HARTFORD LIFE INSURANCE CO, 485BPOS, 1996-01-23

HARTFORD LIFE INSURANCE CO
485BPOS, 1996-01-23

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Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
PRE-EFFECTIVE NO. 1
FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

A. Exact name of trust: Separate Account VL I

B. Name of depositor: ITT Hartford Life and Annuity Insurance Company

C. Complete address of depositor's principal executive offices:
P.O. Box 2999
Hartford, CT 06104-2999

D. Name and address of agent for service:
Rodney J. Vessels, Esquire
ITT Hartford Life and Annuity Insurance Company
P.O. Box 2999
Hartford, CT 06104-2999

E. Title and amount of securities being registered:

An indefinite amount of Flexible Premium Variable Life Insurance Policies
was previously registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940.

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

G. Amount of Filing Fee: Paid

H. Approximate date of proposed public offering:

As soon as practicable after the effective date of this registration
statement.

It is proposed that this filing will become effective:
________ immediately upon filing pursuant to paragraph (b) of Rule 485
________ on (May 1, 1995) pursuant to paragraph (b)(1)(v) of Rule 485
________ 60 days after filing pursuant to paragraph (a)(1) of rule 485
________ on May 1, 1995 pursuant to paragraph (a)(1) of Rule 485
________ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
________ on ____________________ pursuant to paragraph (a)(2) of rule 485
The registrant hereby represents that it is relying on Section (b)(13)(i)(A) of
Rule 6e-3(T).

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RECONCILIATION AND TIE BETWEEN
FORM N-8B-2 AND PROSPECTUS

Item No. of
Form N-8B-2 CAPTION IN PROSPECTUS
----------- ---------------------

1. Cover page

2. Cover page

3. Not applicable

4. The Company; Distribution of the Policies

5. Summary - Separate Account VL I; Separate
Account VL I - General

6. Separate Account VL I - General

7. Not required by Form S-6

8. Not required by Form S-6

9. Legal Proceedings

10. Summary; Separate Account VL I - Funds; The Policy
- Application for a Policy; Detailed Description
of Policy Benefits and Provisions; Other Matters -
Voting Rights, Dividends

11. Summary; Separate Account VL I - Funds

12. Summary; Separate Account VL I - Funds

13. Deductions and Charges from the Account Value;
Distribution of the Policies; Federal Tax
Considerations

14. The Policy - Application for a Policy

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Item No. of
Form N-8B-2 CAPTION IN PROSPECTUS
----------- ---------------------

15. The Policy - Allocation of Premium Payments

16. Separate Account VL I - Funds; The Policy -
Allocation of Premium Payments

17. Summary; Policy Benefits and Rights - Cash Value
and Amount Payable on Surrender of the Policy,
Right to Examine Rights and Surrender Continuation
Options.

18. Separate Account VL I - Funds; Deduction and
Charges from the Account Value; Federal Tax
Considerations

19. Other Matters - Statements to Policy Owners

20. Not applicable

21. Detailed Description of Policy Benefits and
Provisions - Policy Loans

22. Not applicable

23. Safekeeping of Separate Account Assets

24. Other Matters - Assignment

25. The Company

26. Not applicable

27. The Company

28. The Company - Executive Officers and Directors

29. The Company

30. Not applicable

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Item No. of
Form N-8B-2 CAPTION IN PROSPECTUS
----------- ---------------------

31. Not applicable

32. Not applicable

33. Not applicable

34. Not applicable

35. Distribution of the Policies

36. Not required by Form S-6

37. Not applicable

38. Distribution of the Policies

39. The Company; Distribution of the Policies

40. Not applicable

41. The Company; Distribution of the Policies

42. Not applicable

43. Not applicable

44. The Policy - Accumulation Unit Values

45. Not applicable

46. Detailed Description of Policy Benefits and
Provision - Cash Value

47. Separate Account VL I - Funds

48. Cover page; The Company

49. Not applicable

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Item No. of
Form N-8B-2 CAPTION IN PROSPECTUS
----------- ---------------------

50. Separate Account VL I - General

51. Summary; The Company; The Policy; Detailed
Description of Policy Benefits and Provisions;
Other Matters - Beneficiary

52. Separate Account VL I - Funds, Investment
Advisers

53. Federal Tax Considerations

54. Not applicable

55. Not applicable

56. Not required by Form S-6

57. Not required by Form S-6

58. Not required by Form S-6

59. Not required by Form S-6

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ITT HARTFORD LIFE AND ANNUITY STAG VARIABLE
INSURANCE COMPANY Flexible Premium
P.O. BOX 2999 Variable Life Insurance
HARTFORD, CT 06104-2999 Policies
TELEPHONE (800) 243-5433

This Prospectus describes a flexible premium variable life insurance policy (the
"Policies", and each individually a "Policy") offered by ITT Hartford Life and
Annuity Insurance Company ("ILA") to applicants age 80 and under. For a given
amount of Death Benefit chosen, the Purchaser of the Policy has considerable
flexibility in selecting the timing and amount of premium payments. In
addition, the Purchaser can select a Guarantee Period, of from one to ten years,
during which additional guarantees are provided. Among these is the guarantee
that the Death Benefit will be no less than the Initial Face Amount and the
Policy will not lapse as long as certain Scheduled Premiums are paid or are
provided for by favorable investment experience. Unscheduled Premium Payments
are also allowed.

The Guarantee Period selected by You will affect the benefits provided by the
Policy. In general, the longer the Guarantee Period is, the higher the
Front-End Sales Loads and Surrender Charges are. However, the advantages of a
longer Guarantee Period include lower Cost of Insurance rates and lower
Mortality and Expense Risk Rates. See "Guarantee Period" on page for more
details.

Sales agents can provide prospective purchasers with individualized sales
illustrations which reflect all the fees and charges associated with the Policy
options selected.

The Policies provide for a death benefit payable at the Insured's death. The
Policy Owner may select one of three death benefit options; a fixed amount equal
to the Face Amount, a variable amount equal to the Face Amount plus the Account
Value, or a variable amount equal to the Face Amount plus a return of Scheduled
Premiums.

Under all three options, the Policies have Cash Values which increase with the
payment of each premium and which decrease to reflect fees and charges made by
ILA. These fees and charges vary depending on the face amount of the Policy,
the age of the Insured, the level of the premiums paid, and the length of the
Guarantee Period. There is no guaranteed minimum cash value for a Policy.
The Cash Value of a Policy will also vary up or down to reflect the investment
experience of the Funds to which the premium payment(s) has been allocated and
the Policy Owner bears the investment risk for all amounts so allocated.

If a Policy is surrendered during the first two Policy Years, the Policy Owner
may be entitled to a refund of excess loads in addition to the Cash Surrender
Value.

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The initial premium will be allocated to HartfordMoney Market Sub-Account and
after the Right to Examine Period has expired, to one or more of the
Sub-Accounts or to the Fixed Account as specified in the Policy Owner's
application. The Funds underlying the Sub-Accounts presently are: Hartford
Advisers Fund, Inc., Hartford Capital Appreciation Fund, Inc., Hartford Bond
Fund, Inc., Hartford Dividend and Growth Fund, Inc., Hartford Index Fund, Inc.,
Hartford International Opportunities Fund, Inc., Hartford Mortgage Securities
Fund, Inc., Hartford Stock Fund, Inc., and HVA Money Market Fund, Inc. managed
by Hartford Investment Management Company (the "Hartford Funds"), the PCM
Diversified Income Fund, PCM Global Asset Allocation Fund, PCM Global Growth
Fund, PCM Growth and Income Fund, PCM High Yield Fund, PCM Money Market Fund,
PCM New Opportunties Fund, PCM U.S. Government and High Quality Bond Fund, PCM
Utilities Growth and Income Fund, and PCM Voyager Fund managed by The Putnam
Management Company, Inc. (the "Putnam Funds"), and the Equity-Income Portfolio,
Overseas Portfolio and Asset Manager Portfolio managed by Fidelity Management &
Research Company (the "Fidelity Funds").

These Policies are subject to a Front-End Sales Load and Surrender Charge which
are set forth in our standard illustration on pages ____ - ____. In addition,
there are examples on page ___ and ___ to help you in your selection of a
Guarantee Period.

MAXIMUM FRONT-END SALES LOADS ARE 50% OF THE PREMIUMS PAID IN THE FIRST POLICY
YEAR, 11% IN YEARS 2 THROUGH 10 AND 3% IN YEARS 11 AND LATER. THE MAXIMUM
SURRENDER CHARGE UNDER THE POLICY IS 110% OF THE PREMIUM PAID IN THE FIRST
POLICY YEAR. HOWEVER, ACTUAL CHARGES MAY BE LESS. SEE "FRONT-END SALES LOAD"
ON PAGE ____, "SURRENDER CHARGES" ON PAGE ____, AND "REFUND OF EXCESS LOADS" ON
PAGE ___ FOR MORE DETAILS.

IT MAY NOT BE ADVANTAGEOUS TO PURCHASE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
AS A REPLACEMENT FOR YOUR CURRENT LIFE INSURANCE OR IF YOU ALREADY OWN A
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.

THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED BY THE CURRENT PROSPECTUSES OF THE
APPLICABLE ELIGIBLE FUNDS WHICH CONTAIN A FULL DESCRIPTION OF THOSE FUNDS. ALL
PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

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

The date of this Prospectus is .

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TABLE OF CONTENTS PAGE
----
SPECIAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DETAILED DESCRIPTION OF POLICY BENEFITS AND PROVISIONS . . . . . . . . . .
General
Premiums. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premium Payment Flexibility . . . . . . . . . . . . . . . . . . . .
Scheduled Premiums. . . . . . . . . . . . . . . . . . . . . . . . .
Unscheduled Premiums. . . . . . . . . . . . . . . . . . . . . . . .
Allocation of Premium Payments. . . . . . . . . . . . . . . . . . .
Accumulation Units. . . . . . . . . . . . . . . . . . . . . . . . .
Accumulation Unit Values. . . . . . . . . . . . . . . . . . . . . .
Premium Limitation. . . . . . . . . . . . . . . . . . . . . . . . .
Cash Values . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount Payable on Surrender of the Policy . . . . . . . . . . . . .
Load Refund . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Partial Withdrawals . . . . . . . . . . . . . . . . . . . . . . . .
Transfers of Account Value. . . . . . . . . . . . . . . . . . . . . .
Amount and Frequency of Transfers . . . . . . . . . . . . . . . . .
Transfers to or from Sub-Accounts . . . . . . . . . . . . . . . . .
Transfers from the Fixed Account. . . . . . . . . . . . . . . . . .
Policy Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loan Interest . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credited Interest . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred Loan. . . . . . . . . . . . . . . . . . . . . . . . . . .
Loan Repayments . . . . . . . . . . . . . . . . . . . . . . . . . .
Termination Due to Excessive Indebtedness . . . . . . . . . . . . .
Effect of Loans on Account Value. . . . . . . . . . . . . . . . . .
Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Death Benefit Option. . . . . . . . . . . . . . . . . . . . . . . .
Option Change . . . . . . . . . . . . . . . . . . . . . . . . . . .
Death Benefit Guarantee . . . . . . . . . . . . . . . . . . . . . .
Minimum Death Benefit . . . . . . . . . . . . . . . . . . . . . . .
Increases and Decreases in Face Amount. . . . . . . . . . . . . . .
Benefits at Maturity. . . . . . . . . . . . . . . . . . . . . . . . .
Lapse and Reinstatement . . . . . . . . . . . . . . . . . . . . . . .
Policy Surplus. . . . . . . . . . . . . . . . . . . . . . . . . . .
Lapse and Grace Period. . . . . . . . . . . . . . . . . . . . . . .

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Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . .
Automatic Premium Loan Option . . . . . . . . . . . . . . . . . . .
The Right to Examine the Policy . . . . . . . . . . . . . . . . . . .
Surrender/Continuation Options. . . . . . . . . . . . . . . . . . . .
Option Descriptions . . . . . . . . . . . . . . . . . . . . . . . .
Valuation of Payments and Transfers . . . . . . . . . . . . . . . . .
Last Survivor Policy. . . . . . . . . . . . . . . . . . . . . . . . .
Application for a Policy. . . . . . . . . . . . . . . . . . . . . . .
Deductions From the Premium . . . . . . . . . . . . . . . . . . . . .
Front-end sales load. . . . . . . . . . . . . . . . . . . . . . . .
Premium Related Tax Charge. . . . . . . . . . . . . . . . . . . . .
Deductions and Charges From the Account Value . . . . . . . . . . . .
Monthly Deduction Amounts . . . . . . . . . . . . . . . . . . . . .
Surrender Charges . . . . . . . . . . . . . . . . . . . . . . . . .
Examples of Front-End Sales Loads and Surrender Charges . . . . . .
Charges Against the Funds . . . . . . . . . . . . . . . . . . . . .
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SEPARATE ACCOUNT VL I. . . . . . . . . . . . . . . . . . . . . . . . . . .
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
a) Hartford Funds. . . . . . . . . . . . . . . . . . . . . . . . .
b) Putnam Funds. . . . . . . . . . . . . . . . . . . . . . . . . .
c) Fidelity Funds. . . . . . . . . . . . . . . . . . . . . . . . .
Investment Adviser. . . . . . . . . . . . . . . . . . . . . . . . . .
a) Hartford Funds. . . . . . . . . . . . . . . . . . . . . . . . .
b) Putnam Funds. . . . . . . . . . . . . . . . . . . . . . . . . .
c) Fidelity Funds. . . . . . . . . . . . . . . . . . . . . . . . .

THE FIXED ACCOUNT. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statements to Policy Owners . . . . . . . . . . . . . . . . . . . . .
Limit on Right to Contest . . . . . . . . . . . . . . . . . . . . . .
Misstatement as to Age. . . . . . . . . . . . . . . . . . . . . . . .
Payment Options . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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SUPPLEMENTAL BENEFITS. . . . . . . . . . . . . . . . . . . . . . . . . . .
Deduction Amount Waiver Rider . . . . . . . . . . . . . . . . . . . . .
Accidental Death Benefit Rider . . . . . . . . . . . . . . . . . . . . .
Increase in Coverage Option Rider. . . . . . . . . . . . . . . . . . . .
Maturity Date Extension Rider. . . . . . . . . . . . . . . . . . . . . .

EXECUTIVE OFFICERS AND DIRECTORS . . . . . . . . . . . . . . . . . . . . .

DISTRIBUTION OF THE POLICIES . . . . . . . . . . . . . . . . . . . . . . .

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS . . . . . . . . . . . . . . .

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . .
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation of ILA and Separate Account VL I. . . . . . . . . . . . . . . .
Income Taxation of Policy Benefits . . . . . . . . . . . . . . . . . . .
Modified Endowment Contracts . . . . . . . . . . . . . . . . . . . . . .
Diversification Requirements . . . . . . . . . . . . . . . . . . . . . .
Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . . .
Other Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . .

LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . .

The Policies may not be available in all states.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER OR OTHER PERSON IS AUTHORIZED
TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON.

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SPECIAL TERMS

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

ACCOUNT VALUE: Value used to determine certain policy benefits and charges.

ACCUMULATION UNIT: An accounting unit of measure used to calculate the value of
a Sub-Account.

ANNUAL SCHEDULED PREMIUM AND/OR SCHEDULED PREMIUMS: The amount of Premiums
selected by you within limits established under the Policy.

ATTAINED AGE: The Issue Age plus the number of fully completed Policy Years.

CASH SURRENDER VALUE: Cash Value less all Indebtedness.

CASH VALUE: The Account Value less all remaining Surrender Charges, if any.

CODE: The Internal Revenue Code of 1986, as amended.

DATE OF ISSUE: The date from which the Suicide and Incontestability provisions
are measured.

DEATH BENEFIT: The Death Benefit Option in effect determines how the Death
Benefit is calculated. The three Death Benefit Options provided are described
in the Death Benefit section of this Prospectus.

DEATH PROCEEDS: The amount which we will pay on the death of the Insured. This
amount equals the Death Benefit less any Indebtedness.

FACE AMOUNT: On the Policy Date, the Face Amount equals the Initial Face
Amount. Thereafter it may change in accordance with the terms of the Policy.

FIXED ACCOUNT: Portion of Account Value invested in the General Account of ITT
Hartford Life and Annuity Insurance Company.

FUNDS: The registered open-end management investment companies in which assets
of the Separate Account may be invested.

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GUARANTEE PERIOD: The period, selected by you, from one to ten years, during
which additional Policy guarantees are provided. Among these is the guarantee
that if Scheduled Premiums are paid, the Death Benefit will be no less than the
initial Face Amount regardless of the investment performance of the
Sub-Accounts. See "Guarantee Period" on page ___.

GUIDELINE ANNUAL PREMIUM: The level annual premium payment necessary to provide
the future benefits under the policy through maturity, based on certain
assumptions specified under the Federal Securities laws. These assumptions
include mortality charges based on the 1980 CSO Table, an assumed annual net
rate of return of 5% per year, and deduction of the fees and charges specified
in the Policy. For purposes of the policy, the Guideline Annual Premium is used
only in limiting front-end sales loads and surrender charges.

ILA: ITT Hartford Life and Annuity Insurance Company

IN WRITING: in a written form satisfying to Us.

INDEBTEDNESS: The outstanding loan on the Policy, including any interest due or
accrued.

INSURED: The person on whose life the Policy is issued.

ISSUE AGE: As of the Policy Date, the Insured's age on his/her last birthday.

LOAN ACCOUNT: An account established for any amounts transferred from the Fixed
Account and Sub-Accounts as a result of loans. The account is credited with
interest and is not based on the investment experience of the Separate Account.

MATURITY DATE: The date on which the Policy will mature.

MONTHLY ACTIVITY DATE: The Policy Date and the same date in each succeeding
month as the Policy Date except that whenever the Monthly Activity Date falls on
a date other than a Valuation Day, the Monthly Activity Date will be deemed the
next Valuation Day.

MONTHLY DEDUCTION AMOUNT: The fees and charges deducted from the Account Value
on the Monthly Activity Date.

NATIONAL SERVICE CENTER: Located in Minneapolis, Minnesota.

NET PREMIUM: The amount of premium actually credited to the Account Value.

POLICY: A flexible premium variable life insurance contract issued by ILA, as
described in this Prospectus.

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POLICY ANNIVERSARY: An anniversary of the Policy Date. Similarly, Policy Years
are measured from the Policy Date.

POLICY DATE: The date from which Policy Anniversaries and Policy Years are
determined.

POLICY LOAN RATE: The interest rate charged on policy loans.

POLICY OWNER: The person having rights to benefits under the Policy during the
lifetime of the Insured; the Policy Owner may or may not be the Insured.

POLICY SURPLUS: This is an amount which we calculate for each Policy Year
during the Guarantee Period to determine whether or not payment of a Scheduled
Premium is required and is calculated as described in "Policy Surplus" on
page ___.

POLICY YEARS: Annual periods computed from the Policy Date.

PRO RATA BASIS: An allocation method based on the proportion of the Account
Value in the Fixed Account and each Sub-Account.

SCHEDULED PREMIUM: Amount of premium shown on your specifications.

SEPARATE ACCOUNT: An account established by ITT Hartford Life and Annuity
Insurance Company to separate the assets funding the Policies from other assets
of ITT Hartford Life and Annuity Insurance Company; in this case, "Separate
Account VL I".

SUB-ACCOUNT: The subdivisions of the Separate Account.

UNSCHEDULED PREMIUMS: Any premium payment other than a Scheduled Premium
Payment.

VALUATION DAY: Every day the New York Stock Exchange is open for trading. The
value of the Separate Account is determined at the close of the New York Stock
Exchange (currently 4:00 p.m. Eastern Time) on such days.

VALUATION PERIOD: The period between the close of business on successive
Valuation Days.

YOU, YOUR: The Owner of the policy.

WE, US, OUR, THE COMPANY: ITT Hartford Life and Annuity Insurance Company.

<PAGE>
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SUMMARY

THE POLICY

The flexible premium variable life insurance policies offered by this Prospectus
are funded by a Fixed Account and Separate Account VL I, a separate account
established by ILA pursuant to Connecticut insurance law and organized as a unit
investment trust registered under the Investment Company Act of 1940. Separate
Account VL I is presently comprised of 22 sub-accounts (the "Sub-Accounts" and
each individually a "Sub-Account"), each of which invests exclusively in one of
the underlying Funds. If an initial premium is submitted with an application
for a Policy, it will be allocated, to the Hartford Money Market Sub-Account.
At a later date the values in the Hartford Money Market Sub-Account will be
allocated to one or more of the Sub-Accounts or the Fixed Account as specified
in the Policy Owner's application. This later date is the latest of 45 days
after the application is signed, ten days after We receive the premium and the
date We receive the final requirement to put the Policy in force. The Policies
are credited with units ("Accumulation Units") in each selected Sub-Account, the
assets of which are invested in the applicable Fund. A Policy Owner may
transfer the funds among the Sub-Accounts and the Fixed Account subject to a
transfer charge. See "Transfer of Account Value" of Detailed Description of
Policy Benefits and Provisions, page ___.

The Policies are first and foremost life insurance policies with death benefits,
cash values, and other features traditionally associated with life insurance.
The Policies are called "flexible premium" because, once the desired level and
pattern of Death Benefits have been determined, a purchaser has considerable
flexibility in the selection of the timing and amount of premium to be paid.
The Policies are called "variable" because, unlike the fixed benefits of an
ordinary whole life insurance policy, the Cash Value will, and the Death Benefit
may increase or decrease depending on the investment experience of the Funds to
which the premium payment(s) has been allocated. However, as long as the Policy
remains in force, no partial withdrawals occur, and there are no requests to
increase or decrease the Face Amount, the Death Benefit will never be less than
the Initial Face Amount. See "Policy Benefits and Rights -- Death Benefit",
page ___.

POLICY DESIGN OPTIONS

The options in the Policy are structured to give a Purchaser and his sales agent
the ability to select a Policy tailor-made for the purchaser's specific life
insurance needs.

The Policy options which give the purchaser such flexibility fall into four
major categories:

1. Death Benefit Options - These allow the Purchaser to select various levels
and patterns of Death Benefits.

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2. Premium Options - Once the Purchaser has decided on the appropriate Death
Benefit, he then has considerable flexibility in determining the desired premium
schedule.

3. Guarantee Period Options - The Purchaser also has the ability to choose a
Guarantee Period from one to ten years. During this period, additional
contractual guarantees are provided. Among these is the guarantee that the
Death Benefit will be no less than the Initial Face Amount and the Policy will
not lapse as long as certain Scheduled Premiums selected by the Purchaser are
paid or provided for by favorable investment experience.

4. Investment Options - The Purchaser has the choice of allocating the Policy's
Account Value among five or less of the Policy's 23 investment options. These
include the 22 variable sub-accounts and the fixed account.

DEATH BENEFIT

The Policies provide for three Death Benefit options. These can be level and
equal to the Face Amount, a Face Amount plus Return of Account Value Death
Benefit or a Face Amount plus Return of Scheduled Premium Death Benefit. At the
death of the Insured, we will pay the Death Proceeds to the Beneficiary. The
Death Proceeds equal the Death Benefit less any Indebtedness under the Policy.
See "Detailed Description of Policy Benefits and Provision - Death Benefit,"
page ____.

PREMIUM

You have considerable flexibility as to when and in what amounts you pay
premiums.

Prior to issue, you can choose the level of the Scheduled Premiums, within a
range determined by ILA based on the Face Amount of the policy, the insured's
sex (except where unisex rates apply), age at issue, and the insured's risk
classification.

During the Guarantee Period, ILA will guarantee that the Policy will not lapse,
regardless of the investment experience of the Funds, if you pay the Scheduled
Premiums when due. In addition, Unscheduled Premium Payments are allowed during
the Guarantee Period.

Even if You do not pay all Scheduled Premiums due during the Guarantee Period,
the Policy will stay in force as long as the Policy Surplus exceeds the
Indebtedness in the Policy.

After the Guarantee Period, You may change your Scheduled Premiums to any level
you desire, and Unscheduled Premium Payments are still allowed. Once the
Guarantee Period has expired, the Policy will not lapse as long as the Cash
Surrender Value is sufficient to cover the Monthly Deduction Amounts.

<PAGE>
-16-

No premium payment will be accepted which causes the Policy to not meet the tax
qualification guidelines for life insurance under the Internal Revenue Code of
1986, as amended.

There are circumstances, usually if a Policy Owner wants to refund future
benefits in seven years or less, when the Policy may become a Modified Endowment
Contract under federal tax law. If it does, loans and other pre-death
distributions are includable in gross income on an income-first basis. A 10%
penalty tax may be imposed on income distributed before the insured attains age
59 1/2. Prospective purchasers and Policy Owners are advised to consult a
qualified tax adviser before taking steps that may affect whether the Policy
becomes a Modified Endowment Contract. See "Federal Tax Considerations,
Modified Endowment Contract" for a discussion of the "seven pay test", page ___.

GUARANTEE PERIOD

The Guarantee Period selected by You will affect the benefits provided by the
Policy. In general, the longer the Guarantee Period is, the higher the
front-end sales loads and Surrender Charges are. However, the advantages of a
longer Guarantee Period include:

a. a longer period during which Your Death Benefit is guaranteed, regardless
of the investment experience of the Sub-Accounts,

b. a longer period during which your current administrative fees are
guaranteed (as a result, the longer the Guarantee Period is, the lower the
guaranteed administrative fees are),

c. a longer period during which your current Cost of Insurance rates are
guaranteed (as a result, the longer the Guarantee Period is, the lower the
guaranteed Cost of Insurance rates are),

d. lower current Cost of Insurance rates,

e. lower Mortality and Expense risk rates.

In addition, if you choose a Guarantee Period longer than five years, You may be
given the right to purchase additional coverage, subject to limitations, without
any evidence of Insurability. See "Supplemental Benefits" on page ____.

Due to the way the different charges and fees depend on different factors, such
as the length of the Guarantee Period, it is difficult to anticipate the net
effect of these charges on the Policy values without a sales illustration. Once
a purchaser, in consultation with his sales agent, has decided on a combination
of policy features, (such as face amount, level of Scheduled Premiums, Guarantee
Period, and the age and sex of Insured) the sales agent will provide that
purchaser with

<PAGE>
-17-

an illustration which reflects the charges and benefits of that particular
combination and a summary of Policy charges and fees. In addition, these
illustrations are available for any allowable combination of benefits which a
prospective purchaser may request.

For more information concerning Front-End Sales Loads, see page ____, Surrender
Charges, see page ____, Cost of Insurance Charges, see page ____, and Mortality
and Expense Risk Charges see page ____.

SEPARATE ACCOUNT VL I

Separate Account VL I is a separate account established by ILA pursuant to the
insurance laws of the State of Connecticut and organized as a registered unit
investment trust under the Investment Company Act of 1940. Separate Account VL
I is presently comprised of 22 Sub-Accounts, each of which invests exclusively
in one of the Funds. Each Hartford Fund is organized as a corporation under the
laws of the State of Maryland and is a diversified open-end management
investment company registered under the Investment Company Act of 1940. The
Putnam Funds are organized as Putnam Capital Manager Trust, a Massachusetts
business trust organized on September 24, 1987, and is a diversified open-end,
series investment company with multiple portfolios or funds registered under the
Investment Company Act of 1940. The Fidelity Funds involve two diversified
open-end management investment companies, each with multiple portfolios and
organized as a Massachusetts business trust. The Equity-Income Portfolio and
Overseas Portfolio are portfolios of the Variable Insurance Products Fund,
organized on November 13, 1981. The Asset Manager Portfolio is a portfolio of
the Variable Insurance Products Fund II, organized on March 21, 1988.

Registration under the Investment Company Act of 1940 does not involve
supervision of the management or investment practices or policies by the
Commission. The shares of the Funds are sold to Separate Account VL I and to
other separate accounts of ILA or its affiliates which fund similar annuity or
life insurance products.

Currently, the Funds are Hartford Advisers Fund, Inc., Hartford Capital
Appreciation Fund, Inc., Hartford Bond Fund, Inc., Hartford Dividend and Growth
Fund, Inc., Hartford Index Fund, Inc., Hartford International Opportunities
Fund, Inc., Hartford Mortgage Securities Fund, Inc., Hartford Stock Fund, Inc.,
and HVA Money Market Fund, Inc. (hereinafter the "Hartford Funds"), the PCM
Diversified Income Fund, PCM Global Asset Allocation Fund, PCM Global Growth
Fund, PCM Growth and Income Fund, PCM High Yield Fund, PCM Money Market Fund,
PCM New Opportunites Fund, PCM U.S. Government and High Quality Bond Fund, PCM
Utilities Growth and Income Fund, and PCM Voyager Fund (hereinafter the "Putnam
Funds"), and the Equity-Income Portfolio, Overseas Portfolio and Asset Manager
Portfolio (hereinafter the "Fidelity Funds"). Applicants should read the
prospectuses for each of the Funds accompanying this Prospectus in connection
with the purchase of a Policy. The investment objectives of each of the Funds
are as set forth in "Separate Account VL I," page ___.

<PAGE>
-18-

Total fund operating expenses in 1994, including management fees, were .655% for
the Hartford Advisers Fund; .720% for the Hartford Capital Appreciation Fund;
.547% for the Hartford Bond Fund; .834% for the Hartford Dividend and Growth
Fund; .454% for the Hartford Index Fund; .851% for the Hartford International
Opportunities Fund; .477% for the Hartford Mortgage Securities Fund; .501% for
the Hartford Stock Fund; .474% for the HVA Money Market Fund; .80% for the PCM
Diversified Income Fund; .76% for the PCM Global Asset Allocation Fund; .77% for
the PCM Global Growth Fund; .62% for the PCM Growth and Income Fund; .74% for
the PCM High Yield Fund; .55% for the PCM Money Market Fund; .71% for the PCM
New Opportunities Fund; .67% for the PCM U.S. Government and High Quality Bond
Fund; .68% for the PCM Utilities Growth and Income Fund; .71% for the PCM
Voyager Fund; .58% for the Equity-Income Portfolio; .92% for the Overseas
Portfolio; and .80% for the Asset Manager Portfolio.

The investment adviser for the Hartford Funds is The Hartford Investment
Management Company, Inc., a wholly-owned subsidiary of ILA. The Hartford
Investment Management Company, Inc. retains a sub-investment adviser with
respect to some of the Funds. The Putnam Funds are advised by The Putnam
Management Company, a subsidiary of The Putnam Companies, Inc. The Fidelity
Funds are managed by Fidelity Management & Research Company. See "Separate
Account VL I," page ____.

FIXED ACCOUNT

Premium Payments and Cash Values allocated to the Fixed Account become part of
the general assets of ILA. ILA invests the assets of the General Account in
accordance with applicable law governing the investments of Insurance Company
general accounts.

DEDUCTIONS FROM THE PREMIUM

Before the allocation of the premium to the Account Value, a deduction as a
percentage of premium is made for the front-end sales load and premium taxes.
The amount of each premium allocated to the Account Value is your Net Premium.

FRONT-END SALES LOAD

The front-end sales load of the premium deduction is based on the level of
Scheduled Premiums, the length of the Guarantee Period, and the amount of any
Unscheduled Premiums paid.

The maximum front-end sales load percentages are 50% of the premiums paid in the
first Policy Year, 11% in Policy Years 2 through 10, and 3% in Policy Years 11
and later.

For all Guarantee Periods, the maximum amount of premium paid in any Policy Year
subject to a front-end sales load is the Guideline Annual Premium. In addition,
if Scheduled Premiums are

<PAGE>
-19-

less than the Guideline Annual Premium, the maximum amount of premium paid in
the first Policy Year subject to a front-end sales load is the Scheduled
Premium.

The actual schedule of front-end sales loads for any given Policy is specified
in that Policy.

PREMIUM RELATED TAX CHARGE

We deduct a percentage of each premium to cover taxes assessed against ILA that
are attributable to premiums. This percentage will vary by locale depending on
the tax rates in effect there. The range is generally between 0% and 4%.

DEDUCTIONS AND CHARGES FROM THE ACCOUNT VALUE

We will subtract amounts from your Account Value to provide for the Monthly
Deduction Amount. These will be taken on a Pro Rata Basis from the Fixed
Account and Sub-Accounts on each Monthly Activity Date.

The Monthly Deduction Amount equals:

(a) the Cost of Insurance; plus
(b) the charges for additional benefits provided by rider, if any; plus
(c) the charges for "special" insurance class rating, if any; plus
(d) the Monthly Administrative Fee, plus
(e) the Mortality and Expense Risk Charge.

ILA may also set up a provision for income taxes against the assets of Separate
Account VL I. See "Deductions and Charges From the Account Value, page ___ and
"Federal Tax Considerations," page __.

The Mortality and Expense Risk Charge ranges from .90% annually for a Policy
with a one-year Guarantee Period and decreases proportionately as the Guarantee
Period gets longer to .60% on a Policy with a ten-year Guarantee Period.

Applicants should review the prospectuses for the Funds which accompany this
Prospectus for a description of the charges assessed against the assets of each
of the Funds.

SURRENDER CHARGES

<PAGE>
-20-

limits imposed by state insurance law, the Surrender Charge decreases by an
equal amount each Policy Year until it reaches zero during the tenth Policy
Year.

The actual schedule of Surrender Charges for any given Policy is set forth in
that Policy. In addition, sales agents will provide, upon request, the schedule
of Surrender Charges which would apply under any given circumstances.

The aggregate front-end sales load and Surrender Charge assessed if a Policy
lapses or is surrendered (i.e., the total sales load) will not exceed the sales
load limitations specified by the Securities and Exchange Commission.
Generally, the total sales load under the Policy will not exceed 180% of the
Guideline Annual Premium, or 9% of the sum of the Guideline Annual Premium that
would be paid over a 20-year period. In cases where the anticipated life
expectancy of the insured(s) named in the Policy is less than 20 years, the
total sales load will not exceed 9% of the sum of the Guideline Annual Premiums
for the shorter period.

LIMITS ON FRONT-END SALES LOADS AND SURRENDER CHARGES

Certain Federal securities and State insurance laws and regulations limit the
front-end sales loads and surrender charges which can be assessed on these
Policies. The front-end sales loads and surrender charges assessed in these
Policies comply with these limitations.

Front-end sales loads and Surrender Charges which cover expenses relating to the
sale and distribution of the contracts may be reduced for certain sales of the
contracts under circumstances which may result in savings of such sales and
distribution expenses.

CASH VALUE

As with many other types of insurance policies, each Policy will have a cash
value ("Cash Value"). The Cash Value of the Policy will increase or decrease to
reflect the interest credited to the Fixed Account and Loan Account, investment
experience of the Sub-Accounts applicable to the Policy and deductions for the
Monthly Deduction Amount. There is no minimum guaranteed Cash Value and the
Policy Owner bears the risk of the investment in the Funds. See "Detailed
Description of the Policy Benefits and Provisions - Cash Value," page ___.

POLICY LOAN

A Policy Owner may obtain a cash loan from ILA. The loan is secured by the
Policy. At the time a loan is requested, the Indebtedness (including the
currently applied for loan) may not exceed 90% of the Cash Value. See "Detailed
Description of Policy Benefits and Provisions - Policy Loans," page __.

<PAGE>
-21-

CHARGES AGAINST THE FUNDS

Separate Account VL I purchases shares of the Funds at net asset value. The net
asset value of the Fund shares reflects investment advisory fees and
administrative and other expenses already deducted from the assets of the Funds.
These charges are described herein. See Charges Against the Funds, page _____.

THE RIGHT TO EXAMINE THE POLICY

An applicant has a limited right to return his or her Policy for cancellation.
If the applicant returns the Policy within ten days after delivery of the
Policy, or within 45 days after completion of the application, whichever is
latest (subject to applicable state regulation), ILA will return to the
applicant, within seven days thereafter, the premium paid.

SURRENDER/CONTINUATION OPTIONS

At any time prior to the Maturity Date, provided the Policy has a Cash Surrender
Value, You may generally choose to have the Cash Surrender Value applied under
one of the following options:

Option A - Surrender for Cash
Option B - Continue as Extended Term Insurance
Option C - Continue as Paid-Up Insurance

See "Detailed Description of Policy Benefits and Provisions," and
"Surrender/Continuation Options", pages ___.

TAX CONSEQUENCES

The current Federal tax law generally excludes all death benefit payments from
the gross income of the Policy Beneficiary. See "Federal Tax Considerations,"
page ___.

DETAILED DESCRIPTION OF POLICY BENEFITS AND PROVISIONS

GENERAL

This Prospectus describes a flexible premium variable life insurance policy
where the Purchaser of the Policy has considerable flexibility in selecting the
timing and amount of premium payments. In addition, the Purchaser can select a
Guarantee Period, from one to ten years, during which additional guarantees are
provided such as the guarantee that the Death Benefit will be no

<PAGE>
-22-

less than the Initial Face Amount and the Policy will not lapse as long as
certain Scheduled Premiums are paid or are provided for by favorable investment
experience. As stated below, Unscheduled Premium payments are also allowed.

PREMIUMS

PREMIUM PAYMENT FLEXIBILITY

A significant feature of the Policy is that it gives you the ability to pay
amounts greater or less than the Scheduled Premiums.

Prior to issue, you can choose the level of the Scheduled Premiums, within a
range determined by ILA, based on the Face Amount of the policy, the insured's
sex (except where unisex rates apply), age at issue, and the insured's risk
classification.

During the Guarantee Period, ILA will guarantee that the Policy will not lapse,
regardless of the investment experience of the Funds, if you pay the Scheduled
Premiums when due and the Indebtedness never exceeds the Cash Value. In
addition, Unscheduled Premium payments are allowed during the Guarantee Period.

Even if you do not pay all Scheduled Premiums due during the Guarantee Period,
the Policy will stay in force as long as the Policy Surplus exceeds the
Indebtedness in the Policy.

After the Guarantee Period, you may change your Scheduled Premiums to any level
you desire, and Unscheduled Premium payments are still allowed. Once the
Guarantee Period has expired, the Policy will not lapse as long as the Cash
Surrender Value is sufficient to cover the Monthly Deduction Amounts.

See also "Lapse and Reinstatement" on page ______ for more details.

SCHEDULED PREMIUMS

You have the right to pay Scheduled Premiums annually, semiannually, quarterly,
or monthly. The first Scheduled Premium is due on the Policy Date. During the
Guarantee Period, each Scheduled Premium after the first is due at the
expiration of the period for which the preceding Scheduled Premium was paid. A
Scheduled Premium may be paid at any time prior to its due date, subject to the
premium limitations set forth by the Internal Revenue Code as indicated in the
"Premium Limitation" section. See page ___.

During the Guarantee Period, if all Scheduled Premiums are paid when due and if
Indebtedness does not exceed the Cash Value, the Policy will not terminate due
to insufficient Cash Surrender Value, regardless of the investment experience of
the Funds.

<PAGE>
-23-

During the Guarantee Period, if you fail to pay a Scheduled Premium when due,
and if, on the premium due date and for the rest of that Policy Year, the Policy
Surplus exceeds the Indebtedness, payment of that Scheduled Premium will not be
required in that year or in any future year. The Policy will not terminate due
to this nonpayment. However, future Scheduled Premiums during the Guarantee
Period will be required unless the Policy Surplus continues to exceed the
Indebtedness in those future Policy Years. In addition, as is true with any
premium, your Account Value and Policy Surplus in future years will be larger if
you make the premium payment than if you do not.

For example, to determine whether or not non-payment of a Scheduled Premium in
the second Policy Year would result in a lapse, You would compare the actual
Account Value on the first Policy Anniversary to the first Target Account Value.
If the actual Account Value was equal to or greater than the Target Account
Value and the Indebtedness remained less than this Policy Surplus, failure to
pay any Scheduled Premiums due in the second Policy Year would not result in a
lapse.

