, respectively, wherein the Company
contractually guarantees either a minimum return or account value to the
policyholder. Investment income (including investment gains and losses) on
separate account assets are not reflected in the Consolidated Statements of
Income. Separate account management fees, net of minimum guarantees, were
$256, $189, and $92, in 1994, 1993, and 1992, respectively.

The guaranteed separate accounts include modified guaranteed individual
annuity, and modified guaranteed life insurance. The average credit
interest rate on these contracts is 6.44%. The assets that support these
liabilities are comprised of $7.5 billion in bonds and $.5 billion in
policy loans. 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 which total $(16.2) million in carrying value and $3.2 billion
in notional amounts.

9. COMMITMENTS AND CONTINGENCIES

In August 1994, HLIC renewed a two year note purchase facility agreement
which in certain instances obligates the Company to purchase up to $100
million in collateralized notes from a third party. The Company is
receiving fees for this commitment. At December 31, 1994, the Company has
not purchased any notes under this agreement.

In March 1987, HLIC guaranteed the commercial mortgages (principal and
accrued interest) that were sold under a pooling and servicing agreement of
the same date. Mortgages aggregating approximately $53.0million were sold
in this transaction, and the remaining balance on these loans is $21.1
million. There was no impact on operations due to this guarantee.

Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed up to prescribed limits for policyholder losses
incurred by insolvent companies. The amount of any future assessments on
HLIC under these laws cannot be reasonably estimated. Most of these laws
do provide, however, that an assessment may be excused or deferred if it
would threaten an insurer's own financial strength. Additionally, guaranty
fund assessments are used to reduce state premium taxes paid by the Company
in certain states.

The Company is involved in various legal actions, some of which involve
claims for substantial amounts. In the opinion of management the ultimate
liability with respect to such lawsuits, as well as other contingencies, is
not considered material in relation to the consolidated financial position
of the Company.

F-19

<PAGE>
APPENDIX A
MARKET VALUE ADJUSTMENT

The formula which will be used to determine the Market Value Adjustment is:

(1 + I) (N/12)
-----------
(1 + J)

<TABLE>
<C> <S>
I = The Guarantee Rate in effect for the Current Guarantee Period (expressed as a decimal, e.g., 1%
= .01).
J = The Current Rate plus 0.25% (expressed as a decimal, e.g., 1% = .01) in effect for durations
equal to the number of years remaining in the current Guarantee Period (years are rounded to the
next highest number of years). If not available, the Company will utilize a rate equal to the
most recent Moody's Corporate Bond Yield Average--Monthly Average Corporates for the applicable
duration plus 0.25% as published by Moody's Investors Service, Inc.
N = The number of complete months from the surrender date to the end of the current Guarantee
Period.
</TABLE>

<TABLE>
<S> <C>
EXAMPLE OF MARKET VALUE ADJUSTMENT

Beginning Account Value: $50,000
Guarantee Period: 5 Years
Guarantee Rate: 7.5% per annum
Full Surrender: Middle of Certificate Year 3
EXAMPLE 1:
Gross Surrender Value at middle of
Certificate Year 3 = 50,000 (1.075)2.5 = 59,908.86
Net Surrender Value at middle of = [59,908.86]
Certificate Year 3 X Market Value Adjustment
Market Value Adjustment
I = .075
J = .08
N = 30
Market Value Adjustment = [(1 + I)/(1 + J)]N/12
= (1.075/1.08)30/12
= 0.988466
Net Surrender Value at middle of
Certificate Year 3 = $59,908.86 X 0.988466
= $59,217.87
EXAMPLE OF MARKET VALUE ADJUSTMENT
Beginning Account Value: $50,000
Guarantee Period: 5 Years
Guarantee Rate: 7.5% per annum
Full Surrender: Middle of Certificate Year 3
EXAMPLE 2:
Gross Surrender Value at middle of
Certificate Year 3 = 50,000 (1.075) 2.5 = 59,908.86
Net Surrender Value at middle of
Certificate Year 3 = [59,908.86]
X Market Value Adjustment
</TABLE>

26
<PAGE>

<TABLE>
<S> <C>
Market Value Adjustment
I = .075
J = .07
N = 30
Market Value Adjustment = [(1 + I)/(1 + J)]N/12
= (1.075/1.07)30/12
= 1.011723
Net Surrender Value at middle of
Certificate Year 3 = $59,908.86 X 1.011723
= $60,611.18
</TABLE>

27
<PAGE>
PRINCIPAL UNDERWRITER
Hartford Equity Sales Company, Inc. (HESCO)
Hartford Plaza, Hartford, CT 06115
HARTFORD
INDEPENDENT AUDITORS FOR HARTFORD
LIFE INSURANCE COMPANY
Arthur Andersen & Co.
LIFE INSURANCE
Hartford, Connecticut 06103
INSURER
COMPANY
Hartford Life Insurance Company
Executive Offices: P.O. Box 2999
Hartford, CT 06104-2999

MAY 1, 1995

Group Deferred Annuity Contracts

HV-1950-5 LOGO

HARTFORD LIFE INSURANCE COMPANY
BULK RATE
P.O. BOX 2999, HARTFORD, CT 06104-2999
U.S. POSTAGE
PAID
PERMIT NO. 1
HARTFORD, CONN.
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Not applicable.

Item 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article VIII, Section 1 of the By-laws of Hartford Life Insurance Company
provides for indemnification of Directors and Officers as follows:

"Section 1. The Company shall indemnify and hold harmless each Director
and Officer now or hereafter serving the Company, whether or not then in
office, from and against any and all claims and liabilities to which he may
be or become subject by reason of his being or having been a Director or
Officer of the Company, or of any other company which he serves as a
Director or Officer at the request of the Company, to the extent such is
consistent with statutory provisions pertaining to indemnification, and
shall provide such further indemnification for legal and/or all other
expenses reasonably incurred in connection with defending against such
claims and liabilities as is consistent with statutory requirements."

Item 15. RECENT SALES OF UNREGISTERED SECURITIES.

Not applicable.

Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit
Number Description Method of Filing
------ ----------- ----------------

1 Underwriting Agreement Filed with this Registration
Statement

3(a) Articles of Incorporation Filed with this Registration
Statement

3(b) By-laws Filed with this Registration
Statement

4(a) and (b) Group Annuity Contract - Filed with this Registration
Nonqualified and Qualified Statement

4(b) and (b) Individual Certificate - Filed with this Registration
Group Annuity Certificate/ Statement
Nonqualified and Qualified

5 Opinion re: legality Filed with this Registration
Statement
<PAGE>
-2-

23 Consents of experts Filed with this Registration
Statement

Financial Statement Filed with this Registration
Schedules Statement

Item 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;

iii. To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement, including (but not limited to) any
addition or deletion of a managing underwriter;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-1, Form S-3
or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registration pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and where applicable, each filing of
an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered
<PAGE>
-3-

therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.

(c) 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 foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hartford, State of
Connecticut on this 5th day of April, 1995.

HARTFORD LIFE INSURANCE COMPANY

*By: *By: /s/ Rodney J. Vessels
------------------------------ --------------------------
John P. Ginnetti, Senior Vice President Rodney J. Vessels
Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

Donald R. Frahm
Chairman and Chief
Executive Officer, Director *

John P. Ginnetti, Senior Vice
President, Director *

Larry K. Lance, Executive
Vice President, Director *

David J. McDonald, Senior
Vice President, Director *

Lowndes A. Smith *By: /s/ Rodney J. Vessels
President, Chief ------------------------------
Operating Officer, Rodney J. Vessels
Director * Attorney-in-Fact

Donald J. Znamierowski
Vice President
Comptroller, Director * Dated: 4/5/95
----------------------------

Michael S. Wilder, Secretary,
Director *

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE 1 - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN AFFILIATES
DECEMBER 31, 1994
(IN MILLIONS)

<TABLE>
<CAPTION>
AMOUNT
SHOWN ON
BALANCE
TYPE OF INVESTMENT COST FAIR VALUE SHEET
------------------ ---------- ---------- ----------
<S> <C> <C> <C>
FIXED MATURITIES

BONDS

U.S. Government and government agencies
and authorities:

- guaranteed and sponsored $ 1,516 $ 1,429 $ 1,429

- guaranteed and sponsored - asset backed 4,256 3,763 3,763

States, municipalities and political subdivisions 148 137 137

International governments 189 176 176

Public utilities 531 500 500

All other corporate 3,717 3,458 3,458

All other corporate - asset backed 2,442 2,350 2,350

Short-term investments 1,665 1,616 1,616
------ ------ ------

TOTAL FIXED MATURITIES 14,464 13,429 13,429

EQUITY SECURITIES

Common Stocks - industrial, miscellaneous and all other 76 68 68
------ ------ ------

TOTAL FIXED MATURITIES AND EQUITY SECURITIES 14,540 13,497 13,497

Policy loans 2,614 2,614 2,614

Mortgage loans 316 316 316

Other investments 103 109 107
------ ------ ------

TOTAL INVESTMENTS $ 17,573 $ 16,536 $ 16,534
------ ------ ------
------ ------ ------
</TABLE>

Note: Fair values for stocks and bonds approximate those quotations published
by applicable stock exchanges or are received from other reliable
sources. The fair value for short - term investments approximates
cost.

Policy and mortgage loan carrying amounts approximate fair value.

S-1
<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
(IN MILLIONS)

<TABLE>
<CAPTION>
BENEFITS, AMORTIZ-
CLAIMS ATION OF
AND CLAIM DEFERRED
DEFERRED FUTURE OTHER PREMIUMS NET ADJUST- POLICY OTHER
POLICY POLICY POLICYHOL- AND OTHER INVESTMENT MENT ACQUISI- INSURANCE
ACQUISITION BENEFITS DER FUNDS CONSIDERA- INCOME EXPENSES TION EXPENSES
SEGMENT COSTS * * TIONS (1) (2) COSTS (3)
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Year ended
December 31,
1994
- -------------

I LAD $ 1,708 $ 582 $ 4,257 $ 492 $ 199 $ 334 $ 137 $ 80
AMS 101 845 10,160 39 750 695 8 48
SPECIALTY 0 463 6,911 569 350 376 0 518
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
$ 1,809 $ 1,890 $ 21,328 $ 1,100 $ 1,299 $ 1,405 $ 145 $ 646
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Year ended
December 31,
1993
- -------------

I LAD $ 1,237 $ 428 $ 3,535 $ 423 $ 172 $ 249 $ 97 $ 120
AMS 97 703 9,026 35 759 662 16 45
SPECIALTY 0 528 5,673 289 136 135 0 272
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
$ 1,334 $ 1,659 $ 18,234 $ 747 $ 1,067 $ 1,046 $ 113 $ 437
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Year ended
December 31,
1992
- -------------

I LAD $ 698 $ 1,115 $ 1,004 $ 175 $ 127 $ 104 $ 49 $ 79
AMS 101 583 8,256 27 743 657 6 51
SPECIALTY 0 46 5,822 54 42 36 0 55
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

$ 799 $ 1,744 $ 15,082 $ 256 $ 912 $ 797 $ 55 $ 185
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<FN>
(*) As Restated

(1) Investment income is allocated to the segments based on each segment's
share of investable funds or on a direct basis, where applicable, including
realized capital gains and losses.