After the Guarantee Period, ILA will send reminder notices for the Owner to pay
Scheduled Premiums during the Insured's lifetime. Payment of the Scheduled
Premium may not be sufficient to keep the policy in force after the end of the
Guarantee Period.

UNSCHEDULED PREMIUMS

Any premium We receive under the Policy in an amount different from the
Scheduled Premium will be considered an Unscheduled Premium. Unscheduled
Premiums of at least $50.00 can be made at any time while the Policy is in
force.

ALLOCATION OF PREMIUM PAYMENTS

The initial Net Premium will be allocated to Hartford Money Market Sub-Account
on the later of the Policy Date or the date We receive the premium.

The value in this Hartford Money Market Sub-Account will then be allocated to
the Fixed Account and Sub-Accounts according to the premium allocation specified
in the application on the latest of 45 days after the application is signed, ten
days after We receive the premium and the date We receive the final requirement
to put the Policy in force.

Any additional Net Premiums received by Us prior to such date will be allocated
to the Hartford Money Market Fund Sub-Account.

Upon written request, You may change the premium allocation. Portions allocated
to the Fixed Account and Sub-Accounts must be whole percentages of 10% or more.
Subsequent Net Premiums will be allocated on the date received, if such date
is a Valuation Day, to the Fixed Account and Sub-Accounts according to Your most

<PAGE>
-24-

recent instructions, subject to the following. The Account Value may be
allocated to no more than five of these. If We receive a premium and Your most
recent allocation instructions would violate this requirement, We will allocate
the Net Premium to the Fixed Account and Sub-Accounts according to Your previous
premium allocation.

The owner receives several different types of notification as to what his
current premium allocation is. The initial allocation chosen by the owner is
shown in the contract. And, each transactional confirmation received after a
premium payment will show how that premium has been allocated. In addition,
each quarterly statement summarized the current premium allocation in effect for
that contract.

ACCUMULATION UNITS

Net Premiums allocated to the Sub-Accounts are used to credit Accumulation Units
to those Sub-Accounts.

The number of Accumulation Units in each Sub-Account to be credited to a Policy
(including the initial allocation to Hartford Money Market Sub-Account) and the
amount credited to the Fixed Account will be determined first by multiplying the
Net Premium by the appropriate allocation percentage to determine the portion to
be invested in the Fixed Account or Sub-Account. Each portion to be invested in
a Sub-Account is then divided by the then Accumulation Unit Value of that
particular Sub-Account next computed following receipt of the payment.

ACCUMULATION UNIT VALUES

The Accumulation Unit Value for each Sub-Account will vary to reflect the
investment experience of the applicable Fund and will be determined on each
Valuation Day by multiplying the Accumulation Unit Value of the particular
Sub-Account on the preceding Valuation Day by a Net Investment Factor for that
Sub-Account for the Valuation Period then ended. The Net Investment Factor for
each of the Sub-Accounts is equal to the net asset value per share of the
corresponding Fund at the end of the Valuation Period (plus the per share amount
of any dividend or capital gain distributions paid by that Fund in the Valuation
Period then ended) divided by the net asset value per share of the corresponding
Fund at the beginning of the Valuation Period.

All valuations in connection with a Policy, e.g., with respect to determining
Cash Value and Account Value and in connection with Policy Loans, or calculation
of Death Benefits, or with respect to determining the number of Accumulation
Units to be credited to a Policy with each premium payment, other than the
initial premium payment, will be made on the date the request or payment is
received by ILA at the National Service Center if such date is a Valuation Day;
otherwise such determination will be made on the next succeeding date which is a
Valuation Day.

<PAGE>
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PREMIUM LIMITATION

If premiums are received which would cause the Policy to fail to meet the
definition of a life insurance policy in accordance with the Internal Revenue
Code, We will refund the excess premium payments. We will refund such premium
payments and interest thereon within 60 days after the end of a Policy Year.

Except for Scheduled Premiums that are required, a premium payment that results
in an increase in the Death Benefit greater than the amount of the premium will
be accepted only after We approve evidence of insurability.

CASH VALUES

As with traditional life insurance, each Policy will have a Cash Value. The
Cash Value is equal to the Account Value less any remaining Surrender Charges.
There is no minimum guaranteed Cash Value.

The Account Value of a policy changes on a daily basis and will be computed on
each Valuation Day. The Account Value will vary to reflect the investment
experience of the Sub-Accounts, and the interest credited to the Fixed and Loan
Accounts as well as the Monthly Deduction Amounts.

The Account Value of a particular Policy is related to the net asset value of
the Funds (as provided daily by each Fund's custodian) associated with the
Sub-Accounts, if any, to which premium payments on the Policy have been
allocated. The Account Value in the Sub-Accounts on any Valuation Day is
calculated by multiplying the number of Accumulation Units in each Sub-Account
as of the Valuation Day by the current Accumulation Unit Value of that
Sub-Account and then summing the result for all the Sub-Accounts. The Account
Value equals the Account Value in the Sub-Accounts plus the value of the Fixed
and Loan Accounts. The Cash Value is the Account Value minus any remaining
Surrender Charge. The Cash Surrender Values which is the net amount available
upon surrender of the Policy, is the Cash Value less any Indebtedness. See "The
Policy - Accumulation Unit Values," page ____.

ILA does not expect to incur any Federal income tax on the earnings or realized
capital gains attributable to the Separate Account. However, if ILA incurs
income taxes attributable to the Separate Account or determines that such taxes
may be incurred, it may assess a charge for taxes against the Separate Account.

AMOUNT PAYABLE ON SURRENDER OF THE POLICY

As long as the Policy is in effect, a Policy Owner may elect, without the
consent of the Beneficiary (provided the designation of Beneficiary is not
irrevocable), to fully surrender the Policy. Upon surrender, the Policy Owner
will receive the Cash Surrender Value determined as of the day ILA receives the
Policy Owner's written request or the date requested by the Policy Owner,
whichever is later. The Cash Surrender Value equals the Cash Value less any
Indebtedness. The Policy will terminate on the date of receipt of the written
request, or the date the Policy Owner requests the surrender to be effective,
whichever is later. For a complete description of the method of calculating
your Account Value upon surrender, see "The Policy - Accumulation Unit
Values," page ____.

<PAGE>
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LOAD REFUND

If a Policy is surrendered during the first two Policy Years, the Policy Owner
may be entitled to payment of a refund in addition to the Cash Surrender Value.

The refund will be equal to the excess, if any, of the sum of the actual
front-end sales load charged to-date plus the Surrender Charge assessed upon
Surrender over:

1. the sum of 30% of payments in aggregate amount less than or equal to one
Guideline Annual Premium plus 10% of payments in aggregate amount greater
than one Guideline Annual Premium but not more than two Guideline Annual
Premiums; and

2. 9% of each payment made in excess of two Guideline Annual Premiums.

PARTIAL WITHDRAWALS

After the Guarantee Period, partial withdrawals are allowed. The minimum
partial withdrawal allowed is $500.00. The maximum partial withdrawal is the
Cash Surrender Value, less $1,000.00. A partial withdrawal charge of up to
$50.00 may be charged. One partial withdrawal is allowed each Policy Year. The
Face Amount is reduced by the amount of the Partial Withdrawal. Unless
specified otherwise, the Partial Withdrawal will be deducted on a Pro Rata Basis
from the Fixed Account and the Sub-Accounts.

TRANSFERS OF ACCOUNT VALUE

AMOUNT AND FREQUENCY OF TRANSFERS

Upon request and as long as the Policy is in effect, You may transfer amounts
among the Fixed Account and Sub-Accounts.

The amounts which may be transferred and the number of transfers will be limited
by Our rules then in effect.

Currently there are no restrictions on transfers other than those described
below. There is no charge currently for the first four (4) transfers in any
Policy Year. Each subsequent transfer is subject to a $25 Transfer Charge.

We reserve the right at a future date to limit the size of transfers and
remaining balances, and to limit the number and frequency of transfers.

<PAGE>
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TRANSFERS TO OR FROM SUB-ACCOUNTS

In the event of a transfer from a Sub-Account, the number of Accumulation Units
credited to the Sub-Account from which the transfer is made will be reduced.
The reduction will be determined by dividing:

1. the amount transferred by,
2. the Accumulation Unit Value for that Sub-Account on the Valuation Day We
receive Your request for transfer In Writing.

In the event of a transfer to a Sub-Account, We will increase the number of
Accumulation Units credited to the Sub-Account. The increase will equal:

1. the amount transferred divided by,
2. the Accumulation Unit Value for that Sub-Account determined on the
Valuation Day We receive your request for transfer in writing.

TRANSFERS FROM THE FIXED ACCOUNT

In addition to the conditions above, transfers from the Fixed Account are
subject to the following:

(a) the transfer must occur during the 30-day period following each Policy
Anniversary; and

(b) if the Accumulated Value in Your Fixed Account exceeds $1,000, the amount
transferred in any Policy Year may be no larger than 25% of the Accumulated
Value in the Fixed Account on the date of transfer.

POLICY LOANS

As long as the Policy is in effect, a Policy Owner may obtain, without the
consent of the Beneficiary (provided the designation of Beneficiary is not
irrevocable), a cash loan from ILA. The total Indebtedness at the time of the
new loan (including the accrued interest on prior loans plus the currently
applied for loan) may not exceed 90% of the Cash Value.

The amount of each loan will be transferred on a Pro Rata Basis from the Fixed
Account and each of the Sub-Accounts (unless the Policy Owner specifies
otherwise) to the Loan Account. The Loan Account is a mechanism used to ensure
that any outstanding Indebtedness remains fully secured by the Account Value.

<PAGE>
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LOAN INTEREST

Interest will accrue daily on the Indebtedness at the Policy Loan Interest Rate
indicated in the Policy. The difference between the value of the Loan Account
and the Indebtedness will be transferred on a Pro Rata Basis from the Fixed
Account and Sub-Accounts to the Loan Account on each Monthly Activity Date.

CREDITED INTEREST

During the first ten Policy Years, any amounts in the Loan Account will be
credited with interest at a rate equal to the Policy Loan Rate, minus 2%. For
Policy Years 11 and beyond, except for Preferred Loans described below, the Loan
Account will be credited with interest at a rate equal to the Policy Loan Rate
applicable to that Indebtedness, minus 1%.

PREFERRED LOAN

If, any time after the tenth Policy Anniversary, the Cash Value exceeds the
total of all premiums paid since issue, a Preferred Loan is available. The
amount available for a Preferred Loan is the amount by which the Cash Value
exceeds total premiums paid. The amount of the Loan Account which equals a
Preferred Loan will be credited with interest at a rate equal to the Policy Loan
Rate. The amount of Indebtedness that qualifies as a Preferred Loan is
determined on each Monthly Activity Date.

LOAN REPAYMENTS

You can repay any part of or the entire loan at any time.

The amount of loan repayment will be deducted from the Loan Account and will be
allocated among the Fixed Account and Sub-Accounts in the same percentage as
premiums are allocated.

TERMINATION DUE TO EXCESSIVE INDEBTEDNESS

If total Indebtedness equals or exceeds the Cash Value, the Policy will
terminate 61 days after we have mailed notice to your last known address and
that of any assignees of record. If sufficient loan repayment if not made by
the end of this 61 day period, the Policy will end without value.

EFFECT OF LOANS ON ACCOUNT VALUE

<PAGE>
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the effect is likely to be. The effect could be favorable or unfavorable. If
the Fixed Account and Sub-Accounts earn more than the annual interest rate for
funds held in the Loan Account, a Policy Owner's Account Value will not increase
as rapidly as it would have had no loan been made. If the Fixed Account and
Sub-Accounts earn less than the Loan Account, the Policy Owners Account Value
will be greater than it would have been had no loan been made. Also, if not
repaid, the aggregate amount of the outstanding loan (i.e., the Indebtedness)
will reduce the Death Proceeds and Cash Surrender Value otherwise payable.

DEATH BENEFIT

The Policies provide for the payment of the Death Proceeds to the named
Beneficiary when the Insured under the Policy dies. The Death Proceeds payable
to the Beneficiary equal the Death Benefit less any Indebtedness. The Death
Benefit depends on the Death Benefit Option selected by You.

DEATH BENEFIT OPTION

There are three Death Benefit Options: the Level Death Benefit Option, the
Return of Account Value Death Benefit Option and the Return of Premium Death
Benefit Option. Subject to the Minimum Death Benefit described below, the Death
Benefits under each option are:

1. Under the Level Death Benefit Option, the Death Benefit is the Face Amount.

2. Under the Return of Account Value Death Benefit Option, the Death Benefit
is the Face Amount plus the Account Value.

3. Under the Return of Premium Death Benefit Option, the Death Benefit is the
Face Amount plus the sum of the Scheduled Premiums paid.

OPTION CHANGE

After the Guarantee Period, You may change the Return of Scheduled premium or
Return of Account Value Death Benefit to the Level Death Benefit. If that
option Change is elected, the Face Amount will become that amount available as a
Death Benefit immediately prior to the Option Change.

DEATH BENEFIT GUARANTEE

<PAGE>
-30-

MINIMUM DEATH BENEFIT

Notwithstanding the above, there is a minimum Death Benefit equal to the Account
Value multiplied by a specified percentage. This percentage varies according to
the Insured's Issue Age, Attained Age, sex (where unisex rates are not used),
and insurance class and are specified in the Policy.

EXAMPLES OF THE MINIMUM DEATH BENEFIT:

A B
-------- --------
Face Amount: $100,000 $100,000
Account Value on Date of Death: 46,500 34,000
Specified Percentage: 250% 250%
Death Benefit Option: Level Level

In Example A, the minimum Death Benefit equals $116,250, i.e., the greater of
$100,000 (the Face Amount) or $116,250 (the Account Value at the Date of Death
of $46,500, multiplied by the specified percentage of 250%). This amount less
any outstanding loans constitutes the Death Proceeds which we would pay to the
Beneficiary.

In Example B, the death benefit is $100,000, i.e., the greater of $100,000 (the
Face Amount) or $85,000 (the Account Value of $34,000 multiplied by the
specified percentage of 250%).

All or part of the Death Proceeds may be paid in cash or applied under a
"Payment Option." See "Other Matters - Payment Options," page ___.

INCREASES AND DECREASES IN FACE AMOUNT

At any time after the Guarantee Period, You may request a change in the Face
Amount by writing to Us.

The minimum Face Amount for an increase or decrease will be based on Our rules
then in effect.

All requests to increase the Face Amount must be applied for on a new
application and accompanied by the Policy. All requests will be subject to
evidence of insurability satisfactory to Us. Any increase approved by Us will
be effective on the date shown on the new policy specifications page provided
that the deduction for the Cost of Insurance for the first month is made. The
Monthly Administrative Fee on the first Monthly Activity Date on or after the
effective date of the increase will reflect a charge for the increase.

<PAGE>
-31-

A decrease in the Face Amount will be effective on the Monthly Activity Date
following the date We receive the request. The remaining Face Amount must not
be less than Our minimum rules then in effect. Decreases will be applied:

(a) to the most recent increase; then
(b) successively to each prior increase, and then
(c) to the Initial Face Amount.

If You ask to decrease Your Face Amount below the Initial Face Amount, We will
deduct a portion of any remaining Surrender Charge from Your Account Value.
This will be done on a Pro Rata Basis. Your Surrender Charge will be reduced by
the same amount.

The amount of the reduction will be equal to:

(a) the Initial Face Amount minus the requested Face Amount, times
(b) the Surrender Charge on the date of the request to change the Face Amount,
divided by
(c) the Initial Face Amount.

We reserve the right to limit the number of increases or decreases made under
the Policy to no more than one in any 12 month period.

BENEFITS AT MATURITY

If the Insured is living on the "Maturity Date" (the anniversary of the Policy
Date on which the Insured is attained age 100), on surrender of the Policy to
ILA, ILA will pay to the Policy Owner the Cash Surrender Value. On the Maturity
Date, the Policy will terminate and ILA will have no further obligations under
the Policy.

LAPSE AND REINSTATEMENT

POLICY SURPLUS

We use the Policy Surplus to determine whether or not a policy will terminate if
Scheduled Premiums are not paid when due. If the Policy Surplus is greater than
zero for a Policy Year, the Scheduled Premiums may not be required. If,
however, the Policy Surplus for a Policy Year during the Guarantee Period is
zero, all Scheduled Premiums due in that year are required.

Here is how we determine the Policy Surplus.

The Policy Surplus for the first Policy Year is zero.
The Policy Surplus for each subsequent Policy Year is (a) minus (b), but never
less than zero where:

<PAGE>
-32-

(a) is the Account Value at the end of the previous Policy Year; and
(b) is the Target Account Value for the previous Policy Year. The Target
Account Values are shown in the Policy.

The Target Account Value on each anniversary is the Account Value, determined at
issue, that would result on each anniversary assuming all Annual Scheduled
Premiums were paid when due (including the one due on that anniversary for the
next Policy Year), a 6% net yield on assets (after fund level charges but before
the mortality and expense risk charge is deducted) and current cost of insurance
and expense charges.

Once determined for a given Policy Year, the Policy Surplus remains constant for
the entire Policy Year.

LAPSE AND GRACE PERIOD

During the Guarantee Period: If, on any given Monthly Activity Date the Policy
Surplus for that Policy Year is zero or less than the Indebtedness, all
Scheduled Premiums due in that Policy Year, on or before that date are required
to keep the Policy in force. For any such required Scheduled Premium not paid
on or before its due date, We will allow a grace period which ends 61 days after
that Monthly Activity Date. During this time the Policy will continue in force.
If any such required Scheduled Premium is not paid by the end of this grace
period, the Policy will terminate except as provided under the Non-Forfeiture
Options or unless You have elected the Automatic Premium Loan Option and there
is sufficient Cash Value to cover the amounts due.

After the Guarantee Period: The Policy may terminate 61 days after a Monthly
Activity Date on which the Cash Surrender Value is less than zero. The 61-day
period is the Grace Period. If sufficient premium is not paid by the end of the
Grace Period, the Policy will terminate without value. ILA will mail the Owner
and any assignee written notice of the amount of premium that will be required
to continue the Policy in force at least 61 days before the end of the Grace
Period. The premiums required will be no greater then the amount required to
pay three Monthly Deduction Amounts as of the day the Grace Period began. If
that premium is not paid by the end of the Grace Period, the policy will
terminate.

REINSTATEMENT

Prior to the death of the Insured, and unless the Policy has been surrendered
for cash, the Policy may be reinstated prior to the Maturity Date, provided:

(a) You make Your request within five years;
(b) satisfactory evidence of insurability is submitted;
(c) You pay all overdue required Scheduled Premiums, if any; and

<PAGE>
-33-

(d) if, at the time of reinstatement, the Guarantee Period has expired, and, if
the amount paid in (c) is insufficient to do so, sufficient premium must
be paid to:

(i) cover all Monthly Deduction Amounts that are due and unpaid during the
Grace Period, and
(ii) keep the Policy in force for three months after the date of
reinstatement.

The Face Amount of the reinstated Policy cannot exceed the Face Amount at the
time of lapse. The Account Value on the reinstatement date will reflect:

(a) The Account Value at the time of termination; plus
(b) Net Premiums attributable to premiums paid at the time of reinstatement;
minus
(c) a charge to reflect the benefits, if any, provided under the Extended Term
or Reduced Paid-Up Options.

The Surrender Charges for the reinstated policy will be the same as they would
have been on the original policy had no lapse and subsequent reinstatement taken
place.

Upon reinstatement, any Indebtedness at the time of termination must be repaid
or carried over to the reinstated Policy.

AUTOMATIC PREMIUM LOAN OPTION

If You elect this option, We will automatically process a Policy Loan to pay any
Scheduled Premium which is due and not paid by the end of its grace period
following the due date. You may elect this option in the application or by
requesting it In Writing while no Scheduled Premium is outstanding beyond its
due date.

The Automatic Premium Loan Option will not be available if:

(a) You have revoked the election In Writing; or
(b) the loan amount needed to pay any unpaid Scheduled Premium would exceed the
Cash Surrender Value on the most recent Scheduled Premium due date.

In either instance, the Surrender/Continuation Options will apply as of the end
of the Grace Period.

<PAGE>
-34-

THE RIGHT TO EXAMINE THE POLICY

An Applicant has a limited right to return a Policy for cancellation. If the
Policy is returned, by mail or personal delivery to ILA or to the agent who sold
the Policy, to be canceled within ten days after delivery of the Policy to the
Policy Owner, or within 45 days of completion of the Policy application,
(whichever is later, and subject to applicable state regulation), ILA will
return the premium payment to the Applicant within seven days.

SURRENDER/CONTINUATION OPTIONS

At any time prior to the Maturity Date, provided the Policy has a Cash Surrender
Value, You may choose to have the Cash Surrender Value applied under one of the
following options:

Option A - Surrender for Cash
Option B - Continue as Extended Term Insurance
Option C - Continue as Paid-Up Insurance

In addition, if during the Guarantee Period:

(a) a Scheduled Premium which is required is not paid by the end of the Grace
Period; and
(b) the Automatic Premium Loan Option is not elected or not available due to
insufficient Cash Surrender Value.

You may choose one of the above options. You may notify Us of Your choice In
Writing within 61 days after the due date of the outstanding Scheduled Premium.
In the absence of such notification, We will automatically apply the Cash
Surrender Value to Option B unless the insurance class shown in your Policy is
"special" in which case the automatic Option will be Option C. If the Policy
has no Cash Surrender Value, it will terminate at the end of the Grace Period.

WHEN EFFECTIVE - The effective date of this benefit will be the earlier of:

(a) the date We receive Your request; or
(b) the end of the Grace Period.

When a Surrender/Continuation Option becomes effective, all benefit riders
attached to the Policy will terminate unless otherwise provided in the Rider.

<PAGE>

-35-

OPTION DESCRIPTIONS

Option A - Surrender for Cash

If You choose this option, You must surrender the policy to Us. We will pay You
the Cash Surrender Value at the time of surrender, and Our liability under the
Policy will cease.

Option B - Continue as Extended Term Insurance. This option is not available
unless the insurance class shown in the Policy is "Standard" or "Preferred." If
you choose this option, the Extended Term Insurance Death Benefit will be the
Death Benefit in effect on the effective date of the non-forfeiture benefit less
any Indebtedness. The term period will begin on the effective date of this
benefit and will extend for a period of time equal to that which the Cash
Surrender Value will provide as a net single premium at the Insured's then
Attained Age. At the end of that term period, Our liability under the policy
will cease. We will pay You any Cash Surrender Value not used to provide
Extended Term Insurance.

Option C - Continue as Paid-Up Insurance. If You choose this option, the
Policy will continue as Paid-Up Life Insurance. The amount of Paid-Up Life
Insurance will be calculated using the Cash Surrender Value of the Policy as a
net single premium as of the effective date of this benefit at the then Attained
Age of the Insured. ILA reserves the right to require evidence of insurability
or limit the amount of the benefit if the Paid-Up amount exceeds the Death
Benefit in effect on the effective date of this benefit. We will pay You any
Cash Surrender Value not used to provide Paid-Up Insurance.

If the Policy is continued under Option B or Option C above, the Cash Surrender
Value available within 30 days after any Policy Anniversary will not be less
than the Cash Value on such Policy Anniversary minus any Indebtedness.

VALUATION OF PAYMENTS AND TRANSFERS

We value the Policy on every Valuation Day.

We will pay Death Proceeds, Cash Surrender Values, Partial Withdrawals, and loan
amounts attributable to the Sub-Accounts within seven (7) days after We receive
all the information needed to process the payment unless the New York Stock
Exchange is closed for other than a regular holiday or weekend, trading is
restricted by the Securities and Exchange Commission (SEC) or that the SEC
declares that an emergency exists.

ILA may defer payment of any amounts not attributable to the Sub-Accounts for up
to six months from the date on which we receive the request.

<PAGE>
-36-

LAST SURVIVOR POLICY

In the future, in addition to the "Single Life" version of the Policy, there may
be Policies sold on a "Last Survivor" basis. These Policies operate in a manner
almost identical to the "Single Life" version. The "Last Survivor" Policies
involve two Insureds. The Death Proceeds are paid on the death of the last
Insured (the "Last Surviving Insured"). The Cost of Insurance charges are
determined in a manner that reflects the anticipated mortality of the two
Insured's.

The other significant differences between the "Last Survivor" and "Single Life"
versions are listed below.

1. For a Policy to be reinstated, both Insureds must be alive on the date of
reinstatement.

2. The Extended Term Insurance Continuation Option is not available.

APPLICATION FOR A POLICY

Individuals wishing to purchase a Policy must submit an application to ILA.
Within limits, an applicant may choose the Scheduled Premiums and the Initial
Face Amount and the Guarantee Period. A Policy generally will be issued only on
the lives of insureds age 80 and under who supply evidence of insurability
satisfactory to Hartford. Acceptance is subject to ILA's underwriting rules and
ILA reserves the right to reject an application for any reason. No change in
the terms or conditions of a Policy will be made without the consent of the
Policy Owner.

The Policy will be effective on the Policy Date only after ILA has received all
outstanding delivery requirements and received the initial premium. The Policy
Date is the date used to determine all future cyclical transactions on the
Policy, e.g., Monthly Activity Date, Policy Months and Policy Years.

DEDUCTIONS FROM THE PREMIUM

Before the allocation of the premium payment to the Account Value, a deduction
as a percentage of premium is made for the front-end sales load and premium
taxes. The amount of each premium allocated to the Account Value is your Net
Premium.

FRONT-END SALES LOAD

The front-end sales load of the premium deduction is based on the level of
Scheduled Premiums, the length of the Guarantee Period, and the amount of any
Unscheduled Premiums paid.

The maximum front-end sales load percentages for Policies are 50% of the
premiums paid in the first Policy Year, 11% in Policy Years 2 through 10, and 3%
in Policy Years 11 and later.

<PAGE>
-37-

For all Guarantee Periods, the maximum amount of premium paid in any Policy Year
that is subject to a front-end sales load is the Guideline Annual Premium. In
addition, if Scheduled Premiums are less than the Guideline Annual Premiums, the
maximum amount of premium paid in the first Policy Year subject to a front-end
sales load is the Scheduled Premium.

The actual schedule of front-end sales loads for any given Policy is specified
in that Policy.

Generally, the shorter the Guarantee Period, the lower the front-end sales
loads. The levels range from those for the ten-year Guarantee Period cited
above to 0% on a contract with a One Year Guarantee Period. However, there are
other contractual charges that are lower for longer Guarantee Periods. See
"Guarantee Period" for a further description.

For an example of the effect of Front-End Sales Loads, see "Examples of
Front-End Sales Loads and Surrender Charges," page ____.

PREMIUM RELATED TAX CHARGE

We deduct a percentage of each premium to cover taxes assessed against ILA that
are attributable to premiums. This percentage will vary by locale depending on
the tax rates in effect there.

DEDUCTIONS AND CHARGES FROM THE ACCOUNT VALUE

MONTHLY DEDUCTION AMOUNTS

On the Policy Date and on each subsequent Monthly Activity Date, ILA will deduct
an amount (the "Monthly Deduction Amount") from the Account Value to cover
certain charges and expenses incurred in connection with a Policy. Each Monthly
Deduction Amount will be deducted on a Pro Rata Basis from the Fixed Account and
each of the Sub-Accounts. The Monthly Deduction Amount will vary from month to
month.

The Monthly Deduction Amount equals:

(a) the charge for the Cost of Insurance; plus
(b) the charges for additional benefits provided by rider, if any; plus
(c) the charges for "special" insurance class rating, if any; plus
(d) the Monthly Administrative Fee; plus
(e) the Mortality and Expense Risk Charge

<PAGE>
-38-

(a) COST OF INSURANCE CHARGE

The charge for the Cost of Insurance is equal to:

(i) the Cost of Insurance rate per $1,000; multiplied by
(ii) the amount at risk; divided by
(iii) $1,000

The amount at risk equals the Death Benefit less the Account Value on that
date, prior to assessing the Monthly Deduction Amount.

The cost of insurance charge is to cover ILA's anticipated mortality costs.
For standard risks, the cost of insurance rate will not exceed those based
on the 1980 Commissioners Standard Ordinary Mortality Table. A table of
guaranteed cost of insurance rates per $1,000 will be included in each
Policy; however, ILA reserves the right to use rates less than those shown
in the table. Substandard risks will be charged a higher cost of insurance
rate that will not exceed rates based on a multiple of the 1980
Commissioners Standard Ordinary Mortality Table. The multiple will be
based on the insured's risk class. ILA will determine the cost of
insurance rate at the start of each Policy Year. Any changes in the cost
of insurance rate will be made uniformly for all insureds in the same risk
class.

Because the Account Value and the Death Benefit Amount under a Policy may
vary from month to month, the cost of insurance charge may also vary on
each Monthly Activity Date.

(b) RIDER CHARGE

If the policy includes riders, a charge is made applicable to the riders
from the Account Value on each Monthly Activity Date.

The charge applicable to these riders is to compensate ILA for anticipated
cost of providing these benefits and are specified on the applicable rider.

The Riders available are described on page ____ under "Supplemental
Benefits" section.

A charge for a special insurance class rating of the Insured may be made
against the Account Value, if applicable. This charge is to compensate
ILA for the additional mortality risk associated with individuals in these
classes.

<PAGE>
-39-

(d) MONTHLY ADMINISTRATIVE FEE AND OTHER EXPENSE CHARGES AGAINST SUB-ACCOUNTS

ILA will assess a monthly administrative charge to compensate ILA for
administrative costs in connection with the Policies. This charge will be
$8.33 per month initially and is guaranteed never to exceed that level
during the Guarantee Period. After the Guarantee Period, this charge is
guaranteed never to exceed $12.00 per month. This charge covers the
average expected cost for these expenses.

In addition, in the first Policy Year, there is a monthly first year charge
to compensate ILA for the up-front costs to underwrite and issue a policy.
This additional first year charge, subject to certain maximums, is equal to
$8.33 per month plus an amount that varies by issue age and the Initial
Face Amount (IFA). This additional first year charge and the maximums are
summarized in the chart below for some sample ages.

Additional First Year Maximum
Issue Age Monthly Charge Monthly Amount
--------- -------------- --------------

25 $8.33 plus $.0333 per $1,000 of IFA $50.00
35 $8.33 plus $.0375 per $1,000 of IFA $54.17
45 $8.33 plus $.0417 per $1,000 of IFA $62.50
55 $8.33 plus $.0625 per $1,000 of IFA $62.50
65 $8.33 plus $.0708 per $1,000 of IFA $62.50

(e) MORTALITY AND EXPENSE RISK CHARGE: A charge is made for mortality and
expense risks assumed by ILA. This charge is allocated to ILA's general
account. ILA may profit from this charge. See also, "Policy Benefits and
Rights - Cash Value," page ___.

The Mortality and Expense Risk Charge for any Monthly Activity Date is
equal to:

(i) the Mortality and Expense Risk Rate; multiplied by
(ii) the portion of the Account Value allocated to the Sub-Account on the
Monthly Activity Date prior to assessing the Monthly Deduction Amount.

The Mortality and Expense Risk Rate on any give Contract will be the same
both during and after the Guarantee Period.

The longer the Guarantee Period, the lower the Mortality and Expense Risk
Rate. The levels range from .90% annually for a Policy with a one-year
Guarantee Period and this level decreases proportionately as the Guarantee
Period gets longer to .60% on a Policy with a ten-year Guarantee Period.
There are other contractual charges that are higher for longer Guarantee
Periods. See "Guarantee Period" for a fuller description.

<PAGE>
-40-

The mortality risk assumed is that the actual cost of insurance charges
specified in the Policy will be insufficient to meet actual claims. ILA
also assumes the risk of the Death Benefit Guarantee during the Guarantee
Period. See "Policy Benefits and Rights -- Death Benefit Guarantee ",
page ____. The expense risk assumed is that expenses incurred in issuing
and administering the Policies will exceed the Administrative charges set
in the Policy.

SURRENDER CHARGES

A contingent deferred sales load ("Surrender Charge") is assessed against the
Account Value of a Policy if the Policy lapses or is surrendered during the
first nine Policy Years. The amount of the Surrender Charge applicable during
the first Policy Year is established by ILA based on the premiums paid during
the first year and the length of the Guarantee Period chosen by the Policy
Owner. Subject to certain limits imposed by state insurance law, the Surrender
Charge decreases by an equal amount each Policy Year until it reaches zero
during the tenth Policy Year.

Specifically, the maximum first year Surrender Charge under a Policy is equal to
the sum of (i) a specified percentage of the Scheduled Premium up to the
Guideline Annual Premium and (ii) 5% of the excess, of the first year premium
over the Guideline Annual Premium. The longer the Guarantee Period, the higher
the percentage is which is used in the preceding calculation. This percentage
is equal to 110% with respect to Policies with a ten-year Guarantee Period and
decreases as the Guarantee Period chosen decreases to 10% for Policies with a
one-year Guarantee Period. However, there are other contractual charges that
are lower for longer Guarantee Periods. See "Guarantee Period" for a fuller
description.

For an example of the effect of Surrender Charges, see "Examples of Front-End
Sales Loads and Surrender Charges", see below.

<PAGE>
-41-

EXAMPLES OF FRONT-END SALES LOADS AND SURRENDER CHARGES

An example of the actual Front-End Sales Loads and Surrender Charge schedule as
well as and the impact of the refund of the excess load, if any, (see Load
Refund on page ___) for a Policy with a ten-year Guarantee Period is shown
below. This example uses the same specific information (i.e., issue age, face
amount, premium level etc.) as the illustration on page _____ of the prospectus.

Death Benefit Option: Level
Face Amount: $250,000
Guarantee Period: 10 years
Issue Age/Sex/Class: 45/Male/Preferred
Scheduled Premium: $3,558.17 per year
Guideline Annual Premium: $4,819.38
Assumed Gross Annual Investment Return: 0%

IMPACT OF SURRENDER CHARGES/LOAD REFUND

<TABLE>
<CAPTION>
Impact of Net
Front-End Gross Refund of Charge
Policy Year(s) Sales Loads Surrender Charge - Excess Loads = (Refund)
- -------------- ----------- ---------------- ------------ --------
<S> <C> <C> <C> <C>
1 $1779 $3,914 (110% of $3,558.17) $1724 $2190
2 391 3,479 3964 (485)
3 391 3,044 0 3044
4 391 2,609 0 2609
5 391 2,174 0 2174
6 391 1,740 0 1740
7 391 1,305 0 1305
8 391 870 0 870
9 391 435 0 435
10 391 0 0 0
11 and later 107 0 0 0
</TABLE>

An example of the actual Front-End Sales Loads and Surrender Charge schedule as
well as the impact of the refund of the excess load, if any, (see Load Refund on
page __) for a Policy with a one-year Guarantee Period is shown below. This
example uses the same specific information (i.e., issue age, face amount,
premium level) as the illustration on page ___ of the prospectus.

Death Benefit Option: Level
Face Amount: $250,000
Guarantee Period: 1 Year
Issue Age/Sex/Class: 45/Male/Preferred

<PAGE>
-42-

Scheduled Premium: $3,558.17 per year
Guideline Annual Premium: $4,368.50
Assumed Hypothetical Gross
Annual Investment Return: 0%

<PAGE>
-43-

IMPACT OF SURRENDER CHARGES/LOAD REFUND

<TABLE>
<CAPTION>
Impact of Net
Front-End Gross Refund of Charge
Policy Year(s) Sales Loads Surrender Charge - Excess Loads = (Refund)
- -------------- ----------- ---------------- ------------ ------
<S> <C> <C> <C> <C>
1 0 $356 (10% of $3,558.17) $0 $356
2 0 316 0 316
3 0 277 0 277
4 0 237 0 237
5 0 198 0 198
6 0 158 0 158
7 0 119 0 119
8 0 79 0 79
9 0 40 0 40
10 and later 0 0 0 0
</TABLE>

CHARGES AGAINST THE FUNDS

The investment advisers charge the Funds on daily investment management fee as
compensation for services. The following Table shows the fee charged for each
Fund available for investment by Policy Owners.

Fund Annual Investment Management Fee
---- as a Percentage of Average
Hartford Funds Daily Net Assets
-------------- ----------------

Hartford Capital Appreciation Fund,
Hartford Advisers Fund,
Hartford International Opportunities Fund,
and Hartford Dividend and Growth Fund .575% - .425%
Hartford Bond Fund
and Hartford Stock Fund .325% - .25%
Hartford Index Fund .20%
Hartford Mortgage Securities Fund
and HVA Money Market Fund .25%

<PAGE>
-44-

Putnam Funds
------------

PCM Diversified Income Fund,
PCM Global Asset Allocation Fund,
PCM High Yield Fund,
and PCM Voyager Fund .70% - .50%
PCM Growth and Income Fund .65% - .45%
PCM Money Market Fund .45% - .25%
PCM Global Growth Fund,
PCM New Opportunities Fund,
PCM U.S. Government and
High Quality Bond Fund
PCM Utilities Growth and Income Fund .60%

Fidelity Funds
--------------

Equity-Income Portfolio Group Fee rate: .30% - .52%
Individual Portfolio Fee Rate: .20%

Overseas Portfolio Group Fee rate: .30% - .52%
Individual Portfolio Fee Rate: .45%

Asset Manager Portfolio Group Fee rate: .30% - .52%
Individual Portfolio Fee Rate: .40%

TAXES

Currently, no charge is made to Separate Account VL I for federal state,
and local taxes that may be attributable to Separate Account VL I. A
change in the applicable federal, state or local tax laws which impose tax
on ILA and/or Separate Account VL I may result in a charge against the
Policy in the future. Charges for other taxes, if any, attributable to
Separate Account VL I may also be made.

THE COMPANY

ITT Hartford Life and Annuity Insurance Company ("ILA"), formerly ITT Life
Insurance Corporation, is domiciled in the state of Wisconsin at Suite 2100,
111 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, with its principal office
at 505 Highway 169 North, Minneapolis, Minnesota 55441; however, its mailing
address is: P.O. Box 2999, Hartford, CT 06104-2999.

ILA was incorporated in January 9, 1956 and commenced business July 1, 1965.
It is a stock life insurance company engaged in the business of writing both
individual and group life insurance and annuities in all states including the
District of Columbia, except New York.

ILA is a wholly owned subsidiary of Hartford Life Insurance Company. ILA is
ultimately 100% owned by Hartford Fire Insurance Company, one of the largest
multiple lines insurance carriers in the United States. On December 20, 1995,
Hartford Fire Insurance Company became an independent, publicly traded
corporation.

<PAGE>
-45-

ILA has an A++ (superior) rating from A.M. Best and Company, Inc. ILA has an
AA+ rating from both Standard & Poor's and Duff and Phelps on the basis of its
claims paying ability. These ratings do not apply to the performance of the
Separate Account. However, the policy obligations under this variable life
insurance policy are the general corporate obligations of ILA. These ratings
do apply to ILA's ability to meet its insurance obligations under the policy.

ILA is subject to Wisconsin law governing insurance companies and is regulated
and supervised by the Wisconsin Commissioner of Insurance. An annual
statement in a prescribed form must be filed with that Commissioner on or before
March 1st in each year covering the operations of ILA for the preceding year and
its financial condition on December 31st of such year.

Its books and assets are subject to review or examination by the Commissioner or
his agents at all times, and a full examination of its operations is conducted
by the National Association of Insurance Commissioners ("NAIC") at least once in
every four years. In addition, ILA is subject to the insurance laws and
regulations of any jurisdiction in which it sells its insurance policies. ILA
is also subject to various Federal and state securities laws and regulations.