(2) Benefits, claims and claim adjustment expenses includes the increase in
liability for future policy benefits and death, disability and other
contract benefit payments.

(3) Other insurance expenses are allocated to the segments based on specific
identification, where possible, and related activities, including dividends
to policyholders.
</TABLE>

S-2
<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE IV - REINSURANCE
(IN MILLIONS)

PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1994

LIFE INSURANCE IN FORCE $ 136,929 $ 87,553 $ 35,016 $ 84,392 41.5%
--------- --------- --------- ---------

Premiums and other considerations
ILAD $ 448 $ 71 $ 106 $ 483 22.0%
AMS 39 0 0 39 0.0%
Specialty 521 140 188 569 33.0%
Accident and Health 308 304 5 9 55.6%
--------- --------- --------- ---------
TOTAL $ 1,316 515 299 1,100 27.2%
--------- --------- --------- ---------
--------- --------- --------- ---------

YEAR ENDED DECEMBER 31, 1993

LIFE INSURANCE IN FORCE $ 93,099 $ 71,415 $ 27,067 $ 48,751 55.5%
--------- --------- --------- ---------

Premiums and other considerations
ILAD $ 417 $ 85 $ 91 $ 423 21.5%
AMS 25 0 0 25 0.0%
Specialty 386 97 0 289 0.0%
Accident and Health 307 299 2 10 20.0%
--------- --------- --------- ---------
TOTAL $ 1,135 $ 481 $ 93 $ 747 12.4%
--------- --------- --------- ---------
--------- --------- --------- ---------

YEAR ENDED DECEMBER 31, 1992

LIFE INSURANCE IN FORCE $ 44,661 $ 64,207 $ 51,430 $ 31,884 161.3%
--------- ---------

Premiums and other considerations
ILAD $ 208 $ 71 $ 27 $ 164 16.5%
AMS 27 0 0 27 0.0%
Specialty 153 99 0 54 0.0%
Accident and Health 292 281 3 14 21.4%
--------- --------- --------- ---------
TOTAL $ 680 $ 451 $ 30 $ 259 37.9%
--------- --------- --------- ---------
</TABLE>

S-3

<PAGE>
SPECIMEN

PRINCIPAL UNDERWRITER AGREEMENT

THIS AGREEMENT, dated as of the 16th day of May, 1994, made by and between
HARTFORD LIFE INSURANCE COMPANY ("HLIC"), a corporation organized and existing
under the laws of the State of Connecticut, and HARTFORD EQUITY SALES COMPANY,
INC. ("HESCO"), a corporation organized and existing under the laws of the
State of Connecticut,

WITNESSETH:

WHEREAS, the Board of Directors of HLIC has registered interests in an
individual and group annuity Contract, designated Current Rate Compounding
Annuity Contract (referred to as the "Contract") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended; and

WHEREAS, HESCO has previously agreed to act as distributor in connection with
offers and sales of the Contract under the terms and conditions set forth in
this Distribution Agreement.

NOW THEREFORE, in consideration of the mutual agreements made herein, the
Sponsor and HESCO agree as follows:

HESCO'S DUTIES

1. HESCO, as principal underwriter for the Contract, will use its best efforts
to effect offers and sales of the Contract through broker-dealers that are
members of the National Association of Securities Dealers, Inc. and whose
registered representatives are duly licensed as insurance agents of HLIC.
HESCO is responsible for compliance with all applicable requirements of the
Securities Act of 1933, as amended, and the rules and regulations
thereunder, and all other applicable laws, rules and regulations relating
to the sales and distribution of the Contract, the need for which arises
out of its duties as principal underwriter of said Contract.

2. HESCO agrees that it will not use any Prospectus, sales literature, or any
other printed matter or material or offer for sale or sell the Contract if
any of the foregoing in any way represent the duties, obligations, or
liabilities of HLIC as being greater than, or different from, such duties,
obligations and liabilities as are set forth in this Agreement, as it may
be amended from time to time.
<PAGE>
3. HESCO agrees that it will utilize the then currently effective Prospectus
relating to the Contract in connection with its selling efforts.

As to the other types of sales material, HESCO agrees that it will use only
sales materials which conform to the requirements of federal and state
insurance laws and regulations and which have been filed, where necessary,
with the appropriate regulatory authorities.

4. HESCO agrees that it or its duly designated agent shall maintain records as
required by the Securities and Exchange Act of 1934, as amended.

5. HESCO's services pursuant to this Agreement shall not be deemed to be
exclusive, and it may also render similar services and act as an
underwriter, distributor, or dealer for other companies in the offering of
their shares.

6. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties hereunder on the part of
HESCO, HESCO shall not be subject to liability to any Contract Owner or
party in interest under a Contract for any act or omission in the course,
or connected with, rendering services hereunder.

II.

1. HLIC reserves the right at any time to suspend or limit the public offering
of the Contract upon thirty days' written notice to HESCO, except where the
notice period may be shortened because of legal action taken by any
regulatory agency.

2. HLIC agrees to advise HESCO immediately:

(a) Of any request by the Securities and Exchange Commission for amendment
of its Securities Act registration statement or for additional
information;

(b) Of the issuance by the Securities and Exchange Commission of any stop
order suspending the effectiveness of the Securities Act registration
statement relating to units of interest issued with respect to the
Contract or of the initiation of any proceeding for that purpose;

(c) Of the happening of any material event, if known, which makes untrue
any statement in said Securities Act registration statement or which
requires change therein in order to make any statement therein not
misleading.

HLIC will furnish to HESCO such information with respect to the
Contract in such form and signed by such of its officers and directors
as HESCO may reasonably
<PAGE>
request and will warrant that the statements therein contained when so
signed will be true and correct. HLIC will also furnish, from time to
time, such additional information regarding HLIC's financial condition
as HESCO may reasonably request.

III.

COMPENSATION

For providing the principal underwriting functions on behalf of HLIC, HESCO
shall be entitled to receive compensation as agreed upon from time to time by
HLIC and HESCO.

IV.

RESIGNATION AND REMOVAL OF
PRINCIPAL UNDERWRITER

HESCO may resign as Principal Underwriter hereunder, upon 120 days prior
written notice to HLIC. However, such resignation shall not become effective
until a successor Principal Underwriter has been designated and has accepted its
duties. HLIC may remove HESCO as Principal Underwriter at any time by written
notice.

MISCELLANEOUS

1. This Agreement may not be assigned by any of the parties hereto with the
written consent of the other party.

2. All notices and other communication provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage
prepaid, addressed as follows:

(a) If to HLIC - Hartford Life Insurance Company, Hartford Plaza,
Hartford, Connecticut 06115

(b) If to HESCO - Hartford Equity Sales Company, Inc., Hartford Plaza,
Hartford, Connecticut 06115 or to such other address as HESCO or HLIC
shall designate by written notice to the other.

3. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall be deemed one
instrument, and an executed copy of this Agreement and all amendments
hereto shall be kept on file by HLIC and shall be
<PAGE>
open to inspection at any time during the business hours of the HLIC.

4. This Agreement shall inure to the benefit of and be binding upon the
successor of the parties hereto.

5. This Agreement shall be construed and governed by and according to the laws
of the State of Connecticut.

6. This Agreement may be amended from time to time by the mutual agreement
and consent of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

(SEAL) HARTFORD LIFE INSURANCE
COMPANY

Attest:

______________________________ By: ______________________________
Secretary Vice President

(SEAL) HARTFORD EQUITY SALES
COMPANY, INC.

Attest:

______________________________ BY: _____________________________
Secretary Vice President

<PAGE>
RESTATED CERTIFICATE OF INCORPORATION

HARTFORD LIFE INSURANCE COMPANY

This Restated Certificate of Incorporation gives effect to the
amendment of the Certificate of Incorporation of the corporation and otherwise
purports merely to restate all those provisions already in effect. This
Restated Certificate of Incorporation has been adopted by the Board of Directors
and by the sole shareholder.

Section 1. The name of the corporation is Hartford Life Insurance
Company and it shall have all the powers granted by the general
statutes, as now enacted or hereinafter amended to corporations formed
under the Stock Corporation Act.

Section 2. The corporation shall have the purposes and powers to
write any and all forms of insurance which any other corporation now
or hereafter chartered by Connecticut and empowered to do an insurance
business may now or hereafter may lawfully do; to accept and to cede
reinsurance; to issue policies and contracts for any kind or
combinations of kinds of insurance; to issue policies or contracts
either with or without participation in profits; to acquire and hold
any or all of the shares or other securities of any insurance
corporation; and to engage in any lawful act or activity for which
corporations may be formed under the Stock Corporation Act. The
corporation is authorized to exercise the powers herein granted in any
state, territory or jurisdiction of the United States or in any
foreign country.

Section 3. The capital with which the corporation shall commence
business shall be an amount not less than one thousand dollars. The
authorized capital shall be two million five hundred thousand dollars
divided into one thousand shares of common capital stock with a par
value of twenty-five hundred dollars each.

We hereby declare, under the penalties of false statement that the
statements made in the foregoing Certificate are true.

Dated: February 10, 1982 HARTFORD LIFE INSURANCE COMPANY

By /s/ illegible
------------------------------
Attest:

/s/ William A. McMahon
- ------------------------------
<PAGE>

<PAGE>
Exhibit 3(b)

By-Laws

of the

HARTFORD LIFE INSURANCE COMPANY

As passed and effective

February 13, 1978

and amended on

July 13, 1978

January 5, 1979

and

February 19, 1984
<PAGE>
ARTICLE I

Name - Home Office

Section 1. This corporation shall be named HARTFORD LIFE INSURANCE
COMPANY.

Section 2. The principal place of business and Home Office shall be
in the City of Hartford, Connecticut.

ARTICLE II

Stockholders' Meetings - Notice - Quorum - Right to Vote

Section 1. All meetings of the Stockholders shall be held at the
principal business office of the Company unless the Directors shall otherwise
provide and direct.

Section 2. The annual meeting of the Stockholders shall be held on
such day and at such hour as the Board of Directors may decide. For cause the
Board of Directors may postpone or adjourn such annual meeting to any other time
during the year.

Section 3. Special meetings of the Stockholders may be called by the
Board of Directors, the Executive Committee, the Chairman of the Board, the
President or any Vice President.

Section 4. Notice of Stockholders' meetings shall be mailed to each
Stockholder, at his address as it appears on the records of the Company, at
least seven days prior to the meeting. The notice shall state the place, date
and time of the meeting and shall specify all matters proposed to be acted upon
at the meeting.

Section 5. At each annual meeting the Stockholders choose Directors
as hereinafter provided.

Section 6. Each Stockholder shall be entitled to one vote for each
share of stock held by him at all meetings of the Company. Proxies may be
authorized by written power of attorney.

Section 7. Holders of one-half of the whole amount of the stock
issued and outstanding shall constitute a quorum.
<PAGE>
- 2 -

Section 8. Each Stockholder shall be entitled to a certificate of
stock which shall be signed by the President or a Vice President, and either the
Treasurer or an Assistant Treasurer of the Company, and shall bear the seal of
the Company, but such signatures and seal may be facsimile if permitted by the
laws of the State of Connecticut.

ARTICLE III

Directors - Meetings - Quorum

Section 1. The property, business and affairs of the Company shall be
managed by a board of not less than three nor more than twenty Directors, who
shall be chosen by ballot at each annual meeting. Vacancies occurring between
annual meetings may be filled by the Board of Directors by election. Each
Director shall hold office until the next annual meeting of Stockholders and
until his successor is chosen and qualified.

Section 2. Meetings of the Board of Directors may be called by the
direction of the Chairman of the Board, the President, or any three Directors.

Section 3. Three days' notice of meetings of the Board of Directors
shall be given to each Director, either personally or by mail or telegraph, at
his residence or usual place of business, but notice may be waived, at any time,
in writing.

Section 4. One third of the number of existing directorships, but not
less than two Directors, shall constitute a quorum.

ARTICLE IV

Election of Officers - Duties of Board of
Directors and Executive Committee

Section 1. The President shall be elected by the Board of Directors.
The Board of Directors may also elect one of its members to serve as Chairman of
the Board of Directors. The Chairman of the Board, or an individual appointed
by him, shall have authority to appoint all other officers, except as stated
herein, including one or more Vice Presidents and Assistant Vice Presidents, the
Treasurer
<PAGE>
and one or more Associate or Assistant Treasurers, one or more Secretaries and
Assistant Secretaries and such other Officers as the Chairman of the Board may
from time to time designate. All Officers of the Company shall hold office
during the pleasure of the Board of Directors. The Directors may require any
Officer of the Company to give security for the faithful performance of his
duties.

Section 2. The Directors may fill any vacancy among the officers by
election for the unexpired term.

Section 3. The Board of Directors may appoint from its own number an
Executive Committee of not less than five Directors. The Executive Committee
may exercise all powers vested in and conferred upon the Board of Directors at
any time when the Board is not in session. A majority of the members of said
Committee shall constitute a quorum.

Section 4. Meetings of the Executive Committee shall be called
whenever the Chairman of the Board, the President or a majority of its members
shall request. Forty-eight hours' notice shall be given of meetings but notice
may be waived, at any time, in writing.

Section 5. The Board of Directors shall annually appoint from its own
number a Finance Committee of not less than three Directors, whose duties shall
be as hereinafter provided.

Section 6. The Board of Directors may, at any time, appoint such
other Committees, not necessarily from its own number, as it may deem necessary
for the proper conduct of the business of the Company, which Committees shall
have only such powers and duties as are specifically assigned to them by the
Board of Directors or the Executive Committee.

Section 7. The Board of Directors may make contributions, in such
amounts as it determines to be reasonable, for public welfare or for charitable,
scientific or educational purposes, subject to the limits and restrictions
imposed by law and to such rules and regulations consistent with law as it
makes.

ARTICLE V

Officers

Chairman of the Board

Section 1. The Chairman of the Board shall preside at the meetings of
the Board of Directors and the Executive Committee and, in the absence of the
Chairman of the Finance Committee, at the meetings of the Finance Committee. In
the absence or inability of the Chairman of the Board to so preside, the
President shall preside in his place.
<PAGE>
President

Section 2. The President, under the supervision and control of the
Chairman of the Board, shall have general charge and oversight of the business
and affairs of the Company. The President shall preside at the meetings of the
Stockholders. He shall be a member of and shall preside at all meetings of all
Committees not referred to in Section 1 of this ARTICLE except that he may
designate a Chairman for each such other Committee.

Section 3. In the absence or inability of the President to perform
his duties, the Chairman of the Board may designate a Vice President to exercise
the powers and perform the duties of the President during such absence or
inability.

Secretary

Section 4. The Secretary of the Corporation shall keep a record of
all the meetings of the Company, of the Board of Directors and of the Executive
Committee, and he shall discharge all other duties specifically required of the
Secretary by law. The other Secretaries and Assistant Secretaries shall perform
such duties as may be assigned to them by the Board of Directors or by their
senior officers and any Secretary or Assistant Secretary may affix the seal of
the Company and attest it and the signature of any officer to any and all
instruments.

Treasurer

Section 5. The Treasurer shall keep, or cause to be kept, full and
accurate accounts of the Company. He shall see that the funds of the Company
are disbursed as may be ordered by the Board of Directors or the Finance
Committee. He shall have charge of all moneys paid to the Company and on
deposit to the credit of the Company or in any other properly authorized name,
in such banks or depositories as may be designated in a manner provided by these
by-laws. He shall also discharge all other duties that may be required of him
by law.

Other Officers

Section 6. The other officers shall perform such duties as may be
assigned to them by the President or the Board of Directors.
<PAGE>
- 5 -

ARTICLE VI

Finance Committee

Section 1. If a Finance Committee is established it shall be the duty
of that committee to supervise the investment of the funds of the Company in
securities in which insurance companies are permitted by law to invest, and all
other matters connected with the management of investments. If no Finance
Committee is established this duty shall be performed by the Board of Directors.

Section 2. All loans or purchases for the investment and reinvestment
of the funds of the Company shall be submitted for approval to the Finance
Committee, if not specifically approved by the Board of Directors.

Section 3. Sale or transfer of any stocks or bonds shall be made upon
authorization of the Finance Committee unless specifically authorized by the
Board of Directors.

Section 4. Transfers of stock and registered bonds, deeds, leases,
releases, sales, mortgages chattle or real, assignments or partial releases of
mortgages chattel or real, and in general all instruments of defeasance of
property and all agreements or contracts affecting the same, except discharges
of mortgages and entries to foreclose the same as hereinafter provided, shall be
authorized by the Finance Committee or the Board of Directors, and be executed
jointly for the Company by two persons, to wit: The Chairman of the Board, the
President or a Vice President, and a Secretary, the Treasurer or an Assistant
Treasurer, but may be acknowledged and delivered by either one of those
executing the instrument; provided, however, that either a Secretary, the
Treasurer, or an Assistant Treasurer alone, when authorized as aforesaid, or any
person specially authorized by the Finance Committee as attorney for the
Company, may make entry to foreclose any mortgage, and a Secretary, the
Treasurer or an Assistant Treasurer alone is authorized, without the necessity
of further authority, to discharge by deed or otherwise any mortgage on payment
to the Company of the principal, interest and all charges due.

Section 5. The Finance Committee may fix times and places for regular
meetings. No notice of regular meetings shall be necessary. Reasonable notice
shall be given of special meetings but the action of a majority of the Finance
Committee at any meeting shall be valid notwithstanding any defect in the notice
of such meeting.
<PAGE>

- 6 -

Section 6. In the absence of specific authorization from the Board of
Directors or the Finance Committee, the Chairman of the Board, the President, a
Vice President or the Treasurer shall have the power to vote or execute proxies
for voting any shares held by the Company.

ARTICLE VII

Funds

Section 1. All monies belonging to the Company shall be deposited to
the credit of the Company, or in such other name as the Finance Committee, the
Chairman of the Finance Committee or such executive officers as are designated
by the Board of Directors shall direct, in such bank or banks as may be
designated from time to time by the Finance Committee, the Chairman of the
Finance Committee, or by such executive officers as are designated by the Board
of Directors. Such monies shall be drawn only on checks or drafts signed by any
two executive officers of the Company, provided that the Board of Directors may
authorize the withdrawal of such monies by check or draft signed with the
facsimile signature of any one or more executive officers, and provided further,
that the Finance Committee may authorize such alternative methods of withdrawals
as it deems proper.

The Board of Directors, the President, the Chairman of the Finance
Committee, a Vice President, or such executive officers as are designated by the
Board of Directors may authorize withdrawal of funds by checks or drafts drawn
at offices of the Company to be signed by Managers, General Agents or employees
of the Company, provided that all such checks or drafts shall be signed by two
such authorized persons, except checks or drafts used for the payment of
claims or losses which need be signed by only one such authorized person, and
provided further that the Board of Directors of the Company or executive
officers designated by the Board of Directors may impose such limitations or
restrictions upon the withdrawal of such funds as it deems proper.
<PAGE>
- 7 -

ARTICLE VIII

Indemnity of Directors and Officers

Section 1. The Company shall indemnify and hold harmless each
Director and officer now or hereafter serving the Company, whether or not then
in office, from and against any and all claims and liabilities to which he may
be or become subject by reason of his being or having been a Director or officer
of the Company, or of any other company which he serves as a Director or officer
at the request of the Company, to the extent such is consistent with the
statutory provisions pertaining to indemnification, and shall provide such
further indemnification for legal and/or all other expenses reasonably incurred
in connection with defending against such claims and liabilities as is
consistent with statutory requirements.