SEPARATE ACCOUNT VL I

GENERAL

Separate Account VL I is a separate account of ILA established on June 8, 1995,
pursuant to the insurance laws of the State of Connecticut and organized as a
unit investment trust registered with the Securities and Exchange Commission
under the Investment Company Act of 1940. Under Connecticut law, the assets of
Separate Account VL I are held exclusively for the benefit of Policy Owners and
persons entitled to payments under the Policies. The assets for Separate
Account VL I are not chargeable with liabilities arising out of any other
business which ILA may conduct.

FUNDS

The assets of each Sub-Account of Separate Account VL I are invested exclusively
in one of the Funds. A Policy Owner may allocate premium payments among the
Sub-Accounts. Policy Owners should review the following brief descriptions of
the investment objectives of each of the Funds in connection with that
allocation. There is no assurance that any of the Funds will achieve its stated
objectives. Policy Owners are also advised to read the prospectuses for each of
the Funds accompanying this prospectus for more detailed information.

<PAGE>
-46-

HARTFORD FUNDS

HARTFORD ADVISERS FUND, INC.

To achieve maximum long term total rate of return consistent with prudent
investment risk by investing in common stock and other equity securities, bonds
and other debt securities, and money market instruments. The investment adviser
will vary the investments of the Fund among equity and debt securities and money
market instruments depending upon its analysis of market trends. Total rate of
return consists of current income, including dividends, interest and discount
accruals and capital appreciation.

HARTFORD BOND FUND, INC.

To achieve maximum current income consistent with preservation of capital by
investing primarily in bonds.

HARTFORD CAPITAL APPRECIATION FUND, INC. (formerly the "Hartford Aggressive
Growth Fund, Inc.)

To achieve growth of capital by investing in equity securities selected solely
on the basis of potential for capital appreciation; income, if any, is an
incidental consideration.

HARTFORD DIVIDEND AND GROWTH FUND, INC.

To achieve a high level of current income consistent with growth of capital and
reasonable investment risk by investing primarily in equity securities and
securities convertible into equity securities.

HARTFORD INDEX FUND, INC.

To provide investment results which approximate the price and yield performance
of publicly-traded common stocks in the aggregate, as represented by the
Standard & Poor's 500 Composite Stock Price Index. The Fund is neither
sponsored by, nor affiliated with, Standard & Poor's Corporation.

HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.

To achieve long-term total return consistent with prudent investment risk
through investment primarily in equity securities issued by foreign companies.

<PAGE>
-47-

HARTFORD MORTGAGE SECURITIES FUND, INC.

To achieve maximum current income consistent with safety of principal and
maintenance of liquidity by investing primarily in mortgage-related securities,
including securities issued by the Government National Mortgage Association
("GNMA").

HARTFORD STOCK FUND, INC.

To achieve long-term capital growth primarily through capital appreciation, with
income a secondary consideration, by investing in equity securities and
securities convertible into equity securities.

HVA MONEY MARKET FUND, INC.

To achieve maximum current income consistent with liquidity and preservation of
capital by investing in money market securities.

PUTNAM FUNDS

PCM DIVERSIFIED INCOME FUND

Seeks high current income consistent with capital preservation by investing in
the following three sectors of the fixed income securities markets: U.S.
government sector, high yield sector, and international sector. See the
special considerations for investments in high yield securities disclosed in
the PCM Fund prospectus.

PCM GLOBAL ASSET ALLOCATION FUND (FORMERLY "PCM MULTI STRATEGY FUND")

To seek to achieve a high level of long-term total return consistent with
preservation of capital by investing in a wide variety of equity and fixed
income securities both of U.S. and foreign issuers.

PCM GLOBAL GROWTH FUND

To seek capital appreciation through a globally diversified common stock
portfolio.

PCM GROWTH AND INCOME FUND

To seek capital growth and current income by investing primarily in common
stocks that offer potential for capital growth, current income, or both.

PCM HIGH YIELD FUND

To seek high current income by investing primarily in high-yielding, lower-rated
fixed income securities (commonly referred to as junk bonds), constituting a
diversified portfolio which is

<PAGE>
-48-

believed not to involve undue risk to income or principal, capital growth is a
secondary objective of seeking high current income. See the special
considerations for investments in high yield securities disclosed in the PCM
Fund prospectus.

PCM MONEY MARKET FUND

To seek to achieve as high a level of current income as is consistent with
liquidity and preservation of capital by investing in money market securities.

PCM NEW OPPORTUNITIES FUND

Seeks long-term capital appreciation by investing principally in common stocks
of companies in sectors of the economy which may possess above average long-term
growth potential.

PCM U.S. GOVERNMENT AND HIGH QUALITY BOND FUND

To seek current income consistent with preservation of capital through
investment in securities issued or guaranteed as to principal and interest by
the U.S. Government or by its agencies or instrumentalities and in other debt
obligations rated at least A by Standard & Poor's or Moody's or, if not rated,
determined by Putnam Management to be of comparable quality.

PCM UTILITIES GROWTH AND INCOME FUND

To seek capital growth and current income by concentrating its investments
primarily in equity and debt securities issued by companies in the public
utilities industries.

PCM VOYAGER FUND

To seek capital appreciation primarily from a portfolio of common stocks which
are believed to have potential for capital appreciation which is significantly
greater than that of market averages.

FIDELITY FUNDS

EQUITY-INCOME PORTFOLIO

To seek reasonable income by investing primarily in income-producing equity
securities. In choosing these securities, the Portfolio will also consider the
potential for capital appreciation. The Portfolio's goal is to achieve a yield
which exceeds the composite yield on the securities comprising the Standard &
Poor's Daily Stock Price Index of 500 Common Stocks. The Portfolio may invest
in high yielding, lower-rated securities (commonly referred to as "junk bonds")
which

<PAGE>
-49-

are subject to greater risk than investments in higher-rated securities. For a
further discussion of lower-rated securities, please see "Risks of Lower-Rated
Debt Securities" in the Fidelity prospectus for this Portfolio.

OVERSEAS PORTFOLIO

To seek long-term growth of capital primarily through investments in foreign
securities and provides a means for aggressive investors to diversify their own
portfolios by participating in companies and economies outside of the United
States. The Fund may invest in the securities of any issuer, including
companies and other business organizations as well as governments and
government agencies. The Fund expects to invest a majority of its assets in
equity securities of both large and small companies but may also invest in
debt securities of any quality.

ASSET MANAGER PORTFOLIO

To seek high total return with reduced risk over the long-term by allocating its
assets among stocks, bonds and short-term fixed-income instruments.

The Hartford Funds are organized as corporations under the laws of the State of
Maryland and are registered as diversified open-end management companies under
the Investment Company Act of 1940. The Putnam Funds are organized as a trust
fund or the laws of Massachusetts and are organized as a diversified open-end
series investment company under the Investment Company Act of 1940. The
Fidelity Funds involve two diversified open-end management investment companies,
each with multiple portfolios and organized as a Massachusetts business trust.
The Equity-Income Portfolio and Overseas Portfolio are portfolios of the
Variable Insurance Products Fund. The Asset Manager Portfolio is a portfolio of
the Variable Insurance Products Fund II. Each Fund continually issues an
unlimited number of full and fractional shares of beneficial interest in the
Fund. Such shares are offered to separate accounts, including Separate Account
VL I, established by ILA or one of its affiliated companies specifically to fund
the Policies and other policies issued by ILA or its affiliates as permitted by
the Investment Company Act of 1940.

It is conceivable that in the future it may be disadvantageous for variable life
insurance separate accounts and variable annuity separate accounts to invest in
the Funds simultaneously. Although neither ILA nor the Funds currently foresee
any such disadvantages either to variable life insurance Policy Owners or to
variable annuity Policy Owners, the Board of Directors intend for the Hartford
Funds and the Board of Trustees for the Putnam Funds, and the Board of Trustees
for the Fidelity Funds (collectively the "Board") to monitor events in order to
identify any material conflicts between such Policy Owners and to determine what
action, if any, should be taken in response thereto. If the Boards were to
conclude that separate funds should be established for variable life and
variable life insurance separate accounts, ILA will bear the attendant expenses.

All investment income of and other distributions to each Sub-Account of Separate
Account VL I arising from the applicable Fund are reinvested in shares of that
Fund at net asset value. The income and both realized gains or losses on the
assets of each Sub-Account of Separate Account VL I are therefore separate and
are credited to or charged against the Sub-Account without regard

<PAGE>
-50-

to income, gains or losses from any other Sub-Account or from any other business
of ILA. ILA will purchase shares in the Funds in connection with premium
payments allocated to the applicable Sub-Account in accordance with Policy
Owners directions and will redeem shares in the Funds to meet Policy obligations
or make adjustments in reserves, if any. The Funds are required to redeem Fund
shares at net asset value and generally to make payment within seven days.

ILA reserves the right, subject to compliance with the law as then in effect, to
make additions to, deletions from, or substitutions for Separate Account VL I
and its Sub-Accounts which fund the Policies. If shares of any of the Funds
should no longer be available for investment, or if, in the judgment of ILA's
management, further investment in shares of any Fund should become inappropriate
in view of the purposes of the Policies, ILA may substitute shares of another
Fund for shares already purchased, or to be purchased in the future, under the
Policies. No substitution of securities will take place without notice to and
consent of Policy Owners and without prior approval of the Securities and
Exchange Commission to the extent required by the Investment Company Act of
1940. Subject to Policy Owner approval, if required, ILA also reserves the
right to end the registration under the Investment Company Act of 1940 of
Separate Account VL I or any other separate accounts of which it is the
depositor which may fund the Policies.

Each Fund is subject to certain investment restrictions which may not be changed
without the approval of a majority of the shareholders of the Fund. See the
accompanying prospectuses for each of the Funds.

INVESMENT ADVISER

HARTFORD FUNDS

The investment adviser for each of the Hartford Funds is The Hartford Investment
Management Company, Inc. ("HIMCO"), a wholly-owned subsidiary of Hartford Life
Insurance Company. HIMCO was organized under the laws of the State of
Connecticut in October of 1981.

HIMCO also serves as investment adviser to several other ILA sponsored funds
which are also registered with the Securities and Exchange Commission. HIMCO is
registered as an investment adviser under the Investment Advisers Act of 1940.
HIMCO provides investment advice and, in general, supervises the management and
investment program of Hartford Bond Fund, Inc., Hartford Index Fund, Inc.,
Hartford International Opportunities Fund, Inc., Hartford Mortgage Securities
Fund, Inc., and HVA Money Market Fund, Inc., pursuant to an Investment Advisory
Agreement entered into with each of these Funds for which HIMCO receives a fee.
HIMCO also supervises the investment programs of Hartford Advisers Fund, Inc.,
Hartford Dividend and Growth Fund, Inc., Hartford Capital Appreciation Fund,
Inc. and Hartford Stock Fund, Inc. pursuant to an Investment Management
Agreement for which HIMCO receives a fee. In addition, with respect to these
four Funds, HIMCO has a Sub-Investment Advisory Agreement with

<PAGE>
-51-

Wellington Management Company ("Wellington Management") to provide an
investment program to HIMCO for utilization by HIMCO in rendering services to
these funds. Wellington Management is a professional investment counseling firm
which provides investment services to investment companies, other institutions
and individuals. Wellington Management organized as a private Massachusetts
partnership and its predecessor organizations have provided investment advisory
services to investment companies since 1933 and to investment counseling clients
since 1960. See the accompanying prospectuses for each of the Funds for a more
complete description of HIMCO and Wellington Management and their respective
fees.

PUTNAM FUNDS

Putnam Investment Management Inc. ("Putnam Management"), One Post Office Square,
Boston, Massachusetts, 02109, serves as the investment manager for the Funds.
Affiliates, including The Putnam Advisory Company, Inc. and Putnam Fiduciary
Trust Company manages domestic and foreign institutional accounts and mutual
funds. Putnam Management and its affiliate are wholly-owned subsidiaries of
Marsh & McLennan Companies, Inc., a publicly owned holding company whose
principal business are international insurance and reinsurance brokerage,
employee benefit consulting and investment management. See the accompanying
prospectuses for each of the Funds for a more complete description of Putnam
Management.

FIDELITY FUNDS

The Fidelity Funds are managed by Fidelity Management & Research Company
("Fidelity Management"), whose principal business address is 82 Devonshire
Street, Boston, Massachusetts. Fidelity Management is one of America's largest
investment management organizations. It is composed of a number of different
companies, which provide a variety of financial services and products. Fidelity
Management is the original Fidelity company, founded in 1946. It provides a
number of mutual funds and other clients with investment research and portfolio
management services. Various Fidelity companies perform certain activities
required to operate Variable Insurance Products Fund and Variable Insurance
Products Fund II.

THE FIXED ACCOUNT

THAT PORTION OF THE POLICY RELATING TO THE FIXED ACCOUNT IS NOT REGISTERED UNDER
THE SECURITIES ACT OF 1933 ("1933 ACT") AND THE FIXED ACCOUNT IS NOT REGISTERED
AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 ("1940 ACT").
ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS THEREIN ARE SUBJECT TO
THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE 1940 ACT, AND THE
DISCLOSURE REGARDING THE FIXED ACCOUNT HAS NOT BEEN REVIEWED BY THE STAFF OF THE
SECURITIES AND EXCHANGE COMMISSION. THE FOLLOWING DISCLOSURE ABOUT THE FIXED
ACCOUNT MAY BE SUBJECT TO CERTAIN

<PAGE>
-52-

GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.

Premium Payments and Cash Values allocated to the Fixed Account become a part of
the general assets of ILA. ILA invests the assets of the General Account in
accordance with applicable law governing the investments of Insurance Company
General Accounts.

The Fixed Account Minimum Credited Rate is shown in the Contract. Currently,
ILA guarantees that it will credit interest at a rate of not less than 4% per
year, compounded annually, to amounts allocated to the Fixed Account under the
Policies. ILA may credit interest at a rate in excess of the Fixed Account
Minimum Credited Rate, however, ILA is not obligated to credit any interest in
excess of the Fixed Account Minimum Credited Rate. There is no specific formula
for the determination of excess interest credits. Some of the factors that ILA
may consider in determining whether to credit excess interest to amounts
allocated to the Fixed Account and the amount thereof, are general economic
trends, rates of return currently available and anticipated on ILA's
investments, regulatory and tax requirements and competitive factors. ANY
INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF THE
FIXED ACCOUNT MINIMUM CREDITED RATE WILL BE DETERMINED IN THE SOLE DISCRETION OF
ILA. THE OWNER ASSUMES THE RISK THAT INTEREST CREDITED TO FIXED ACCOUNT
ALLOCATIONS MAY NOT EXCEED THE FIXED ACCOUNT MINIMUM CREDITED RATE.

OTHER MATTERS

VOTING RIGHTS

In accordance with its view of presently applicable law, ILA will vote the
shares of the Funds at regular and special meetings of the shareholders of the
Funds in accordance with instructions from Policy Owners (or the assignee of the
Policy, as the case may be) having a voting interest in Separate Account VL I.
The number of shares held in the Separate Account which are attributable to each
Policy Owner is determined by dividing the Policy Owner's interest in each
Sub-Account by the net asset value of the applicable shares of the Funds. ILA
will vote shares for which no instructions have been given and shares which are
not attributable to Policy Owners (i.e., shares owned by ILA) in the same
proportion as it votes shares for which it has received instructions. If the
Investment Company Act of 1940 or any rule promulgated thereunder should be
amended, however, or if ILA's present interpretation should change and, as a
result, ILA determines it is permitted to vote the shares of the Funds in its
own right, it may elect to do so.

The voting interests of the Policy Owner (or the assignee) in the Funds will be
determined as follows: Policy Owners may cast one vote for each full or
fractional Accumulation Unit owned under the Policy and allocated to a
Sub-Account the assets of which are invested in the particular Fund on the
record date for the shareholder meeting for that Fund. If, however, a Policy
Owner

<PAGE>
-53-

has taken a loan secured by the Policy, amounts transferred from the
Sub-Account(s) to the Loan Account(s) in connection with the loan (see "Policy
Benefits and Rights - Policy Loans," page ___) will not be considered in
determining the voting interests of the Policy Owner. Policy Owners should
review the prospectuses for the Funds which accompany this Prospectus to
determine matters on which shareholders may vote.

ILA may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that the shares be voted so as
to cause a change in the sub-classification or investment objective of one or
more of the Funds or to approve or disapprove an investment advisory policy for
the Funds. In addition, ILA itself may disregard voting instructions in favor
of changes initiated by a Policy Owner in the investment policy or the
investment adviser of the Funds if ILA reasonably disapproves of such changes.
A change would be disapproved only if the proposed change is contrary to state
law or prohibited by state regulatory authorities. In the event ILA does
disregard voting instructions, a summary of that action and the reasons for such
action will be included in the next periodic report to Policy Owners.

STATEMENTS TO POLICY OWNERS

We will send You a statement at least once each Policy Year, showing:

(a) the current Account Value, Cash Value and Face Amount;
(b) the premiums paid, Monthly Deduction Amounts and loans since the last
report;
(c) the amount of any Indebtedness;
(d) notifications required by the provisions of the Policy; and
(e) any other information required by the Insurance Department of the State
where the policy was delivered

LIMIT ON RIGHT TO CONTEST

ILA may not contest the validity of the Policy after it has been in effect
during the Insured's lifetime for two years from the Issue Date. If the Policy
is reinstated, the two-year period is measured from the date of reinstatement.
Any increase in the Face Amount as a result of a premium payment is contestable
for two years from its effective date. In addition, if the Insured commits
suicide in the two-year period, or such period as specified in state law, the
benefit payable will be limited to the premiums paid less any Indebtedness and
partial withdrawals.

MISSTATEMENT AS TO AGE

If the age of the Insured is incorrectly stated, the amount of Death Benefit
will be appropriately adjusted as specified in the Policy.

<PAGE>
-54-

PAYMENT OPTIONS

Proceeds under the Policies may be paid in a lump sum or may be applied to one
of ILA's payment options. The minimum amount that may be placed under a payment
option is $5,000 unless ILA consents to a lesser amount. Once payments under
Options 2, 3 or 4 commence, no surrender of the Policy may be made for the
purpose of receiving a lump sum settlement in lieu of the life insurance
payments. The following options are available under the Policies.

FIRST OPTION -- Interest Income

Payments of interest at the rate we declare, but not less than 3 1/2% per year,
on the amount applied under this option.

SECOND OPTION -- Income of Fixed Amount

Equal payments of the amount chosen until the amount applied under this option,
with interest of not less than 3 1/2% per year, is exhausted. The final payment
will be for the balance remaining.

THIRD OPTION -- Payments for a Fixed Period

An amount payable monthly for the number of years selected which may be from 1
to 30 years.

FOURTH OPTION -- Life Income

LIFE ANNUITY - an life insurance payable monthly during the lifetime of the
Annuitant and terminating with the last monthly payment due preceding the death
of the Annuitant.

LIFE ANNUITY WITH 120 MONTHLY PAYMENTS CERTAIN - an life insurance providing
monthly income to the Annuitant for a fixed period of 120 months and for as long
thereafter as the Annuitant shall live.

The Tables in the Policy provide for guaranteed dollar amounts of monthly
payments for each $1,000 applied under the four Payment Options. Under the
Fourth Option, the amount of each payment will depend upon the age of the
Annuitant at the time the first payment is due. If any periodic payment due any
payee is less than $200, ILA may make payments less often.

The Table for the Fourth Option is based on the 1983a Individual Annuity
Mortality Table set back one year and a net investment rate of 3.5% per annum.
The Tables for the First, Second and Third Options are based on a net investment
rate of 3.5% per annum. ILA may, however, from time to time, at our discretion
if mortality appears more favorable and interest rates justify, apply other
tables which will result in higher monthly payments for each $1,000 applied
under one or more of the four Payment Options.

<PAGE>
-55-

ILA will make any other arrangements for income payments as may be agreed on.

BENEFICIARY

The applicant names the Beneficiary in the application for the Policy. The
Policy Owner may change the Beneficiary (unless irrevocably named) during the
Insured's lifetime by written request to ILA. If no Beneficiary is living when
the Insured dies, the Death Proceeds will be paid to the Policy Owner if living;
otherwise to the Policy Owner's estate.

ASSIGNMENT

The Policy may be assigned as collateral for a loan or other obligation. ILA is
not responsible for any payment made or action taken before receipt of written
notice of such assignment. Proof of interest must be filed with any claim under
a collateral assignment.

DIVIDENDS

No dividends will be paid under the Policies.

SUPPLEMENTAL BENEFITS

The following supplemental benefits, which are subject to the restrictions and
limitations set forth therein, may be included in a Policy.

DEDUCTION AMOUNT WAIVER RIDER

Subject to certain age and underwriting restrictions, the Policy may include a
Deduction Amount Waiver Rider. This rider provides for the waiver of the
Policy's Monthly Deduction Amounts in the event of total disability prior to the
Insured reaching Attained Age 65 and continuing for at least six months. The
number of Monthly Deduction Amounts waived depends on the Insured's Attained Age
when the disability began. If this rider is added, the Monthly Deduction
Amounts will be increased to include the charges for this rider.

ACCIDENTAL DEATH BENEFIT RIDER

Subject to certain age and underwriting requirements, the Policy may include an
Accidental Death Benefit Rider.

This rider provides for an increase in the amount paid upon the death of the
Insured if the death results from an accident.

<PAGE>
-56-

If this rider is added, the Monthly Deduction Amounts will be increased to
include the charges for this rider.

INCREASE IN COVERAGE OPTION RIDER

Subject to certain age and underwriting requirements, the Policy may include an
Increase in Coverage Option Rider.

This rider gives the Owner the guaranteed right to purchase a new Flexible
Premium Variable Life Insurance policy on the life of the Insured, without
evidence of insurability, if certain conditions are met. These conditions
include:

1. the original policy has been in force for five years,
2. the Insured's Attained Age is less than 80, and
3. the Account Value of the original policy is sufficient to "pay-up" the
policy under assumptions defined in the rider.

The Face Amount of the new policy will be equal to the Face Amount times a
percentage. This percentage depends on the Insured's age, sex (except where
unisex rates are used), and insurance class. The Scheduled Premium fee for the
new policy is based on the Scheduled Premium for the original policy.

MATURITY DATE EXTENSION RIDER

We will extend the Maturity Date (the date on which the Policy will mature) to
the date of the death of the second Insured to die, regardless of the age of
either Insured. Certain Death Benefit and premium restrictions apply. See
"Income Taxation of Policy Benefits."

<PAGE>
-57-

EXECUTIVE OFFICERS AND DIRECTORS

<TABLE>
<CAPTION>
OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH IHLA, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ------------------- -------------------
<S> <C> <C>
Andrew, Joan M. Vice President, 1992 Vice President and Director, NSC
38 Operations, IHLA (1992-Present)

Boldischar,Jr., Paul J. Senior Vice President, 1988 Senior Vice President, IHLA
54 (1976-Present)

Condon, Jr., Francis I. Vice President, 1993 Vice President,Director of Sales,
49 IHLA (1993-Present); Anderson
Insurance Agency, Inc., President
(1993)

Cummins, Peter W. Vice President, 1993 Vice President, Individual Annuity
58 Operations, Hartford Life Insurance
Company, (1989-Present)

deRaismes, Ann W. Vice President, 1994 Vice President, (1994); Assistant
44 Vice President, (1992-1994); Director
of Human Resources, (1991-Present);
Assistant Director of Human
Resources, (1987-1991) Hartford Life
Insurance Company

Dooley, James R. Vice President, 1977 Vice President, Director Information
59 Services, ILHA (1973-Present)

Gareau, Joseph H. Executive Vice President Executive Vice President and Chief
48 and Chief Investment Investment Officer, IHLA
Officer, 1993 (1993-Present)

Gardner, Bruce D. General Counsel, 1991 General Counsel, Corporate Secretary
44 and Corporate Secretary (1991-Present) Corporate Secretary
(1988-Present); Associate General
Counsel (1988-1991); Counsel,
(1986-1988) Hartford Life Insurance
Company
<PAGE>
-58-

EXECUTIVE OFFICERS AND DIRECTORS (Continued)

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH ITT HL&A, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ----------------------- -------------------
<S> <C> <C>
Gillette, Donald J. Vice President, 1993 Vice President, Director of Marketing,
50 IHLA (1991-Present); MSI Insurance
(1986-1991).

Godkin, Lynda Assistant General Counsel and Assistant General Counsel and
41 Corporate Secretary, 1994 Corporate Secretary of ITT Hartford
Life Insurance Company, (1994-
Present)

Grady, Lois W. Vice President, 1993 Vice President, Hartford Insurance
50 Company (1993-Present); Assistant
Vice President (1988-1993).

Hall, David A. Senior Vice President Senior Vice President and Actuary of
41 and Actuary, 1993 Hartford Insurance Company
(1993-Present).

Kanarek, Joseph Vice President, 1994 Vice President, (1991-Present);
47 Director (1992-Present), Hartford Life
Insurance Company.

Kohlhof, LaVern L. Vice President and Vice President and Secretary, IHLA
65 Secretary, 1980 (1976-Present).

William B. Malchodi, Vice President and Director of Taxes (1992-Present),
Jr., 44 Director of Taxes 1992 Hartford Insurance Company.

Marra, Thomas M. Senior Vice President Senior Vice President, 1994; Vice
37 and Actuary, 1994 President (1989-1994); Director of
Individual Annuities, 1991; Assistant
Vice President (1989) Hartford Life
Insurance Companies.

Matthiesen, Steven L. Vice President, 1984 Vice President, Director of New
50 Business (1984-Present); Vice
President, ITT Life Insurance Corp.
(1981 - 1984).
<PAGE>
-59-

EXECUTIVE OFFICERS AND DIRECTORS (Continued)

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH ITT HL&A, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ----------------------- -------------------
<S> <C> <C>
Craig D. Raymond Vice President and Vice President and Chief Actuary,
33 Chief Actuary, 1994 1994; Vice 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).

Schrandt, David T. Vice President, Treasurer Vice President, Treasurer and
48 and Controller, 1987 Controller, IHLA (1987-Present).

Smith, Lowndes A. President and Chief President and Chief Executive Officer
55 Executive Officer, IHLA, (1993-Present); 1993 President
and Chief Operating Officer, Hartford
Life Insurance Company (1989-
Present); Senior Vice President and
Group Controller of Hartford
Insurance Group; Vice President and
Group Controller of Hartford
Insurance Group (1980-1987).

Zlatkus, Lizabeth H. Vice President, 1994 Vice President, Director Business
36 Operations, 1994; Assistant Vice
President, Director Executive
Operations (1992-1994); Executive
Staff Assistant to President (1990-
1992).

<FN>
___________________________________
* Denotes date of election to Board of Directors.
** ITT Hartford Affiliated Company.
</TABLE>

<PAGE>
-60-

DISTRIBUTION OF THE POLICIES

ILA intends to sell the Policies in all jurisdictions where it is licensed to do
business. The Policies will be sold by life insurance sales representatives who
represent ILA and who are registered representatives of Hartford Equity Sales
Company, Inc. ("HESCO"), or certain other registered Broker-Dealers. Any sales
representative or employee will have been qualified to sell variable life
insurance policies under applicable Federal and State laws. Each Broker-Dealer
is registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 and all are members of the National Association of
Securities Dealers, Inc. HESCO, a corporation organized under the laws of
the State of Connecticut on July 3, 1973, is the principal underwriter for the
Policies. During the first Policy Year, the maximum sales commission payable to
ILA agents, independent registered insurance brokers, and other registered
Broker-Dealers is 45% of the premiums paid up to a target premium and 5% of any
excess. In Policy Years 2 through 10, agent commissions will not exceed 5.5% of
premiums paid. For Policy Years 11 and later, the agent commissions will not
exceed 2% of the premiums paid. In addition, expense allowances may be paid.
The sales representative may be required to return all or a portion of the
commissions paid if the Policy terminates prior to the second Policy
Anniversary.

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

The assets of the Separate Account are held by ILA. The assets of the Separate
Account are kept physically segregated and held separate and apart from the
General Account of ILA. ILA maintains records of all purchases and redemptions
of shares of the Fund. Additional protection for the assets of the Separate
Account is afforded by ILA's blanket fidelity bond issued by Aetna Casualty and
Surety Company, in the aggregate amount of $50 million, covering all of the
officers and employees of ILA.

FEDERAL TAX CONSIDERATIONS

GENERAL

SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING TO
THE ACTUAL STATUS OF THE POLICY OWNER INVOLVED AND THE TYPE OF PLAN UNDER WHICH
THE POLICY IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON, TRUSTEE
OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A POLICY DESCRIBED HEREIN.

It should be understood that any detailed description of the Federal income tax
consequences regarding the purchase of these Policies cannot be made in this
Prospectus and that special tax rules may be applicable with respect to certain
purchase situations not discussed herein. In addition, no attempt is made here
to consider any applicable state or other tax laws. For detailed information, a
qualified tax adviser should always be consulted. This discussion of Federal
tax

<PAGE>
-61-

considerations is based upon ILA's understanding of current Federal income tax
laws as they are currently interpreted.

TAXATION OF ITT HARTFORD LIFE AND ANNUITY AND SEPARATE ACCOUNT VL I

Separate Account VL I is taxed as a part of ILA which is taxed as a life
insurance company under Part 1 of Subchapter L of Chapter 1 of the Internal
Revenue Code ("Code"). Accordingly, Separate Account VL I will not be taxed as
a "regulated investment company" under Subchapter M of the Code. Investment
income and realized capital gains on the assets of Separate Account VL I (the
underlying Funds) are reinvested and are taken into account in determining the
value of the Accumulation Units (see "Policy Benefits and Right - Cash Value",
on page ___). As a result, such investment income and realized capital gains
are automatically applied to increase reserves under the Policy.

ILA does not expect to incur any Federal income tax on the earnings or realized
capital gains attributable to Separate Account VL I. Based upon these
expectations, no charge is currently being made to Separate Account VL I for
Federal income taxes. If ILA incurs income taxes attributable to Separate
Account VL I or determines that such taxes will be incurred, it may assess a
charge for taxes against Separate Account VL I.

INCOME TAXATION OF POLICY BENEFITS

For Federal income tax purposes, the Policies should be treated as life
insurance policies under Section 7702 of the Code. The death benefit under a
life insurance policy is excluded from the gross income of the Beneficiary.
Also, a life insurance Policy Owner is not taxed on increments in the policy
value until the policy is partially or completely surrendered. Section 7702
limits the amount of premiums that may be invested in a policy that is treated
as life insurance. ILA intends to monitor premium levels to assure compliance
with the Section 7702 standards.

During the first fifteen policy years, an "income first" rule generally applies
to any distribution of cash that is required under Code Section 7702 because of
a reduction in benefits under the Policy.

ILA also believes that any loan received under a Policy will be treated as
Indebtedness of the Policy Owner, and that no part of any loan under a Policy
will constitute income to the Policy Owner. A surrender or assignment of the
Policy may have tax consequences depending upon the circumstances. Policy
Owners should consult qualified tax advisers concerning the effect of such
changes.

Federal, state, and local estate tax, inheritance, and other tax consequences of
ownership or receipt of Policy proceeds depend on the circumstances of each
Policy Owner or Beneficiary.

<PAGE>
-62-

The Maturity Date Extention Rider allows a Policy Owner to extend the Maturity
Date to the date of the death of last surviving insured. Although ILA believes
that the Policy will continue to be treated as a life insurance contract for
federal income tax purposes after the scheduled Maturity Date, due to the lack
of specific guidance on this issue, this result is not certain. If the Policy
is not treated as a life insurance contract for federal income tax purposes
after the Matuity Date, among other things, the Death Proceeds may be taxable to
the recipient. The Policy Owner should consult a competent tax adviser
regarding the possible adverse tax consequences resulting from an extension of
the scheduled Maturity Date.

MODIFIED ENDOWMENT CONTRACTS

Code Section 7702A applies an additional test, the "seven-pay" test, to life
insurance contracts. A modified endowment contract is a life insurance policy
which satisfies the Section 7702 definition of life insurance but fails the
seven-pay test of Section 7702A. A policy fails the seven-pay test if the
accumulated amount paid into the Policy at any time during the first seven
Policy Years exceeds the sum of the net level premiums that would have been paid
up to that point if the Policy provided for paid-up future benefits after the
payment of seven level annual premiums. Computational rules for the seven-pay
test are described in Section 7702A(c).

A policy that is classified as a modified endowment contract is eligible for
certain aspects of the beneficial tax treatment accorded to life insurance.
That is, the death benefit is excluded from income and increments in value are
not subject to current taxation. However, withdrawals and loans from a modified
endowment policy are treated first as income, then as a recovery of basis.
Taxable withdrawals are subject to a 10% additional tax, with certain
exceptions. Generally, only distributions and loans made in the first year in
which a policy becomes a modified endowment policy, and in subsequent years, are
taxable. However, distributions and loans made in the two years prior to a
policy's failing the seven-pay test are deemed to be in anticipation of failure
and are subject to tax.

If the Policy satisfies the seven-pay test for seven years, distributions and
loans made thereafter will not be subject to the modified endowment policy
rules, unless the Policy is changed materially. The seven-pay test will be
applied anew at any time the policy undergoes a material change, which includes
an increase in the death benefit.

All modified endowment policies that are issued within any calendar year to the
same Policy Owner by one company or its affiliates shall be treated as one
modified endowment policy for the purpose of determining the taxable portion of
any loan or distribution.

DIVERSIFICATION REQUIREMENTS

Section 817 of the Code provides that a variable life insurance policy (other
than a pension plan policy) will not be treated as a life insurance policy for
any period during which the investments

<PAGE>
-63-

made by the separate account or underlying fund are not adequately diversified
in accordance with regulations prescribed by the Treasury. If a policy is not
treated as a life insurance policy, the Policy Owner will be subject to income
tax on the annual increases in Cash Value. The Treasury has issued
diversification regulations which, among other things, require that no more than
55% of the assets of mutual fund (such as the Hartford mutual funds) underlying
a variable life insurance policy, be invested in any one investment. All
securities issued by the same issuer are considered one investment. In
determining whether the diversification standards are met, each United States
government agency or instrumentality shall be treated as a separate issuer. If
the diversification standards are not met, non-pension Policyholders will be
subject to current tax on the increase in Cash Value in the Policy.

A separate account must be in compliance with the diversification standards on
the last day of each calendar quarter or within 30 days after the quarter ends.
If an insurance company inadvertently fails to meet the diversification
standards, ILA may comply within a reasonable period and avoid the taxation of
policy income on an ongoing basis. However, either ILA or Policy Owner must
agree to pay the tax due for the period during which the diversification
standards were not met. The amount required to be paid shall be an amount based
upon the tax that would have been owed by the Policyowners if they were treated
as receiving the income on the Contract for such period or periods.

FEDERAL INCOME TAX WITHHOLDING

If any amounts are deemed to be current taxable income to the Policy Owner, such
amounts will be subject to Federal income tax withholding and reporting,
pursuant to Section 3405 of the Internal Revenue Code.

OTHER TAX CONSIDERATIONS

Qualified tax advisers should be consulted concerning the estate and gift tax
consequences of Policy ownership and distributions under federal, state and
local law.

LEGAL PROCEEDINGS

There are no pending material legal proceedings affecting the Policies, Separate
Account VL I or any of the Funds.

EXPERTS

The audited financial statements for ITT Hartford Life and Annuity Insurance
Company included in this Prospectus and Registration Statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report herein, and are included herein in reliance upon the authority of
said firm as experts in accounting and auditing in giving said report.

<PAGE>
-64-

The hypothetical Policy illustrations included in this Prospectus and
Registration Statement have been approved by Ken A. McCullum, FSA, MAAA,
Director of Individual Life Product Development, are included in reliance upon
his opinion as to their reasonableness.

REGISTRATION STATEMENT

A registration statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933 as amended. This Prospectus does
not contain all information set forth in the registration statement, its
amendments and exhibits, to all of which reference is made for further
information concerning Separate Account VL I, ILA, and the Policies.

<PAGE>
-65-

APPENDIX A
ILLUSTRATION OF DEATH BENEFITS, ACCOUNT
VALUES AND CASH SURRENDER VALUES

The following tables illustrate how the Death Benefits, Account Values and Cash
Surrender Values of a Policy may change with the investment experience of the
Separate Account. The tables show how the Death Benefits, Account Values and
Cash Surrender Values of a Policy issued to an Insured of a given age would vary
over time if the investment return on the assets held in each Fund were a
uniform, gross annual rate of 0%, 6% and 12%. The Death Benefits, Account
Values and Cash Surrender Values would be different from those shown if the
gross annual investment returns averaged 0%, 6% and 12% over a period of years,
but fluctuated above and below those averages for individual Policy Years. The
tables assume that no Policy Loans are made and that no partial withdrawals have
been made. The tables are also based on the assumption that the Owner has not
requested an increase or decrease in the Fact Amount and that no fund transfers
have been made in any Policy Year.

The tables on pages 44 to 61 illustrate a Policy issued to a Male Insured, Age
45 in the Preferred Premium Class with an Initial Face Amount of $250,000 and a
Scheduled Premium that is paid at the beginning of each Policy Year. The Death
Benefits, Account Values and Cash Surrender Values would be lower if the Insured
was a smoker or in a special class since the cost of insurance charges would
increase.

The tables reflect the fact that the net return on the assets held in the
subaccounts is lower than the gross after-tax return of the Funds. This is
because these tables assume an investment management fee and other estimated
Fund expenses totaling 0.70%. The 0.70% figure is based on an average of the
current management fees and expenses of the available fifteen Funds, taking into
account any applicable expense caps or reimbursement arrangements. Actual fees
and expenses of the Funds associated with a Policy may be more or less than
0.70%, will vary from year to year, and will depend on how the Account Value is
allocated.

As their headings indicate, the tables reflect the deductions of current
contractual charges and guaranteed contractual charges for a single gross
interest rate. These charges include the monthly charge to the Account for
assuming mortality and expense risks, the monthly administrative charge, and the
monthly mortality charge. All tables assume a charge of 2.25% for taxes
attributable to premiums and reflect the fact that no charges against the
Account are currently made for federal, state or local taxes attributable to the
Policy.

Each table also shows the amount to which the premiums would accumulate if an
amount equal to those premiums were invested to earn interest, after taxes, at
5% compounded annually.

Upon request, ILA will furnish a comparable illustration based on a proposed
Policy's specific circumstances.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$1,000,000 BASIC FACE AMOUNT
ISSUE AGE 65 MALE PREFERRED/ISSUE AGE 65 FEMALE PREFERRED
$26,960.60 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
---------------- ----------------------
PREMIUMS
END OF ACCUMULATED
POLICY AT 5% INTEREST ACCOUNT DEATH ACCOUNT DEATH
YEAR PER YEAR VALUE BENEFIT VALUE BENEFIT
- ---- -------- ----- ------- ----- -------
<S> <C> <C> <C> <C> <C>

1 28,309 12,026*** 1,000,000 11,741*** 1,000,000
2 58,033 34,964*** 1,000,000 34,364*** 1,000,000
3 89,243 59,401 1,000,000 58,452 1,000,000
4 122,014 85,361 1,000,000 84,024 1,000,000
5 156,423 112,859 1,000,000 111,092 1,000,000

6 192,553 144,274 1,000,000 142,026 1,000,000
7 230,489 177,440 1,000,000 174,653 1,000,000
8 270,322 220,287 1,000,000 208,908 1,000,000
9 312,147 267,374 1,000,000 244,702 1,000,000
10 356,063 319,109 1,000,000 281,967 1,000,000

11 402,175 379,977 1,000,000 324,981 1,000,000
12 450,592 447,278 1,000,000 370,323 1,000,000
13 501,430 521,703 1,000,000 418,378 1,000,000
14 554,810 604,024 1,000,000 469,710 1,000,000
15 610,860 695,314 1,000,000 525,076 1,000,000

16 669,711 796,529 1,000,000 585,494 1,000,000
17 731,505 909,347 1,000,000 652,386 1,000,000
18 796,389 1,035,574 1,113,750 727,807 1,000,000
19 864,517 1,175,380 1,260,547 814,809 1,000,000
20 936,052 1,330,140 1,396,647 917,917 1,000,000

25 1,194,666 2,211,893 2,322,488 1,480,687 1,554,722
30 1,524,730 3,680,513 3,680,513 2,400,388 2,400,388

</TABLE>

<PAGE>

*THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES,
ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
**THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
***IF YOU SURRENDER YOUR POLICY DURING THE FIRST TO POLICY YEARS, YOU WILL
RECEIVE A REFUND IN ADDITION TO THE CASH VALUES SHOWN. THE REFUND PLUS THE CASH
VALUE WOULD BE $17,417.89 IN YEAR ONE AND $39,887.87 IN YEAR TWO FOR THE CURRENT
CHARGES AND $17,133.12 IN YEAR ONE AND $39,287.87 FOR YEAR TWO FOR THE
GUARANTEED CHARGES.