ARTICLE IX

Amendment of ByLaws

Section 1. The Directors shall have power to adopt, amend and repeal
such bylaws as may be deemed necessary or appropriate for the management of the
property and affairs of the Company.

Section 2. The Stockholders at any annual or special meeting may
amend or repeal these bylaws or adopt new ones if the notice of such meeting
contains a statement of the proposed alteration, amendment, repeal or adoption,
or the substance thereof.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY
(A STOCK INSURANCE COMPANY, HEREIN CALLED THE COMPANY)

HARTFORD PLAZA, HARTFORD, CONNECTICUT 06115

GROUP ANNUITY CONTRACT
INDIVIDUALLY ALLOCATED

CONTRACT OWNER

CONTRACT EFFECTIVE DATE

PLACE OF DELIVERY

CONTRACT NUMBER

THIS CONTRACT IS ISSUED IN CONSIDERATION OF THE APPLICATION OF THE CONTRACT
OWNER, A COPY OF WHICH IS ATTACHED TO AND MADE A PART OF THIS CONTRACT AND THE
PAYMENT OF CONTRIBUTIONS IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
CONTRACT.

THIS CONTRACT IS SUBJECT TO THE LAWS OF THE JURISDICTION WHERE IT IS DELIVERED.

THE CONDITIONS AND PROVISIONS OF THIS AND THE FOLLOWING PAGES ARE PART OF THE
CONTRACT.

THIS CONTRACT MAKES PROVISION FOR THE ACCUMULATION OF CONTRACT VALUES IN THE
GENERAL ACCOUNT OF THE COMPANY TO PROVIDE FIXED ANNUITY ACCUMULATIONS AND
BENEFITS. ACTUAL ANNUITY PAYOUT COMMENCING ON THE ANNUITY COMMENCEMENT DATE
WILL BE ON A FIXED BASIS.

INDIVIDUAL ALLOCATIONS - NONPARTICIPATING

SIGNED FOR THE COMPANY

/s/ Lon A. Smith /s/ Bruce D. Gardner
Lon A. Smith, President Bruce D. Gardner, Secretary

[Logo] ITT HARTFORD
<PAGE>
TABLE OF CONTENTS
-----------------

Page
----

Contract Specifications 3

Definitions 4

Purchase Payment 5

Control Provisions 5

General Provisions 6

Crediting of Interest and Guarantee Periods 7

Premium Taxes 8

Termination Provisions 8

Annuity Options 10

- 2 -
<PAGE>
CONTRACT SPECIFICATIONS

CONTRACT OWNER DOE AND SONS AGENCY CONTRACT NUMBER SPECIMEN
----------------------------- ---------------

MINIMUM PARTICIPANT PURCHASE EFFECTIVE
PAYMENT AMOUNT $5,000 DATE July 1, 1990
----------------------------- ---------------------------

ELIGIBILITY REQUIREMENTS: EMPLOYEES OF THE CONTRACT OWNER AND THEIR DEPENDENTS.

- 3 -
<PAGE>
DEFINITIONS

The definitions in this section apply to the following words and phrases
whenever and wherever they appear in this contract.

ACCOUNT VALUE - The sum of the Purchase Payment made by or on behalf of a
Participant and all interest earned to that date.

ANNUITANT - The person on whose life a Certificate is issued. The Participant
must also be the Annuitant.

ANNUITY COMMENCEMENT DATE - The date elected by a Participant which is indicated
on the Certificate.

BENEFICIARY- The person entitled to receive benefits as per the terms of the
contract in case of the death of the Participant.

CERTIFICATE - The individual certificate issued by the Company to the
Participant or to the Contract Owner for delivery to the Participant which
evidences that a Purchase Payment has been made by or on behalf of a Participant
under this contract, and which summarizes the provisions of this contract.

CERTIFICATE DATE - The effective date of participation under this contract and
is the date shown on each Certificate. Certificate Years are measured from the
applicable Certificate Date.

COMPANY - The Hartford Life Insurance Company.

CONTINGENT ANNUITANT - The spouse of the Participant if designated by the
Participant to, upon the Annuitant's death prior to the Annuity Commencement
Date, become the Annuitant and also the Participant.

CONTRACT OWNER - The person or entity specified on page 3.

CURRENT RATE - The applicable effective annual interest rate contained in a
schedule of rates established by the Company from time to time for various
durations.

DEPENDENT - The spouse or child of an Employee eligible to participate in this
contract.

DUE PROOF OF DEATH - A certified copy of the death certificate, an order of a
court of competent jurisdiction, a statement from a physician who attended the
deceased, or any other proof acceptable to the Company.

GROSS SURRENDER VALUE - The Account Value specified by the Participant for a
full surrender.

GUARANTEE PERIOD - The period for which either an Initial or Subsequent
Guarantee Rate will be credited for a Certificate.

- 4 -
<PAGE>
DEFINITIONS(CONTINUED)

INITIAL GUARANTEE PERIOD - The Guarantee Period chosen by the Participant on the
Participant Enrollment Request form as shown on the Certificate.

INITIAL GUARANTEE RATE - The effective annual rate of interest credited to a
Purchase Payment made by or on behalf of a Participant as described in the
Crediting of Interest and Guarantee Periods section. This rate of interest is
specified in each Certificate.

IN WRITING - A written form satisfactory to the Company and filed at their
office in Hartford, Connecticut. All correspondence should be sent to P.O. Box
2999, Hartford, Connecticut 06104-2999.

NET SURRENDER VALUE - The amount payable to the Participant on full surrender
under a Certificate after the application of any Market Value Adjustment. It is
described in the Termination Provisions.

PARTICIPANT - The person(s) eligible to participate pursuant to the eligibility
requirements on page 3 and for whom the Company has received a Purchase Payment.

SUBSEQUENT GUARANTEE RATE - The effective annual rate of interest established by
the Company for the applicable subsequent Guarantee Period.

PURCHASE PAYMENT

No Purchase Payment will be accepted by the Company unless it equals or exceeds
the Minimum Purchase Payment Amount specified on page 3 and is accompanied by a
properly completed Participant Enrollment Request Form. The Company reserves
the right to limit the amount of the Purchase Payment. The amount of the
Purchase Payment will be reflected in the Certificate issued upon receipt of the
payment.

Allocation of Purchase Payments

A Purchase Payment (less applicable premium taxes, if any) will be
allocated to an account established for the Participant's benefit. The value of
a Participant's account will be determined in accordance with the terms of this
contract.

CONTROL PROVISIONS

ANNUITANT, CONTINGENT ANNUITANT AND PARTICIPANT

The Annuitant may not be changed.

Changes in the designation of Contingent Annuitant, who may only be the spouse
of the Participant, may be made at any time prior to the Annuity Commencement
Date by written notice to the Company.

- 5 -

<PAGE>
CONTROL PROVISIONS(CONTINUED)

The Participant has the sole power to exercise all rights, options and
privileges granted by this contract or permitted by the Company and to agree
with the Company to any change in or amendment to the contract. The rights of
the Participant shall be subject to the rights of any assignee of record with
the Company and of any irrevocably designated Beneficiary. No assignment will
be effective against the Company until the assignment has been received In
Writing. The Company assumes no responsibility for the validity of any
assignment.

BENEFICIARY

The Designated Beneficiary will remain in effect until changed by the
Participant. Changes in the Designated Beneficiary may be made during the
lifetime of the Participant by written notice to the Company. If the Designated
Beneficiary has been designated irrevocably, however, such designation cannot be
changed or revoked without such Beneficiary's written consent. Upon receipt of
such notice and written consent, if required, at the offices of the Company, the
new designation will take effect as of the date the notice is signed, whether or
not the Participant is alive at the time of receipt of such notice. The change
will be subject to any payments made or other action taken by the Company before
the receipt of the notice.

In the event of the death of the Participant prior to the Annuity Commencement
Date when there is no surviving Contingent Annuitant, the Beneficiary will be
the Designated Beneficiary then in effect. If there is no Designated
Beneficiary in effect or if the Designated Beneficiary is no longer living, the
Participant's estate will be the Beneficiary.

GENERAL PROVISIONS

ENTIRE CONTRACT

This contract constitutes the entire contract.

- 6 -
<PAGE>
GENERAL PROVISIONS(CONTINUED)

A Certificate is a summary of the Group Annuity Contract. All statements made
by the Participant are deemed to be true and complete to the best of his/her
knowledge and belief.

MODIFICATION OF THE CONTRACT

This contract may be modified at any time by written agreement between the
Contract Owner and the Company. The modification must be signed by the
President, a Vice President, an Assistant Vice President, a Secretary or an
Assistant Secretary of the Company. No modification will affect the amount or
term of any annuities begun prior to the effective date of the modification
unless it is required to conform the contract to, or give the Contract Owner the
benefit of, any Federal or State statutes. No modification of this contract
will affect the method by which any then existing Participant's Account Value
will be determined.

NON-PARTICIPATING

This contract is non-participating. It does not earn dividends.

MISSTATEMENT OF AGE

If the age of a Participant is incorrectly stated, death benefits or annuity
payments will be adjusted to the payment which would have been provided at the
correct age taking into account any overpayments or underpayments which had been
made.

CHANGE OF ANNUITY COMMENCEMENT DATE

The Participant may change the Annuity Commencement Date provided the
Participant notifies the Company, In Writing, 30 days before the scheduled
Annuity Commencement Date. The Annuity Commencement Date that the Participant
selects must be on or before the later of:

a) the Participant's attained age 90, or
b) the end of the Initial Guarantee Period provided such Initial
Guarantee Period is 10 years or less.

CREDITING OF INTEREST TO A PARTICIPANT'S PURCHASE PAYMENTS AND GUARANTEE PERIODS

Each Purchase Payment (less applicable Premium Taxes, if any), will earn
interest at the Initial Guarantee Rate during the Initial Guarantee Period.

Within 30 days prior to the end of any Guarantee Period, the Company will notify
the Participant of the expiry of the current Guarantee Period, and that a
subsequent Guarantee Period of the same duration will commence, unless the
Company has:

- 7 -
<PAGE>
GENERAL PROVISIONS (CONTINUED)

a) received, In Writing, a request for a full surrender within 30 days
prior to the end of the current Guarantee Period; or

b) received, In Writing, a request for a full surrender within 5 business
days after the end of the current Guarantee Period; or

c) received, In Writing, a request for a Guarantee Period of a different
duration from among those offered by the Company at any time within 30
calendar days prior to the end of the current Guarantee Period; or

d) received, In Writing, a request for a Guarantee Period of a different
duration from among those offered by the Company at any time within 5
business days after the end of the current Guarantee Period.

The Account Value at the beginning of any Subsequent Guarantee Period will be
equal to the Account Value at the end of the Guarantee Period just ending. The
Account Value will earn interest at the Subsequent Guarantee Rate in the
subsequent Guarantee Period. This rate will be at least equal to the Initial
Guarantee Rates being credited to Purchase Payments for new certificates at the
time the Subsequent Guarantee Rate is determined.

PREMIUM TAXES

A deduction is made for premium taxes, if applicable. On any Certificate
subject to premium tax, the tax will be deducted, as provided under applicable
law, from the Purchase Payment when received, or from the Gross Surrender Value
upon surrender, or from the amount applied to effect an annuity at the time
annuity payments commence.

TERMINATION PROVISIONS

GENERAL SURRENDERS

Full surrenders may be made under a Certificate at any time and will terminate
the Certificate. No partial surrenders may be made.

In the case of full surrenders, the Account Value will be reduced by the Gross
Surrender Value on the Surrender Date and the Net Surrender Value will be
payable to the Participant. Except as provided for in the Special Surrenders
Section, the Net Surrender Value is calculated by the Company on a daily basis
as follows:

(A - B) x C, where:

A = the Gross Surrender Value;

B = any unpaid premium taxes;

C = the Market Value Adjustment described below.

- 8 -
<PAGE>
TERMINATION PROVISIONS(CONTINUED)

MARKET VALUE ADJUSTMENT

The formula which will be used to determine the Market Value Adjustment is
calculated by the Company on a daily basis as follows:

1 + I N/12
[---------------]
1 + J

I = Guarantee Rate in effect for the current Guarantee Period (expressed as a
decimal, e.g. 1% = .01).

J = The current Rate plus 0.25% (expressed as a decimal, e.g. 1% = .01) in
effect for durations equal to the number of years remaining in the current
Guarantee Period (years are rounded to the next highest number of years).
If not available, the Company will utilize a rate equal to the most recent
Moody's Corporate Bond Yield Average - Monthly Average Corporates (for the
applicable duration) plus 0.25% as published by Moody's Investors Service,
Inc.

N = The number of complete months from the Surrender Date to the end of the
current Guarantee Period.

SPECIAL SURRENDERS

A Market Value Adjustment will not be applied to a full surrender made at the
end of the Guarantee Period. A request for a surrender at the end of a
Guarantee Period must be received, In Writing, during the 30 day period
preceding the end of such Guarantee Period. A request for a full surrender
received In Writing within five (5) business days of the beginning of a
Subsequent Guarantee Period will be considered a Special Surrender and a Market
Value Adjustment will not be applied.

If the Participant notifies the Company, In Writing within 30 days prior to the
end of a Certificate Year, the Company will send the Participant any interest
credited during the prior Certificate Year. No Market Value Adjustment will be
imposed on such interest payments.

PAYMENT UPON SURRENDER - DEFERRAL OF PAYMENT

The Company may defer payment of any total surrender for the period permitted by
law. In no event will this deferral of payment exceed 6 months from date of
receipt of the election to totally surrender. If the Company defers payment for
more than 30 days, interest of at least 4% per annum on the amount deferred will
be paid. The Company will not, however, defer payment for more than 30 days for
any surrender effective at the end of any Guarantee Period.

- 9 -
<PAGE>
TERMINATION PROVISIONS(CONTINUED)

DEATH BENEFIT

If the Participant dies before the Annuity Commencement Date and there is no
designated Contingent Annuitant surviving, the death benefit will be payable to
the Beneficiary as determined under the Contract Control Provisions. If the
death occurs on or prior to the Participant attaining age 65, then the death
benefit equals the higher of the Account Value or the Net Surrender Value as
each is calculated as of the date the Company receives written notification of
Due Proof of Death. If the death occurs after the Participant attains age 65,
then the death benefit equals the Net Surrender Value.

The death benefit will be due and payable within a reasonable period of time
(not to exceed 6 months) after the date the Company receives Due Proof of Death.
The death benefit may be taken in one sum or under any of the annuity options
available under the contract provided however, that, any annuity option selected
must provide that any amount payable as a death benefit will be distributed
within 5 years of the date of death; or, if the annuity option selected provides
for the death benefit to be payable over a period not extending beyond the life
expectancy of the Beneficiary or over the life of the Beneficiary, such
distribution must commence within one year of the date of death.
Notwithstanding the previous sentence, if the Beneficiary is the spouse of the
Participant and is also the Contingent Annuitant, such spouse may elect, in lieu
of receiving the death benefit, to be treated as the Participant.

ANNUITY OPTIONS

ANNUITY BENEFIT

On the Annuity Commencement Date, unless directed otherwise, the Company will
apply the Participant's Account Value multiplied by the Market Value Adjustment,
if any, less applicable premium taxes, if any, to purchase the monthly income
payments according to the Annuity Option elected. If the Annuity Commencement
Date coincides with the end of any Guarantee Period, no Market Value Adjustment
will be applied in the determination of the monthly income payments.

ELECTION OF ANNUITY OPTIONS

A Participant may elect any of the Annuity Options described below, or any other
Annuity Option being offered by the Company at the time of annuitization. In
the absence of such election the Second Option providing a life annuity with 120
monthly payments certain will apply.

Election of any of these options must be made In Writing to the Company at least
30 days prior to the date such election is to become effective.

- 10 -

<PAGE>
ANNUITY OPTIONS(CONTINUED)

DATE OF PAYMENT

The first payment under any option shall be made on the Annuity Commencement
Date. Subsequent payments shall be made on the same day of each month in
accordance with the manner of payment selected.

The Participant, or in the case the Participant shall not have done so, the
Beneficiary after the death of the Participant, as applicable, may elect in
lieu of payment in one sum, that any amount or part thereof due by the Company
under this contract to the Beneficiary shall be applied under any one of the
options stated below. Such election must be made within one year after the
death of the Participant, by written notice to the office of the Company.

DEATH OF PARTICIPANT

In the event of the death of the Participant while receiving annuity payments,
the present values at the current dollar amount on the date of death of any
remaining guaranteed payments, or any then remaining balance of proceeds under
the Fifth Option, will be paid in one sum to the Beneficiary unless other
provisions have been and approved in writing by the Company. Any method of
distribution must provide that any amount payable as a death benefit will be
distributed at least as rapidly as under the method of distribution in effect at
the time of the Participant's death. Calculations of such present value of the
guaranteed payments remaining will be based on the interest rate that is used by
the Company to determine the amount of each certain payment.

TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE

An annuity effected under a Certificate may not be surrendered after the
commencement of annuity payments.

ANNUITY OPTIONS

FIRST OPTION -- Life Annuity -- An annuity payable monthly during the lifetime
of the Participant, ceasing with the last payment due prior to the death of the
Participant.

SECOND OPTION -- Life Annuity with 120, 180, or 240 Monthly Payments Certain
- -- An annuity providing monthly income to the Participant for a fixed period
of 120 months, 180 months or 240 months (as selected), and for as long
thereafter as the Participant shall live.

THIRD OPTION -- Cash Refund Life Annuity -- An annuity payable monthly during
the lifetime of the Participant, ceasing with the last payment due prior to the
death of the Participant provided that, at the death of the Participant, the
Beneficiary will receive an additional payment equal to the excess, if

- 11 -
<PAGE>
ANNUITY OPTIONS(CONTINUED)

any, of (a) over (b) where (a) is the Account Value applied on the Annuity
Commencement Date under this option and (b) is the dollar amount of annuity
payments already paid.

FOURTH OPTION -- Joint and Last Survivor Life Annuity -- An annuity payable
monthly during the joint lifetime of the Participant and a secondary payee, and
thereafter during the remaining lifetime of the survivor, ceasing with the last
payment prior to the death of the survivor.

FIFTH OPTION -- Payments for a Designated Period -- An amount payable monthly
for the number of years selected which may be from 5 to 30 years.

ANNUITY TABLES

The attached tables of guaranteed annuity purchase rates show the dollar amount
of the monthly payments for each $1,000 applied under the five options. Under
the First, Second, or Third Options, the amount of each payment will depend upon
the age of the Participant at the time the first payment is due. Under the
Fourth Option, the amount of each payment will depend upon the ages of both
payees at the time first payment is due. Actual payments will be based on
annuity rate tables currently in use, if they produce higher payments than the
guaranteed amounts.

DESCRIPTION OF TABLES

The tables for the First, Second, Third and Fourth Options are based on the
1983a Individual Annuity Mortality Table with ages set back one year and a net
investment rate of 4% per annum. The table for the Fifth Option is based on a
net investment rate of 4% per annum.

MINIMUM PAYMENT

The option elected must result in a payment of an amount at least equal to the
minimum payment amount according to Company rules then in effect. If at any
time payments are less than the minimum payment amount, the Company has the
right to change the frequency to an interval resulting in a payment at least
equal to the minimum. If any amount due is less than the minimum per year, the
Company may make other arrangements that are equitable to the Participant.

- 12 -
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
(A STOCK INSURANCE COMPANY, HEREIN CALLED THE COMPANY)

HARTFORD PLAZA, HARTFORD, CONNECTICUT 06115

GROUP ANNUITY CONTRACT
INDIVIDUALLY ALLOCATED

CONTRACT OWNER

CONTRACT EFFECTIVE DATE

PLACE OF DELIVERY

CONTRACT NUMBER

THIS CONTRACT IS SUBJECT TO THE LAWS OF THE JURISDICTION WHERE IT IS DELIVERED.

THE CONDITIONS AND PROVISIONS OF THIS AND THE FOLLOWING PAGES ARE PART OF THE
CONTRACT.