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES
WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR
LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12% OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNT AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$1,000,000 BASIC FACE AMOUNT
ISSUE AGE 65 MALE PREFERRED/ISSUE AGE 65 FEMALE PREFERRED
$26,960.60 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
----------------- --------------------

PREMIUMS
END OF ACCUMULATED
POLICY AT 5% INTEREST ACCOUNT DEATH ACCOUNT DEATH
YEAR PER YEAR VALUE BENEFIT VALUE BENEFIT
---- -------- ----- ------- ----- -------
<S> <C> <C> <C> <C> <C>

1 28,309 10,660*** 1,000,000 10,392*** 1,000,000
2 58,033 29,741*** 1,000,000 29,209*** 1,000,000
3 89,243 47,689 1,000,000 46,896 1,000,000
4 122,014 64,380 1,000,000 63,328 1,000,000
5 156,423 79,664 1,000,000 78,356 1,000,000

6 192,553 95,520 1,000,000 93,956 1,000,000
7 230,489 109,506 1,000,000 107,684 1,000,000
8 270,322 129,531 1,000,000 119,204 1,000,000
9 312,147 149,009 1,000,000 128,101 1,000,000
10 356,063 167,881 1,000,000 133,906 1,000,000

11 402,175 188,811 1,000,000 139,355 1,000,000
12 450,592 209,071 1,000,000 140,705 1,000,000
13 501,430 228,512 1,000,000 137,363 1,000,000
14 554,810 246,880 1,000,000 128,608 1,000,000
15 610,860 264,105 1,000,000 113,481 1,000,000

16 669,711 279,216 1,000,000 90,658 1,000,000
17 731,505 291,660 1,000,000 58,328 1,000,000
18 796,389 301,527 1,000,000 14,037 1,000,000
19 864,517 308,873 1,000,000 0 1,000,000
20 936,052 313,730 1,000,000 0 1,000,000

25 1,194,666 127,550 1,000,000 0 1,000,000
30 1,524,730 0 1,000,000 0 1,000,000

</TABLE>

<PAGE>

*THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES,
ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
**THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
***IF YOU SURRENDER YOUR POLICY DURING THE FIRST TWO POLICY YEARS, YOU WILL
RECEIVE A REFUND IN ADDITION TO THE CASH VALUES SHOWN. THE REFUND PLUS THE CASH
VALUE WOULD BE $16,052.12 IN YEAR ONE AND $34,664.87 IN YEAR TWO FOR THE CURRENT
CHARGES AND $15,784.12 IN YEAR ONE AND $34,132.87 IN YEAR TWO FOR THE GUARANTEED
CHARGES.

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES
WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$1,000,000 BASIC FACE AMOUNT
ISSUE AGE 65 MALE PREFERRED/ISSUE AGE 65 FEMALE PREFERRED
$26,960.60 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
---------------- --------------------
PREMIUMS
END OF ACCUMULATED
POLICY AT 5% INTEREST ACCOUNT DEATH ACCOUNT DEATH
YEAR PER YEAR VALUE BENEFIT VALUE BENEFIT
---- -------- ----- ------- ----- -------
<S> <C> <C> <C> <C> <C>

1 28,309 11,343*** 1,000,000 11,066*** 1,000,000
2 58,033 32,311*** 1,000,000 31,745*** 1,000,000
3 89,243 53,345 1,000,000 52,476 1,000,000
4 122,014 74,310 1,000,000 73,123 1,000,000
5 156,423 95,045 1,000,000 93,523 1,000,000

6 192,553 117,624 1,000,000 115,748 1,000,000
7 230,489 139,616 1,000,000 137,364 1,000,000
8 270,322 168,854 1,000,000 158,025 1,000,000
9 312,147 199,159 1,000,000 177,310 1,000,000
10 356,063 230,521 1,000,000 194,747 1,000,000

11 402,175 266,207 1,000,000 213,520 1,000,000
12 450,592 303,289 1,000,000 229,748 1,000,000
13 501,430 341,728 1,000,000 242,901 1,000,000
14 554,810 381,414 1,000,000 252,354 1,000,000
15 610,860 422,419 1,000,000 257,287 1,000,000

16 669,711 464,134 1,000,000 256,577 1,000,000
17 731,505 506,378 1,000,000 248,696 1,000,000
18 796,389 549,515 1,000,000 231,566 1,000,000
19 864,517 593,947 1,000,000 202,473 1,000,000
20 936,052 640,118 1,000,000 157,870 1,000,000

25 1,194,666 737,801 1,000,000 0 1,000,000
30 1,524,730 838,855 1,000,000 0 1,000,000

</TABLE>

<PAGE>

*THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES,
ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
**THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
***IF YOU SURRENDER YOUR POLICY DURING THE FIRST TWO YEARS, YOU WILL RECEIVE A
REFUND IN ADDITION TO THE CASH VALUES SHOWN. THE REFUND PLUS THE CASH VALUE
WOULD BE $16,735.12 IN YEAR ONE AND $37,234.87 IN YEAR TWO FOR THE CURRENT
CHARGES AND $16,458.12 IN YEAR ONE AND $36,668.87 IN YEAR TWO FOR THE GUARANTEED
CHARGES.

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES
WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR
LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6% OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNT AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$750,000 BASIC FACE AMOUNT
$250,000 SUPPLEMENTAL FACE AMOUNT
ISSUE AGE 65 MALE PREFERRED/ISSUE AGE 65 FEMALE PREFERRED
$21,368.95 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)

1 22,437 11,267*** 1,000,000 10,913*** 1,000,000
2 45,997 28,156*** 1,000,000 27,432*** 1,000,000
3 70,734 44,918 1,000,000 43,808 1,000,000
4 96,708 61,400 1,000,000 59,883 1,000,000
5 123,981 77,417 1,000,000 75,472 1,000,000

6 152,617 94,437 1,000,000 92,039 1,000,000
7 182,685 110,533 1,000,000 107,655 1,000,000
8 214,257 133,817 1,000,000 121,914 1,000,000
9 247,407 157,887 1,000,000 134,317 1,000,000
10 282,215 182,713 1,000,000 144,289 1,000,000

11 318,763 210,420 1,000,000 153,867 1,000,000
12 357,139 239,065 1,000,000 159,905 1,000,000
13 397,433 268,556 1,000,000 161,643 1,000,000
14 439,742 298,708 1,000,000 158,162 1,000,000
15 484,167 329,519 1,000,000 148,252 1,000,000

16 530,813 360,164 1,000,000 130,261 1,000,000
17 579,791 390,235 1,000,000 101,943 1,000,000
18 631,218 419,932 1,000,000 60,219 1,000,000
19 685,216 449,465 1,000,000 1,012 1,000,000
20 741,914 479,055 1,000,000 0 1,000,000

25 1,070,872 618,802 1,000,000 0 1,000,000
30 1,490,715 764,471 1,000,000 0 1,000,000

</TABLE>

<PAGE>

*THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES,
ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
**THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
***IF YOU SURRENDER YOUR POLICY DURING THE FIRST TWO POLICY YEARS, YOU WILL
RECEIVE A REFUND IN ADDITION TO THE CASH VALUES SHOWN. THE REFUND PLUS THE
CASH VALUE WOULD BE $13,083.36 IN YEAR ONE AND $28,156 IN YEAR TWO FOR THE
CURRENT CHARGES AND $12,729.36 IN YEAR ONE AND $27,432 IN YEAR TWO FOR THE
GUARANTEED CHARGES.

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES
WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR
LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6% OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNT AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$750,000 BASIC FACE AMOUNT
$250,000 SUPPLEMENTAL FACE AMOUNT
ISSUE AGE 65 MALE PREFERRED/ISSUE AGE 65 FEMALE PREFERRED
$21,368.95 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
---------------- --------------------
PREMIUMS
END OF ACCUMULATED
POLICY AT 5% INTEREST ACCOUNT DEATH ACCOUNT DEATH
YEAR PER YEAR VALUE BENEFIT VALUE BENEFIT
- ---- -------- ----- ------- ----- -------
<S> <C> <C> <C> <C> <C>

1 22,437 10,588*** 1,000,000 10,246*** 1,000,000
2 45,997 25,827*** 1,000,000 25,147*** 1,000,000
3 70,734 39,981 1,000,000 38,967 1,000,000
4 96,708 52,915 1,000,000 51,571 1,000,000
5 123,981 64,470 1,000,000 62,798 1,000,000

6 152,617 76,066 1,000,000 74,067 1,000,000
7 182,685 85,785 1,000,000 83,458 1,000,000
8 214,257 101,775 1,000,000 90,604 1,000,000
9 247,407 117,267 1,000,000 95,051 1,000,000
10 282,215 132,197 1,000,000 96,280 1,000,000

11 318,763 148,233 1,000,000 96,071 1,000,000
12 357,139 163,608 1,000,000 91,469 1,000,000
13 397,433 178,154 1,000,000 81,781 1,000,000
14 439,742 191,587 1,000,000 66,167 1,000,000
15 484,167 203,816 1,000,000 43,513 1,000,000

16 530,813 213,760 1,000,000 12,289 1,000,000
17 579,791 220,772 1,000,000 0 1,000,000
18 631,218 224,898 1,000,000 0 1,000,000
19 685,216 226,151 1,000,000 0 1,000,000
20 741,914 224,510 1,000,000 0 1,000,000

25 1,070,872 136,084 1,000,000 0 1,000,000
30 1,490,715 0 1,000,000 0 1,000,000

</TABLE>

<PAGE>

*THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES,
ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
**THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
***IF YOU SURRENDER YOUR POLICY DURING THE FIRST TWO POLICY YEARS, YOU WILL
RECEIVE A REFUND IN ADDITION TO THE CASH VALUES SHOWN. THE REFUND PLUS THE CASH
VALUE WOULD BE $12,404.36 IN YEAR ONE AND $25,827 IN YEAR TWO FOR THE CURRENT
CHARGES AND $12,062.36 IN YEAR ONE AND $25,147 IN YEAR TWO FOR THE GUARANTEED
CHARGES.

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES
WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR
LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6% OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNT AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$750,000 BASIC FACE AMOUNT
$250,000 SUPPLEMENTAL FACE AMOUNT
ISSUE AGE 55 MALE PREFERRED/ISSUE AGE 50 FEMALE PREFERRED
$7,363.45 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
----------------- --------------------
PREMIUMS
END OF ACCUMULATED
POLICY AT 5% INTEREST ACCOUNT DEATH ACCOUNT DEATH
YEAR PER YEAR VALUE BENEFIT VALUE BENEFIT
---- -------- ----- ------- ----- -------
<S> <C> <C> <C> <C> <C>

1 7,732 3,251*** 1,000,000 2,897*** 1,000,000
2 15,850 8,580*** 1,000,000 7,857*** 1,000,000
3 24,374 14,039 1,000,000 12,931 1,000,000
4 33,324 19,612 1,000,000 18,101 1,000,000
5 42,722 25,275 1,000,000 23,344 1,000,000

6 52,590 32,151 1,000,000 29,779 1,000,000
7 62,951 39,107 1,000,000 36,275 1,000,000
8 73,830 46,110 1,000,000 42,795 1,000,000
9 85,253 53,115 1,000,000 49,295 1,000,000
10 97,248 60,066 1,000,000 55,716 1,000,000

11 109,842 69,574 1,000,000 63,301 1,000,000
12 123,065 79,415 1,000,000 70,737 1,000,000
13 136,950 89,591 1,000,000 77,916 1,000,000
14 151,529 100,087 1,000,000 84,698 1,000,000
15 166,837 110,947 1,000,000 90,925 1,000,000

16 182,911 122,168 1,000,000 96,410 1,000,000
17 199,788 133,666 1,000,000 100,943 1,000,000
18 217,509 145,461 1,000,000 104,281 1,000,000
19 236,116 157,579 1,000,000 106,146 1,000,000
20 255,653 170,043 1,000,000 106,199 1,000,000

25 369,008 230,252 1,000,000 60,302 1,000,000
30 513,680 271,663 1,000,000 0 1,000,000

</TABLE>

<PAGE>

*THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES,
ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
**THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
***IF YOU SURRENDER YOUR POLICY DURING THE FIRST TWO POLICY YEARS, YOU WILL
RECEIVE A REFUND IN ADDITION TO THE CASH VALUES SHOWN. THE REFUND PLUS THE CASH
VALUE WOULD BE $3,876.89 IN YEAR ONE AND $8,580 IN YEAR TWO FOR THE CURRENT
CHARGES AND $3,522.89 IN YEAR ONE AND $7,857 IN YEAR TWO FOR THE GUARANTEED
CHARGES.

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES
WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR
LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6% OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNT AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$750,000 BASIC FACE AMOUNT
$250,000 SUPPLEMENTAL FACE AMOUNT
ISSUE AGE 55 MALE PREFERRED/ISSUE AGE 50 FEMALE PREFERRED
$7,363.45 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)

1 7,732 3,037*** 1,000,000 2,695*** 1,000,000
2 15,850 7,849*** 1,000,000 7,170*** 1,000,000
3 24,374 12,486 1,000,000 11,475 1,000,000
4 33,324 16,928 1,000,000 15,589 1,000,000
5 42,722 21,149 1,000,000 19,488 1,000,000

6 52,590 26,229 1,000,000 24,249 1,000,000
7 62,951 31,012 1,000,000 28,719 1,000,000
8 73,830 35,463 1,000,000 32,860 1,000,000
9 85,253 39,543 1,000,000 36,634 1,000,000
10 97,248 43,197 1,000,000 39,985 1,000,000

11 109,842 48,985 1,000,000 44,045 1,000,000
12 123,065 54,596 1,000,000 47,541 1,000,000
13 136,950 60,021 1,000,000 50,371 1,000,000
14 151,529 65,229 1,000,000 52,410 1,000,000
15 166,837 70,203 1,000,000 53,516 1,000,000

16 182,911 74,912 1,000,000 53,525 1,000,000
17 199,788 79,251 1,000,000 52,259 1,000,000
18 217,509 83,228 1,000,000 49,511 1,000,000
19 236,116 86,851 1,000,000 45,050 1,000,000
20 255,653 90,126 1,000,000 38,593 1,000,000

25 369,008 92,902 1,000,000 0 1,000,000
30 513,680 55,195 1,000,000 0 1,000,000

</TABLE>

<PAGE>

*THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES,
ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
**THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
***IF YOU SURRENDER YOUR POLICY DURING THE FIRST TWO POLICY YEARS, YOU WILL
RECEIVE A REFUND IN ADDITION TO THE CASH VALUES SHOWN. THE REFUND PLUS THE CASH
VALUE WOULD BE $3,662.89 IN YEAR ONE AND $7,849 IN YEAR TWO FOR THE CURRENT
CHARGES AND $3,320.89 IN YEAR ONE AND $7,170 IN YEAR TWO FOR THE GUARANTEED
CHARGES.

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES
WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR
LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6% OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNT AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$750,000 BASIC FACE AMOUNT
$250,000 SUPPLEMENTAL FACE AMOUNT
ISSUE AGE 55 MALE PREFERRED/ISSUE AGE 50 FEMALE PREFERRED

$7,363.45 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)

1 7,732 3,465*** 1,000,000 3,101*** 1,000,000
2 15,850 9,337*** 1,000,000 8,570*** 1,000,000
3 24,374 15,709 1,000,000 14,499 1,000,000
4 33,324 22,612 1,000,000 20,911 1,000,000
5 42,722 30,070 1,000,000 27,828 1,000,000

6 52,590 39,304 1,000,000 36,463 1,000,000
7 62,951 49,269 1,000,000 45,766 1,000,000
8 73,830 60,004 1,000,000 55,769 1,000,000
9 85,253 71,548 1,000,000 66,502 1,000,000
10 97,248 83,929 1,000,000 77,985 1,000,000

11 109,842 99,893 1,000,000 91,701 1,000,000
12 123,065 117,496 1,000,000 106,403 1,000,000
13 136,950 136,937 1,000,000 122,108 1,000,000
14 151,529 158,390 1,000,000 138,819 1,000,000
15 166,837 182,065 1,000,000 156,534 1,000,000

16 182,911 208,181 1,000,000 175,243 1,000,000
17 199,788 236,921 1,000,000 194,937 1,000,000
18 217,509 268,598 1,000,000 215,603 1,000,000
19 236,116 303,561 1,000,000 237,230 1,000,000
20 255,653 342,203 1,000,000 259,793 1,000,000

25 369,008 602,483 1,000,000 384,397 1,000,000
30 513,680 1,041,207 1,100,632 521,712 1,000,000

</TABLE>

<PAGE>

*THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES,
ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
**THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
***IF YOU SURRENDER YOUR POLICY DURING THE FIRST TWO POLICY YEARS, YOU WILL
RECEIVE A REFUND IN ADDITION TO THE CASH VALUES SHOWN. THE REFUND PLUS THE CASH
VALUE WOULD BE $4,090.89 IN YEAR ONE AND $9,336.78 YEAR TWO FOR THE CURRENT
CHARGES AND $3,726.84 IN YEAR ONE AND $8,570.31 IN YEAR TWO FOR THE GUARANTEED
CHARGES.

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES
WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$750,000 BASIC FACE AMOUNT
$250,000 SUPPLEMENTAL FACE AMOUNT
ISSUE AGE 65 MALE PREFERRED/ISSUE AGE 65 FEMALE PREFERRED
$21,368.95 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)

1 22,437 11,945*** 1,000,000 11,581*** 1,000,000
2 45,997 30,567*** 1,000,000 29,800*** 1,000,000
3 70,734 50,226 1,000,000 49,013 1,000,000
4 96,708 70,887 1,000,000 69,179 1,000,000
5 123,981 92,493 1,000,000 90,235 1,000,000

6 152,617 116,724 1,000,000 113,852 1,000,000
7 182,685 141,847 1,000,000 138,286 1,000,000
8 214,257 176,061 1,000,000 163,315 1,000,000
9 247,407 213,598 1,000,000 188,654 1,000,000
10 282,215 254,754 1,000,000 213,980 1,000,000

11 318,763 302,607 1,000,000 242,068 1,000,000
12 357,139 355,374 1,000,000 270,018 1,000,000
13 397,433 413,529 1,000,000 297,618 1,000,000
14 439,742 477,567 1,000,000 324,649 1,000,000
15 484,167 548,254 1,000,000 350,822 1,000,000

16 530,813 625,966 1,000,000 375,725 1,000,000
17 579,791 711,708 1,000,000 398,798 1,000,000
18 631,218 807,174 1,000,000 419,297 1,000,000
19 685,216 914,388 1,000,000 436,338 1,000,000
20 741,914 1,034,991 1,108,112 448,887 1,000,000

25 1,070,872 1,859,867 1,974,232 376,966 1,000,000
30 1,490,715 3,233,997 3,254,351 0 1,000,000

</TABLE>

<PAGE>

*THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES,
ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
**THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
***IF YOU SURRENDER YOUR POLICY DURING THE FIRST TWO POLICY YEARS, YOU WILL A
REFUND IN ADDITION TO THE CASH VALUES SHOWN. THE REFUND PLUS THE CASH VALUE
WOULD BE $13,761.77 IN YEAR ONE AND $30,567 IN YEAR TWO FOR THE CURRENT CHARGES
AND $13,397.36 IN YEAR ONE AND $29,800 IN YEAR TWO FOR THE GUARANTEED CHARGES.

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES
WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$1,000,000 BASIC FACE AMOUNT
ISSUE AGE 55 MALE PREFERRED/ISSUE AGE 50 FEMALE PREFERRED
$15,365.43 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)

1 16,134 6,147*** 1,000,000 5,871*** 1,000,000
2 33,074 18,099*** 1,000,000 17,533*** 1,000,000
3 50,861 30,475 1,000,000 29,608 1,000,000
4 69,538 43,275 1,000,000 42,092 1,000,000
5 89,149 56,491 1,000,000 54,979 1,000,000

6 109,740 71,779 1,000,000 69,922 1,000,000
7 131,361 87,536 1,000,000 85,319 1,000,000
8 154,062 103,751 1,000,000 101,157 1,000,000
9 177,899 120,410 1,000,000 117,420 1,000,000
10 202,928 137,485 1,000,000 134,081 1,000,000

11 229,208 158,537 1,000,000 153,504 1,000,000
12 256,802 180,566 1,000,000 173,439 1,000,000
13 285,776 203,613 1,000,000 193,839 1,000,000
14 316,198 227,704 1,000,000 214,641 1,000,000
15 348,142 252,884 1,000,000 235,773 1,000,000

16 381,682 279,184 1,000,000 257,155 1,000,000
17 416,901 306,587 1,000,000 278,707 1,000,000
18 453,880 335,168 1,000,000 300,339 1,000,000
19 492,707 365,008 1,000,000 321,958 1,000,000
20 533,476 396,191 1,000,000 343,455 1,000,000

25 680,866 485,293 1,000,000 353,883 1,000,000
30 868,977 579,678 1,000,000 265,177 1,000,000

</TABLE>

<PAGE>

*THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES,
ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
**THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
***IF YOU SURRENDER YOUR POLICY DURING THE FIRST TWO POLICY YEARS, YOU WILL
RECEIVE A REFUND IN ADDITION TO THE CASH VALUES SHOWN. THE REFUND PLUS THE CASH
VALUE WOULD BE $9,220.09 IN YEAR ONE AND $21,710.64 IN YEAR TWO FOR THE CURRENT
CHARGES AND $8,944.09 IN YEAR ONE AND $21,144.64 IN YEAR TWO FOR THE GUARANTEED
CHARGES.

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES
WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$1,000,000 BASIC FACE AMOUNT
ISSUE AGE 55 MALE PREFERRED/ISSUE AGE 50 FEMALE PREFERRED
$15,365.43 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)

1 16,134 5,768*** 1,000,000 5,501*** 1,000,000
2 33,074 16,663*** 1,000,000 16,131*** 1,000,000
3 50,861 27,290 1,000,000 26,499 1,000,000
4 69,538 37,634 1,000,000 36,587 1,000,000
5 89,149 47,674 1,000,000 46,374 1,000,000

6 109,740 58,975 1,000,000 57,426 1,000,000
7 131,361 69,897 1,000,000 68,103 1,000,000
8 154,062 80,412 1,000,000 78,375 1,000,000
9 177,899 90,485 1,000,000 88,208 1,000,000
10 202,928 100,071 1,000,000 97,557 1,000,000

11 229,208 112,423 1,000,000 108,499 1,000,000
12 256,802 124,574 1,000,000 118,854 1,000,000
13 285,776 136,514 1,000,000 128,539 1,000,000
14 316,198 148,217 1,000,000 137,449 1,000,000
15 348,142 159,670 1,000,000 145,468 1,000,000

16 381,683 170,845 1,000,000 152,463 1,000,000
17 416,901 181,651 1,000,000 158,292 1,000,000
18 453,880 192,098 1,000,000 162,793 1,000,000
19 492,707 202,196 1,000,000 165,784 1,000,000
20 533,476 211,955 1,000,000 167,047 1,000,000

25 680,866 177,259 1,000,000 60,452 1,000,000
30 868,977 106,947 1,000,000 0 1,000,000

</TABLE>

<PAGE>

*THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES,
ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
**THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
***IF YOU SURRENDER YOUR POLICY DURING THE FIRST TWO POLICY YEARS, YOU WILL
RECEIVE A REFUND IN ADDITON TO THE CASH VALUES SHOWN. THE REFUND PLUS THE CASH
VALUE WOULD BE $8,841.09 IN YEAR ONE AND $20,274.64 IN YEAR TWO FOR THE CURRENT
CHARGES AND $8,574.09 IN YEAR ONE AND $19,742.64 IN YEAR TWO FOR THE GUARANTEED
CHARGES.

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES
WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR
LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6% OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNT AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$1,000,000 BASIC FACE AMOUNT
ISSUE AGE 55 MALE PREFERRED/ISSUE AGE 50 FEMALE PREFERRED
$15,365.43 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)

1 16,134 6,527*** 1,000,000 6,242*** 1,000,000
2 33,074 19,581*** 1,000,000 18,981*** 1,000,000
3 50,861 33,882 1,000,000 32,935 1,000,000
4 69,538 49,541 1,000,000 48,210 1,000,000
5 89,149 66,673 1,000,000 64,918 1,000,000

6 109,740 87,140 1,000,000 84,916 1,000,000
7 131,361 109,525 1,000,000 106,784 1,000,000
8 154,062 134,001 1,000,000 130,687 1,000,000
9 177,899 160,757 1,000,000 156,808 1,000,000
10 202,928 189,994 1,000,000 185,342 1,000,000

11 229,208 225,887 1,000,000 219,255 1,000,000
12 256,802 265,658 1,000,000 256,476 1,000,000
13 285,776 309,727 1,000,000 297,331 1,000,000
14 316,198 358,556 1,000,000 342,181 1,000,000
15 348,142 412,670 1,000,000 391,449 1,000,000

16 381,683 472,650 1,000,000 445,629 1,000,000
17 416,901 539,109 1,000,000 505,315 1,000,000
18 453,880 612,817 1,000,000 571,215 1,000,000
19 492,707 694,634 1,000,000 644,188 1,000,000
20 533,476 785,525 1,000,000 725,280 1,000,000

25 680,866 1,314,480 1,380,204 1,193,109 1,252,765
30 868,977 2,201,333 2,311,400 1,970,576 2,069,105

</TABLE>

<PAGE>

*THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES,
ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
**THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, ISSUE CHARGES, AND MORTALITY AND EXPENSE RISK RATES.
***IF YOU SURRENDER YOUR POLICY DURING THE FIRST TWO POLICY YEARS, YOU WILL
RECEIVE A REFUND IN ADDITION TO THE CASH VALUES SHOWN. THE REFUND PLUS THE CASH
VALUE WOULD BE $9,600.09 IN YEAR ONE AND $23,192.64 IN YEAR TWO FOR THE CURRENT
CHARGES AND $9,315.09 YEAR ONE AND $22,592.37 IN YEAR TWO FOR THE GUARANTEED
CHARGES.

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES
WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

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

FORM 10-Q

(Mark one)

/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1995

/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to .

Commission file number 2-89516

HARTFORD LIFE INSURANCE COMPANY

Incorporated in the State of Connecticut

06-0974148
(I.R.S. Employer Identification No.)

P.O. Box 2999, Hartford, Connecticut 06104-2999
(Principal Executive Offices)

Telephone number 203-843-8291

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

As of November 13, 1995 there were outstanding 1,000 shares of common stock,
$5,690 par value per share, of the registrant, all of which were directly
owned by Hartford Life and Accident Insurance Company.

The registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format.

(1)

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES

TABLE OF CONTENTS

PART 1. FINANCIAL INFORMATION: PAGE

Item 1. Financial Statements:
Consolidated Statements of Income --
Quarter and Nine Months Ended September 30, 1995 and 1994 .............. 3
Consolidated Balance Sheets --
September 30, 1995 and December 31, 1994 ................................. 4
Consolidated Statements of Cash Flows --
Nine Months Ended September 30, 1995 and 1994 ............................ 5

Item 2. Management's Narrative Analysis of Results of Operations*
Quarter and Nine Months Ended September 30, 1995 and 1994 ................ 6

PART II. OTHER INFORMATION:*

Item 6. Exhibits and Reports on Form 8-K ................................. 9
Signature ................................................................10
Exhibit Index ............................................................11

(*) Item prepared in accordance with General Instruction H(2) of Form 10-Q.

(2)

<PAGE>
PART I. FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

The following unaudited financial statements, reflect, in the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, the results of operations
and the cash flows for the periods presented. Interim results are not
indicative of the results which may be expected for any other interim period
or the full year. For a description of accounting policies, see Notes to
Consolidated Financial Statements in the 1994 Form 10-K.

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Millions)

<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
September 30, September 30,
-------------------- ------------------
1995 1994 1995 1994
-------- -------- -------- --------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
REVENUES:

Premiums and other considerations $ 385 $ 200 $1,105 $ 707
Net investment income 357 269 1,032 828
Net realized (losses) gains on investments (4) 6 (10) 12
----- ----- ------ ------
738 475 2,127 1,547
----- ----- ------ ------
BENEFITS, CLAIMS AND EXPENSES:
Benefits, claims and claim adjustment expenses 446 301 1,162 899
Amortization of deferred policy acquisition costs 48 46 140 123
Dividends to policyholders 152 27 449 212
Other insurance expenses 47 40 240 145
----- ----- ------ ------
693 414 1,991 1,379
----- ----- ------ ------
INCOME BEFORE INCOME TAX 45 61 136 168
Income tax expense 15 22 45 59
----- ----- ------ ------
NET INCOME $ 30 $ 39 $ 91 $ 109
----- ----- ------ ------
----- ----- ------ ------
</TABLE>

(3)

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Millions)

<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------- -------------
(unaudited)
<S> <C> <C>
ASSETS:
Investments
Fixed maturities, available for sale,
at fair value $ 14,279 $ 13,429
Equity securities, at fair value 97 68
Mortgage loans, at outstanding principal
balance 286 316
Policy loans, at outstanding balance 4,453 2,614
Other investments 104 107
--------- --------
19,219 16,534
Cash 23 20
Premiums and amounts receivable 235 160
Reinsurance recoverable 6,067 5,466
Accrued investment income 413 378
Deferred policy acquisition costs 2,066 1,809
Deferred income tax 465 590
Other assets 168 83
Separate account assets 31,391 22,809
--------- --------
$ 60,047 $ 47,849
--------- --------
--------- --------
LIABILITIES AND STOCKHOLDER'S EQUITY

Future policy benefits $ 2,311 $ 1,890
Other policyholder funds 23,432 21,328
Other liabilities 1,364 1,000
Separate account liabilities 31,391 22,809
--------- --------
58,498 47,027
--------- --------
Common stock -- authorized 1,000 shares,
$5,690 par value, issued and outstanding
1,000 shares 6 6
Capital surplus 1,009 826
Unrealized loss on securities, net of tax (201) (654)
Retained earnings 735 644
--------- --------
1,549 822
--------- --------
$ 60,047 $ 47,849
--------- --------
--------- --------
</TABLE>
(4)

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)

<TABLE>
<CAPTION>
Nine Months
Ended September 30,
--------------------
1995 1994
--------- ---------
(Unaudited)
<S> <C> <C>

OPERATING ACTIVITIES:
NET INCOME $ 91 $ 109
Adjustments to net income:
Net realized investment losses (gains) before tax 10 (12)
Net policyholder investment losses (gains) before tax (3) 6
Net deferred policy acquisition costs (257) (286)
Net amortization of premium on fixed maturities 15 35
Deferred income tax benefits (128) (54)
(Increase) decrease in premiums and amounts receivable (168) 27
(Increase) decrease in other assets (102) 17
(Increase) decrease in reinsurance recoverable (61) 7
Increase in liability for future policy benefits 434 206
Increase in other liabilities 261 60
Decrease in accrued investment income (36) (72)
--------- --------
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES 56 43
--------- --------

INVESTING ACTIVITIES:
Purchases of fixed maturity investments (3,752) (8,501)
Proceeds from sales of fixed maturity investments 3,211 4,899
Maturities and principal paydowns of long-term investments 1,078 1,680
Net purchases of other investments (1,931) (621)
Net (purchases) sales of short-term investments (184) 720
--------- --------
CASH USED FOR INVESTING ACTIVITIES (1,578) (1,823)
--------- --------

FINANCING ACTIVITIES:
Net receipts from investment and UL-type contracts
credited to policyholder account balances 1,525 1,708
Capital contributions 0 100
--------- --------
CASH PROVIDED BY FINANCING ACTIVITIES 1,525 1,808
--------- --------

NET INCREASE IN CASH 3 28
Cash at beginning of period 20 1
--------- --------
CASH AT END OF PERIOD $ 23 $ 29
--------- --------
--------- --------
</TABLE>
(5)

<PAGE>

Item 2. MANAGEMENT'S NARRATIVE ANALYSIS OF
RESULTS OF OPERATIONS
(In Millions)

QUARTER ENDED SEPTEMBER 30, 1995 AND 1994

<TABLE>
<CAPTION>
ILAD AMS SPECIALTY TOTAL
------------ ------------ ------------ ----------
1995 1994 1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES $203 $195 $177 $194 $358 $ 86 $738 $475
BENEFITS, CLAIMS, EXPENSES AND TAXES 166 165 191 188 351 83 708 436
---- ---- ---- ---- ---- ---- ---- ----
NET INCOME (LOSS) $ 37 $ 30 $(14) $ 6 $ 7 $ 3 $ 30 $ 39
---- ---- ---- ---- ---- ---- ---- ----
---- ---- ---- ---- ---- ---- ---- ----
</TABLE>

INDIVIDUAL LIFE AND ANNUITY DIVISION (ILAD)

The premiums, investment income, management and maintenance fees and cost of
insurance associated with this growing asset base continue to be the source
of ILAD's increased revenues. New deposits of fixed and variable annuities
in the three months ended September 30, 1995 were approximately $1 billion, a
decrease from prior year sales of $1.7 billion, but are not reported as
revenues. New business sales have slowed, however the past two years have seen
unprecedented growth for this line of business and the current trend is more
indicative of stable continual growth. Net income, up 23% for the same period
last year, continues to grow due to the nature of these products in that
revenues and earnings are earned primarily on the existing asset base.

ASSET MANAGEMENT SERVICES (AMS)

Third quarter results remain consistent with first and second quarter
experience but are down from the same period last year. The guaranteed rate
contract (GRC) line was particularly impacted by investment prepayment
activity. Additionally, since interest credited to contractholders is fixed,
this expense remains constant even as investment income declines.

SPECIALTY

The growth of the Specialty line is based primarily on increased sales of
corporate owned life insurance. New deposit premiums (not reported as
revenues) during the third quarter were approximately $600 million. Revenues
for the third quarter of 1994 are reflected net of a one time reinsurance
transaction of approximately $280 million. Revenues increased due to the
continued growth in this line of business resulting in increases in cost
of insurance and maintenance fees and interest earned on policy loans.
In part, this reflects the 1994 recapture of reinsurance previously ceded
to a third party. The corresponding increase in benefits, claims and
expenses is primarily due to increases in dividends to policyholders,
as a significant portion of this block is written on a participating basis.

NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

<TABLE>
<CAPTION>
ILAD AMS SPECIALTY TOTAL
------------ ------------ ------------ ----------
1995 1994 1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES $611 $517 $565 $588 $951 $442 $2,127 $1,547
BENEFITS, CLAIMS, EXPENSES AND TAXES 507 443 596 565 933 430 2,036 1,438
---- ---- ---- ---- ---- ---- ----- ------
NET INCOME (LOSS) $104 $ 74 $(31) $ 23 $ 18 $ 12 $ 91 $ 109
---- ---- ---- ---- ---- ---- ----- ------
---- ---- ---- ---- ---- ---- ----- ------
</TABLE>

(6)

<PAGE>

Item 2. MANAGEMENT'S NARRATIVE ANALYSIS OF
RESULTS OF OPERATIONS
(In Millions)

INDIVIDUAL LIFE AND ANNUITY DIVISION (ILAD)

Growth in fixed and variable annuity sales, as well as several assumption
reinsurance transactions in the last several years have increased the assets
under management in this segment to over $27 billion through September 1995.
The premiums, investment income, management and maintenance fees and cost of
insurance associated with this growing asset base continue to be the source
of ILAD's increased revenues. New deposits of fixed and variable annuities in
the first nine months of 1995 were approximately $4 billion, but are not
reported as revenues, a decrease from prior year sales of $4.9 billion.

ASSET MANAGEMENT SERVICES (AMS)

This segment, consistent with the industry, has experienced a decline in net
investment income due to interest rate drops. The guaranteed rate contract
(GRC) line was particularly impacted by investment prepayment activity in
excess of expectations. Additionally, since interest credited to
contractholders is fixed, this expense remains constant even as investment
income declines. 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

The growth of the Specialty line is based primarily on increased sales of
corporate owned life insurance. New deposit premiums (not reported as
revenues) during the first nine months were $2.1 billion compared to $500
million in 1994. Revenues for 1994 are reflected net of a one time
reinsurance transaction of approximately $280 million. Revenues increased due
to the continued growth in this line of business resulting in increases in
cost of insurance and maintenance fees and interest earned on policy loans.
In part, this reflects the 1994 recapture of reinsurance previously ceded to
a third party, as well as revenues on a block of business assumed from a
third party in December of 1994. The corresponding increase in benefits,
claims and expenses is primarily due to increases in dividends to
policyholders, as a significant portion of this block is written on a
participating basis.

(7)

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS:

On June 30, 1995, The Company received a non-cash capital contribution of
$183 million.

On September 21, 1995, at a Special Meeting of the Shareholders of ITT, ITT
Shareholders approved the Distribution by ITT of all of the outstanding shares
of common stock of ITT Hartford (the Distribution). In the Distribution,
shareholders of ITT common stock will receive, among other items, one share of
ITT Hartford Common stock for each share of ITT common stock held.

(8)

<PAGE>

[ARTHUR ANDERSEN LLP LETTERHEAD]

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have audited the accompanying statutory-basis balance sheets of ITT Hartford
Life and Annuity Insurance Company (a Wisconsin corporation and wholly-owned
subsidiary of Hartford Life Insurance Company) (the Company) as of December 31,
1994 and 1993, and the related statutory-basis statements of income, changes in
capital and surplus and cash flows for each of the three years in the period
ended December 31, 1994. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
statutory-basis financial statements based on our audits.

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

The Company presents its financial statements in conformity with statutory
accounting practices as described in Note 1. When statutory-basis financial
statements are presented for purposes other than for filing with a regulatory
agency, generally accepted auditing standards require that an auditor's report
on them state whether they are presented in conformity with generally accepted
accounting principles. The accounting principles used by the Company vary
from generally accepted accounting principles explained and quantified in
Note 1. In our opinion, because the differences in accounting practices as
described in Note 1 are material, the statutory-basis financial statements
referred to above do not present fairly, in accordance with generally accepted
accounting principles, the financial position of the Company as of December 31,
1994 and 1993, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1994.

<PAGE>

-2-

However, in our opinion, the statutory-basis financial statements referred to
above present fairly, in all material respects, the financial position of the
Company as of December 31, 1994 and 1993, and the results of its operations and
its cash flows for each of the three years in the period ended December 31 1994
in conformity with statutory accounting practices as described in Note 1.

/s/ Arthur Andersen LLP

Hartford, Connecticut
January 30, 1995 (except with respect to the
matter discussed in Note 9, as to which the
date is December 20, 1995)

<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATUTORY BALANCE SHEETS
($000)

December 31,
--------------------------------------
1994 1993
---------- ----------
<S> <C> <C>
ASSETS
Bonds $ 798,501 $ 294,338
Common Stocks 2,275 1,599
Policy Loans 20,145 1,859
Cash & Short-Term Investments 84,312 33,232
Other Invested Assets 2,519 458
---------- ----------
Total Cash & Invested Assets 907,752 331,486
---------- ----------

Investment Income Due & Accrued 12,757 4,426
Premium Balances Receivable 467 46
Receivables from Affiliates 2,861 4,320
Other Assets 13,749 17,254
Separate Account Assets 3,588,077 2,053,775
---------- ----------
Total Assets $ 4,525,663 $ 2,411,307
---------- ----------
---------- ----------
LIABILITIES
Aggregate Reserves for Future Benefits $ 447,284 $ 41,195
Policy & Contract Claims 9,902 740
Liability for Premium & Other Deposit Funds 479,202 284,159
Asset Valuation Reserve 2,422 1,066
Payable to Affiliates 7,840 13,618
Other Liabilities (100,349) (71,939)
Separate Account Liabilities 3,588,077 2,053,775
---------- ----------
Total Liabilities 4,434,378 2,322,614
---------- ----------
---------- ----------
CAPITAL AND SURPLUS
Common Stock 2,500 2,500
Gross Paid-In & Contributed Surplus 114,109 114,109
Unassigned Funds (25,324) (27,916)
---------- ----------
Total Capital and Surplus 91,285 88,693
---------- ----------

TOTAL LIABILITIES AND CAPITAL AND SURPLUS $ 4,525,663 $ 2,411,307
---------- ----------
---------- ----------
</TABLE>

The accompanying notes are an integral part of
these financial statements.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATUTORY STATEMENTS OF INCOME
($000)

Years Ended December 31,
--------------------------------------
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
REVENUES
Premiums & Annuity Considerations $ 442,173 $ 14,281 $ 9,974
Annuity & Other Fund Deposits 608,685 1,986,140 1,292
Net Investment Income 29,012 7,970 5,666
Commissions & Expense Allowances on Reinsurance Ceded 154,527 60,700 50,209
Reserve Adjustment on Reinsurance Ceded 1,266,926 0 0
Other Revenues 41,857 369,598 (231)
---------- ---------- ----------
Total Revenues 2,543,180 2,438,689 66,910
---------- ---------- ----------

BENEFITS AND EXPENSES
Death and Annuity Benefits 7,948 3,192 2,822
Surrenders and Other Benefit Payments 181,749 4,955 1,836
Commissions and Other Expenses 186,303 132,169 57,360
Increase in Reserves for Future Benefits 416,748 5,120 3,765
Increase in Liability for Premium
and Other Deposit Funds 182,934 281,024 887
Net transfers to Separate Accounts 1,541,419 2,013,183 0
---------- ---------- ----------
Total Benefits and Expenses 2,517,101 2,439,643 66,670
---------- ---------- ----------

NET GAIN (LOSS) FROM OPERATIONS
BEFORE FEDERAL INCOME TAXES 26,079 (954) 240

Federal Income Taxes 24,038 11,270 1,561
---------- ---------- ----------
NET GAIN (LOSS) FROM OPERATIONS 2,041 (12,224) (1,321)

Net Realized Capital Gains (2) 877 120
---------- ---------- ----------

NET INCOME (LOSS) $ 2,039 $ (11,347) $ (1,201)
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

The accompanying notes are an integral part of
these financial statements.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
($000)

Years Ended December 31,
-------------------------------------

1994 1993 1992
--------- --------- ---------
<S> <C> <C> <C>
CAPITAL & SURPLUS - BEGINNING OF YEAR $ 88,693 $ 30,027 $ 41,227
--------- --------- ---------

Net Income (Loss) 2,039 (11,347) (1,201)
Net Unrealized Gains (Losses) on Investments (133) (1,198) 527
Change in Asset Valuation Reserve (1,356) 135 (655)
Change in Non-Admitted Assets (8,599) 1,076 (7,671)
Change in Reserve (valuation basis) 10,659 0 0
Aggregate write-ins for surplus (18) 0 0
Dividends to Stockholder 0 0 (2,200)
Paid In Capital 0 70,000 0

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

Change in Capital and Surplus 2,592 58,666 (11,200)

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

CAPITAL & SURPLUS - END OF YEAR $ 91,285 $ 88,693 $ 30,027
--------- --------- ---------
--------- --------- ---------
</TABLE>

The accompanying notes are an integral part of
these financial statements.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATUTORY STATEMENTS OF CASH FLOW
($000)
<TABLE>
<CAPTION>

Years Ended December 31,
---------------------------------------
1994 1993 1992
--------- ---------- ----------
<S> <C> <C> <C>
OPERATIONS
Premiums, Annuity Considerations & Fund Deposits $ 1,050,493 $ 2,000,492 $ 11,262
Investment Income 24,519 5,594 5,578
Other Income 1,515,700 434,851 53,635
--------- ---------- ----------
Total Income 2,590,712 2,440,937 70,475
--------- ---------- ----------
Benefits Paid 181,205 8,215 4,789
Federal Income Taxes Paid on Operations 20,634 9,666 44
Other Expenses 1,832,905 2,231,477 57,383
--------- ---------- ----------
Total Benefits & Expenses 2,034,744 2,249,358 62,216
--------- ---------- ----------
NET CASH FROM OPERATIONS 555,968 191,579 8,259
--------- ---------- ----------

PROCEEDS FROM INVESTMENTS

Bonds 87,747 88,334 71,668
Common Stocks 0 0 102
Other 40 23,638 88
--------- ---------- ----------
NET INVESTMENT PROCEEDS 87,787 111,972 71,858
--------- ---------- ----------

Tax on Capital Gains (96) 376 (119)
Paid In Surplus 0 70,000 0
Other Cash Provided 30,554 0 6,028
--------- ---------- ----------
TOTAL PROCEEDS 674,405 373,175 86,264
--------- ---------- ----------

COST OF INVESTMENTS ACQUIRED

Bonds 595,181 314,933 80,174
Common Stocks 808 567 625
Miscellaneous Applications 2,523 0 0
--------- ---------- ----------
TOTAL INVESTMENTS ACQUIRED 598,512 315,500 80,799
--------- ---------- ----------

OTHER CASH APPLIED
Dividends Paid to Stockholder 0 0 2,200
Other 24,813 24,626 13,725
--------- ---------- ----------
TOTAL OTHER CASH APPLIED 24,813 24,626 15,925
--------- ---------- ----------
TOTAL APPLICATIONS 623,325 340,126 96,724
--------- ---------- ----------
NET CHANGE IN CASH & SHORT-TERM INVESTMENTS 51,080 33,049 (10,460)

CASH & SHORT-TERM INVESTMENTS, BEGINNING OF YEAR 33,232 183 10,643
--------- ---------- ----------
CASH & SHORT-TERM INVESTMENTS, END OF YEAR $ 84,312 $ 33,232 $ 183
--------- ---------- ----------
--------- ---------- ----------
</TABLE>

The accompanying notes are an integral part of
these financial statements.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
(AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION

ITT Hartford Life and Annuity Insurance Company (ILA or the Company),
formerly known as ITT Life Insurance Corporation, is a wholly owned
subsidiary of Hartford Life Insurance Company (HLIC), which is an
indirect subsidiary of the ITT Hartford Insurance Group, Inc. (ITT
Hartford), a wholly owned subsidiary of ITT Corporation (ITT).

ILA offers a complete line of ordinary and universal life insurance,
individual annuities and certain supplemental accident and health benefit
coverages.

BASIS OF PRESENTATION

The accompanying ILA statutory basis financial statements were prepared in
conformity with statutory accounting practices prescribed or permitted by
the National Association of Insurance Commissioners (NAIC) and the
Insurance Department of the State of Wisconsin.

Statutory accounting practices and generally accepted accounting principles
(GAAP) differ in certain significant respects. These differences
principally involve:

(1) treatment of policy acquisition costs (commissions, underwriting
and selling expenses, premium taxes, etc.) which are charged to
expense when incurred for statutory purposes rather than on a pro-rata
basis over the expected life of the policy;

(2) recognition of premium revenues, which for statutory purposes are
generally recorded as collected or when due during the premium paying
period of the contract. For GAAP purposes, revenues for universal life
policies and investment products consist of policy charges for the
cost of insurance, policy administration and surrender charges
assessed to policy account balances. Premiums for traditional life
insurance policies are recognized as revenues when they are due from
policyholders. The retrospective deposit method is used in accounting
for universal life and other types of contracts where the payment
pattern is irregular or surrender charges are a significant source of
profit. The prospective deposit method is used where investment
margins are the primary source of profit;

(3) development of liabilities for future policy benefits, which for
statutory purposes predominantly use interest rate and mortality
assumptions prescribed by the National Association of Insurance
Commissioners (NAIC) which may vary considerably from interest and
mortality used for GAAP financial reporting;

(4) providing for income taxes based on current taxable income only
for statutory purposes, rather than establishing additional assets or
liabilities for deferred federal income taxes to recognize the tax
effect related to reporting revenues and expenses in different periods
for financial statement and tax reporting purposes;

(5) excluding certain assets designated as non-admitted assets (past
due agent's balances, furniture and equipment, etc.) from the balance
sheet for statutory purposes by directly charging surplus;

(6) establishing accruals for post-retirement and post-employment
health care benefits on an optional basis, immediate recognition or a
twenty year phase-in approach, whereas GAAP liabilities were
established at date of adoption. For statutory reporting purposes the
Company established accruals utilizing the twenty year phase-in
approach;

<PAGE>

-2-

(7) establishing a formula reserve for realized and unrealized losses
due to default and equity risk associated with certain invested assets
(Asset Valuation Reserve); as well as the deferral and amortization of
realized gains and losses, resulting from changes in interest rates
during the period the asset is held, into income over the remaining
life of the asset sold (Interest Maintenance Reserve); whereas on a
GAAP basis, no such formula reserve is required and realized gains and
losses are recognized in the period the asset is sold;

(8) the reporting of reserves and benefits net of reinsurance ceded,
where risk transfer has taken place. On a GAAP basis reserves are
reported gross of reinsurance with reserve credits presented as
recoverable assets.

(9) the reporting of fixed maturities at amortized cost, where GAAP
requires that fixed maturities be classified as "held-to-maturity",
"available-for-sale" or "trading", based on the Company's intentions
with respect to the ultimate disposition of the security and its
ability to effect those intentions. The Company's fixed maturities
were classified on a GAAP basis as "available-for-sale" and
accordingly, these investments were 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 of December 31, 1994, 1993 and 1992, the significant differences between
statutory and GAAP basis net income and capital and surplus for the Company are
summarized as follows:

1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
GAAP Net Income: $ 23,295 $ 6,071 $ 7,034

Deferred acquisition costs (117,863) (147,700) (17,434)
Benefit reserve adjustment 30,912 14,059 (1,833)
Deferred taxes (9,267) (7,123) 769
Separate accounts 75,941 110,547 0
Coinsurance 3,472 11,578 8,005
Other, net (4,451) 1,221 2,258
--------- --------- ---------
Statutory Net Income (Loss) $ 2,039 $ (11,347) $ (1,201)
--------- --------- ---------
--------- --------- ---------

GAAP Capital and Surplus $ 199,785 $ 198,408 $ 122,504

Deferred acquisition costs (422,201) (304,338) (156,638)
Benefit reserve adjustment 85,191 43,621 29,562
Deferred taxes 13,257 13,706 20,829
Separate accounts 18,488 110,547 0
Asset valuation reserve (2,422) (1,066) (1,201)
Coinsurance 0 22,642 9,442
Unrealized (Gain) Loss on Bonds 21,918 0 0
Other, net 9,269 5,173 5,529
-------- -------- --------
Statutory Capital and Surplus $ 91,285 $ 88,693 $ 30,027
-------- -------- --------
-------- -------- --------
</TABLE>

<PAGE>

-3-

AGGREGATE RESERVES AND LIABILITIES FOR PREMIUM AND OTHER DEPOSIT FUNDS:

Aggregate reserves for payment of future life, health and annuity benefits
were computed in accordance with presently accepted actuarial standards.
Reserves for life insurance policies are generally based on the 1958 and
1980 Commissioner's Standard Ordinary Mortality Tables at various rates
ranging from 2.5% to 5.5%. Accumulation and on-benefit annuity reserves are
based principally on Individual Annuity tables at various rates ranging from
2.5% to 8.75% and using the Commissioner's Annuity Reserve Valuation Method
(CARVM). Accident and health reserves are established using a two year
preliminary term method and morbidity tables based on company experience.

ILA has established separate accounts to segregate the assets and
liabilities of certain annuity contracts that must be segregated from the
Company's general assets under the terms of the contracts. The assets
consist primarily of marketable securities reported at market value.
Premiums, benefits and expenses of these contracts are reported in the
Statutory Statement of Income.

During 1994, the Company changed the valuation method on life policies and
contracts resulting in a $10.9 million increase in surplus. The new
valuation method is in accordance with presently accepted actuarial
standards.

INVESTMENTS:

Investments in bonds are carried at amortized cost. Bonds which are deemed
ineligible to be held at amortized cost by the National Association of
Insurance Commissioners (NAIC) Securities Valuation Office (SVO) are carried
at the appropriate SVO published value. When apermanent reduction in the
value of publicly traded securities occurs, the decrease is reported as a
realized loss and the carrying value is adjusted accordingly. Common stocks
are carried at market value with the difference from cost reflected in
surplus. Other invested assets are generally recorded at fair value.

Changes in unrealized capital gains and losses on common stock are reported
as additions to or reductions of surplus. The Asset Valuation Reserve,
which replaced the Mandatory Securities Valuation Reserve used in 1991, is
designed to provide a standardized reserve process for realized and
unrealized losses due to the default and equity risks associated with
invested assets. The reserve increased by $1,356 in 1994, decreased by $135
in 1993 and increased by $655 in 1992. Additionally, the Interest
Maintenance Reserve (IMR) captures net realized capital gains and losses,
net of applicable income taxes, resulting from changes in interest rates and
amortizes these gains or losses into income over the remaining life of the
mortgage loan or bond sold. Realized capital gains and losses not included
in IMR are reported in the Statement of Income net of taxes. Realized
investment gains and losses are determined on a specific identification
basis. The amount of net capital losses reclassified from the IMR was $67
and $264 in 1994 and 1993, respectively and the amount of the net capital
gains transferred to the IMR was $348 in 1992. The amount of income
amortized was $114 in 1994, $178 in 1993 and $114 in 1992.

OTHER LIABILITIES:

The amount reflected in other liabilities includes a receivable from the
separate accounts of $186.5 million and $98.2 million in 1994 and 1993,
respectively. The balances are classified in accordance with NAIC
accounting practices.

2. INVESTMENTS

(a) COMPONENTS OF NET INVESTMENT INCOME:

1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
Interest income from fixed maturity securities $ 29,493 $ 7,975 $ 5,985
Interest income from policy loans 454 124 115
Interest and dividends from other investments (89) 47 31
--------- --------- ---------
Gross investment income 29,858 8,146 6,131
Less: investment expenses 846 176 465
--------- --------- ---------
Net investment income $ 29,012 $ 7,970 $ 5,666
--------- --------- ---------
--------- --------- ---------
</TABLE>

<PAGE>

-4-

(b) UNREALIZED GAINS (LOSSES) ON STOCK:

1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
Gross unrealized gains $ 75 $ 148 $ 93
Gross unrealized losses (60) 0 0
-------- -------- --------
Net unrealized gains 15 148 93
Balance at beginning of year 148 93 111
-------- -------- --------
Change in net unrealized gains on common stock $ (133) $ 55 $ (18)
-------- -------- --------
-------- -------- --------
</TABLE>

1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>

Gross unrealized gains $ 986 $ 5,916 $ 2,430
Gross unrealized losses (34,718) (684) (143)
------- ------- -------
Net unrealized (losses) gains after tax (33,732) 5,232 2,287
Balance at beginning of year 5,232 2,287 2,760
------- ------- -------
Change in net unrealized (losses) gains on
bonds and short-term investments $ (38,964) $ 2,945 $ (473)
------- ------- -------
------- ------- -------
</TABLE>

(d) COMPONENTS OF NET REALIZED GAINS:

1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>

Bonds $ (101) $ (316) $ 665
Stocks 0 0 4
Real estate and other 34 1,316 88
------- ------- -------
Realized (losses) gains (67) 1,000 757
Capital gains taxes 2 386 289
------- ------- -------
Net realized gains (69) 614 468
Less: IMR Capital Gains (Losses) (67) (263) 348
------- ------- -------
Capital Gains Net of IMR $ (2) $ 877 $ 120
------- ------- -------
------- ------- -------
</TABLE>

<PAGE>

-5-

(e) OFF-BALANCE SHEET INVESTMENTS
The Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1994, 1993 and 1992.

(f) CONCENTRATION OF CREDIT RISK:
Excluding U.S. government and government agency investments, the Company is
not exposed to any significant concentration of credit risk.

(g) BONDS, SHORT-TERM AND UNAFFILIATED STOCK INVESTMENTS:

<TABLE>
<CAPTION>
1994
------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ---------- ---------- ----------
U.S. government and government agencies and
authorities:
<S> <C> <C> <C> <C>
- guaranteed and sponsored $175,925 $0 $(12,059) $163,866
- guaranteed and sponsored - asset backed 142,318 382 (4,911) 137,789
States, municipalities and political subdivisions 10,409 0 (603) 9,806
International governments 2,248 0 (69) 2,179
Public utilities 29,509 31 (1,271) 28,269
All other corporate 257,301 246 (9,452) 248,095
All other corporate - asset backed 112,390 327 (4,066) 108,651
Short-term investments 56,365 0 0 56,365
Certificates of deposit 68,401 0 (2,287) 66,114
--------- -------- --------- ----------
Total $854,866 $986 $(34,718) $821,134
--------- -------- --------- ----------
--------- -------- --------- ----------

1994
------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>

Common Stock $2,260 $75 $(60) $2,275
--------- -------- --------- ----------
--------- -------- --------- ----------
</TABLE>

<PAGE>
-6-

(G) BONDS, SHORT-TERM AND UNAFFILIATED STOCK INVESTMENTS: (CONTINUED)

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 $88,485 $157 $(290) $88,352
- guaranteed and sponsored - asset backed 103,264 4,019 (346) 106,937
States, municipalities and political subdivisions 410 0 0 410
International governments 0 0 0 0
Public utilities 7,545 201 0 7,746
All other corporate 76,397 1,504 (16) 77,885
All other corporate - asset backed 15,237 35 (20) 15,252
Short-term investments 8,176 0 0 8,176
Certificates of deposit 3,000 0 (12) 2,988
--------- -------- --------- ---------
Total $302,514 $5,916 $(684) $307,746
--------- -------- --------- ---------
--------- -------- --------- ---------
<CAPTION>

1993
------------------------------------------------
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>

Common Stock $1,452 $148 $0 $1,600
--------- -------- --------- ---------
--------- -------- --------- ---------
</TABLE>

The amortized cost and estimated market value of bonds and short-term
investments at December 31, 1994 by management's anticipated maturity are
shown below. Asset backed securities are distributed to maturity year
based on ILA's estimate of the rate of future prepayments of principal over
the remaining life of the securities. Expected maturities differ from
contractual maturities reflecting borrowers' rights to call or prepay their
obligations.

Estimated
Amortized Fair
Maturity Cost Value
-------- --------- ---------
<S> <C> <C>
Due in one year or less $130,299 $128,300
Due after one year through five years 606,859 579,771
Due after five years through ten years 110,444 104,107
Due after ten years 7,264 8,957
--------- ---------
Total $854,866 $821,135
--------- ---------
--------- ---------
</TABLE>

<PAGE>

-7-

Proceeds from sales of investments in bonds and short-term investments
during 1994, 1993 and 1992 were $117,912, $333,023 and $219,356 resulting
in gross realized gains of $518, $937 and $968 and gross realized losses of
$624, $1,255 and $269 before transfers to IMR. The Company has no realized
gains for common stock.

(h) FAIR VALUE OF INVESTMENT-RELATED FINANCIAL INSTRUMENTS NOT DISCLOSED
ELSEWHERE:

BALANCE SHEET ITEMS: (IN MILLIONS)

1994 1993
----------------- -------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- ------- -------- --------
<S> <C> <C> <C> <C>
ASSETS
Policy loans $20 $20 $2 $2
LIABILITIES
Liabilities on investment contracts $534 $526 $289 $287
</TABLE>

The carrying amounts for policy loans approximates fair value. The
liabilities are determined by forecasting future cash flows discounted at
current market rates.

3. RELATED PARTY TRANSACTIONS:

Transactions between the Company and its affiliates within ITT Hartford
relate principally to tax settlements, reinsurance, service fees, capital
contributions and payments of dividends.

For additional information, see Footnote 5,6 and 7.

4. FEDERAL INCOME TAXES:

The Company is included in the consolidated Federal income tax return of
ITT Hartford which is ultimately included in the income tax return of ITT.
Allocation of taxes is based primarily upon separate company tax return
calculations with current credit for net losses used in consolidation
except that increases resulting from consolidation are allocated in
proportion to separate return amounts. Intercompany Federal income tax
balances are generally settled quarterly with Hartford Fire. Federal income
taxes paid by the Company were $20,538, $10,042 and $(75) in 1994, 1993 and
1992, respectively.

5. CAPITAL AND SURPLUS AND SHAREHOLDER DIVIDEND RESTRICTIONS:

The maximum amount of dividends which can be paid, without prior approval,
by State of Wisconsin insurance companies to shareholders is subject to
restrictions relating to statutory surplus. Dividends are paid as
determined by the Board of Directors and are not cumulative. Dividends of
$2,200 were paid by ILA to its parent, HLIC, in 1992. There were dividends
paid by ILA to its parent, HLIC, in 1994 and 1993.

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

The Company's employees are included in ITT's non-contributory defined
benefit pension plans. These plans provide pension benefits that are based
on years of service and the employee's compensation during the last ten
years of employment. The Company's funding policy is to contribute
annually an amount between the minimum funding requirements set forth in
the Employee Retirement Income Security Act of 1974 and the maximum amount
that can be deducted for Federal income tax purposes. Generally, pension
costs are funded through the purchase of HLIC's group pension contracts.
Pension expense was $1,211, $765 and $734 in 1994, 1993 and 1992,
respectively. Liabilities for the plan are held by ITT.

The Company also participates in ITT's Investment and Savings Plan, which
includes a deferred compensation option under IRC section 401(k) and an
ESOP allocation under IRC section 404(k). The liabilities for these plans
are included in the financial statements of ITT Corporation.

<PAGE>

-8-

6. PENSION PLANS AND OTHER POST RETIREMENT BENEFITS: (CONTINUED)

The Company's employees are included in Hartford Fire's contributory
defined health care and life insurance benefit plans. These plans provide
health care and life insurance benefits for retired employees.
Substantially all employees may become eligible for those benefits if they
reach normal or early retirement age while still working for the Company.
The Company has prefunded a portion of the health care and life insurance
obligations through trust funds where such prefunding can be accomplished
on a tax effective basis. Post-retirement health care and life insurance
benefits expense (not including provisions for accrual of post-retirement
benefit obligations), allocated by Hartford Fire, was $54, $34 and $113 for
1994, 1993 and 1992, respectively.

The assumed rate of future increases in the per capita cost of health care
(the health care trend rate) 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 post-retirement
benefit obligation and the annual expense.

Post-employment benefits are primarily comprised of obligations to provide
medical and life insurance to employees on long term disability.
Post-employment benefits expense was not considered material in 1994, 1993
and 1992.

7. REINSURANCE

In December 1994 the Company ceded, on a modified coinsurance basis, 80% of
the variable annuity business written in 1994 to ITT Lyndon Life Insurance
Company, an affiliate. The ceded business includes both general and
separate account liabilities. As a result of the agreement ILA transferred
approximately $1,352 million in assets and liabilities to ITT Lyndon Life
Insurance Company. The financial impact of the cession was an increase of
approximately $15 million to net income and surplus.

In November 1994 the Company ceded, on a modified coinsurance basis, 30%
of the separate account variable annuity business distributed by Paine
Webber to Paine Webber Life Insurance Company (PWLIC). As a result of the
agreement ILA transferred approximately $24 million in assets and
liabilities to PWLIC. The financial impact of the cession was an increase
of approximately $765 thousand to net income and surplus.

In October 1994, the agreement, effective December 1990, which required
ILA to coinsure 90% of all existing and new business, excluding variable
annuity business. written by the Company to HLIC, was terminated. As a
result of the termination, ILA received approximately $430 million in
assets and liabilities from HLIC. The income statement impact of the
transaction was a decrease of approximately $15 million to net income and
surplus.

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 impact
on consolidated net income was not significant.

8. COMMITMENTS AND CONTINGENCIES:

The Company has no material contingent liabilities, nor has the Company
committed any surplus funds for any contingent liabilities or arrangements.
The Company is involved in various legal actions which have arisen in the
course normal of its business. In the opinion of management, the
ultimate liability with respect to such lawsuits as well as other
contingencies is not considered to be material in relation to the results
of operations and financial position of the Company.

<PAGE>

-9-

9. SUBSEQUENT EVENTS:

On December 20, 1995, ITT distributed all of the outstanding shares of
common stock of ITT Hartford to ITT shareholders (the Distribution).
In the Distribution, shareholders of ITT Common stock received, among
other items, one share of ITT Hartford common stock for each share of
ITT common stock held.

<PAGE>

-66-

PART II

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

The prospectus consisting of _______ pages.

The undertaking to file reports.

The Rule 484 undertaking.

The signatures.

The following exhibits:

(I) The following exhibits included herewith correspond to those
required by paragraph A of the instructions for exhibits to Form
N-8B-2.

A. (1) Resolution of Board of Directors of the Company
authorizing the Separate Account; Filed with this
Registration Statement.

(2) Not applicable.

(3) (a) Principal Underwriting Agreement; and

(3) (b) Form of Selling Agreements; Filed with this
Registration Statement.

(3) (c) Not Applicable.

(4) Not Applicable.

(5) Form of Flexible Premium Variable Life Insurance Policy;
Filed with this Registration Statement.

(6) (a) Charter of ITT Hartford Life and Annuity Insurance
Company; and
(6) (b) Bylaws of ITT Hartford Life and Annuity Insurance
Company; Filed with this Registration Statement.

(7) Not Applicable.

(8) Not Applicable.

<PAGE>
-67-

(9) Not Applicable.

(10) Form of Application for Flexible Premium Variable Life
Insurance Policies - Filed with this Registration
Statement.

(11) Memorandum describing transfer and redemption procedures.

(12) Power of Attorney.

(II) See Exhibit 1.A. (5) above.

(III) Opinion and consent of Ken A. McCullum, Actuary -
Filed with this Registration Statement.

(IV) No financial statement will be omitted from the Prospectus pursuant
to Instruction 1(b) or (c) of Part I.

(V) Not Applicable.

<PAGE>

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

UNDERTAKINGS AND REPRESENTATIONS AS REQUIRED BY RULE 6e-3(T)

1. Separate Account VL I meets the definition of "Separate Account" under
Rule 6e-3(T).

2. The Registrant represents that:
(a) it relies on Rule 6e-3(T)(b)(13)(ii)(F) to offer the Policies;
(b) the level of mortality and expense risk charge is within the range
of industry practice for comparable flexible contracts.
(c) the Company has conducted a survey of similar policies and insurers
and determined that the charge is within the range of industry
practice;
(d) the Company undertakes to keep and make available to the Commission
upon request the documents we used to support the representation in
(b); and
(e) the Company further represents that the account will invest only in
management investment companies which have undertaken to have a
Board of Directors, a majority of whom are not interested persons of
the Company, formulate and approve a plan under Rule 12b-1 to
finance distribution expenses.
(f) The life insurer has concluded that there is a reasonable likelihood
that the distribution financing arrangement of the separate account
benefits the separate account and contractholders and will keep and
make available to the Commission on request a memorandum setting for
the basis for this representation.

UNDERTAKING ON INDEMNIFICATION

Article VIII of the Bylaws of ITT Hartford Life and Annuity Insurance Company, a
Wisconsin corporation, provides for indemnification of its officers, directors
and employees as follows:

SECTION 1. No person shall be liable to the Company for any loss or damage
suffered by it on account of any action taken or omitted to be taken by him as
director or officer of the Company, or of any other company, partnership, joint
venture, trust or other enterprise for which he serves as a director, officer or
employee at the request of the Company, in good faith, if such person (a)
exercised and used the same degree of care and skill as a prudent man would have
exercised or used under the circumstances in the conduct of his own affairs, or
(b) took or omitted to take such action in reliance upon advice of counsel for
the Company or upon statements made or information furnished by officers or
employees of the Company which he had reasonable grounds to believe to be true.
The foregoing shall not be exclusive of other rights and defenses to which he
may be entitled as a matter of law.

SECTION 2. The Company shall indemnify any person who was or is a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, (other than one by or in the right of the Company) by reason
of the fact that he is or was a director, officer or employee of the company ,
or is or was serving at the request of the Company as a director, officer or
employee of another company, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonable y incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonable believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall no, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding had reasonable
cause to believe that his conduct was unlawful.

Section 3. The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, by or in the right of the Company to procure a judgment in
its favor by reason of the fact that he is or was a director, officer or
employee of the Company, or is or was serving at the request of the Company

<PAGE>

- 2 -

as a director, officer or employee of another company, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the Company
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability and in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as such court shall deem
proper.

SECTION 4. Expenses, including attorneys' fees, incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding, upon receipt of any
undertaking by or on behalf of the director or employee to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Company as authorized hereby.

SECTION 5. The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any statute, bylaw, agreement, vote of shareholders or of disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors and administrators of such a person.

The registrant hereby undertakes that insofar as indemnification for liability
arising under the Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the registrant, pursuant to the
foregoing provisions, 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 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned thereunto duly authorized, and its
seal to be herewith affixed and attested, all in the city of Simsbury, and the
State of Connecticut on the 17 day of January , 1996.
----- --------------

ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
SEPARATE ACCOUNT VL I
(Registrant)

By: /s/ Gregory A. Boyko
---------------------------------------------------
Gregory A. Boyko, Life Controller

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(Depositor)

By: /s/ Gregory A. Boyko
---------------------------------------------------
Gregory A. Boyko, Life Controller

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

Donald R. Frahm, Chairman and
Chief Executive Officer, Director*
Bruce D. Gardner, General Counsel
Corporate Secretary, Director*
Joseph H. Gareau, Executive Vice
President and Chief Investment
Officer, Director*
John P. Ginnetti, Senior Vice
President, Director*
Thomas M. Marra, Senior Vice *By: /s/ Lynda Godkin
President, Director* -----------------------------------
Leonard E. Odell, Jr., Senior Lynda Godkin
Vice President, Director* Attorney-In-Fact
Lowndes A. Smith, President,
Chief Operating Officer, Dated: January 17, 1996
Director* ---------------------------------
Raymond P. Welnicki, Senior Vice
President, Director*
Lizabeth H. Zlatkus, Vice President
Director*

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

CERTIFICATION

I, Lynda Godkin, Secretary of ITT Hartford Life and Annuity Insurance Company
("Company"), do hereby certify that the attached is a true and complete copy of
a resolution adopted by the Board of Directors of this Company on June 8, 1995,
and that said resolution is still in full force and effect and has not been
altered, amended or rescinded.

[SEAL]

/s/ Lynda Godkin
--------------------
Secretary

Dated: June 8, 1995

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

CONSENT OF DIRECTORS

The undersigned, being all of the Directors of ITT Hartford Life and Annuity
Insurance Company, hereby consent to the following action, such action to have
the same force and effect as if taken at a meeting duly called and held for such
purpose.

ESTABLISHMENT OF SEPARATE ACCOUNTS

RESOLVED, that the Company is hereby authorized to establish a new separate
account designated Separate Account VL I, herein referred to as the "Account."

RESOLVED, that the Officers of the Company are hereby authorized and directed to
take all actions necessary to:

1. Designate or redesignate the Account as such Officers deem appropriate;

2. Comply with applicable state and federal laws and regulations applicable to
the establishment and operation of the Account; including filing all
necessary registrations and application for exemptive relief under the
federal securities law.

3. Establish, from time to time, the terms and conditions pursuant to which
interests in the Account will be sold to contract owners;

4. Establish all procedures, standards and arrangements necessary or
appropriate for the operation of the Account.

/s/ Bruce D. Gardner /s/ Lowndes A. Smith
------------------------------ ------------------------------
Bruce D. Gardner Lowndes A. Smith

/s/ Joseph H. Gareau /s/ Lizabeth H. Zlatkus
------------------------------ ------------------------------
Joseph H. Gareau Lizabeth H. Zlatkus

/s/ Joseph Kanarek /s/ Thomas M. Marra
------------------------------ ------------------------------
Joseph Kanarek Thomas M. Marra

Dated: June 8, 1995

<PAGE>

PRINCIPAL UNDERWRITER AGREEMENT

THIS AGREEMENT, dated as of June 8, 1995, made by and between ITT HARTFORD LIFE
AND ANNUITY INSURANCE COMPANY ("ILA" or the "Sponsor"), 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 ILA has made provision for the
establishment of a separate account within ILA in accordance with the laws
of the State of Connecticut, which separate account was organized and is
established and registered as a unit trust type investment company with the
Securities and Exchange Commission under the Investment Company Act of
1940, as amended, and which is designated Hartford Insurance Company
Separate Account VL I (referred to as the "Unit Trust"); and

WHEREAS, HESCO offers to the public a certain Flexible Premium Variable
Life Insurance Policies policy (the "Policy") issued by ILA with respect to
the Unit Trust unites of interest thereunder which are registered 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 Policy 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 Policy, will use its best efforts
to effect offers and sales of the Policy 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 ILA.
HESCO is responsible for compliance with all applicable requirements of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended, and the rules
and regulations relating to the sales and distribution of the Policy, the
need for which arises out of its duties as principal underwriter of said
Policy and relating to the creation of the Unit Trust.

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 Policy if
any of the foregoing in any way represent the duties, obligations, or
liabilities of ILA 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 Unit Trust's Policies in connection with its selling
efforts.

As to the other types of sales materials, 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 designed agent shall maintain records of
the name and address of, and the securities issued by the Unit Trust and
held by, every holder of any security issued pursuant to this Agreement, as
required by the Section 26(a)(4) of the Investment Company Act of 1940, as
amended.

5. HESCO's services pursuant to this Agreement shall not be deemed to be
exclusive, and it may render similar services and act as an underwriter,
distributor, or dealer for other investment 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 under a Policy for any act
or omission in the course, or connected with, rendering services hereunder.

II.

1. The Unit Trust reserves the right at any time to suspend or limit the
public offering of the Policies upon 30 days' written notice to HESCO,
except where the notice period may be shortened because of legal action
taken by any regulatory agency.

2. The Unit Trust agrees to advice 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 Unit Trust or of the initiation of any proceedings
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.

<PAGE>

-3-

ILA will furnish to HESCO such information with respect to the Unit Trust and
the Policies in such from and signed by such of its officers and directors and
HESCO may reasonable request and will warrant that the statements therein
contained when so signed will be trust and correct. ILA will also furnish, from
time to time, such additional information regarding the Unit Trust's financial
condition as HESCO may reasonably request.

III.

COMPENSATION

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

IV.

RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER

HESCO may resign as an Principal Underwriter hereunder, upon 120 days' prior
written notice to ILA. However, such registration shall not become effective
until either the Unit Trust has been completely liquidated and the proceeds of
the liquidation distributed through ILA to the Policy Owners or a successor
Principal Underwriter has been designated and has accepted its duties.

MISCELLANEOUS

1. This Agreement may not be assigned by any of the parties hereto without the
written consent of the other party.

2. All notices and other communications 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 ILA - ITT Hartford Life and Annuity Insurance Company, 505
Highway 169 North, Minneapolis, Minnesota 55441.

(b) If to HESCO - Hartford Equity Sales Company, Inc., P.O. Box
2999, Hartford, Connecticut 06104.

or to such other address as HESCO or the Sponsor shall designate by written
notice to the other.

<PAGE>

-4-

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 the Sponsor and shall be open to inspection
any any time during the business hours of the Sponsor.

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.

7. (a) This Agreement shall become effective June 8, 1995, and shall
continue in effect for a period of two years from that
date and, unless sooner terminated in accordance with
7(b) below, shall continue in effect from year to year
thereafter provided that its continuance is specifically approved
at least annually by a majority of the members of the Board of
Directors of ILA.

(b) This Agreement (1) may be terminated at any time, without the
payment of any penalty, either by a vote of a majority of the
members of the Board of Directors of ILA on 60 days' prior written
notice to HESCO; (2) shall immediately terminate in the event of its
assignment and (3) may be terminated by HESCO on 60 days' prior
written notice to ILA, but such termination will not be effective
until ILA shall have policy with one or more persons to act as
principal underwriter of the Policies. HESCO hereby agrees that it
will continue to act as principal underwriter until its successor or
successors assume such undertaking.

<PAGE>

-5-

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) ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Attest:

BY:
- ------------------------- ---------------------------------------
Lynda Godkin Joseph Kanarek
Secretary Vice President

(Seal) HARTFORD EQUITY SALES COMPANY, INC.

Attest:

BY:
- ---------------------------- ------------------------------
Lynda Godkin Joseph Kanarek
Secretary Vice President

<PAGE>

SALES AGREEMENT

1.0 APPOINTMENT

1.1 The Hartford Insurance Company(ies) named in the Sales Agreement
Specifications Page and, with respect to SEC Registered contracts, if
applicable, Hartford Equity Sales Company, Inc., as Principal
Underwriter, (hereinafter collectively referred to as "Company") hereby
appoint the named individual(s) or organization(s) as "Agent" of
Company for the solicitation and procurement of applications for
insurance contracts (hereinafter referred to as "Contracts") in the
line(s) of business set forth in the Sales Agreement Specifications
Page, in all states in which Company is authorized to do business and
in which Agent is properly licensed and appointed, without exclusive
representation.

2.0 AUTHORITY

2.1 Agent has the power or authority to represent Company only to the
extent expressly granted in this Agreement and no further power or
authority is implied.

2.2 Nothing contained herein is intended to create a relationship of
employer and employee between Company and Agent. Agent and, if
applicable, any sub-agents appointed by Agent, shall be independent
contractors as to Company and free to exercise their own judgment as to
the time, place and means of performing all acts hereunder, but they
shall conform to all regulations of Company not unreasonably
interfering with freedom of action or judgment.

2.3 This Agreement terminates all previous Agency agreements, if any,
between Company and Agent. However, the execution of this Agreement
shall not affect any obligations which have already accrued under any
prior agreement.

2.4 Agent does not have the authority to collect premiums for each line of
business, other than initial premiums, unless specifically set forth in
the applicable commission schedule.

2.5 If Agent is listed on the Specification Page as a Broker or General
Agent, Agent is authorized to procure and solicit applications for
Contracts through sub-agents which Agent may appoint with the approval
of Company. No agreement between Agent and any sub-agent shall impose
any liability or obligation upon Company unless Company is a party
thereto in writing. All sub-agents shall be duly licensed under the
applicable insurance laws to sell annuity, life and health insurance
contracts by the proper authorities in the jurisdictions in which Agent
proposes to offer such Contracts. The sub-agents shall indicate in each
application for a Contract that it has been solicited on behalf of
Agent.

2.5.1 Agent shall supervise any sub-agents appointed by Agent to
solicit sales of the Contracts and Agent shall be responsible
for all acts and omissions of each sub-agent within the scope of
his agency appointment at all times. Agent shall exercise all
responsibilities required by the applicable federal and state
law and regulations. Company shall not have any responsibility
for the supervision of any sub-agents of Agent.