INDIVIDUAL ALLOCATIONS - NONPARTICIPATING

SIGNED FOR THE COMPANY

/s/ Lon A. Smith /s/ Bruce D. Gardner
LON A. SMITH, PRESIDENT BRUCE D. GARDNER, SECRETARY

[Logo] ITT HARTFORD
<PAGE>
TABLE OF CONTENTS
-----------------

Page
----

Contract Specifications 3

Definitions 4

Purchase Payment 5

General Provisions 5

Crediting of Interest and Guarantee Periods 6

Premium Taxes 7

Termination Provisions 7

Purchase of Annuity Benefits 9

Annuity Options 10

- 2 -
<PAGE>
CONTRACT SPECIFICATIONS

CONTRACT OWNER DOE AND SONS AGENCY CONTRACT NUMBER SPECIMEN
----------------------------- ---------------

MINIMUM PARTICIPANT PURCHASE EFFECTIVE
PAYMENT AMOUNT $5,000 DATE July 1, 1990
----------------------------- ---------------------------

ELIGIBILITY REQUIREMENT: EMPLOYEES OF THE CONTRACT OWNER.

- 3 -

<PAGE>

DEFINITIONS

The definitions in this section apply to the following words and phrases
whenever and wherever they appear in this contract.

ACCOUNT - An account established for each Purchase Payment for purposes of
crediting interest, Guarantee Periods and surrenders.

ACCOUNT VALUE - The sum of the Purchase Payment made by or on behalf of a
Participant and all interest earned to that date.

ACCOUNT YEARS - Account Years are measured from the applicable Payment Date.

ANNUITANT - The person on whose life a certificate is issued. The Participant
must also be the Annuitant.

ANNUITY COMMENCEMENT DATE - The date payment of an annuity is to begin under
this contract. The determination of such date shall be made by the Contract
Owner in accordance with the terms of the plan.

BENEFICIARY - The person entitled to receive benefits as named by the
Participant.

COMPANY - The Hartford Life Insurance Company.

CONTRACT OWNER - The person or entity specified on page 3.

CURRENT RATE - The applicable effective annual interest rate contained in a
schedule of rates established by the Company from time to time for various
durations.

GROSS SURRENDER VALUE - The Account Value specified by the Participant for a
full surrender.

GUARANTEE PERIOD - The period for which either an Initial or Subsequent
Guarantee Rate will be credited with respect to each Account.

INITIAL GUARANTEE PERIOD - The Guarantee Period chosen by the Participant on the
Participant Enrollment Request Form.

INITIAL GUARANTEE RATE - The rate of interest credited to a Purchase Payment
made by or on behalf of a Participant as described in the Crediting of Interest
and Guarantee Periods section.

IN WRITING - A written form satisfactory to the Company and filed at their
office in Hartford, Connecticut. All correspondence should be sent to P.O. Box
2999, Hartford, Connecticut 06104-2999.

NET SURRENDER VALUE - The amount payable to the Contract Owner on full surrender
from an Account after the application of any Market Value Adjustment. It is
described in the Termination Provisions.

-4-

<PAGE>

DEFINITIONS (CONTINUED)

PARTICIPANT - The person(s) covered by the Plan.

PAYMENT CONFIRMATION - The confirmation issued by the Company to the Contract
Owner which evidences that a Purchase Payment has been made under this contract
and which indicates the applicable Payment Date and Initial Guarantee Rate.

PAYMENT DATE - The effective date of each Account under this contract and is the
date shown on each Payment Confirmation.

PLAN - The plan maintained by the Contract Owner which is an eligible state
deferred compensation plan under Section 457 of the Code.

SUBSEQUENT GUARANTEE RATE - The effective annual rate of interest established by
the Company for the applicable subsequent Guarantee Period.

SURRENDER DATE - The date the Company receives the written request for a
surrender.

PURCHASE PAYMENT

No Purchase Payment will be accepted by the Company unless it equals or exceeds
the Minimum Purchase Payment Amount specified on page 3 and is accompanied by a
properly completed Participant Enrollment Request Form. The Company reserves the
right to limit the amount of the Purchase Payment.

ALLOCATION OF PURCHASE PAYMENTS

A Purchase Payment (less applicable premium taxes, if any) will be allocated to
an Account established for the Participant's benefit. The value of a
Participant's Account will be determined in accordance with the terms of this
contract.

GENERAL PROVISIONS

ENTIRE CONTRACT

This contract constitutes the entire contract.

MODIFICATION OF THE CONTRACT

This contract may be modified at any time by written agreement between the
Contract Owner and the Company. The modification must be signed by the

-5-

<PAGE>

GENERAL PROVISIONS (CONTINUED)

President, a Vice President, an Assistant Vice President, a Secretary or an
Assistant Secretary of the Company. No modification will affect the amount or
term of any annuities begun prior to the effective date of the modification
unless it is required to conform the contract to, or give the Contract Owner the
benefit of, any Federal or State statutes. No modification of this contract will
affect the method by which any then existing Participant's Account Value will be
determined.

NON-PARTICIPATING

This contract is non-participating. It does not earn dividends.

MISSTATEMENT OF AGE

If the age of a Participant is incorrectly stated, annuity payments will be
adjusted to the payment which would have been provided at the correct age taking
into account any overpayments or underpayments which had been made.

CREDITING OF INTEREST TO A PARTICIPANT'S PURCHASE PAYMENTS AND GUARANTEE PERIODS

Each Purchase Payment (less applicable Premium Taxes, if any) will earn interest
at the Initial Guarantee Rate each Account Year during the Initial Guarantee
Period.

a) received, In Writing, a request for a full surrender within 30 days
prior to the end of the current Guarantee Period; or

b) received, In Writing, a request for a full surrender within 5 business
days after the end of the current Guarantee Period; or

The Account Value at the beginning of any subsequent Guarantee Period will be
equal to the Account Value at the end of the Guarantee Period just ending. The
Account Value will earn interest at the Subsequent Guarantee Rate in the
Subsequent Guarantee Period. This rate will be at least equal to the Initial
Guarantee Rates being credited to Purchase Payments for new certificates for the
same duration of Guarantee Period at the time the Subsequent Guarantee Rate is
determined.

-6-

<PAGE>
PREMIUM TAXES

A deduction is made for premium taxes, if applicable. On any certificate
subject to a premium tax, the tax will be deducted, as provided under applicable
law, from the Purchase Payment when received, or from the Gross Surrender Value
upon surrender, or from the amount applied to effect an annuity at the time
annuity payments commence.

TERMINATION PROVISIONS

GENERAL SURRENDERS

Full surrenders may be made under this contract at any time. No partial
surrenders may be made.

In the case of full surrenders, the Account Value will be reduced by the Gross
Surrender Value on the Surrender Date and the Net Surrender Value will be
payable to the Contract Owner or applied to purchase an annuity. Except as
provided for in the Special Surrenders Section, the Net Surrender Value is
calculated by the Company on a daily basis as follows:

(A - B) x C, where:

A = the Gross Surrender Value;

B = any unpaid premium taxes;

C = the Market Value Adjustment described below.

MARKET VALUE ADJUSTMENT

The formula which will be used to determine the Market Value Adjustment is
calculated by the Company on a daily basis as follows:

1 + I N/12
[---------------]
1 + J

I = Guarantee Rate in effect for the current Guarantee Period (expressed as a
decimal, e.g. 1% = .01).

J = The Current Rate plus 0.25% (expressed as a decimal, e.g. 1% = .01) in
effect for durations equal to the number of years remaining in the current
Guarantee Period (years are rounded to the next highest number of years).
If not available, the Company will utilize a rate equal to the most recent
Moody's Corporate Bond Yield Average - Monthly Average Corporates (for the
applicable duration) plus 0.25% as published by Moody's Investors Service,
Inc.

N = The number of complete months from the Surrender Date to the end of the
current Guarantee Period.

- 7 -
<PAGE>
TERMINATION PROVISIONS (CONTINUED)

SPECIAL SURRENDERS

PAYMENT UPON SURRENDER - DEFERRAL OF PAYMENT

DEATH BENEFIT

If the Participant dies before the Annuity Commencement date the death benefit
will be payable to the Beneficiary. If the death occurs on or prior to the
Participant attaining age 65, then the death benefit equals the higher of the
Account Value or the Net Surrender Value as each is calculated as of the date
the Company receives written notification of Due Proof of Death. If the death
occurs after the Participant attains age 65, then the death benefit equals the
Net Surrender Value.

PURCHASE OF ANNUITY BENEFITS

ELECTION

The Contract Owner may elect to make a surrender of one or more of the Accounts
under this contract and have the Net Surrender Values applied on the Annuity
Commencement Date under any of the Annuity Options described below. Any annuity
benefits payable hereunder are nonassignable.

Election of any of these options must be made In Writing to the Office of the
Company in Hartford, Connecticut at least 30 days prior to the date such
election is to become effective. The form of such annuity shall be determined
by the Contract Owner in accordance with the terms of the Plan. The following
information must be provided with any such request:

- 8 -
<PAGE>
PURCHASE OF ANNUITY PAYMENTS (CONTINUED)

a. the Participant's name, address, date of birth, social security
number; and

b. the amount which is to be distributed to the Participant in the form
of an annuity; and

c. the form of annuity which is to be purchased for the Participant as
determined in accordance with the provision of the Annuity Options and
the date annuity payments are to commence; and

d. if the form of annuity applicable to the Participant provides a death
benefit in the event of his death, the name, relationship and address
of the Beneficiary most recently designated by the Participant in
accordance with the provisions of the Plan; and

e. if the form of annuity applicable to the Participant is the Fourth
Option, the name, address and date of birth of the designated
secondary payee together with the percentage (from those percentages
then being made available by the Company) of the annuity payments
which are to be continued and paid to the surviving payee; and

f. any other data that may reasonably be required by the Company.

DATE OF PAYMENT

The first payment under any option shall be due on the Annuity Commencement
Date. Subsequent payments shall be made on the same day of each month in
accordance with the manner of payment selected.

DEATH OF PARTICIPANT

In the event of the death of the Participant while receiving annuity payments,
the present values at the current dollar amount on the date of death of any
remaining guaranteed payments, or any then remaining balance of proceeds under
the Fifth Option, will be paid in one sum to the Beneficiary unless other
provisions have been requested and approved by the Company. Calculations of
such present value of the guaranteed payments remaining will be based on the
interest rate that is used by the Company to determine the amount of each
certain payment.

TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE

An annuity effected under this Contract may not be surrendered after the
commencement of annuity payments.