-1-

<PAGE>

2.5.2 Company may, by written notice to Agent, refuse to permit any
sub-agent to solicit applications for the sale of any of the
Contracts hereunder and may, by such notice, require Agent to
cause any such sub-agent to cease any such solicitation or
sales, and Company may require Agent to cancel the appointment
of any sub-agent with Company.

2.6 If Agent is assigned a different Agent Class for different Lines of
Business, the provisions of this Agreement, which specifically relate
only to a particular Agent Class, shall only apply to Agent in
transacting that Line of Business for which Agent is so classified, if
any.

3.0 COMPENSATION

3.1 Company will pay Agent as full compensation hereunder, commissions
and/or service fees on premiums paid to Company on account of Contracts
issued upon applications procured pursuant to this Agreement and while
this Agreement is in effect.

3.1.1 Commission and/or service fees will be paid in the amounts and
for the periods of time as set forth in the Commission Schedules
included in this Agreement or subsequently made a part hereof,
and which are in effect at the time such Contracts are sold.

3.1.2 The Commission Schedules included in this Agreement are subject
to change by Company at any time, but only upon written notice
to Agent. No such change shall affect any Contracts issued upon
applications received by Company at Company's Home Office prior
to the effective date of such change.

3.1.3 Any Commission Schedule included in this Agreement or
subsequently made a part hereof may provide other or additional
conditions regarding compensation and if so, will be controlling
to the extent of the other or additional conditions.

3.2 Compensation will be earned by Agent only for those applications
accepted by Company, and only after receipt by Company at Company's
Home Office in Hartford, Connecticut, or at such other location as the
Company may designate, from time to time, in regard to its various
lines of business, of the required premium and compliance by Agent with
any outstanding delivery requirements.

3.2.1 No compensation will be earned or paid on premiums (other than
premiums on health insurance contracts) waived by Company
pursuant to any "waiver of premium" provision.

3.2.2 Should Company for any reason return any premium on a policy
issued hereunder, Agent agrees to repay Company the total amount
of any compensation which may have been paid thereon within
thirty (30) business days of notice of such refund.

- 2-

<PAGE>

3.3 Any compensation otherwise payable to Agent in accordance with this
Section 3.0 shall be reduced by the amount of such compensation paid
directly, at the direction of Agent, by Company to any person; in
connection with group policies, by the amounts paid by Company to a
resident licensed agent in a state which requires the countersignature
by, or the effectuating of the insurance through, a resident licensed
agent.

3.4 In the event of termination of this Agreement for one or more of the
reasons specified in Subparagraphs 6.2.2 or 6.2.3 below, no further
commissions or other compensation shall thereafter be payable.

3.5 In the event of termination in accordance with subsection 6.1 below if
in any calendar year following such termination the aggregate
commissions payable hereunder for all life and health policies total
less than $100.00, no further commissions shall be payable hereunder,
other references to vesting to the contrary not withstanding.

4.0 GENERAL PROVISIONS

4.1 Agent shall cooperate with Company in the investigation and settlement
of all claims against Agent and/or Company relating to the solicitation
or sale of Contracts under this Agreement. Agent shall promptly forward
to Company any notice of claim or other relevant information which may
come into Agent's possession.

4.2 Agent shall keep full and accurate records of the business transacted
by Agent under this Agreement and shall forward to Company such reports
of said business as Company may prescribe. Company shall have the right
to examine said records at reasonable times. All rate books, manuals,
forms, supplies and any other properties furnished by Company and in
the possession of Agent shall be returned to Company on termination of
this Agreement.

4.3 Agent shall bear all of Agent's expenses incurred in the performance of
this Agreement.

4.4 Agent shall have a duty to obtain applications for Company and, where
appropriate, to conserve and renew coverage placed with Company.

4.5 All applications for the purchase of Contracts shall be subject to
acceptance by Company. Company reserves the right to prescribe
conditions, rules and regulations for the offer and acceptance of its
Contracts, which may be changed from time to time and which shall be
forwarded to Agent.

4.6 Company reserves the right to modify, change or discontinue the
offering of any form of Contract at any time.

4.7 Except in regard to commission schedule changes as stated in subsection
3.1.2., no waiver or modification of this Agreement will be effective
unless it be in writing and signed by a duly authorized officer of
Company and Agent or a duly authorized officer of Agent.

-3-

<PAGE>

4.8 The failure of Company to enforce any provisions of this Agreement
shall not constitute a waiver of any such provision. The past waiver of
a provision by Company shall not constitute a course of conduct or a
waiver in the future of that same provision.

4.9 In the event any legal process or notice is served on Agent in a suit
or proceeding against Company, Agent shall forward forthwith such
process or notice to Company at its Home Office in Hartford,
Connecticut, by certified mail.

4.10 Agent shall not use any advertising material, prospectus, proposal, or
representation either in general or in relation to a Contract of
Company unless furnished by Company or until the consent of Company
shall have been first secured. Agent shall not issue or recirculate any
illustration, circular, statement or memorandum of any sort,
misrepresenting the terms, benefits or advantages of any Contract
issued by Company, or make any misleading statement as to benefits to
be received thereon, or as to the financial position of Company.

4.11 Agent shall indemnify and save Company harmless from any loss or
expense on account of any unauthorized act or transaction by Agent, or
persons employed or appointed by Agent, or any claim by a sub-agent of
Agent for compensation due or to become due on account of such sub-
agent's sale of Contracts.

4.11.1 Agent expressly authorizes Company to charge against all
compensation due or to become due to Agent under this Agreement
any monies paid or liabilities incurred by Company under this
Paragraph 4.11.

4.12 Company shall indemnify and save Agent harmless from any
liability resulting from damages sustained by a policy owner or
certificate owner caused by acts or omissions of Company: except
to the extent Agent's acts or omissions caused such liability.
Indemnification by Company is subject to the conditions that
Agent promptly notify Company of any claim or suit made against
Agent, and that Agent allow Company to make such investigation,
settlement, or defense thereof as Company deems prudent.

4.13 Except to the extent permitted by law, Agent shall not offer or
pay any rebate of premium or make any offer of any other
inducement not specified in the Contracts of any person to
insure with Company. Agent shall not make any misrepresentation
or incomplete comparison for the purpose of inducting a
policyholder in any other company to lapse, forfeit or surrender
its insurance therein.

4.14 No assignment of this Agreement, or commissions payable
hereunder, shall be valid unless authorized in writing by
Company. Every assignment shall be subject to any indebtedness
and obligation of Agent that may be due or become due to Company
and any applicable state insurance regulations pertaining to
such assignments.

4.15 Company may at any time deduct, from any monies due under this
Agreement, every indebtedness or obligation of Agent to Company
or to any of its affiliates.

-4-

<PAGE>

4.15.1 On termination of this Agreement, any outstanding
indebtedness to Company shall become immediately due
and payable.

5.0 LIMITATION OF AUTHORITY

5.1 Agent is not authorized, and is expressly forbidden on behalf of
Company, to incur any indebtedness or liability, or to make, alter or
discharge agreements, or to waive forfeitures, extend the time of
payment of any premium, waive payment in cash, or to receive any money
due or to become due Company, except as specifically provided in this
Agreement.

5.2 No individual Contract providing life, health or disability insurance
coverage shall be delivered if a sub-agent or Agent has knowledge that
the health of the proposed insured has changed since the application
was taken or unless the first premium has been fully paid and delivery
made by the delivery date specified by Company or, if no delivery date
is specified, within sixty (60) days from the date said Contract is
mailed from Company's Home Office.

5.2.1 Any Contract not delivered, in accordance with this Subsection
5.2, shall be returned to Company immediately.

6.0 TERMINATION

6.1 This entire Agreement may be terminated by either party by giving
thirty (30) days' notice in writing to the other party.

6.1.1 Such notice of termination shall be mailed to the last known
address of Agent appearing on Company's records, or in the event
of termination by Agent, to the Home Office of Company at P.O.
Box 2999, Hartford, Connecticut 06104-2999.

6.1.2 Such notice shall be an effective notice of termination of this
Agreement as of the time the notice is deposited in the United
States mail or the time of actual receipt of such notice if
delivered by means other than mail.

6.2 This Agreement shall automatically terminate without notice upon the
occurrence of any of the events set forth below:

6.2.1 Upon the bankruptcy or dissolution of Agent provided, however,
that if there is more than one Agent, the Agreement shall
automatically terminate only with respect to the bankrupt or
dissolved Agent.

6.2.2 When and if Agent commits fraud or gross negligence in the
performance of any duties imposed upon Agent by this Agreement
or wrongfully withholds or misappropriates, for Agent's own use,
funds of Company, its policyholders or applicants.

-5-

<PAGE>

6.2.3 When and if Agent materially breaches this Agreement or
materially violates the insurance or Federal or State securities
laws of a state in which Agent transacts business.

6.2.4 When and if Agent fails to obtain renewal of a necessary license
in any jurisdiction, but only as to that jurisdiction.

6.3 The provisions of Sections 3.0, 4.0 and 5.0 and Subsection 7.5
(if applicable) shall survive the termination of this Agreement,
as appropriate.

7.0 SEC REGISTERED CONTRACTS (If Applicable)

7.1 If Agent is listed on the Specifications Page as a Broker or General
Agent and an NASD registered Broker-Dealer, Agent agrees that, with
respect to SEC Registered Contracts, Agent has full responsibility for
the training and supervision of all persons, including sub-agents of
Agent, associated with Agent who are engaged directly or indirectly in
the offer or sale of such Contracts and that all such persons shall be
subject to the control of Agent with respect to such persons'
activities in connection with the Contracts. Agent will cause the
sub-agents to be trained in the sale of the Contracts and will cause
such sub-agents to be registered representatives of Agent before such
sub-agents engage in the offer or sale of the Contracts. Agent shall
cause Agent's sub- agents' qualifications to be certified to the
satisfaction of Company and shall notify Company if any sub-agents
cease to be registered representatives of Agent.

7.1.1 Agent will fully comply with the requirements of the National
Association of Securities Dealers, Inc. and of the Securities
Exchange Act of 1934 and all other applicable federal or state
laws and will establish such rules and procedures as may be
necessary to cause diligent supervision of the securities
activities of the sub-agents. Upon request by Company, Agent
shall furnish any records necessary to establish such diligent
supervision.

7.1.2 Before a sub-agent is permitted to solicit and procure
applications for the Contracts, Agent and the sub-agent shall
have entered into an agreement pursuant to which the sub-agent
will be appointed a sub-agent and a registered representative of
Agent and in which the sub-agent will agree that his selling
activities relating to the Contracts will be under the
supervision and control of Agent, and the sub-agent's right to
continue to sell such Contracts is subject to his continued
compliance with such agreement.

7.1.3 In the event a sub-agent fails or refuses to submit to
supervision of Agent in accordance with this Agreement, or
otherwise fails to meet the rules and standards imposed by
Agent, Agent shall immediately notify such sub-agent that he is
no longer authorized to sell the Contracts, and Agent shall take
whatever additional action may be necessary to terminate the
sales activities of such sub-agent relating to the Contracts
including immediate notification of Company of such termination.

-6-

<PAGE>

7.2 If Agent is not an NASD Registered Broker/Dealer but is a member of an
affiliated group of legal entities one of which is an NASD Registered
Broker/Dealer ("Broker/Dealer") and a party to this Agreement, Agent
agrees that, with respect to SEC Registered contracts, the sub-agents
of Agent shall be registered representatives of such Broker/Dealer.

7.2.1 As appropriate, any reference in this Agreement to Agent shall
apply equally to such Broker/Dealer.

7.2.2 Each Agent which is not a Broker/Dealer hereby directs Company
to pay any compensation due, pursuant to Paragraph 3, to the
Broker/Dealer.

7.2.3 If Agent is not a Broker/Dealer but is a member of an affiliated
group of legal entities, one of which is a Broker/Dealer and a
party to this Agreement, Agent and Broker/Dealer agree that,
with respect to SEC Registered Contracts, Agents and
Broker/Dealer have responsibility for the training and
supervision of all registered representatives of Broker/Dealer
and who are sub-agents of Agent and who are engaged directly and
indirectly in the offer or sale of such SEC Registered Contracts
and that all such representatives shall be subject to the
control of Agent and Broker/Dealer with respect to their
activities in connection with the SEC Registered Contracts.

7.3 If Agent is neither an NASD Registered Broker-Dealer nor a member of an
affiliated group of legal entities one of which is a Broker/Dealer,
Agent and any sub-agents shall be registered representatives of
Hartford Equity Sales Company, Inc.

7.4 The provisions of this Subsection 3.5 do not apply to the sale of SEC
Registered Contracts.

7.5 With respect to SEC Registered Contracts, if Agent is disqualified for
continued registration with the NASD, Company shall not be obligated to
pay any compensation, if such payment would constitute a violation of
NASD rules.

7.6 In respect to SEC Registered Contracts, Agent agrees not to make
written or oral representations except such as are contained in current
prospectuses and authorized supplementary sales literature made
available by Company. Agent also agrees to comply with the Securities
and Exchange Commission Statement of Policy and the regulations
thereunder of the National Association of Securities Dealers, Inc.

7.7 As to SEC Registered Contracts only, when and if Agent is disqualified
for continued membership with the NASD or registration with the
Securities and Exchange Commission, this Agreement shall automatically
terminate without notice.

7.8 All other provisions of this Agreement apply to the sale of SEC
Registered Contracts.

-7-

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MADISON, WISCONSIN 53703
(A stock insurance company)

NATIONAL SERVICE CENTER ADDRESS:
P.O. BOX 59179
MINNEAPOLIS, MINNESOTA 55459

Will pay the Death Proceeds to the Beneficiary upon receipt at Our National
Service Center in Minneapolis, Minnesota of due proof of the Insured's death
while this policy was in force.

Signed for the Company

/s/ BRUCE D. GARDNER /s/ LOWNDES A. SMITH

BRUCE D. GARDNER, SECRETARY LOWNDES A. SMITH, PRESIDENT

READ YOUR POLICY CAREFULLY
This is a legal contract between You and Us.

RIGHT TO EXAMINE POLICY

We want You to be satisfied with the policy You have purchased. We urge You to
examine it closely. If, for any reason, You are not satisfied, You may deliver
or mail the policy to Us or to the agent from whom it was purchased within ten
days after You receive it or within 45 days after You sign the application,
whichever is later. Upon delivery or mailing, the policy will be rescinded and
any premium paid will be refunded in full.

CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
DEATH PROCEEDS PAYABLE AT DEATH
SCHEDULED PREMIUMS PAYABLE DURING INSURED'S LIFETIME
PROVISION FOR ADDITIONAL UNSCHEDULED PREMIUMS
NON-PARTICIPATING

THE PORTIONS OF THE CASH VALUES PROVIDED BY THIS CONTRACT THAT ARE IN THE SUB-
ACCOUNTS ARE BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT. THEY ARE
VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. THE AMOUNT OF THE DEATH
BENEFIT MAY BE FIXED OR VARIABLE DEPENDING ON THE INVESTMENT EXPERIENCE OF THAT
SEPARATE ACCOUNT. DEATH BENEFIT GUARANTEED DURING THE GUARANTEE PERIOD IF
SCHEDULED PREMIUMS ARE PAID WHEN DUE AND NO LOANS OR WITHDRAWALS ARE TAKEN. SEE
PAGE 7 FOR A DESCRIPTION OF THE DEATH BENEFIT.

MODIFIED FLEXIBLE
PREMIUM VARIABLE
LIFE INSURANCE
POLICY

<PAGE>

TABLE OF CONTENTS

Page

Policy Specifications 3

Definitions 5

Death Benefit 7

Premiums 8

Valuation Provisions 11

Account Value, Cash Value and Cash Surrender Value 11

Monthly Deduction Amount 12

Transfers 13

Termination and Maturity Date 14

Reinstatement 14

Non-Forfeiture Options 15

Policy Loans 16

Partial Withdrawals 18

Payments by Us 18

Taxation 18

The Contract 18

Ownership and Beneficiary 20

Exchange Option 20

Income Settlement Options 21

Riders Follow Page 22

<PAGE>

POLICY SPECIFICATIONS

DATE OF ISSUE: JANUARY 1, 1993 INSURED: JOHN DOE

POLICY DATE: JANUARY 1, 1993 ISSUE AGE/SEX: 35 MALE

GUARANTEE PERIOD: 10 YEARS INSURANCE CLASS: PREFERRED

MATURITY DATE: JANUARY 1, 2058 INITIAL FACE AMOUNT: $50,000

INITIAL DEATH POLICY NUMBER: SPECIMEN

BENEFIT OPTION: LEVEL
PREMIUM MODE: ANNUAL
OWNER: JOHN DOE
FIRST SCHEDULED PREMIUM: $1,000.00
BENEFICIARY JANE DOE

SCHEDULE OF PREMIUMS

MODIFIED FLEXIBLE PREMIUM YEARS PAYABLE
VARIABLE LIFE INSURANCE POLICY
WITH INCREASE IN COVERAGE AMOUNT OPTION RIDER

ANNUAL SCHEDULED PREMIUM: $1,000.00 1-65
MODE FACTOR: 1.00000
--------------
SCHEDULED PREMIUM: $1,000.00

MONTHLY CHARGES FOR ADDITIONAL
BENEFITS, RATINGS, AND RIDERS YEARS PAYABLE

DEDUCTION AMOUNT WAIVER RIDER: SEE PAGE 4B 1-30

MODE FACTORS

ANNUAL: 1.00 SEMI-ANNUAL: 0.50 QUARTERLY: 0.25 MONTHLY: 0.08333

PAGE 3
<PAGE>

POLICY NUMBER: SPECIMEN
NAME OF INSURED: JOHN DOE
ISSUE AGE/SEX 35/M
POLICY SPECIFICATIONS

LIST OF SUBACCOUNTS AND FUNDS

EACH SUBACCOUNT OF THE ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SEPARATE
ACCOUNT VL I INVESTS IN A SPECIFIC FUND OF EITHER THE HARTFORD OR THE PUTNAM
CAPITAL MANAGER.

LISTED BELOW ARE THE SUBACCOUNTS AND THE FUNDS THEY INVEST IN.

SUBACCOUNT FUND

HARTFORD BOND/DEBT SECURITIES HARTFORD BOND/DEBT SECURITIES
HARTFORD STOCK HVA STOCK
HARTFORD MONEY MARKET HVA MONEY MARKET
HARTFORD ADVISERS HVA ADVISERS
HARTFORD AGGRESSIVE GROWTH HVA AGGRESSIVE GROWTH
HARTFORD MORTGAGE SECURITIES HARTFORD MORTGAGE SECURITIES
HARTFORD INDEX HARTFORD INDEX
HARTFORD INTERNATIONAL HARTFORD INTERNATIONAL
OPPORTUNITIES OPPORTUNITIES

PUTNAM GLOBAL GROWTH PCM GLOBAL GROWTH
PUTNAM GROWTH AND INCOME PCM GROWTH AND INCOME
PUTNAM HIGH YIELD PCM HIGH YIELD
PUTNAM MONEY MARKET PCM MONEY MARKET
PUTNAM GLOBAL ASSET ALLOCATION PCM GLOBAL ASSET ALLOCATION
PUTNAM U.S. GOVERNMENT AND PCM U.S. GOVERNMENT AND
HIGH QUALITY BOND HIGH QUALITY BOND
PUTNAM VOYAGER PCM VOYAGER
PUTNAM UTILITIES GROWTH AND INCOME PCM UTILITIES GROWTH AND INCOME

INITIAL ALLOCATION
OF NET PREMIUMS: HARTFORD MONEY MARKET SUBACCOUNT 100%

TABLE OF TARGET ACCOUNT VALUES

YEAR TARGET ACCOUNT VALUE

1 1,534.16
2 2,346.06
3 3,188.57
4 4,070.13
5 4,995.62
6 5,969.44
7 6,993.76
8 8,071.49
9 9,205.15

THE ABOVE TARGET ACCOUNT VALUES ARE USED TO DETERMINE WHETHER OR NOT SCHEDULED
PREMIUMS DUE DURING THE GUARANTEE PERIOD ARE REQUIRED. SEE THE PREMIUMS SECTION
OF THE CONTRACT FOR MORE DETAIL.

GUIDELINE ANNUAL PREMIUM: $726.93

THE GUIDELINE ANNUAL PREMIUM IS USED BY THE SEC TO DETERMINE MAXIMUM ALLOWABLE
SALES LOADS.

PAGE 3A
<PAGE>

POLICY NUMBER: SPECIMEN
NAME OF INSURED: JOHN DOE
ISSUE AGE/SEX: 35/M

POLICY SPECIFICATIONS

TABLE OF MINIMUM DEATH BENEFIT PERCENTAGES
AND MONTHLY MAXIMUM COST OF INSURANCE RATES PER $1,000

<TABLE>
<CAPTION>
MAXIMUM MAXIMUM MAXIMUM
MIN DEATH COST OF MIN DEATH COST OF MIN DEATH COST OF
ATT BENEFIT INSURANCE ATT BENEFIT INSURANCE ATT BENEFIT INSURANCE
AGE PCT RATE AGE PCT RATE AGE PCT RATE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
35 439.83 0.077 57 212.76 0.829 79 129.76 7.460
36 424.17 0.088 58 206.75 0.912 80 127.89 8.157
37 409.20 0.109 59 201.00 1.004 81 126.11 8.938
38 394.98 0.120 60 195.49 1.108 82 124.44 9.818
39 381.33 0.127 61 190.22 1.223 83 122.88 10.795

40 368.15 0.131 62 185.19 1.355 84 121.43 11.848
41 355.41 0.136 63 180.40 1.505 85 120.10 12.954
42 343.10 0.141 64 175.84 1.672 86 118.87 14.098
43 331.19 0.147 65 171.50 1.854 87 117.72 15.263
44 319.68 0.149 66 167.37 2.052 88 116.65 16.444

45 308.54 0.288 67 163.45 2.263 89 115.62 17.658
46 298.70 0.311 68 159.71 2.493 90 114.61 18.921
47 289.24 0.336 69 156.15 2.748 91 113.61 20.263
48 280.14 0.363 70 152.76 3.037 92 112.58 21.735
49 271.37 0.393 71 149.53 3.366 93 111.50 23.479

50 262.94 0.428 72 146.48 3.746 94 110.33 25.819
51 254.84 0.467 73 143.61 4.176 95 109.06 29.322
52 247.06 0.512 74 140.92 4.648 96 107.72 35.083
53 239.59 0.563 75 138.40 5.153 97 106.34 45.083
54 232.44 0.621 76 136.04 5.687 98 105.03 62.096

55 225.59 0.685 77 133.83 6.244 99 104.00 83.333
56 219.03 0.755 78 131.74 6.829
</TABLE>
THE MINIMUM DEATH BENEFIT PERCENTAGES ARE DETERMINED TO COMPLY WITH SECTION 7702
OF THE INTERNAL REVENUE CODE.

THE MAXIMUM COST OF INSURANCE RATES DO NOT EXCEED THE COST OF INSURANCE RATES
BASED ON THE 1980 COMMISSIONERS STANDARD ORDINARY SMOKER OR NONSMOKER MORTALITY
TABLE, AGE LAST BIRTHDAY.

PAGE 4
<PAGE>

POLICY NUMBER: SPECIMEN
NAME OF INSURED: JOHN DOE
ISSUE AGE/SEX: 35/M

POLICY SPECIFICATIONS

FIXED ACCOUNT MINIMUM CREDITED RATE: 4.00%
POLICY LOAN INTEREST RATE: 8.00%
<TABLE>
<CAPTION>

PREMIUM FACTORS
PREMIUM PREMIUM NET
CREDIT TAX PREMIUM
FACTOR FACTOR FACTOR
<S> <C> <C> <C> <C>
FOR PREMIUMS PAID IN YEAR 1:

APPLICABLE TO PREMIUMS PAID UP TO $726.93 84.00% 2.00% 82.00%
APPLICABLE TO OTHER PREMIUMS: 100.00% 2.00% 98.00%

FOR PREMIUMS PAID IN YEARS 2-10:

APPLICABLE TO PREMIUMS PAID UP TO $726.93 89.00% 2.00% 87.00%
APPLICABLE TO OTHER PREMIUMS: 100.00% 2.00% 98.00%

FOR PREMIUMS PAID IN YEAR 11 AND LATER:

APPLICABLE TO PREMIUMS PAID UP TO $726.93 97.00% 2.00% 95.00%
APPLICABLE TO OTHER PREMIUMS: 100.00% 2.00% 98.00%
</TABLE>
<TABLE>
<CAPTION>

MAXIMUM MONTHLY ADMINISTRATIVE FEES
<S> <C>
POLICY YEARS 1 - 1 $16.67
POLICY YEARS 2 - 10 $8.33
POLICY YEARS 11 - 65 $12.00
</TABLE>
<TABLE>
<CAPTION>

OTHER FEES AND CHARGES
<S> <C>
TRANSFER CHARGE (FIRST 4 IN ANY YEAR) $0.00
PER TRANSFER IN EXCESS OF 4 IN ANY YEAR $25.00

FACE AMOUNT INCREASE FEE (EACH INCREASE) $100.00

MORTALITY AND EXPENSE RISK RATE 0.000500
</TABLE>
<TABLE>
<CAPTION>
SURRENDER CHARGES

POLICY SURRENDER POLICY SURRENDER
YEAR CHARGE YEAR CHARGE
<S> <C> <C> <C> <C>

1 799.62 6 355.39

2 710.78 7 266.54

3 621.93 8 177.69

4 533.08 9 88.85

5 444.24 10+ 0.00
</TABLE>

PAGE 4A
<PAGE>

POLICY NUMBER: SPECIMEN
NAME OF INSURED: JOHN DOE
ISSUE AGE/SEX: 35/M

WAVER OF MONTHLY DEDUCTIONS RIDER RATES

ATT WAIVER ATT WAIVER
AGE RATE AGE RATE

35 0.09 50 0.13
36 0.09 51 0.14
37 0.09 52 0.15
38 0.09 53 0.17
39 0.09 54 0.20

40 0.09 55 0.22
41 0.09 56 0.23
42 0.09 57 0.23
43 0.09 58 0.23
44 0.09 59 0.23

45 0.09 60 0.23
46 0.09 61 0.23
47 0.09 62 0.23
48 0.10 63 0.23
49 0.11 64 0.23

THE RATES SHOWN ABOVE ARE MULTIPLIED BY THE MONTHLY DEDUCTION AMOUNT TO
DETERMINE THE RIDER COST ON EACH MONTHLY ACTIVITY DATE.

PAGE 4B
<PAGE>

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

ACCOUNT VALUE: an amount We use to determine certain
policy benefits and charges. See the Account Value, Cash
Value and Cash Surrender Value provisions for a more
detailed explanation.

ACCUMULATION UNIT: an accounting unit used to calculate
the value of a Sub-Account.

ANNUAL SCHEDULED PREMIUM: initially, the amounts shown on
Page 3 in the Schedule of Premiums.

ATTAINED AGE: the Issue Age plus the number of fully
completed Policy Years.

CASH SURRENDER VALUE: the Cash Value less all
Indebtedness.

CASH VALUE: the Account Value less any applicable
Surrender Charges.

DATE OF ISSUE: the date shown on Page 3 from which Suicide
and incontestability provisions are measured.

DEATH BENEFIT OPTION: the Death Benefit Option in effect
determines how the Death Benefit is calculated. The three
Death Benefit Options provided are described in the Death
Benefit section.

DEATH PROCEEDS: the amount which We will pay on the death
of the Insured.

FACE AMOUNT: on the Policy Date, the Face Amount equals
the Initial Face Amount. Thereafter it may change in
accordance with the terms of the Death Benefit provision
and the Partial Withdrawal provision.

FUNDS: the registered open end management investment
companies in which the assets of the Separate Account may
be invested.

GUARANTEE PERIOD: the period which begins on the Policy
Date and continues for the duration shown on Page 3.

INDEBTEDNESS: all outstanding loans on this policy,
including any interest due or accrued.

INITIAL FACE AMOUNT: the amount shown on Page 3.

INSURED: the person whose life is insured under this
policy as shown on Page 3.

IN WRITING: in a written form satisfactory to Us.

ISSUE AGE: as of the Policy Date, the Insured's age on
his/her last birthday.

LOAN ACCOUNT: an account established for any amounts
transferred from the Fixed Account and Sub-Accounts as a
result of loans. The account is credited with interest and
is not based on the experience of any Separate Account.

MATURITY DATE: the date, shown on Page 3, on which the
policy will mature.

Page 5
<PAGE>

DEFINITIONS MONTHLY ACTIVITY DATE: the Policy Date and the same date
(continued) in each succeeding month as the Policy Date except that
whenever the Monthly Activity Date falls on a date other
than a Valuation Day, the Monthly Activity Date will be
deemed the next Valuation Day.

NET PREMIUM: the amount of premium actually credited to
the Account Value. This is the premium paid by You
multiplied by the Net Premium Factor. The Net Premium
Factor is shown on Page 4A.

NET PREMIUM FACTOR: The Premium Credit Factor minus the
Premium Tax Factor.

POLICY ANNIVERSARY: an anniversary of the Policy Date.
Similarly, Policy Years are measured from the Policy Date.

POLICY DATE: the date shown on Page 3 from which Policy
Anniversaries and Policy Years are determined.

POLICY LOAN RATE: the interest rate charged on policy
loans.

PREMIUM CREDIT FACTOR: the credit factor shown on Page 4A.

PREMIUM TAX FACTOR: the tax factor shown on Page 4A.

PRO-RATA BASIS: an allocation method based on the
proportion of the Account Value in the Fixed Account and
each Sub-Account.

SCHEDULED PREMIUM: the amount of premium, shown on Page 3,
for which We will bill You. This is equal to the Annual
Scheduled Premium, shown on Page 3, multiplied by the mode
factor, also shown on Page 3.

SEPARATE ACCOUNT: an account entitled Separate Account
VL 1 which has been established by ITT Hartford Life and
Annuity Insurance Company to separate the assets funding
the variable benefits for the class of contracts to which
this policy belongs from the other assets of ITT Hartford
Life and Annuity Insurance Company. Separate Account VL 1
will have the Funds listed on Page 3A as its underlying
investments.

SUB-ACCOUNTS: the subdivisions of the Separate Account.
These are shown on Page 3A.

TARGET ACCOUNT VALUE: those values, as shown on Page 3A,
for each Policy Year during the Guarantee Period.

VALUATION DAY: the date on which a Sub-Account is valued.
This occurs every day We are open and the New York Stock
Exchange is open for trading.

VALUATION PERIOD: the period of time between the close of
business on successive Valuation Days.

YOU, YOUR: the Owner of the policy.

WE, US, OUR, THE COMPANY: ITT Hartford Life and Annuity
Insurance Company.

Page 6
<PAGE>

DEATH BENEFIT GENERAL
The Death Benefit depends upon (a) the Death Benefit
Option in effect, as shown on Page 3; and (b) the Minimum
Death Benefit described below.

DEATH BENEFIT OPTION
You have three Death Benefit Options.

1. Under the Level Death Benefit Option, the Death
Benefit is the Face Amount on the date of the
Insured's death.

2. Under the Return of Account Value Death Benefit
Option, the Death Benefit is the Face Amount, plus
the Account Value on the date of the Insured's
death.

3. Under the Return of Premium Death Benefit Option,
the Death Benefit is the Face Amount on, plus the
sum of the Scheduled Premiums paid up to the date of
the Insured's death.

OPTION CHANGE
After the Guarantee Period, You may change the Return of
Premium or Return of Account Value Death Benefit to the
Level Death Benefit. If that option change is elected, the
Face Amount will become that amount available as a Death
Benefit immediately prior to the option change.

MINIMUM DEATH BENEFIT
To ensure that the policy continues to qualify as life
insurance under the Internal Revenue Code. We will
automatically increase the Death Benefit so that it will
never be less than the appropriate Attained Age percentage
of the Account Value. The applicable percentages are shown
in the Table of Minimum Death Benefit Percentages on Page
4.

DEATH BENEFIT GUARANTEE
During the Guarantee Period, if all Scheduled Premiums are
paid when due and if Indebtedness does not exceed the Cash
Value, this policy will not terminate due to insufficient
Cash Surrender Value, regardless of the investment
experience of the Funds.

DEATH PROCEEDS
The Death Proceeds are the amount which We will pay on the
death of the Insured. This equals the Death Benefit less
any Indebtedness and less any due and unpaid Monthly
Deduction Amounts occurring during a Grace Period.

INCREASES AND DECREASES IN FACE AMOUNT
At any time after the Guarantee Period. You may request a
change in the Face Amount by writing to Us.

The minimum Face Amount for increases or decreases will be
based on Our rules then in effect.

Page 7
<PAGE>

DEATH BENEFIT All requests to increase the Face Amount must be applied
(continued) for on a new application and accompanied by this policy.
All requests will be subject to evidence of insurability
satisfactory to Us. Any increase approved by Us will be
effective on the date shown on the new policy
specifications page, provided that the deduction for the
Cost of Insurance for the first month is made. The Monthly
Administrative Fee on the first Monthly Activity Date on
of after the effective date of the increase will reflect a
charge for the increase. This charge will not exceed the
Face Amount Increase Fee shown on Page 4A.

A decrease in the Face Amount will be effective on the
Monthly Activity Date following the date We receive the
request. The remaining Face Amount must not be less than
Our minimum rules then in effect. Decreases will be
applied:

(a) to the most recent increase; then
(b) successively to each prior increase; and then
(c) to the Initial Face Amount.

If You ask to decrease Your Face Amount below the Initial
Face Amount, We will deduct a portion of any remaining
Surrender Charge from Your Account Value. This will be
done on a Pro-Rata Basis. Your Surrender Charge will be
reduced by the same amount.

The amount of the reduction will be equal to:

(a) the Initial Face Amount minus the requested Face
Amount; times
(b) the Surrender Charge on the date of the request to
change the Face Amount; divided by
(c) the Initial Face Amount.

We reserve the right to limit the number of increases or
decreases made under this policy to not more than one in
any 12 month period.

PREMIUMS GENERAL
All premiums are payable either:

(a) to Us at the address shown on the premium notice; or
(b) to Our authorized agent in exchange for a receipt
signed by Our President or Secretary and
countersigned by such agent.

Checks should be made payable to the Company.

We will apply any amount received under this policy as a
premium unless it is clearly marked otherwise. The premium
will be applied on the date We receive it at the address
shown on the premium notice.

PREMIUM PAYMENTS
The initial Schedule of Premiums is shown on Page 3.

The premium mode and mode factors are shown on Page 3. The
premium mode may be changed on any Policy Anniversary,
upon Our approval, subject to Our administrative rules.

Page 8
<PAGE>

PREMIUMS PREMIUM ALLOCATION
(continued) The initial Net Premium will be allocated to the Hartford
Money Market Sub-Account on the later of:

(a) the Policy Date; and
(b) the date We receive the premium.

The Accumulated Value in this Hartford Money Market Sub-
Account will then be allocated to the Fixed Account and
Sub-Accounts according to the premium allocation specified
in the application on the latest of:

(a) 45 days after the application is signed;
(b) 10 days after We receive the premium; and
(c) the date We receive the final requirement to put the
policy in force.

Any additional Net Premiums received by Us prior to such
date will be allocated to the Hartford Money Market Sub-
Account.

Upon written request, You may change the premium
allocation. Subsequent Net Premiums will be allocated to
the Fixed Account and Sub-Accounts according to Your most
recent instructions, subject to the following. The Account
Value may be allocated to no more than five of these. If
We receive a premium and Your most recent allocation
instructions would violate this requirement, We will
allocate the Net Premium to the Fixed Account and Sub-
Accounts according to Your previous premium allocation.

POLICY SURPLUS
The Policy Surplus for the first Policy Year is zero.

The Policy Surplus for each subsequent Policy Year is (a)
minus (b), but never less than zero where:

(a) is the Account Value at the end of the previous
Policy Year; and
(b) is the Target Account Value for the previous Policy
Year.

Once determined for a given Policy Year, the Policy
Surplus remains constant for that Policy Year.

We use the Policy Surplus to determine whether or not this
policy will terminate if Scheduled Premiums are not paid
when due. See the Scheduled Premiums provision below for
more details on this.

SCHEDULED PREMIUMS
The first Scheduled Premium is due on the Policy Date. No
insurance is effective until the first Scheduled Premium
is paid. During the Guarantee Period, each Scheduled
Premium after the first is due at the expiration of the
period for which the preceding Scheduled Premium was paid.
A Scheduled Premium may be paid at any time prior to its
due date, subject to the premium limitations as indicated
in the Premium Limitation section.

During the Guarantee Period, if all Scheduled Premiums are
paid when due and if Indebtedness does not exceed the Cash
Value, this policy will not terminate due to insufficient
Cash Surrender Value, regardless of the investment
experience of the Funds.

Page 9
<PAGE>

PREMIUMS During the Guarantee Period, if You fail to pay a
(continued) Scheduled Premium when due and if, on the premium due date
and for the rest of that Policy Year, the Policy Surplus
exceeds the Indebtedness, payment of that Scheduled
Premium will not be required. This policy will not
terminate due to this nonpayment.

After the Guarantee Period, the Company will send reminder
notices for the Owner to pay Scheduled Premiums during the
Insured's lifetime. Payment of the Scheduled Premium may
not be sufficient to keep the policy in force after the
end of the Guarantee Period.

UNSCHEDULED PREMIUMS
Any premium we receive under this policy in an amount
different from the Scheduled Premium will be considered an
Unscheduled Premium. Unscheduled Premiums of at least $50
can be made at any time while the policy is in force.

LAPSES AND GRACE PERIODS
During the Guarantee Period: If on any given Monthly
Activity Date, the Policy Surplus for that Policy Year is
zero or less than the Indebtedness, all Scheduled Premiums
due in that Policy Year, on or before that date, are
required and therefore must be paid. For any such required
Scheduled Premium not paid on or before its due date, We
will allow a Grace Period which ends 61 days after that
Monthly Activity Date. During this time this policy will
continue in force. If any such required Scheduled Premium
is not paid by the end of this Grace Period, this policy
will terminate except as provided under the Non-Forfeiture
Options or unless You have elected the Automatic Premium
Loan Option.

After the Guarantee Period: The policy will terminate 61
days after a Monthly Activity Date on which the Cash
Surrender Value is less than zero. The 61-day period is
the Grace Period. If sufficient premium is not paid by the
end of the Grace Period, the policy will terminate without
value. The Company will mail the Owner and any assignee
written notice of the amount of premium that will be
required to continue this policy in force at least 61 days
before the end of the Grace Period. The premium required
will be no greater that the amount required to pay three
Monthly Deduction Amounts as of the day the Grace Period
began. If that premium is not paid by the end of the Grace
Period, this policy will terminate.

AUTOMATIC PREMIUM LOAN OPTION
If You elect this option, We will automatically process a
policy loan to pay any Scheduled Premium which is due and
not paid by the end of its Grace Period. You may elect
this option in the application or by requesting it in
Writing while no Scheduled Premium is outstanding beyond
its due date.

The Automatic Premium Loan Option will not be available
if:

(a) You revoke the election in Writing; or
(b) the loan amount needed to pay any unpaid Scheduled
Premium would exceed the Cash Surrender Value on the
most recent Scheduled Premium due date.

In either instance, the Non-Forfeiture Options will apply
as of the end of the Grace Period.

Page 10
<PAGE>

PREMIUMS PREMIUM LIMITATION
(continued) If premiums are received which would cause the policy to
fail to meet the definition of a life insurance contract
in accordance with the Internal Revenue Code, We will
refund the excess premium payments. We will refund such
premium payments and interest thereon within 60 days after
the end of a Policy Year.

Except for Scheduled Premiums that are required, a premium
payment that results in an increase in the Death Benefit
greater than the amount of the premium will be accepted
only after We approve evidence of insurability.

VALUATION SUB-ACCOUNT ACCUMULATION UNITS
PROVISIONS Amounts allocated to Sub-Accounts are applied to provide
Accumulation Units in each Sub-Account. The number of
Accumulation Units credited to each Sub-Account is
determined by dividing the amount allocated to a Sub-
Account by the dollar value of one Accumulation Unit for
such Sub-Account. The number of Your Accumulation Units
will not be affected by any subsequent change in the value
of the units. The Accumulation Unit Values in each Sub-
Account may increase or decrease daily as described below.

SUB-ACCOUNT ACCUMULATION UNIT VALUE
The Accumulation Unit Value for each Sub-Account will vary
to reflect the investment experience of the applicable
Fund and will be determined on each Valuation Day by
multiplying the Accumulation Unit Value of the particular
Sub-Account on the preceding Valuation Day by a Net
Investment Factor for that Sub-Account for the Valuation
Period then ended. The Net Investment Factor for each of
the Sub-Accounts is equal to the net asset value per share
of the corresponding Fund at the end of the Valuation
Period (plus the per share amount of any dividend or
capital gain distributions paid by that Fund in the
Valuation Period then ended) divided by the net asset
value per share of the corresponding Fund at the beginning
of the Valuation Period.

EMERGENCY PROCEDURE
If a national stock exchange is closed (except for
holidays or weekends) or trading is restricted due to an
existing emergency as defined by the Securities and
Exchange Commission so that We cannot value the Sub-
Accounts, We may postpone all procedures which require
valuation of the Sub-Accounts until valuation is possible.
Any provision of this policy which specifies a Valuation
Day will be superseded by the emergency procedure.

FIXED ACCOUNT
We will credit interest to amounts in the Fixed Account at
rates We determine. The effective annual rates are
guaranteed not to be less than the Fixed Account minimum
credited rate shown on Page 4A. The interest credited will
reflect the timing of amounts added to or withdrawn from
the Fixed Account.

ACCOUNT VALUE, GENERAL
CASH VALUE AND Your Account Value on the Policy Date equals the Initial
CASH SURRENDER Net Premium less the Monthly Deduction Amount for the
VALUE first policy month.

Page 11
<PAGE>

ACCOUNT VALUE, On each subsequent Monthly Activity Date, Your Account
CASH VALUE AND Value equals:
CASH SURRENDER
VALUE (a) the sum of Your Accumulated Values in the Fixed
(continued) Account and Sub-Accounts; plus
(b) the value of Your Loan Account, if any; minus,
(c) the appropriate Monthly Deduction Amount.

On each Valuation Day (other than a Monthly Activity
Date), Your Account Value equals:

(a) the sum of Your Accumulated Values in the Fixed
Account and Sub-Accounts; plus
(b) the value of Your Loan Account, if any.

ACCUMULATED VALUE - FIXED ACCOUNT
Your Accumulated Value in the Fixed Account equals:

(a) the Net Premiums allocated to it; plus
(b) amounts transferred to it from the Sub-Accounts;
plus
(c) interest credited to it; minus
(d) amounts transferred out of it to the Sub-Accounts or
the Loan Account; minus
(e) the Monthly Deduction Amounts taken from it; minus
(f) amounts withdrawn from it for partial or full
surrenders.

ACCUMULATED VALUE - SUB-ACCOUNTS
Your Accumulated Value in any Sub-Account equals:

(a) the number of Your accumulation Units in that Sub-
Account on the Valuation Day multiplied by
(b) that Sub-Account's Accumulation Unit Value on the
Valuation Day.

CASH VALUE AND SURRENDER CHARGES
A Surrender Charge will be subtracted from the Account
Value to determine the Cash Value. The Surrender Charge
and the Policy Years during which it will be applied are
shown on Page 4A.

CASH SURRENDER VALUE
Your Cash Surrender Value is equal to Your Cash Value
minus the Indebtedness, if any.

MONTHLY GENERAL
DEDUCTION The Monthly Deduction Amount equals:
AMOUNT
(a) the Cost of Insurance; plus
(b) the charges for additional benefits provided by
rider, if any; plus
(c) the charges for "special" insurance class rating, if
any; plus
(d) the Monthly Administrative Fee; plus
(e) the Mortality and Expense Risk Charge.

The Monthly Deduction Amount will be taken on a Pro-Rata
Basis from the Fixed Account and Sub-Accounts on each
Monthly Activity Date.

Page 12
<PAGE>

MONTHLY COST OF INSURANCE
DEDUCTION The Cost of Insurance for any Monthly Activity Date is
AMOUNT equal to:
(continued)
(a) the Cost of Insurance rate per $1,000; multiplied by
(b) the amount at risk; divided by
(c) $1,000.

On any Monthly Activity Date the amount at risk equals the
Death Benefit less the Account Value on that date prior to
assessing the Monthly Deduction Amount.

COST OF INSURANCE RATE
The Cost of Insurance Rate is based on the Policy Year,
sex, Issue Age and insurance class of the insured.

The Cost of Insurance Rates will not exceed those in the
Table of Maximum Cost of Insurance Rates, shown on Page 4.

We can use Cost of Insurance Rates that are lower than the
Maximum Cost of Insurance Rates shown on Page 4. Rates
will be determined on each Policy Anniversary based on Our
expectation as to the future experience. Any change We
make will be on a uniform basis for Insureds for the same
Issue Age, sex and insurance class and whose coverage has
been in force for the same length of time. No change in
insurance class or cost will occur on account of
deterioration of the Insured's health.

MONTHLY ADMINISTRATIVE FEE
The Monthly Administrative Fee will not exceed those in
the Table of Maximum Monthly Administrative Fees shown on
Page 4A.

MORTALITY AND EXPENSE RISK CHARGE
The Mortality and Expense Risk Charge for any Monthly
Activity Date is equal to:

(a) the Mortality and Expense Risk Rate; multiplied by
(b) the sum of Your Accumulated Values in the Sub-
Accounts on the Monthly Activity Date, prior to
assessing the Monthly Deduction Amount.

The Mortality and Expense Risk Rate is that shown on Page
4A.

TRANSFERS AMOUNT AND FREQUENCY OF TRANSFERS
Upon request and as long as this policy is in effect, You
may transfer amounts among the Fixed Account and Sub-
Accounts.

The amount which may be transferred and the number of
transfers will be limited by Our rules then in effect.

We reserve the right at a future date to limit the size of
transfers and remaining balances, and to limit the number
and frequency of transfers.

TRANSFERS TO OR FROM SUB-ACCOUNTS
In the event of a transfer from a Sub-Account, the number
of Accumulation Units credited to the Sub-Account from
which the transfer is made will be reduced. The reduction
will be determined by dividing:

Page 13
<PAGE>

TRANSFERS 1. the amount transferred: by
(continued) 2. the Accumulation Unit Value for that Sub-Account as
of the next Valuation Day after We receive Your
request for transfer In Writing.

In the event of a transfer to a Sub-Account, We will
increase the number of Accumulation Units credited to
that Sub-Account. The increase will equal:

1. the amount transferred: divided by
2. the Accumulation Unit Value for that Sub-Account as
of the next Valuation Day after We receive Your
request for transfer in Writing.

TRANSFERS FROM THE FIXED ACCOUNT
In addition to the conditions above, transfers from the
Fixed Account are subject to the following:

(a) the transfer must occur during the 30 day period
following each Policy Anniversary; and
(b) if the Accumulated Value in Your Fixed Account
exceeds $1,000, the amount transferred in any Policy
Year may be no larger than 25% of the Accumulated
Value in the Fixed Account on the date of transfer.

TRANSFER FEE
After a transfer has occurred, the Transfer Charge, as
specified on Page 4A, if any, will be deducted on a Pro-
Rata Basis from the Fixed Account and Sub-Accounts.

TERMINATION TERMINATION
AND The policy will terminate upon the earliest of the
MATURITY DATE following events:

(a) Maturity Date of the policy; or
(b) surrender of the policy; or
(c) application of the Cash Surrender Value to provide a
non-forfeiture benefit (upon which coverage will
continue per terms of the Non-Forfeiture Options);
or
(d) 61 days following the date on which Indebtedness
equals or exceeds the Cash Value; or
(e) the end of the Grace Period without sufficient
premium being paid and the policy having no Cash
Surrender Value; or
(f) the death of the Insured.

MATURITY DATE
No insurance coverage will be effective on or after the
Maturity Date. It is the last date to which You may elect
to pay premium. Any Cash Surrender Value as of the
Maturity Date will be paid to You.

REINSTATEMENT Prior to the death of the Insured, and unless this policy
has been surrendered for cash, this policy may be
reinstated prior to the Maturity Date, provided;

(a) You make Your request within five years;
(b) satisfactory evidence of insurability is submitted;
(c) You pay all overdue required Scheduled Premiums, if
any; and

Page 14
<PAGE>

REINSTATEMENT (d) if, at the time of reinstatement, the Guarantee
(coninued) Period has expired, and, if the amount paid in (c)
is insufficient to do so, sufficient premium must be
paid to:

(i) cover all Monthly Deduction Amounts that are due
and unpaid during the Grace Period, and
(ii) keep the policy in force for three months after
the date of reinstatement.

The Face Amount of the reinstated policy cannot exceed the
Face Amount at the time of lapse. The Account Value on
the reinstatement date will reflect:

(a) the Account Value at the time of termination; plus
(b) Net Premiums attributable to premiums paid at the
time of reinstatement: minus
(c) a charge to reflect the benefits, if any, provided
under the Extended Term or Paid-Up Options.

The Surrender Charges will based on the duration from the
original Policy Date.

Upon reinstatement, any Indebtedness at the time of
termination must be repaid or carried over to the
reinstated policy.

NON-FORFEITURE WHEN AVAILABLE
OPTIONS At any time prior to the Maturity Date, provided this
policy has a Cash Surrender Value, You may choose to have
the Cash Surrender Value applied as a non-forfeiture
benefit under one of the following options:

Option A - Surrender for Cash
Option B - Continue as Extended Term Insurance
Option C - Continue as Paid-Up Insurance

If during the Guarantee Period:

(a) a Scheduled Premium which is required is not paid by
the end of the Grace Period; and
(b) the Automatic Premium Loan Option is not elected or
not available due to insufficient Cash Surrender
Value,

You may choose one of the above options. You must notify
Us of Your choice in Writing within 61 days after the due
date of the outstanding required Scheduled Premium. In the
absence of such notification. We will automatically apply
the Cash Surrender Value to Option B unless the insurance
class shown on Page 3 is "special" in which case the
automatic option will be Option C. If this policy has no
Cash Surrender Value, it will terminate at the end of the
Grace Period.

WHEN EFFECTIVE
The effective date of the non-forfeiture benefit will be
the earlier of:

(a) the date We receive Your request; or
(b) the end of the Grace Period.

When a Non-Forfeiture Option becomes effective, all
benefit riders attached to this policy will terminate
unless otherwise provided in the rider.

Page 15
<PAGE>

NON-FORFEITURE OPTION DESCRIPTIONS
OPTION OPTION A - SURRENDER FOR CASH
(continued) If You choose this option, You must surrender this policy
to Us. We will pay You the Cash Surrender Value at the
time of surrender, and Our liability under this policy
will cease.

OPTION B - CONTINUE AS EXTENDED TERM INSURANCE
This option is not available unless the insurance class
shown on Page 3 is "Standard" or "Preferred". If You
choose this option, the Extended Term Insurance Death
Benefit will be the Death Benefit in effect on the
effective date of non-forfeiture benefit less any
Indebtedness. The term period will begin on the effective
date of the non-forfeiture benefit and will extend for a
period of time equal to that which the Cash Surrender
Value will provide as a net single premium at the
Insured's then Attained Age. At the end of that term
period, Our liability under this policy will cease. We
will pay You any Cash Surrender Value not used to provide
Extended Term Insurance.

OPTION C - CONTINUE AS PAID-UP INSURANCE
If You choose this option, the policy will continue as
Paid-Up Life Insurance. The Amount of Paid-Up Life
Insurance will be calculated using the Cash Surrender
Value of this policy as a net single premium as of the
effective date of the non-forfeiture benefit at the then
Attained Age of the insured. The Company reserves the
right to require evidence of insurability or limit the
amount of the benefit if the paid-up amount exceeds the
Death Benefit in effect on the effective date of the non-
forfeiture benefit. We will pay You any Cash Surrender
Value not used to provide Paid-Up Insurance.

If the policy is continued under Option B or Option C
above, the Cash Surrender Value available within 30 days
after any Policy Anniversary will not be less than the
Cash Value on such Policy Anniversary, minus any
Indebtedness.

BASIS OF COMPUTATIONS
The Cash Values and non-forfeiture benefits provided by
this policy comply with the insurance laws of the states
in which this policy is delivered. A detailed statement of
the method of calculating the non-forfeiture benefits of
this policy has been filed with the Insurance Department
of the state in which this policy is delivered. We reserve
the right to grant a non-forfeiture benefit which provides
a greater amount or longer period of Death Benefits than
the minimum non-forfeiture benefits.

Extended Term Insurance is based on the Initial Face
Amount, 4.00% interest and the 1980 CET Mortality Table.

Paid-Up Insurance Amounts are based on 4.00% interest
and the 1980 CSO Mortality Table.

POLICY LOANS GENERAL
At any time while this policy is in force, You may borrow
against this policy by assigning it to Us as sole
security. We may defer granting a loan, except to pay
premiums to Us, for the period by law but not more than
six months.

Page 16
<PAGE>

POLICY LOANS LOAN AMOUNTS
(continued) Any new loan taken may not exceed 90% of the Cash Value
less, 100% of existing Indebtedness, if any, on the date
We grant a loan. Loan amounts will be subject to Our
minimum rules then in effect. Before advancing the loan
amount, We may withhold an amount sufficient to pay
interest on total Indebtedness to the end of the Policy
Year and any Monthly Deduction Amounts due on or before
the next Policy Anniversary. All loan amounts will be
transferred from the Fixed Account and the Sub-Accounts to
the Loan Account. Unless You specify otherwise the amounts
will be transferred on a Pro-Rata Basis.

If total indebtedness equals or exceeds the Cash Value,
this policy will terminate 61 days after We have mailed
notice to Your last known address and that of any assignee
of record. If sufficient loan repayment is not made by the
end of this Grace Period, the policy will end without
value.

CREDITED INTEREST
During the first ten Policy Years, any amounts in the Loan
Account will be credited with interest at a rate equal to
the Policy Loan Rate, minus 2%. For Policy Years 11 and
beyond, except for Preferred Loans described below, the
Loan Account will be credited with interest at a rate
equal to the Policy Loan Rate applicable to that
Indebtedness, minus 1%.

PREFERRED LOAN
If, any time after the 10th Policy Anniversary, the Cash
Value exceeds the total of all premiums paid since issue,
a Preferred Loan is available. The amount available for a
Preferred Loan is the amount by which the Cash Value
exceeds total premiums paid. The amount of the Loan
Account which equals a Preferred Loan will be credited
with interest at a rate equal to the Policy Loan Rate. The
amount of Indebtedness that qualifies as a Preferred Loan
is determined on each Monthly Activity Date.

LOAN REPAYMENTS
All or part of a loan may be repaid at any time that:

(a) the policy is in force;
(b) Extended Term Insurance is not in effect; and
(c) the Insured is alive.

However, each payment must be at least $50.

The amount of a loan repayment will be deducted from the
Loan Account and will be allocated among the Fixed Account
and Sub-Accounts in the same percentage as premiums are
allocated.

LOAN INTEREST
Loan interest will accrue daily at the Policy Loan
Interest Rate shown on Page 4A. The difference between the
value of the Loan Account and the Indebtedness will be
transferred on a Pro-Rata Basis from the Fixed Account and
Sub-Accounts to the Loan Account on each Monthly Activity
Date.

Page 17
<PAGE>

PARTIAL After the Guarantee Period, partial withdrawals are
WITHDRAWALS allowed. The minimum partial withdrawal allowed is $500.
The maximum partial withdrawal allowed is the Cash
Surrender Value, less $1,000. A partial withdrawal charge
up to $50 may be charged. One partial withdrawal is
allowed each Policy Year. The Face Amount is reduced by
the amount of the partial withdrawal. Unless specified
otherwise, the partial withdrawal will be deducted on a
Pro-Rata Basis from the Fixed Account and the Sub-
Accounts.

PAYMENTS GENERAL
BY US We will pay Death Proceeds, Cash Surrender Values, partial
withdrawals and loan amounts attributable to the Sub-
Accounts within seven days after We receive all the
information needed to process the payment unless:

(a) the New York Stock Exchange is closed on other than
customary weekend and holiday closings or trading on
the New York Stock Exchange is restricted as
determined by the Securities and Exchange Commission
(SEC); or
(b) an emergency exists, as determined by the SEC, as a
result of which disposal of securities is not
reasonably practicable to determine the value of the
Sub-Accounts; or
(c) the SEC, by order, permits postponement for the
protection of policy owners.

DEFERRAL OF PAYMENTS FROM THE FIXED ACCOUNT
We may defer payment of any amounts which are not
attributable to the Sub-Accounts for up to six months from
the date of the request.

TAXATION We do not expect to incur any federal, state or local
income tax on the earnings or realized capital gains
attributable to the Separate Account. Based upon these
expectations, no charge is currently being made to the
Separate Account for federal, state or local income taxes.
If We incur income taxes attributable to the Separate
Account or determine that such taxes will be incurred, We
may assess a charge for taxes against the policy in the
future.

THE CONTRACT ENTIRE CONTRACT
The entire contract consists of this policy and the
application, a copy of which is attached. The contract is
made in consideration of the application and the payment
of the first Scheduled Premium. We will not use any
statement to void this policy or to defend a claim under
it, unless that statement is contained in an attached
written application. All statements in the application
will, in the absence of fraud, be deemed representations
and not warranties.

MODIFICATION
The only way this contract may be modified is by a written
agreement signed by Our President, or one of Our Vice
Presidents, Secretaries or Assistant Secretaries.

NON-PARTICIPATION
This policy is non-participating. It does not share in Our
surplus earnings, so You will receive no dividends under
it.

Page 18
<PAGE>

THE CONTRACT MISSTATEMENT OF AGE AND/OR SEX
(continued) If on the date of death:

(a) The Issue Age of the Insured is understated; or
(b) the sex of the Insured is incorrectly stated such
that it resulted in lower Costs of Insurance,

the Death Benefit will be reduced to the Death Benefit
that would have been provided by the last Cost of
Insurance charge at the correct age and/or sex.

If on the date of death,

(a) the Issue Age of the Insured is overstated; or
(b) the sex of the Insured is incorrectly stated such
that it resulted in higher Costs of Insurance,

the Death Benefit will be adjusted by the return of all
excess Costs of Insurance prior to the date of the
Insured's death.

SUICIDE
If, within 2 years from the Date of Issue, the Insured
dies by suicide, while sane or insane, Our liability will
be limited to the premiums paid less Indebtedness and less
any partial withdrawals.

If, within 2 years from the effective date of any increase
in the Death Benefit for which evidence of insurability
was obtained, the Insured dies by suicide, while sane or
insane, Our liability will be limited to the Cost of
Insurance for the increase.

INCONTESTABILITY
We cannot contest this policy after it has been in force,
during the Insured's lifetime, for 2 years from its Date
of Issue, except for:

(a) non-payment of premium; and
(b) any rider providing disability or accidental death
benefits.

Any increase in the Death Benefit for which evidence of
insurability was obtained, will be incontestable only
after the increase has been in force, during the Insured's
lifetime, for 2 years from the effective date of the
increase.

SEPERATE ACCOUNTS
We will have exclusive and absolute ownership and control
of the assets of Our Separate Accounts. The assets of a
Fund will be available to cover the liabilities of Our
general account only to the extent that those assets
exceed the liabilities of that Separate Account arising
under the variable life insurance contracts supported by
that Separate Account. The assets of a Fund will be valued
at least as often as any contract benefits vary, but at
least monthly. Our determination of the value of an
Accumulation Unit by the method described in this policy
will be conclusive. The investment policy of the Separate
Account will not be changed without the approval of the
Insurance Commissioner of the state where this policy is
issued for delivery.

Page 19
<PAGE>

THE CONTRACT ANNUAL REPORT
(continued) We will send You a report at least once each Policy Year
showing:

(a) the current Account Value, Cash Value and Face
Amount;
(b) the premiums paid, Monthly Deduction Amounts and
loans since the last report;
(c) the amount of any Indebtedness;
(d) notifications required by the provisions of this
policy; and
(e) any other information required by the Insurance
Department of the state where this policy was
delivered.

OWNERSHIP AND CHANGE OF OWNER OR BENEFICIARY
BENEFICIARY The Owner and Beneficiary will be those named in the
application until You change them. To change the Owner or
Beneficiary, notify Us In Writing while the Insured is
alive. After We receive written notice, the change will be
effective as of the date You signed such notice, whether
or not the Insured is living when We receive it. However,
the change will be subject to any payment We made or
actions We may have taken before We received the request.

ASSIGNEMT
You may assign this policy. Until You notify Us In
Writing, no assignment will be effective against Us. We
are not responsible for the validity of any assignment.

OWNER'S RIGHTS
While the Insured is alive and no Beneficiary is
irrevocably named, You may:

(a) exercise all the rights and options that this policy
provides or that We permit;
(b) assign this policy; and
(c) agree with Us to any change to this policy.

NO NAMED BENEFICIARY
If no named Beneficiary survives the Insured, then, unless
this policy provides otherwise:

(a) You will be the Beneficiary; or
(b) If You are the Insured, Your estate will be the
Beneficiary.

EXCHANGE If this policy is in effect, You may exchange it:
OPTION
1. any time during the 24 months following its Date of
Issue;
2. for a permanent life insurance contract offered by Us
on the life of the Insured;
3. without evidence of insurability.

The new policy will be issued by Us:

1. with an amount at risk which equals or is less than
the amount at risk in effect on the Exchange Date;
2. with premiums based on the same risk classification
as this policy.

This exchange is subject to adjustments in payments and
Account Values to reflect variances, if any, in the
payments and Account Values under this policy and the new
policy.

Page 20
<PAGE>

INCOME AVAILABILITY
SETTLEMENT All or part of the proceeds of this policy may, instead of
OPTIONS being paid in one sum, be left with Us under any one or a
combination of the following options, subject to Our
minimum amount requirements on the date of election.

We will pay interest of at least 3 1/2% per year on the
Death Proceeds from the date of the Insured's death to the
date payment is made or an Income Settlement Option is
elected. These proceeds are then no longer subject to the
investment experience of a Separate Account.

If any payee is a corporation, partnership, association,
assignee, or fiduciary, an option may be chosen only with
Our consent.

Option 4 is not available to any payee whose Attained Age
exceeds 90.

DESCRIPTION OF TABLES
The options below are based on interest at a guaranteed
rate of 3 1/2% per year. Payments under Option 4 are based
on mortality for each sex according to the 1983a
Individual Annuity Mortality Table, with ages set back one
year.

EXCESS INTEREST
We may pay or credit excess interest of such amount and in
such manner as We determine.

DEATH OF PAYEE
If the payee dies while receiving payments under one of
the options below, We will pay the following:

(a) any principal and accrued interest remaining umpaid
under Option 1 or 2;
(b) the value of remaining unpaid guaranteed payments, if
any, under Option 3 or 4, commuted using interest of
3 1/2% per year.

Any such amount will be paid in one sum to the payee's
estate.

OTHER OPTIONS
To convert the monthly payments shown in the tables for
Option 3 and 4B to quarterly, semi-annual or annual
payments, multiply by the following factors:

PAYMENT INTERVAL FACTOR
Quarterly 2.99
Semi-annual 5.96
Annual 11.81

Other options may be arranged with Our consent.

OPTION 1 - INTEREST INCOME
Payments of interest at the rate We declare, but not less
than 3 1/2% per year on the amount left under this option.

OPTION 2 - INCOME OF FIXED AMOUNT
Equal payments of the amount chosen until the amount left
under this option with interest of not less than 3 1/2%
per year, is exhausted. The final payment will be for the
balance only.

Page 21
<PAGE>

INCOME OPTION 3 - INCOME FOR FIXED PERIOD
SETTLEMENT Payments, determined fro the table below, are guaranteed
OPTIONS for the number of years chosen. The first payment will be
(continued) due on the date proceeds are applied under this option.
<TABLE>
<CAPTION>
Monthly Payments Monthly Payments
Number per $1,000 of Number per $1,000 of
of Years Proceeds of Years Proceeds
<S> <C> <C> <C>
1 $84.65 10 $9.83
2 43.05 15 7.10
3 29.19 20 5.75
4 22.27 25 4.96
5 18.12 30 4.45
</TABLE>

OPTION 4 - LIFE INCOME
Payments, determined from the table shown on the following
page for the option elected, are based on the payee's sex
and age nearest birthday on the day the first payment
becomes due. The first payment will be due on the date
proceeds are applied under this option. The Life Income
Options available are:

(a) payments only while the payee is alive,
(b) payments guaranteed for 10 years; then continuing
while the payee is alive.
<TABLE>
<CAPTION>
MONTHLY PAYMENTS PER $1,000 OF PROCEEDS

Option 4A Option 4B Option 4A Option 4B
Payee's Life Only 10 Yrs. Certain Payee's Life Only 10 Yrs. Certain
Age Male Female Male Female Age Male Female Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20 $3.34 $3.23 $3.34 $3.23 68 $6.79 $5.79 $6.38 $5.6
25 3.44 3.31 3.43 3.30 69 7.02 5.95 6.54 5.7
30 3.56 3.40 3.56 3.40 70 7.26 6.13 6.71 5.9
35 3.71 3.51 3.71 3.51 71 7.52 6.32 6.87 6.0
40 3.91 3.66 3.90 3.65 72 7.80 6.53 7.05 6.2
45 4.17 3.84 4.14 3.84 73 8.09 6.75 7.22 6.4
50 4.49 4.08 4.44 4.07 74 8.41 6.99 7.40 6.5
51 4.56 4.14 4.51 4.12 75 8.75 7.26 7.57 6.7
52 4.64 4.20 4.58 4.18 76 9.12 7.54 7.75 6.9
53 4.72 4.26 4.66 4.24 77 9.51 7.85 7.92 7.1
54 4.80 4.32 4.74 4.30 78 9.92 8.18 8.09 7.3
55 4.89 4.39 4.82 4.36 79 10.37 8.54 8.26 7.5
56 4.99 4.46 4.91 4.43 80 10.85 8.94 8.42 7.7
57 5.09 4.54 5.00 4.51 81 11.37 9.36 8.57 7.9
58 5.20 4.62 5.10 4.58 82 11.92 9.82 8.71 8.1
59 5.32 4.71 5.20 4.66 83 12.50 10.32 8.85 8.3
60 5.44 4.80 5.31 4.75 84 13.12 10.87 8.97 8.5
61 5.57 4.90 5.42 4.84 85 13.78 11.46 9.09 8.6
62 5.71 5.00 5.54 4.93 86 14.47 12.09 9.20 8.8
63 5.86 5.11 5.67 5.03 87 15.20 12.78 9.29 8.9
64 6.02 5.23 5.80 5.14 88 15.98 13.52 9.38 9.2
65 6.20 5.36 5.94 5.25 89 16.79 14.31 9.46 9.2
66 6.38 5.49 6.08 5.37 90 17.66 15.16 9.53 7.3
67 6.58 5.64 6.23 5.50
</TABLE>

Page 22

<PAGE>

[ITT HARTFORD LETTERHEAD]

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MADISON, WISCONSIN 53703
(A STOCK INSURANCE COMPANY)

NATIONAL SERVICE CENTER ADDRESS:
P.O. BOX 59179
MINNEAPOLIS, MINNESOTA 55459

CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
DEATH PROCEEDS PAYABLE AT DEATH
SCHEDULED PREMIUMS PAYABLE DURING INSURED'S LIFETIME
PROVISION FOR ADDITIONAL UNSCHEDULED PREMIUMS
NON-PARTICIPATING

MODIFIED FLEXIBLE
PREMIUM VARIABLE
LIFE INSURANCE
POLICY

<PAGE>

ACCIDENTAL DEATH
BENEFIT RIDER

[ITT HARTFORD LOGO]

BENEFIT We will pay the Accidental Death Benefit (shown on Page 3)
upon receipt at Our National Service Center in
Minneapolis, Minnesota of due proof that the accidental
death of the Insured occurred while this policy and this
rider were in force.

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

ACCIDENTAL DEATH means death which results, directly, and
independently of all other causes, from accidental bodily
injury and which occurs within 90 days after such injury.
Except in the case of drowning or internal injuries
revealed by autopsy, an accidental bodily injury must be
evidenced by a visible contusion or wound on the exterior
of the body.

MILITARY AIRCRAFT means any military or naval aircraft
other than transport aircraft operated by the Military
Airlift Command of the United States.

RISKS EXCLUDED This rider does not cover death resulting directly or
indirectly, wholly or partly, from any of the following:

(a) intentionally self-inflicted injury or suicide, while
sane or insane;
(b) bodily or mental infirmity, illness or disease or
medical or surgical treatment therefore;
(c) any infection not occurring as a direct consequence
of an accidental bodily injury;
(d) any act or incident of insurrection or war,
declared or undeclared;
(e) the Insured's participation in a riot or commission
of an assault or felony;
(f) taking of drugs, sedatives, narcotics, barbiturates,
amphetamines, or hallucinogens, unless prescribed for
or administered to the Insured by a licensed
physician;
(g) an accident caused by the Insured's intoxication
while operating a motor vehicle;
(h) any poison or gas voluntarily or involuntarily taken
or inhaled, except as a direct result of an
occupational accident;
(i) travel or flight in or descent from any aircraft if
the Insured is a pilot or member of the crew of such
aircraft or if such aircraft is a military aircraft
or is being operated for aviation training.

RIGHT TO AUTOPSY We will have the right and opportunity to examine the
Insured's body and to make an autopsy unless prohibited by
law.

GENERAL This rider is part of the policy to which it is attached.
PROVISIONS Except where this rider otherwise, it is subject to all
conditions and limitations of such policy.

This rider is issued in consideration of the application
(a copy of which is attached) and payment of the charges
shown for this rider on Page 3. The Date of Issue of this
rider is the same as that of the policy unless a different
date is shown on Page 3. The Rider Date is the same as
the Policy Date unless a different date is shown on
Page 3.

Page 1 of 2
<PAGE>

TERMINATION To terminate this rider, notify Us in writing. Otherwise,
it will continue until the earliest of the following:

(a) when this policy terminates; or
(b) on the Policy Anniversary next following the
Insured's 70th birthday.

Signed for ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

/s/ Bruce D. Gardner /s/ Lowndes A. Smith

Bruce D. Gardner, SECRETARY Lowndes A. Smith, PRESIDENT

Page 2 of 2

<PAGE>

INCREASE IN COVERAGE
OPTION RIDER

[ITT HARTFORD LOGO]

GENERAL PROVISIONS This rider is part of the policy to which it is attached.
Except where this rider provides otherwise, it is subject
to all conditions and limitations of such policy.

This rider is issued in consideration of the application
(a copy of which is attached). The Date of Issue of this
rider is the same as that of the policy unless a different
date is shown on Page 3. The Rider Date is the same as
the Policy Date unless a different date is shown on
Page 3.

WHEN AVAILABLE
This option is available on the first Policy Anniversary
when all of the conditions below have been met:

(a) the Account Value minus the sum of the Unscheduled
Premiums paid exceeds the Projected Net Single
Premium as defined below;
(b) the Insured's Attained Age is less than age 60;
(c) the Insured is in the "standard" or "preferred"
class;
(d) the current Face Amount has been in effect for at
least five Policy Years.
(e) the Scheduled Premiums of the original policy,
established at issue, have not been changed.

The Projected Net Single Premium is computed for each
Policy Anniversary using the then current Fixed Account
credited interest rate, Monthly Administrative Fee and
Cost of Insurance Rates. It is the present value of:

(a) the then current Death Benefit (including increases
thereof provided by the policy) payable prior to the
Maturity Date;
(b) the future Monthly Administrative Fees;
(c) the Face Amount payable at the Maturity Date; and
(d) the premium for any additional benefits.

WHEN EFFECTIVE
This option will be in effect as of a Policy Anniversary
if available on that Policy Anniversary and if You elect
to exercise the option. However, if the first premium
payment for the new policy is not paid by its due date,
this option will not be effective.

BENEFIT On the Policy Anniversary on which this option is
available, You are guaranteed the right to purchase
another policy without having to supply evidence of
insurability. The Face Amount of the new policy will
equal:

(a) the Initial Face Amount of this policy; multiplied
by
(b) the Increase Factor described below, for the
Insured's Issue Age; divided by
(c) the Increase Factor for the Insured's Attained Age,
on the date this option is effective.

Page 1 of 2
<PAGE>

BENEFIT If You choose to purchase a new policy under the rights of
(continued) this rider, You must make the request In Writing within 60
days of the Policy Anniversary on which this option is
available.

The new policy will be a Flexible Premium Variable Life
Policy similar to this one or any other policy We agree to
make available. The Annual Scheduled Premiums for all
years of the new policy will be the average of the Annual
Scheduled Premiums in Policy Years 2 through 5 of this
policy. The new policy will have a 5 year Guarantee
Period and its Policy Date will be the Policy Anniversary
of the original policy on which the option is available.

The Increase Factor is a function of the Insured's age,
sex and insurance class. Increase Factors at various age,
sex and insurance class combinations are shown below. A
table of all the Increase Factors are available upon
request and have been filed with the Insurance Department
of the state in which this policy is delivered.

INCREASE FACTOR TABLE
<TABLE>
<CAPTION>
Male Male Female Female
---- ---- ------ ------
Age Preferred Standard Preferred Standard
--- --------- -------- --------- --------
<S> <C> <C> <C> <C>
25 668.98 894.65 572.27 685.57
35 1064.54 1443.58 904.81 1092.22
45 1779.19 2433.27 1473.82 1771.08
55 3110.17 4073.85 2476.60 2906.41
65 5132.12 6504.37 4325.78 4837.06

</TABLE>

If this option is elected, the payment of Scheduled
Premiums for the original policy will not be required as
long as, on each Policy Anniversary, the Account Value
minus the sum of Unscheduled Premiums paid exceeds the
Projected Net Single Premium.

BASIS OF The basis of the computations in this rider is filed with
COMPUTATIONS the Insurance Department of the state in which this policy
is delivered.

Signed for ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

/s/ Bruce D. Gardner /s/ Lowndes A. Smith

Bruce D. Gardner, SECRETARY Lowndes A. Smith, PRESIDENT

Page 2 of 2

<PAGE>

DEDUCTION AMOUNT
WAIVER RIDER

[ITT HARTFORD LOGO]

BENEFIT If the Insured becomes totally disabled (as defined below)
then:

(a) if such disability began before the Policy
Anniversary next following the Insured's 60th
birthday, We will waive each Monthly Deduction Amount
falling due during such total disability. If such
total disability continues without interruption until
the Policy Anniversary next following the Insured's
65th birthday, each Monthly Deduction Amount falling
due thereafter will be waived even if the Insured
recovers from total disability.
(b) if such disability began on or after the Policy
Anniversary next following the Insured's 60th
birthday, and before the Policy Anniversary next
following the Insured's 65th birthday, We will waive
each Monthly Deduction Amount falling due during such
total disability and before the later of the Policy
Anniversary next following the Insured's 65th
birthday or two years after the date such disability
began.

While Monthly Deduction Amounts are being waived, the
payment of Scheduled Premiums will not be required.

DEDUCTION AMOUNT Any Monthly Deduction Amount that becomes due before We
are notified In Writing of a claim is payable. When We
receive proof satisfactory to Us that the Insured is
totally disabled, We will credit any Monthly Deduction
Amount which became due after total disability began and
within one year before We received notice of the claim to
the Account Value.

DEFINITION OF Total disability means a disability which:
TOTAL DISABILITY
(a) results from bodily injury or disease;
(b) begins while this policy and this rider are in force;
(c) has existed continuously for at least 6 months; and
(d) prevents the Insured from engaging in an occupation.

During the first 24 months of disability, occupation means
the Insured's regular occupation. Thereafter, occupation
means that for which the Insured is reasonably fitted by:

(a) education;
(b) training; or
(c) experience.

Total disability will be deemed to occur, even if the
Insured engages in an occupation, upon the total and
irrecoverable loss of:

(a) the entire sight of both eyes; or
(b) all use of both hands or of both feet; or
(c) one hand and one foot.

Page 1 of 3
<PAGE>

RISKS EXCLUDED No Monthly Deduction Amount will be waived if disability
results, directly or indirectly, wholly or partly, from:

(a) willfully and intentionally self-inflicted injury; or
(b) service in the armed forces of any country or
international authority at war, whether such war is
declared or undeclared; or
(c) sickness or disease which predated the application
for this rider.

NOTICE AND Before We waive any Monthly Deduction Amount, We must:
PROOF OF CLAIM
(a) be notified in Writing of the claim; and
(b) receive proof satisfactory to Us that the Insured is
totally disabled.

Such notice and proof must be received:

(a) while the Insured is alive and remains totally
disabled; and
(b) not later than one year after this policy terminates.

An otherwise valid claim will not be denied if:

(a) You show that notice and proof were given to Us as
soon as reasonably possible; and
(b) such notice was given to Us no later than one year
after the Insured's recovery.

We may require proof of continuance of total disability at
reasonable intervals during the two years following Our
approval of a claim. Thereafter, We will not require such
proof more often than once a year.

As part of any proof, We may require that the Insured be
examined by a physician of Our choice.

If any required proof is not submitted, no further Monthly
Deduction Amount will be waived. Any Monthly Deduction
Amount due thereafter for this policy or this rider will
be deducted from the Account Value.

GENERAL This rider is part of the policy to which it is attached.
PROVISIONS Except where this rider provides otherwise, it is subject
to all conditions and limitations of such policy.

This rider is issued in consideration of the application
(a copy of which is attached) and payment of the required
cost of this rider as determined by the method shown on
Page 4B, The Date of Issue of this rider is the same as
that of the policy unless a different date is shown on
Page 3. The Rider Date is the same as the Policy Date
unless a different date is shown on Page 3.

INCONTESTABILITY We cannot contest this rider after it has been in force
for 3 years from its Date of Issue:

(a) except for nonpayment of the required cost of this
rider, and
(b) unless the death or total disability of the Insured
occurred during such 3 year period.

Page 2 of 3
<PAGE>

TERMINATION To terminate this rider, notify Us In Writing.
Termination will occur on the Monthly Activity Date next
following the date We receive the request. Otherwise,
this rider will continue until the earliest of the
following:

(a) when this policy terminates; or
(b) on the Policy Anniversary next following the
Insured's 65th birthday.

Termination of this rider will not affect an otherwise
valid claim arising from total disability which began
before such termination.

Signed for ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

/s/ Bruce D. Gardner /s/ Lowndes A. Smith

Bruce D. Gardner, SECRETARY Lowndes A. Smith, PRESIDENT

Page 3 of 3

<PAGE>
[SEAL]

SECOND AMENDMENT OF RESTATED ARTICLES
ITT LIFE INSURANCE CORPORATION

Amendment of Restated Articles in duplicate are hereby executed by the
undersigned, William E. Sweeney, President, and L. L. Kohlkof, Vice President
and Secretary, of ITT Life Insurance Corporation, a Wisconsin corporation as
follows:

On March 15, 1993, the following amendment to the Restated Articles of
Incorporation of ITT Life Insurance Corporation was duly adopted by the
written consent of all the shareholders and the Company's Board of
Directors:

RESOLVED, that the First and Second Articles of the Company's Restated
Articles of Incorporation be and are hereby amended and restated as
follows. All other Articles of the Restated Articles of Incorporation
are unchanged and continue in full force and effect.

"FIRST: The name of the Corporation is ITT Hartford Life and
Annuity Insurance Company."