ANNUITY OPTIONS

ANNUITY BENEFIT

FIRST OPTION - Life Annuity - An annuity payable monthly during the lifetime of
Participant, ceasing with the last payment due prior to the death of the
Participant.

- 9 -
<PAGE>
ANNUITY OPTIONS (CONTINUED)

SECOND OPTION - Life Annuity with 120, 180, or 240 Monthly Payments Certain - An
annuity providing monthly income to the Participant for a fixed period of 120
months, 180 months, or 240 months (as selected), and for as long thereafter as
the Participant shall live.

THIRD OPTION - Cash Refund Life Annuity - An annuity payable monthly during the
life time of the Participant, ceasing with the last payment due prior to the
death of the Participant provided that, at the death of the Participant, the
Beneficiary will receive an additional payment equal to the excess, if any, of
(a) over (b) where (a) is the Account Value applied on the Annuity Commencement
Date under this option and (b) is the dollar amount of annuity payments already
paid.

FOURTH OPTION - Joint and Last Survivor Life Annuity - An annuity payable
monthly during the joint lifetime of the Participant and a secondary payee, and
thereafter during the remaining lifetime of the survivor, ceasing with the last
payment prior to the death of the survivor.

FIFTH OPTION - Payments for a Designated Period - An amount payable monthly for
the number of years selected which may be from 5 to 30 years.

ANNUITY TABLES

The attached tables of guaranteed annuity purchase rates show the dollar amount
of the monthly payments for each $1,000 applied under the five options. Under
the First, Second, or Third Options, the amount of each payment will depend upon
the age of the Participant at the time the first payment is due. Under the
Fourth Option, the amount of each payment will depend upon the age of both
payees at the time first payment is due. Actual payments will be based on
annuity rate tables currently in use, if they produce higher payments than the
guaranteed amounts.

DESCRIPTION OF TABLES

MINIMUM PAYMENT

The option elected must result in a payment of an amount at least equal to the
minimum payment amount according to Company rules then in effect. If at any
time payments are less than the minimum payment amount, the Company has the
right to change the frequency to an interval resulting in a payment at least
equal to the minimum. If any amount due is less than the minimum per year, the
Company may make other arrangements that are equitable to the Participant.

- 10 -

<PAGE>
Exhibit 4(b)

HARTFORD LIFE INSURANCE COMPANY

P.O. Box 2999
Hartford, Connecticut 06104-2999
(A stock insurance company)

Certifies that a Group Annuity Contract has been issued to the
Contract Owner specified herein.

This Certificate is a summary
of the provisions of the
Group Annuity Contract
issued to the Contract Owner
named herein.

Signed for the Company

/s/ Lon A. Smith /s/ Bruce D. Gardner
Lon A. Smith, President Bruce D. Gardner, Secretary

<PAGE>
TABLE OF CONTENTS
-----------------

Page
----

Annuity Specifications 3

Definitions 4

Purchase Payment 5

Control Provisions 5

General Provisions 6

Crediting of Interest and Guarantee Periods 7

Premium Taxes 8

Termination Provisions 8

Annuity Options 10

Page 2

<PAGE>

ANNUITY SPECIFICATIONS

DESIGNATED BENEFICIARY Mary Doe
------------------------------------------------------

PURCHASE PAYMENT $5,000
------------------------------------------------------------

INITIAL GUARANTEE PERIOD 10 Years
----------------------------------------------------

INITIAL GUARANTEE RATE 8%
------------------------------------------------------

PARTICIPANT AND ANNUITANT John Doe
---------------------------------------------------

CONTINGENT ANNUITANT
--------------------------------------------------------

CERTIFICATE ANNUITY COMMENCEMENT
NUMBER 1234567 DATE March 1, 2020
---------------------------------- ---------------------------

CERTIFICATE ANNUITANT'S AGE
DATE July 1, 1990 ON CERTIFICATE DATE 45
------------------------------------- ------------
CONTRACT OWNER Doe and Sons Agency
--------------------------------------------------------------
GROUP ANNUITY CONTRACT NUMBER Specimen
-------------------------------------------------

Page 3

<PAGE>

DEFINITIONS

The definitions in this section apply to the following words and phrases
whenever and wherever they appear in this certificate.

ACCOUNT VALUE - The sum of the Purchase Payment made by or on behalf of a
Participant and all interest earned to that date.

ANNUITANT - The person whose life a Certificate is issued. The Participant
must also be the Annuitant.

ANNUITY COMMENCEMENT DATE - The date shown on page 3.

BENEFICIARY - The person entitled to receive benefits as per the terms of the
Contract in case of the death of the Participant.

CERTIFICATE DATE - The date shown on page 3. Certificate Years are measured from
the Certificate Date.

COMPANY - The Hartford Life Insurance Company.

CONTINGENT ANNUITANT - The spouse of the Participant if designated by the
Participant to, upon the Participant's death prior to the Annuity Commencement
Date, become the Annuitant and also the Participant.

CONTRACT - The group annuity contract issued to the Contract Owner specified on
page 3.

CURRENT RATE - The applicable effective annual interest rate contained in a
schedule of rates established by the Company from time to time for various
durations.

DEPENDENT - The spouse or child of an employee eligible to participate in this
contract.

GROSS SURRENDER VALUE - The Account Value specified by the Participant for a
full surrender.

GUARANTEE PERIOD - The period for which either an Initial or Subsequent
Guarantee Rate will be credited.

INITIAL GUARANTEE PERIOD - The Guarantee Period chosen by the Participant on the
Participant Enrollment Request Form as shown on the Certificate.

Page 4

<PAGE>

DEFINITIONS (CONTINUED)

IN WRITING - A written form satisfactory to the Company and filed at their
office in Hartford, Connecticut. All correspondence should be sent to P.O. Box
2999, Hartford, Connecticut 06104-2999.

NET SURRENDER VALUE - The amount payable to the Participant on full surrender
under a certificate after the application of any Market Value Adjustment. It is
described in the Termination Provisions.

PARTICIPANT - The person specified on page 3.

SUBSEQUENT GUARANTEE RATE - The effective annual rate of interest established by
the Company for the applicable subsequent Guarantee Period.

SURRENDER DATE - The date the Company receives the written request for a
surrender.

PURCHASE PAYMENT

No Purchase Payment will be accepted by the Company unless it equals or exceeds
the Minimum Purchase Payment Amount specified on page 3 and is accompanied by a
properly completed Participant Enrollment Request Form. The Company reserves the
right to limit the amount of the Purchase Payment. The amount of the Purchase
Payment will be reflected in the Certificate issued upon receipt of the payment.

CONTROL PROVISIONS

ANNUITANT, CONTINGENT ANNUITANT AND PARTICIPANT

The Annuitant may not be changed. Changes in the designation of the Contingent
Annuitant who may only be the spouse of the Participant, may be made at any time
prior to the Annuity Commencement Date by written notice to the Company.

The Participant has the sole power to exercise all rights, options and
privileges granted by this Contract or permitted by The Company and to agree
with the Company to any change in or amendment to the Contract. The rights of
the Participant shall be subject to the rights of any assignee of record with
the Company and of any irrevocably designated Beneficiary. No assignment will be
effective against the Company until the assignment has been received in writing.
The Company assumes no responsibility for the validity of any assignment.

BENEFICIARY

Page 5

<PAGE>

CONTROL PROVISIONS (CONTINUED)

designation cannot be changed or revoked without such Beneficiary's written
consent. Upon receipt of such notice and written consent, if required, at the
offices of the Company, the new designation will take effect as of the date the
notice is signed, whether or not the Participant is alive at the time of receipt
of such notice. The change will be subject to any payments made or other action
taken by the Company before the receipt of the notice.

In the event of the death of the Participant prior to the Annuity Commencement
Date when there is no surviving Contingent Annuitant the Beneficiary will be the
Designated Beneficiary then in effect. If there is no Designated Beneficiary in
effect or if the Designated Beneficiary is no longer living, the Participant's
estate will be the Beneficiary.

GENERAL PROVISIONS

THE CONTRACT

The Contract is an agreement between the Contract Owner and the Company. This
Certificate is a summary of the Group Annuity Contract. The Certificate
constitutes the entire Certificate.

MODIFICATION

This Contract may be modified at any time by written agreement between the
Contract Owner and the Company. The modification must be signed by the
President, a Vice President, an Assistant Vice President, a Secretary or an
Assistant Secretary of the Company. No modification will affect the amount or
term of any annuity begun prior to the effective date of the modification unless
it is required to conform the Contract to, or give the Contract Owner the
benefit of, any Federal or State statutes. No modification of this Contract will
affect the method by which any then existing Participant's Account Value will be
determined.

NON-PARTICIPATING

This certificate is non-participating. It does not earn dividends.

MISSTATEMENT OF AGE

If the age of the Participant is incorrectly stated, death benefits or annuity
payments will be adjusted to the payment which would have been provided at the
correct age adjusted for any overpayments or underpayments which had been made.

Page 6

<PAGE>

GENERAL PROVISIONS (CONTINUED)

CHANGE OF ANNUITY COMMENCEMENT DATE

a) the Participant's attained age 90, or
b) the end of the Initial Guarantee Period provided such Initial
Guarantee Period is 10 years or less.

CREDITING OF INTEREST AND GUARANTEE PERIODS

The Purchase Payment (less applicable Premium Taxes, if any) will earn interest
at the Initial Guarantee Rate during the Initial Guarantee Period.

a) received, In Writing, a request for a full surrender within 30
days prior to the end of the current Guarantee Period; or

b) received, In Writing, a request for a full surrender within 5
business days after the end of the current Guarantee Period; or

c) received, In Writing, a request for a Guarantee Period of a
different duration from among those offered by the Company at any
time within 30 calendar days prior to the end of the current
Guarantee Period; or

d) received, In Writing, a request for a Guarantee Period of a
different duration from among those offered by the Company at any
time within 5 business days after the end of the current
Guarantee Period.

The Account Value at the beginning of any Subsequent Guarantee Period will be
equal to the Account Value at the end of the Guarantee Period just ending. The
Account Value will earn interest at the subsequent Guarantee Rate in the
subsequent Guarantee Period. This rate will be at least equal to the Initial
Guarantee Rates being credited to Purchase Payments for new certificates for the
same duration of Guarantee Period at the time the Subsequent Guarantee Rate is
determined.

Page 7

<PAGE>

GENERAL PROVISIONS (CONTINUED)

PREMIUM TAXES

A deduction is made for premium taxes, if applicable. On any Certificate subject
to premium tax, the tax will be deducted, as provided under applicable law, from
the Purchase Payment when received, or from the Gross Surrender Value upon
surrender, or from the amount applied to effect an annuity at the time annuity
payments commence.

TERMINATION PROVISIONS

GENERAL SURRENDERS

Full surrenders may be made under a Certificate at any time and will terminate
the Certificate. No partial surrenders may be made.

(A - B) x C, where:

A = the Gross Surrender Value;

B = any unpaid premium taxes;

C = the Market Value Adjustment described below.

MARKET VALUE ADJUSTMENT

The formula which will be used to determine the Market Value Adjustment is
calculated by the Company on a daily basis as follows:

[ 1 + I ] N/12
[---------------]
[ 1 + J ]

I = Guarantee Rate in effect for the current Guarantee Period (expressed as a
decimal, e.g. 1% = .01).

Page 8

<PAGE>

TERMINATION PROVISIONS (CONTINUED)

N = The number of complete months from the Surrender Date to the end of the
current Guarantee Period.

SPECIAL SURRENDERS

A Market Value Adjustment will not be applied to a full surrender made at the
end of the Guarantee Period. A request for a surrender at the end of a Guarantee
Period must be received, In Writing, during the 30 day period preceding the end
of such Guarantee Period. A request for a full surrender received In Writing
within five (5) business days of the beginning of a Subsequent Guarantee Period
will be considered a Special Surrender and a Market Value Adjustment will not be
applied.

PAYMENT UPON SURRENDER - DEFERRAL OF PAYMENT

The Company may defer payment of any total surrender for the period permitted by
law. In no event will this deferral of payment exceed 6 months from date of
receipt of the election to totally surrender. If the Company defers payment for
more than 30 days the Company will pay interest of at least 4% per annum on the
amount deferred. The Company will not, however, defer payment of more than 30
days for any surrender effective at the end of any Guarantee Period.

DEATH BENEFIT

If the Participant dies prior to the Annuity Commencement Date and there is no
designated Contingent Annuitant surviving, the death benefit will be payable to
the Beneficiary as determined under the Contract Control Provisions. If the
death occurs on or prior to the Participant attaining age 65, then the death
benefit equals the higher of the Account Value or the Net Surrender Value as
each is calculated as of the date the Company receives written notification of
due Proof of Death. If the death occurs after the Participant attains age 65,
then the death benefit equals the Net Surrender Value.

The death benefit will be due and payable within a reasonable period of time
(not to exceed 6 months) after the Company receives Due Proof of Death. The
death benefit may be taken in one sum or under any of the annuity options
available under the contract provided however, that, any annuity option selected
must provide that any amount payable as a death benefit will be distributed
within 5 years of the date of death; or, if the annuity option selected provides
for the death benefit to be payable over a period not extending beyond the life
expectancy of the Beneficiary or over the life of the Beneficiary, such
distribution must commence within one year of the date

Page 9

<PAGE>

ANNUITY OPTIONS

of death. Notwithstanding the previous sentence, if the Beneficiary is the
spouse of the Participant and is also the Contingent Annuitant, such spouse may
elect, in lieu of receiving the death benefit, to be treated as the Participant.

ANNUITY BENEFIT

On the Annuity Commencement Date, unless directed otherwise, the Company will
apply the Participant's Account Value multiplied by the Market Value Adjustment,
less applicable premium taxes, if any, to purchase the monthly income payments
according to the Annuity Option elected. If the Annuity Commencement Date
coincides with the end of any Guarantee Period, no Market Value Adjustment will
be applied in the determination of the monthly income payments.

ELECTION OF ANNUITY OPTIONS

The Participant may elect to have the Account Value (less applicable premium
taxes, if any) applied on the Annuity Commencement Date under any of the Annuity
Options described below or any other Annuity Option being offered by the Company
at the time of annuitization. In the absence of such election the Account Value
will be applied on the Annuity Commencement Date under the Second Option to
provide a life annuity with 120 monthly payments certain.

Election of any of these options must be made In Writing to the Company at least
30 days prior to the date such election is to become effective.

DATE OF PAYMENT

The first payment under any option shall be due on the Annuity Commencement
Date. Subsequent payments shall be made in accordance with the manner of payment
selected.

The Participant, or in the case the Participant shall have not done so, the
Beneficiary after the death of the Participant may elect in lieu of payment in
one sum, that any amount or part thereof due by the Company under this Contract
to the Beneficiary shall be applied under any one of the options stated below.
Such election must be made within one year after death of the Participant by
written notice to the office of the Company.

DEATH OF PARTICIPANT

In the event of the death of the Participant while receiving annuity payments,
the present values at the current dollar amount on the date of death of any
remaining guaranteed number of payments, or any then remaining balance of
proceeds under the Fifth Option will be paid in one sum to the Beneficiary
unless other provisions shall have been made and approved by the Company.
However, any method of distribution must provide that any amount payable as a

Page 10

<PAGE>

ANNUITY OPTIONS (CONTINUED)

death benefit will be distributed at least as rapidly as under the method of
distribution in effect at the time of the Participant's death. Calculations of
such present value of the guaranteed payments remaining will be based on the
interest rate that is used by the Company to determine the amount of each
certain payment.

TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE

An annuity effected under a certificate may not be surrendered after the
commencement of annuity payments.

ANNUITY OPTIONS

FIRST OPTION - Life Annuity - An annuity payable monthly during the lifetime of
the Participant, ceasing with the last payment due prior to the death of the
Participant.

SECOND OPTION - Life Annuity with 120, 180, or 240 Monthly Payments Certain - An
Annuity providing monthly income to the Participant for a fixed period of 120
months, 180 months, or 240 months (as selected), and for as long thereafter as
the Participant shall live.

THIRD OPTION - Cash Refund Life Annuity - An annuity payable monthly during the
lifetime of the Participant ceasing with the last payment due prior to the death
of the Participant provided that, at the death of the Participant, the
Beneficiary will receive an additional payment equal to the excess, if any, of
(a) over (b) where: (a) is the Account Value applied on the Annuity Commencement
Date under this option: and (B) is the dollar amount of annuity payments already
paid.

FIFTH OPTION - Payments for a Designated Period - An amount payable monthly for
the number of years selected which may be from 5 to 30 years.

ANNUITY TABLES

Page 11

<PAGE>

DESCRIPTION OF TABLES

The tables for the First, Second, Third and Fourth Options are based on the
1983a, Individual Annuity Mortality Table with ages set back one year and a net
investment rate of 4% per annum. The table for the Fifth Option is based on a
net investment rate of 4% per annum.

MINIMUM PAYMENT

The option elected must result in a payment of an amount at least equal to the
minimum payment amount according to Company rules then in effect. If at any time
payments are less than the minimum payment amount the Company has the right to
change the frequency to an interval resulting in a payment at least equal to the
minimum. If any amount due is less than the minimum per year, the Company may
make other arrangements that are equitable to the Participant.

Page 12

<PAGE>

GROUP ANNUITY CERTIFICATE

Issued by Hartford Life Insurance Company
P.O. Box 2999
Hartford, Connecticut 06104-2999

Participant: John Doe Contract Owner: Doe and Sons Agency

Amount of Each
Annuity Payment: $100 Group Contract Number: Specimen

Date of First Payment: July 1, 1990 Frequency of Payments: Monthly

Beneficiary: Jane Doe Form of Annuity Payment: Cash Refund
Life Annuity

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

This certificate is evidence that the above named Participant (herein referred
to as "you") has been issued an annuity pursuant to the provisions of a eligible
deferred compensation plan. The amount and form of this annuity is determined by
the Contract Owner specified above. Your plan will specify the method under
which your annuity payments will be made to you.

GENERAL PROVISIONS: The amount and terms of the annuity purchased for you are
subject to the provisions of the Group Annuity Contract. This Certificate
describes certain provisions of the Group Contract, but in no way voids or
alters any of the terms of that Contract.

DEATH OF ANNUITANT: If the type of annuity payment provided to you guarantees
payments to your Beneficiary after your death, the present value, at the current
dollar amount on the date of death, of any remaining payments will be paid in
one sum to the Beneficiary designated by you unless your Plan allows otherwise.
Calculation of such present value of the remaining guaranteed payments will be
based on the interest rate that is used by The Hartford to determine the amount
of each certain payment.

The Beneficiary will be the person you name, provided the name is on file with
The Hartford.

TERMINATION: Once your annuity payments have begun, you may not surrender or
terminate your annuity.

MISSTATEMENT OF AGE: If your age is incorrectly stated, the annuity payment
will be adjusted to that payment which would have been provided at the correct
age taking into account any overpayments or underpayments which had been made.

ASSIGNMENT: The Group Contract annuity provisions provides that annuity
payments, benefits and refunds are not assignable.

Signed for the Company

/s/ L.A. Smith /s/ B. Gardner
Lon A. Smith, President Bruce D. Gardner, Secretary

<PAGE>
Opinion
to come.
<PAGE>

ARTHUR ANDERSEN LLP

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Hartford Life
Insurance Company (a Connecticut corporation and wholly-owned subsidiary of
Hartford Life and Accident Insurance Company) and subsidiaries as of December
31, 1994 and 1993, 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, 1994. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

As discussed in the accompanying notes to the consolidated financial statements,
the Company adopted new accounting standards promulgated by the Financial
Accounting Standards Board, changing its methods of accounting as of January 1,
1994, for debt and equity securities, and effective January 1, 1992, for
postretirement benefits other than pensions and postemployment benefits.

/s/ ARTHUR ANDERSEN LLP

Hartford, Connecticut
January 30, 1995

<PAGE>

ARTHUR ANDERSEN LLP

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company and Subsidiaries:

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements of Hartford Life Insurance Company and
subsidiaries included in this registration statement and have issued our report
thereon dated January 30, 1995. Our audits were made for the purpose of forming
an opinion on the basic consolidated financial statements taken as a whole. The
accompanying schedules are the responsibility of the Company's management and
are presented for 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
January 30, 1995

<PAGE>

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 33-35260 on Form S-1 for Hartford Life Insurance
Company.

/s/ ARTHUR ANDERSEN LLP

Hartford, Connecticut
April 6, 1995