"SECOND: the name of the Registered Agent of the Corporation is
CT Corporation Systems and the address of the
Registered Office is 44 East Miffilin Street, Madison,
Wisconsin 53703."

FURTHER RESOLVED, that the directors and officers of the Company be
and they are hereby authorized and directed to take whatever action
may be required by law to give effect to this amendment of the
Restated Articles of Incorporation.

Dated: March 15, 1993 /s/ William E. Sweeney
- ------------------------------------- ------------------------------------
William E. Sweeney, President

(Seal)

/s/ L. L. Kohlhof
------------------------------------
L. L. Kohlhof, Vice President
& Secretary
<PAGE>
STATE OF MINNESOTA)
) SS
COUNTY OF HENNEPIN)

On this 15th day of March, 1993, before me appeared William E. Sweeney, to me
personally known, who, being by me duly sworn, did say that he is the President
of ITT Life Insurance Corporation, and that the seal affixed to the foregoing
instrument is the corporate seal of the corporation, and that the instrument was
executed in behalf of the corporation by authority of its Board of Directors,
and said William E. Sweeney acknowledges the instrument to be the free act and
deed of the corporation.

/s/ Tami L. Johnson
[SEAL] ---------------------------------------
Notary Public

My commission expires on
9/10/97
STATE OF MINNESOTA)
) ss
COUNTY OF HENNEPIN)

On this 15th day of March, 1993, before me appeared L. L. Kohlhof, who
acknowledges himself to be the Vice President and Secretary of ITT Life
Insurance Corporation, and that he, as such Secretary by authority to do so,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the corporation by himself as Secretary.

/s/ Tami L. Johnson
---------------------------------------
Notary Public

My commission expires on
9/10/97
[SEAL]
<PAGE>

Certificate for

STATE OF WISCONSIN

OFFICE OF THE COMMISSIONER OF INSURANCE

The Commission of Insurance of the State of Wisconsin certifies
that the attached copy of

AMENDMENT OF RESTATED ARTICLES

for ITT LIFE INSURANCE CORPORATION

is a true and xxxxxx copy of the original xxxx on file
with the Office of the Commissioner of Insurance

Dated xxxxxxxxxxxxxxxxxxxxxx this xxth day of August, 1984

Thomas P. Fox
Commissioner of Insurance

<PAGE>

AMENDMENT OF RESTATED ARTICLES
ITT LIFE INSURANCE CORPORATION

Amendment of Restated Articles in duplicate are hereby executed by the
undersigned, Robert W. MacDonald, President, and L. L. Kohlhof, Vice
President and Secretary, of ITT Life Insurance Corporation, a Wisconsin
corporation, as follows:

On July 27, 1984 the following amendment to the Restated Articles
of Incorporation of ITT Life Insurance Corporation was duly adopted
by the written consent of all the shareholders and the Company's
Board of Directors:

RESOLVED, That the Fourth Article of the corporation's Restated
Articles of Incorporation be and it is hereby amended and
restated as follows. All other Articles of the Restated Articles
of incorporation are unchanged and to continue in full force
and effect.

"Fourth: The aggregate number of shares which the corporation
shall have authority to issue is 2,000 shares consisting of
xxx class only, designated as Common Shares, of the par value
of $1.xx) per share."

FURTHER RESOLVED, That the directors and officers of the corporation
xx and they are hereby authorized and directed to take whatever
action may be required by law to give effect to this amendment of
the Restated Articles of Incorporation.

Dated: August 6, 1984 Robert W. MacDonald
----------------------- ------------------------------
Robert W. MacDonald, President

L. L. Kohlhof
-------------------------------
L. L. Kohlhof, Vice President &
Secretary

<PAGE>

STATE OF MINNESOTA )
) ss
COUNTY OF HENNEPIN )

On this 6th day of August, 1984, before me appeared Robert W. MacDonald,
to me personally known, who, being by me duly sworn, did say that he is
the President of ITT Life Insurance Corporation, and that the seal affixed
to the foregoing instrument is the corporate seal of the corporation, and
that the instrument was executed in behalf of the corporation by authority
of its Board of Directors, and said Robert W. MacDonald acknowledged the
instrument to be the free act and deed of the corporation.

Steven Puck
---------------------
Notary Public

My commission expires on
October 22, 1985 (SEAL)

STATE OF MINNESOTA )
) ss
COUNTY OF HENNEPIN )

On this 6th day of August, 1984, before me appeared L. L. Kohlhof, who
acknowledged himself to be the Vice President and Secretary of ITT Life
Insurance Corporation, and that he, as such Secretary by authority to do
so, executed the foregoing instrument for the purposes therein contained,
by signing the name of the corporation by himself as Secretary.

Steven Puck
---------------------
Notary Public

My commission expires on
October 22, 1985 (SEAL)

Filed
State of Wisconsin
Office of the
Commissioner of xxxxx
AUG xx 1984

<PAGE>
RESTATED ARTICLES OF INCORPORATION

ITT LIFE INSURANCE CORPORATION

These Restated Articles of Incorporation give effect to amendments of the
Articles of Incorporation and otherwise purport merely to restate all those
provisions already in effect. These Restated Articles of Incorporation have
been adopted by the sole shareholder and shall supersede and take the place of
the heretofore existing Articles of Incorporation and amendments thereto.

FIRST: The name of the corporation is ITT Life Insurance Corporation.

SECOND: The address of the Registered Office of the Corporation is Whyte
and Hirschboeck. 111 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. The
name of the Registered Agent at such address is Joseph C. Branch.

THIRD: The Corporation may make insurance upon lives, may grant and issue
annuities, either in connection with or separate from contracts of insurance
predicated upon life risks, may issue policies stipulated to be with or without
participation in profits, may issue policies or certificates of insurance
against loss of life or personal injury resulting from any cause, and against
loss resulting from disease or accident, and against any other casualty or risk
which may be subject to life, accident or health insurance. Said Corporation
in addition to the foregoing is authorized generally to do a life, accident
and health insurance business, and is authorized to insure against any and all
hazards against which life, accident and health insurance companies are
authorized to insure by the laws of this state, or of any other state or
territory of the United States or foreign countries in which the company may
be licensed to carry on business. In addition to the forgoing powers, the
purposes of said Corporation are all those permitted by Section 610.21 of
the Wisconsin Statutes.

FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 2,000 shares consisting of one class only, designated as
Common Shares, of the par value of $1,000 per share.

FIFTH: No shareholder shall, because of his ownership of shares, have a
preemptive or other right to purchase, subscribe for, or take any part of any
shares or any part of the notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of this
corporation issued, optioned, or said by it after its incorporation.

<PAGE>
-2-

SIXTH: Amendments to these Articles of Incorporation may be made at any
special meeting of shareholders duly called for that purpose, or at any annual
meeting of shareholders, provided that a statement of the nature of the proposed
amendment is included in the Notice of Meeting, upon receiving the affirmative
vote of the holders of at least two-thirds of the shares entitled to vote
thereon.

Dated: March xx, 1xxx ITT Life Insurance Corporation

By /s/ Raymond x. xxxx
---------------------------------
Raymond x. xxxx
Chairman of the Board
Attest:

William x. xxxxxxx
- -----------------------------------
William x. xxxxxxx
Secretary

This document was drafted
by: William x. xxxxxxx

<PAGE>

EXHIBIT (b)(6)(b)

AMENDED BYLAWS

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

(formerly ITT LIFE INSURANCE CORPORATION)

EFFECTIVE MARCH 23, 1993

<PAGE>
ARTICLE I

Name - Home Office

SECTION 1. This company shall be named ITT Hartford and Annuity Life Insurance
Company.

SECTION 2. The Company may have such principal and other business offices,
either within or without the State of Wisconsin, as the Board of Directors may
designate or as the business of the Company may require.

SECTION 3. The registered office of the Company required by law to be
maintained in the State of Wisconsin may be, but need not be, identical with
the principal office in the State of Wisconsin.

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 Board of 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 or Vice Chairman of the Board,
the President or any Vice President.

SECTION 4. Notice of stockholders' meetings shall be delivered to each
stockholder, either personally or by mail 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 shall choose Directors as
hereinafter provided.

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

SECTION 7. A majority of the total number of shares entitled to vote,
represented in person or by proxy, shall constitute a quorum.

<PAGE>

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.

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 the stockholders at each annual meeting. Vacancies occurring between
annual meetings may be filled by the affirmative vote of a majority of the
Directors then in office. 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, and attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting except where a Director attends a meeting and objects
thereat to the transaction of any business on grounds that the meeting was not
lawfully called or convened.

SECTION 4. A majority of the number of existing directorships, but not less
than two Directors, shall constitute a quorum.

ARTICLE IV

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

SECTION 1. The Board of Directors shall annually elect a President, a Secretary
and a Treasurer. It may elect a Chairman of the Board, a Vice Chairman of the
Board and such Vice Presidents, other Secretaries, Assistant Secretaries,
Assistant Treasurers and other officers as it may determine. All officer of the
Company shall hold office during the pleasure of the Board of Directors.

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

- 2 -

<PAGE>

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.
Meetings of the Committee shall be called whenever the Chairman of the Board,
the President or a majority of its members shall request.

SECTION 4. The Board of Directors may annually appoint from its own number a
Finance Committee of not less than three Directors, whose duties shall be as
hereinafter provided.

SECTION 5. 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.

For all meetings, forty-eight hours' notice shall be given but notice may be
waived, at any time, in writing, and attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting except where a Director attends a
meeting and objects thereat to the transaction of any business on grounds that
the meeting was not lawfully called or convened.

SECTION 6. The Board of Directors may authorize corporate 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
and
Vice 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
Vice Chairman shall preside in his place if there be one, otherwise the
President shall preside.

SECTION 2. The Vice Chairman of the Board shall, in the absence of the Chairman
of the Board, exercise the powers and perform the duties of the Chairman of the
Board. He shall perform such other duties and have such other powers as may be
assigned to him by the Board of Directors.

-3-

<PAGE>

President

SECTION 3. The President, unless the Board of Directors shall otherwise order
pursuant to Section 7 below, shall be the chief executive officer of the Company
and, subject to the control of the Board of Directors, shall in general
supervise and control all the business and affairs of the Company. Unless
the Board of Directors shall provide otherwise, he shall, when present, preside
at all meetings of the shareholders and shall preside at all meetings of the
Board of Directors unless the Board shall have elected a Chairman of the Board
of Directors. He shall have authority, subject to such rules as may be
prescribed by the Board of Directors, to appoint such agents and employees of
the Company as he shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them. Such agents and employees
shall hold office at the discretion of the President. Except as otherwise
provided in these Bylaws or by resolution of the Board of Directors, the
President shall have authority to sign, execute and acknowledge, on behalf of
the Company all contracts, reports and other documents or instruments necessary
or proper to be executed in the course of the Company's regular business, or
which shall be authorized by resolution of the Board of Directors; and except as
otherwise provided by law or the Board of Directors, he may authorize any Vice
President or other officer or agent of the Company to sign, execute and
acknowledge such documents or instruments in his place and stead. In general,
he shall perform all duties incident to the office of the chief executive
officer and such other duties as may be prescribed by the Board of Directors
from time to time.

If the President is not the chief executive officer, he shall have such duties
and authority as prescribed by the Board of Directors or the chief executive
officer.

SECTION 4. In the absence or inability of the President to perform his duties,
the Board or the Chairman thereof may designate a Vice President to exercise the
powers and perform the duties of the President during such absence or inability.

Secretary

SECTION 5. The Secretary 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 the 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.

-4-

<PAGE>

Treasurer

SECTION 6. 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, the Finance Committee or
a duly authorized individual. He shall have charge of all moneys paid to the
Company and shall deposit such 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 Bylaws. He shall also discharge all other duties
that may be required of him by law.

Other Officers

SECTION 7. The other officers shall perform such duties as may be assigned to
them by the President or the Board of Directors. The Board of Directors may
designate the Chairman of the Board or the Vice Chairman as the chief executive
officer of the Company. In such event that person shall assume all authority,
power, duties and responsibilities otherwise appointed to the President pursuant
to Section 3 above, and all references to the President in these Bylaws shall
be regarded as references to the Chairman of the Board or Vice Chairman, as the
case may be, as such chief executive officer, except where a contrary meaning is
clearly required, and provided that in no case shall that person be empowered in
place of the President to sign the certificates for shares of stock of the
Company.

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 chattel or real, assignments or partial releases of mortgages
chattel or real, and in general all instruments of defeasance of property and
all agreements or

-5-

<PAGE>

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 Vice Chairman, 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.

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 withdrawal
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

-6-

<PAGE>

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 to 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.

ARTICLE VIII

Liability and Indemnity

SECTION 1. No person shall be liable to the Company for any loss or damage
suffered by it on account of any action taken or omitted to be taken by him
as director or officer of the Company, or of any other company, partnership,
joint venture, trust or other enterprise for which he serves as a director,
officer or employee at the request of the Company, in good faith, if such
person (a) exercised and used the same degree of care and skill as a prudent
man would have exercised or used under the circumstances in the conduct of
his own affairs, or (b) took or omitted to take such action in reliance upon
advice of counsel for the Company or upon statements made or information
furnished by officers or employees of the Company which he had reasonable
grounds to believe to be true. The foregoing shall not be exclusive of other
rights and defenses to which he may be entitled as a matter of law.

SECTION 2. The Company shall indemnify any person who was or is a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, (other than one by or in the right of the Company) by
reason of the fact that he is or was a director, officer or employee of the
Company, or is or was serving at the request of the Company as a director,
officer or employee of another company, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding had reasonable
cause to believe that his conduct was unlawful.

-7-

<PAGE>

SECTION 3. The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, by or in the right of the Company to procure a judgment in
its favor by reason of the fact that he is or was a director, officer or
employee of the Company, or is or was serving at the request of the Company as a
director, officer or employee of another company, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability and in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.

SECTION 4. Expenses, including attorneys' fees, incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or employee to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Company as authorized hereby.

SECTION 5. The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any statute, bylaw, agreement, vote of shareholders or of disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer or employee and shall inure
to the benefit of the heirs, executors and administrators of such a person.

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 of the
substance thereof. Bylaws amended or adopted by the stockholders may be amended
or repealed by the Directors.

-8-

<PAGE>

This is to certify that the foregoing is a true copy of the Bylaws of ITT
Hartford Life and Annuity Insurance Company in full force and effect on this
29th day of July, 1993.

Attest:

/s/ Dave T. Schrandt
--------------------------------
Dave T. Schrandt
Vice President, Controller

-9-

<PAGE>
[LOGO] ITT HARTFORD

APPLICATION

FOR

LIFE INSURANCE

<PAGE>

AGENT: THIS NOTICE MUST BE REMOVED AND LEFT WITH THE PROPOSED INSURED(S)

HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
National Service Center Address:
P.O. Box 59179
Minneapolis, MN 55459

INVESTIGATIVE CONSUMER REPORT PRE-NOTIFICATION

Federal and state laws require notification that, in connection with your
application, we may request an investigative consumer report. In addition,
such a report may be requested subsequently to update our records if you
apply for additional coverage. You may request to be interviewed in
connection with the preparation of the investigative consumer report. Within
5 business days of receiving your written request, we will inform you whether
or not an investigative consumer report was requested and, if such a report
was requested, the address and telephone number of the investigative agency
to which the request was made. By contacting the local office and providing
proper identification, you may inspect or, for the appropriate fee, receive a
copy of such report. The investigative agency may retain information they
gather and disclose it at a later date to other persons.

Typically the report will contain information as to character, general
reputation, personal characteristics and mode of living, which information is
obtained through an interview with you or an adult member of your family,
employers or business associates, financial sources, friends, neighbors or
others with whom you are acquainted. The information will consist, when
applicable, of a confirmation of your identity, age, residence, marital
status, and past and present employment including occupational duties,
financial information, driving record, sports and recreational activities,
health history, use of alcohol or drugs, if any, living conditions and type of
community.

MEDICAL INFORMATION BUREAU (MIB) PRE-NOTIFICATION

Information regarding your insurability will be treated as confidential.
Hartford Life Insurance Company, Hartford Life and Accident Insurance Company
or ITT Hartford Life and Annuity Insurance Company or its reinsurer(s) may,
however, make a brief report thereon to the Medical Information Bureau, a
non-profit membership organization of life insurance companies, which
operates an information exchange on behalf of its members. If you apply to
another Bureau member company for life or health insurance coverage, or a
claim for benefits is submitted to such a company, the Bureau, upon request,
will supply such a company, with the information in its file.

Upon receipt of a request from you, the Bureau will arrange disclosure of any
information it may have in your file. If you question the accuracy of
information in the bureau's file, you may contact the Bureau and seek a
correction in accordance with the procedures set forth in the Federal Fair
Credit Reporting Act. The address of the Bureau's information office is Post
Office Box 105, Essex Station, Boston, Massachusetts 02112, telephone number
(617)426-3660.

Hartford Life Insurance Company, Hartford Life and Accident Insurance Company
or ITT Hartford Life and Annuity Insurance Company or its reinsurer(s) may
also release information in their files to other life insurance companies to
whom you may apply for life or health insurance, or to whom a claim for
benefits may be submitted.

PERSONAL HISTORY INTERVIEW

To provide you, our client, with the best possible service, we may follow-up
your application for insurance with what we call a personal history
interview. This is a phone call placed from our underwriting office. Its
purpose is to make sure that our application information is accurate and
complete.

We strive to make you the best possible offer for your premium dollar. The
personal history interview gives us the opportunity to gather the information
necessary for fair and prompt processing of your application.

Our interviewers are trained to conduct their calls in a friendly,
professional manner. The nature of the information discussed is always
treated as personal and confidential.

<PAGE>

/ / Hartford Life Insurance Company
/ / Hartford Life and Accident Insurance Company
/ / ITT Hartford Life and Annuity Insurance Company

PART A [LOGO] ITT HARTFORD

1. PROPOSED INSURED INFORMATION -- COMPLETE FOR ALL APPLICATIONS.

a. Name of Proposed Insured b. Age c. Sex d. Height e. Weight
___________________________ ______ ______ _________ _________

f. Date of Birth g. Place of Birth h. Social Sec. No.
___________________________ _____________________ _________________________

i. Residence Address j. How Long? k. Former Residence l. How Long?
________________________ ____________ ______________________ ___________

m. City, State Zip n. City, State Zip
______________________________________ ____________________________________

o. Occupation/Duties p. How Long? q. Employer's Name and Address
________________________________ ____________ ______________________________

2. PROPOSED JOINT INSURED/OTHER COVERED INSURED INFORMATION
-- COMPLETE IF APPLICABLE.

a. Name of Proposed Insured b. Age c. Sex d. Height e. Weight
___________________________ ______ ______ _________ _________

f. Date of Birth g. Place of Birth h. Social Sec. No.
___________________________ _____________________ _________________________

i. Residence Address j. How Long? k. Former Residence l. How Long?
(if different from above)
________________________ ____________ ______________________ ___________

m. City, State Zip n. City, State Zip
______________________________________ ____________________________________

o. Occupation/Duties p. How Long? q. Employer's Name and Address
________________________________ ____________ ______________________________

3. OWNER/BENEFICIARY INFORMATION -- COMPLETE FOR ALL APPLICATIONS.

a. Policy Owner Name and Address. b. Soc. Sec. No. or Tax ID
___________________________

c. Relationship to Proposed Insured(s)
______________________________________

d. Owner is:
___________________________________ / / Individual / / Partnership
/ / Corporation / / Trustee

e. Primary Beneficiary(s). f. Relationship to g. % of Death Benefit
Give full legal names/address. Proposed Insured(s)

_________________________________ ______________________ ____________________

h. Contingent Beneficiary. i. Relationship to Proposed Insured(s)
Give full legal name/address.
________________________________ ____________________________________________

4. LIFE INSURANCE PLAN INFORMATION -- COMPLETE FOR ALL APPLICATIONS.

a. Name of Basic Policy b. Face Amount of Policy (Indicate amount of Basic
Face Amount and Supplemental Face Amount,
if applicable)
_________________________ __________________________________________________

c. Death Benefit Options d. Automatic Premium Loan / / Yes / / No
(Choose One)
/ / Option A (Level) e. Is this Insurance Part of a Qualified
/ / Option B (Return of Account Value) Retirement Plan?
/ / Option C (Return of Premium) / / Yes / / No
/ / Other If "YES", do you work on a full-time
basis?
f. Is this Insurance Part of a / / Yes / / No
Corporate Owned Life
Insurance Plan? g. Premiums to be Paid:
/ / Yes / / No / / Annually / / Semi-annually
/ / Quarterly / / COM
If "YES", If you are an employee,
have you been actively at work h. Send Billing/Correspondence to
at least 30 hours per week for Proposed Insured(s)
the past 90 days doing your usual / / Residence / / Business
duties at your normal place / / Policy Owner / / Other: _______
of work? / / Yes / / No

i. Additional Benefits:
/ / Waiver of Premium / / Accidental Death Benefit

/ / ___% Increase in Face Amount for ___ Year(s)
(Last Survivor Interest Sensitive Life Plans Only)

/ / Increase in Coverage Option Rider
(Individual Variable Life Plans Only)

/ / Additional Insurance Benefit
$___________ Premium for ______ Year(s).

/ / Other: _________________ / / See Attached Sheet

j. Issue Policy if offered on a Requested Policy
Special Class Basis? / / Yes / / No Date:______________

k. Special Requests (Attach Additional sheet if necessary.)
__________________________________________________________

APPLICATION CONTINUED

<PAGE>
PART B
Proposed
ANSWER THE FOLLOWING QUESTIONS AND GIVE DETAILS Proposed Joint/Other
OF "YES" ANSWERS UNDER #/7./ BELOW Insured Covered
Insured
________ ___________
/5./ YES NO YES NO
________________________________________________________ ________ ___________
a. DURING THE PAST 5 YEARS HAVE YOU CONSULTED A
PHYSICIAN OR VISITED A CLINIC OR HOSPITAL AS A
PATIENT? / / / / / / / /
_______________________________________________________________________________
b. Have you had insurance rejected or offered with an
extra premium? / / / / / / / /
_______________________________________________________________________________
c. Do you plan to travel or reside outside the United
States? (If yes, state when, where, how long.) / / / / / / / /
_______________________________________________________________________________
d. Have you smoked cigarettes in the past 12 months? / / / / / / / /
_______________________________________________________________________________
e. Have you used any other form of tobacco or nicotine
replacement therapy in the past 12 months (for
example -- cigar, pipes, chewing tobacco, nicorette
gum, nicotine patch or nasal spray)? (If yes,
specify substance(s).) / / / / / / / /
_______________________________________________________________________________
f. Have you ever been arrested for drug possession, or
had or been advised to have treatment for alcohol or
drug abuse? / / / / / / / /
_______________________________________________________________________________
g. Will you replace or change life insurance or annuities
in any company if this policy is issued? If "yes",
give details. / / / / / / / /
_______________________________________________________________________________

/6./ HAVE YOU EVER HAD OR BEEN TREATED FOR:
a. Diabetes, heart attack, angina, chest pain, stroke,
heart murmur, high blood pressure, or other heart,
blood or circulatory disorder? / / / / / / / /
_______________________________________________________________________________
b. Emotional or nervous disorder, epilepsy, convulsions,
brain or spinal cord disorder, cancer or tumor? / / / / / / / /
_______________________________________________________________________________
c. Any disease of the kidney, liver, lung, lymph glands,
muscles, bones, stomach or intestines, AIDS, AIDS
Related Complex or any immune deficiency disorder? / / / / / / / /
_______________________________________________________________________________
Question NAME OF /7./ GIVE COMPLETE DETAILS INCLUDING NAMES AND
Number PERSON ADDRESSES OF DOCTORS AND HOSPITALS.
- -------- ---------------------- ----------------------------------------

________ _____________________ ________________________________________

________ _____________________ ________________________________________
_______________________________________________________________________________
/8./ DO YOU HAVE LIFE INSURANCE IN FORCE OR APPLIED FOR? GIVE COMPANY, AMOUNT,
PLAN, ISSUE YEARS, OWNERSHIP AND IF WAIVER OF PREMIUM OR ACCIDENTAL DEATH
BENEFITS ARE INCLUDED.
--------------------------------------------------------------------------
Proposed Insured YES / / NO / / Proposed Joint Insured YES / / NO / /
________________________________ _______________________________________
________________________________ _______________________________________
________________________________ _______________________________________
________________________________ _______________________________________
______________________________________________________________________________
/9./ VARIABLE LIFE PLAN INFORMATION -- COMPLETE IF APPLICABLE.
a. Dollar Cost Averaging Option h. NET PREMIUM ALLOCATION. SELECT
/ / YES / / NO UP TO 9 SUBACCOUNTS. (0 OR
(Available on an Annual Mode Only) MINIMUM OF 10%. MUST TOTAL 100%)
b. Guarantee Period IF USING SUPPLEMENT, DISREGARD
____________________________________ THIS SECTION.
%
SUITABILITY YES NO FUND NAME ALLOCATED
c. Do your believe that this ____________________ _________%
policy will meet your ____________________ _________%
insurance need and financial ____________________ _________%
objectives? ____________________ _________%
_________________________________________ ____________________ _________%
d. DO YOU UNDERSTAND THAT THE ____________________ _________%
AMOUNT AND DURATION OF THE ____________________ _________%
DEATH BENEFIT MAY VARY, ____________________ _________%
DEPENDING ON THE INVESTMENT ____________________ _________%
PERFORMANCE OF THE VARIABLE FIXED ACCOUNT
ACCOUNTS IN THE SEPARATE ____________________ _________%
ACCOUNT?
___________________________________________ ________________________________
e. DO YOU UNDERSTAND THAT THE
POLICY VALUES MAY INCREASE OR
DECREASE, DEPENDING ON THE
INVESTMENT PERFORMANCE OF THE
VARIABLE ACCOUNTS IN THE
SEPARATE ACCOUNT?
___________________________________________
f. Did you receive the separate
account prospectus for the
policy applied for?
___________________________________________
g. Date of Separate Account
Prospectus: ___________________________
___________________________________________

APPLICATION CONTINUED

Form HL-14622

<PAGE>
PART C
Proposed
HAZARDOUS ACTIVITIES OF PROPOSED INSURED(S) Proposed Joint/Other
-- COMPLETE FOR ALL APPLICATIONS. Insured Covered
Insured
PLEASE ANSWER ALL QUESTIONS "YES" OR "NO." ________ ___________
/10./ EXPLAIN "YES" ANSWERS IN THE SPACE PROVIDED. YES NO YES NO
________________________________________________________ ________ ___________
a. Within the past 3 years, have you been convicted of,
pleaded guilty or no contest to:
(I). three or more moving violations and/or
accidents? / / / / / / / /
(II). driving under the influence of alcohol and/or
drugs? / / / / / / / /
IF "YES", EXPLAIN:
_______________________________________________________________________________
b. Have you ever been convicted of a felony or
misdemeanor other than a minor traffic violation? / / / / / / / /
IF "YES", EXPLAIN:
_______________________________________________________________________________
c. Are you a member, or do you intend to become a
a member, of the armed forces, including the
Reserves? / / / / / / / /
IF "YES", EXPLAIN:
_______________________________________________________________________________
d. Except for vacation trips, do you intend to travel
outside the U.S. or Canada within the next two years? / / / / / / / /
IF "YES", EXPLAIN:
_______________________________________________________________________________
e. Do you participate in aeronautics (hand-gliding,
soaring, sky-diving, ballooning, etc.)? / / / / / / / /
IF "YES", EXPLAIN:
_______ ______ ______________________ _____________
Jumps/ Total # Name of Club Date of Last
Flight of Jumps/ Flight/Jump
per year Flights
________ _______ ______________________ ______________
________________________________________________________________________________
f. Do you race, test or stunt drive automobiles,
motorcycles, motor boats, or jet powered vehicles,
or do you use or race snow mobiles, dirt bikes,
dune buggies, etc.? IF "YES", COMPLETE BELOW: / / / / / / / /
____________ ________________ ____________ ____________
Type of Type of terrain/ # of Races Date of Last
Vehicle race/course or Uses/year Race or Use
____________ ________________ ____________ _____________
_______________________________________________________________________________
g. Do you participate in skin or scuba diving?
IF "YES", COMPLETE BELOW: / / / / / / / /
__________ __________ ____________________ ____________
Depth of # of Times Name of Club Date of Last
Dives per Year Dive
___________ __________ ____________________ ____________
______________________________________________________________________________
h. Do you participate in any other hazardous sports
or activities (mountain climbing, competitive
skiing, rodeos, etc.? IF "YES", EXPLAIN: / / / / / / / /

_______________________________________________________________________________
i. Have you ever engaged in or do you plan to engage
in any aviation activity other than as a fare-paying
passenger? IF "YES", COMPLETE THE REMAINDER OF THIS
SECTION. / / / / / / / /
_______________________________________________________________________________
j. What types and kinds of planes do you fly or intend
to fly?
-----------------------------------------------------------------------------
PILOT-MILITARY
PERSON FLIGHT STATUS OR RESERVE PILOT-CIVILIAN CREW MEMBER
----------- ----------------- --------------- ---------------- --------------
Hours flown
Past 12 mos.
----------- ----------------- --------------- ---------------- --------------
Hours flown
1-2 yrs. ago
----------- ----------------- --------------- ---------------- --------------
Hours next
12 months
----------- ----------------- --------------- ---------------- --------------
TOTAL SOLO HRS TOTAL HOURS FLOWN AS A PILOT DATE OF LAST FLIGHT
----------- ----------------- ---------------------------- -------------------
_______________________________________________________________________________
k. Type of Pilot's Certificate(s) or Rating(s)? (check as appropriate)
/ / Student / / Private / / Commercial / / ATR / / IFR
Year Issued:____________
_______________________________________________________________________________
l. If aviation avocation does not qualify for aviation coverage without
additional premium, issue policy as follows:
/ / Aviation Coverage with Extra Premium / / Aviation Exclusion Rider
________________________________________________________________________________

REMARKS -- IDENTIFY QUESTION, PROPOSED INSURED, AND ADDITIONAL DETAILS

________________________________________________________________________________
APPLICATION CONTINUED

Form HL-14622

<PAGE>
PART D
/11./ AGREEMENT AND ACKNOWLEDGEMENT -- COMPLETE FOR ALL APPLICATIONS.
_______________________________________________________________________________
Each of the undersigned declares that: the statements and answers contained
in this application are complete and true to the best of each person's
knowledge and belief; and each agrees that coverage can take effect only if
the Proposed Insured(s) is/are alive and all answers material to the risk are
still true and complete when the policy is delivered and paid for. I/We agree
that the statements and answers contained in this application shall form the
basis of any contract for life insurance that may be issued; and, a copy of
this application shall be attached to and made part of the policy. I/We have
received a copy of the Company Compliance Illustration for the life insurance
applied for herein.

I/We agree that only an Officer of the Company may alter the terms of the
application, the Conditional Receipt or the policy, or waiver any of the
Company's rights or requirements.

Signed at__________________________ this _______ day of _____________ 19 ____.

X _____________________________________ _____________________________________
Signature of Proposed Insured SIGNATURE OF PROPOSED JOINT
(Parent or Guardian if under INSURED/OTHER COVERED INSURED
15 years of Age) (PARENT OR GUARDIAN IF UNDER
15 YEARS OF AGE)

Owner's Social Security/Tax I.D. No.___________
Under penalties of perjury, I certify that
the above is my correct Tax I.D. Number. I
also certify that the Internal Revenue X_________________________________
Service has not notified me that I am Signature of Applicant/Owner
subject to backup withholding. if other than Proposed Insured(s)

$ ______________________________________ ____________________________________
Amount Received with Application Signature of Licensed Agent

_______________________________________________________________________________
/12./ AUTHORIZATION TO OBTAIN, RELEASE, AND DISCLOSE INFORMATION
-- COMPLETE FOR ALL APPLICATIONS.
- -------------------------------------------------------------------------------
I authorize Hartford Life Insurance Company, Hartford Life and Accident
Insurance Company or ITT Hartford Life and Annuity Insurance Company
(Hartford) to complete a Personal History Interview and to obtain an
Investigative Consumer Report on me or on my children. I authorize the
release of any medical or non-medical information that relates to: (1) past
or current health conditions including illnesses; sicknesses; diseases;
disabilities; disorders; accidents; or injuries; (2) confinements in any
hospital; medical facility; or medical clinic; (3) outpatient treatment in
any hospital; hospital emergency room; medical facility; or clinic; (4)
treatment for alcohol abuse; drug abuse; or mental health protected by
Federal Law.

This information may be released by any person or organization that has
records or knowledge of my health or of the health of my children, if they
are applying for insurance. This includes any doctor; medical professional;
health practitioner; therapist; counselor; hospital; clinic; insurer;
reinsurer; consumer reporting firm; employer or the Medical Information
Bureau (MIB). This information may be released for the purpose of determining
eligibility for insurance under a new or an existing policy.

This information may be released to Hartford or to their legal
representative. I understand that the MIB will release records of information
only to Hartford.

Hartford may release the information in their file(s) to: their reinsurers;
the MIB; any other insurance company to whom I or my children apply for life
or health insurance; or other persons and/or organizations performing
business or legal services in connection with this application or a claim.
Except as specified, this information will not be given, sold or transferred
to any person without first obtaining my consent. This consent must be
written and state the use and the need for such information.

I understand that if I request details about any of the medical information
gathered about me or my children which relates to this application; (a) the
medical information; and, (b) the identity of the medical care institution or
the medical person who provided the information; shall be released to me or
to a licensed medical person of my choice.

Upon written request, I will receive details of the method I must use to
exercise my rights to access, correct and amend any information gathered
about me or my children which relates to this application. I may revoke, upon
written request, the right to use this consent form except to the extent that
action has already been taken. A photocopy of this consent form is as valid
as the original. When requested in writing, I will receive a copy of this
form. This consent form will expire: two years from the date of the contract;
or, one year from the date below, if no contract has yet been issued.

Dated __________________ Signed X_____________________________________________
Proposed Insured
(Parent or Guardian if under 15 years of Age)

Dated __________________ Signed X_____________________________________________
PROPOSED JOINT INSURED/OTHER COVERED INSURED
(PARENT OR GUARDIAN IF UNDER 15 YEARS OF AGE)

_______________________________________________________________________________
APPLICATION CONTINUED
Form HL-14622

<PAGE>
PART E AGENT INFORMATION -- COMPLETE FOR ALL APPLICATIONS.
_______________________________________________________________________________
1. How well do you know the Proposed Insured(s)?
_______________________________________________________________________________
2. Do you have knowledge or reason to believe that replacement of existing
life insurance or annuities is involved in this transaction?
_______________________________________________________________________________
3. Personal History Interview

Most convenient time to call / / Morning / / Afternoon

Place to call / / Home / / Business / / Phone number _____________

May we interview the Spouse of an adult member of
the family: / / Yes / / No

Show any unusual name pronunciation phonetically. _________________________
_______________________________________________________________________________
4. Estimated annual income, net worth and marital status of
Proposed Insured(s)?
_______________________________________________________________________________
5. Give the purpose of this insurance and nature of the Owner/Applicant's
insurance interest.
_______________________________________________________________________________
6. Policy Information: (Compliance illustration must accompany each
application.)
Annual Scheduled Premium: First Year $_________ Subsequent Years $_________
______________________________________________________________________________
7. This Application is submitted on the following basis:
/ / Medically / / Non-medically / / Other
Has a medical examination been arranged? / / Yes / / No
_______________________________________________________________________________
REMARKS -- IDENTIFY QUESTION AND GIVE DETAILS

_______________________________________________________________________________
If the application package is not being submitted through your Broker/Dealer,
contact the Broker/Dealer for their suitability requirements. We suggest you
send your Broker/Dealer a copy of Part A (Page 1), Section 9, (Page 2)
(Suitability and fund selection) and Part E (Agent Information) of the
application, along with a copy of the illustration used in the final sale.
_______________________________________________________________________________
PRODUCER CERTIFICATION -- COMPLETE FOR ALL APPLICATIONS.
_______________________________________________________________________________
1. I CERTIFY that I asked each question separately; the answers were recorded
as given; and, they are complete and accurate to the best of my knowledge
and belief.
2. I CERTIFY that I am duly licensed in the state in which this application
was signed.
3. I have given the Proposed Insured(s) the appropriate Disclosure documents.
4. For Variable Life Business, I CERTIFY that I am a NASD Registered
Representative.
5. I have complied with state and federal laws on disclosure, cost comparison
and replacement.
6. I have reviewed the purchase of this insurance policy as to suitability.
X_______________________________________ _____________________________
Signature(s) of Writing Agent(s). Writing Agent's Code Number
_______________________________________________________________________________
PAY COMMISSIONS AS INDICATED BELOW
(Commission splits are at Writing Agent Level) SPLIT
______________________________________________________________________|________
AGENT NAME AGENT CODE SOCIAL SEC./TAX I.D. 1st Yr. Renewal
- ------------------------- ---------- ------------------- ------- -------
_________________________ __________ ___________________ _______ _______
_________________________ __________ ___________________ _______ _______
_________________________ __________ ___________________ _______ _______
Sales Office
Use Only: F.O.#____ Staff Code ___ Advanced Und. Code ___ Marketing Code __
_______________________________________________________________________________
WHEN CONDITIONAL RECEIPT CAN BE USED
- -------------------------------------------------------------------------------
An advance payment may be accepted and the Conditional Receipt may be given
ONLY under the following conditions:
1. The advance premium is at least equal to the amount of the full first
premium for the mode selected.
2. The answers in Part B, questions 5f and 6 are "NO".
3. The Proposed Insured(s) appear to be standard risks in all respects.
4. The Conditional receipt is given and the advance premium is collected only
at the time the application is taken and signed.
5. The application does not contain a request for postdating.
6. The agent does not make an advance payment for the Proposed Insured or
Applicant. If this is done, loss of the agent's license could result.
7. The proposed Insured(s) is/are 75 years old or less, age last birthday.
8. The amount of insurance applied for does not exceed $500,000.
_______________________________________________________________________________
AGENT'S REPORT

<PAGE>
CONDITIONAL RECEIPT

VALID FOR USE WITH LIFE INSURANCE ON PROPOSED INSURED(S) AGE 75 OR LESS WITH
THE AMOUNTS OF INSURANCE APPLIED FOR NOT IN EXCESS OF $500,000.

If any person proposed for coverage has answered "Yes" to question 5f or 6,
no payment may be accepted with the application.

1. NO COVERAGE WILL BECOME EFFECTIVE PRIOR TO DELIVERY OF THE POLICY
APPLIED FOR UNLESS AND UNTIL ALL THE CONDITIONS OF THIS RECEIPT HAVE BEEN
FULFILLED EXACTLY:

(a) The amount of payment taken with the application must be at
least equal to the amount of the full first premium for the mode of payment
selected in the application and for the amount of insurance which may become
effective prior to delivery of the policy.

(b) All medical examinations, test, x-rays and electrocardiograms
required by the Company must be completed and received at its National
Service Center in Minneapolis, Minnesota within 60 days from the date of
completion of Part 1 of this application.

(c) As of the effective date, as defined below, each person proposed
for insurance in this application must be a risk insurable in accordance with
the Company's rules, limits, and standards for the plan and the amount applied
for without any modification either as to plan, amount, riders and/or the
rate of premium paid.

(d) As of the effective date, the state of health and all factors
affecting the insurability of each and every person proposed for insurance
must be as stated in the application.

2. Subject to the conditions of paragraph 1, insurance, as provided by
the terms and conditions of the policy applied for and in use on the
effective date, but for an amount not exceeding that specified in paragraph
3, will become effective as of the effective date. "Effective date", as used
herein, is the later of: (a) the date of completion of Part 1 of the
application, or (b) the date of completion of all medical examinations,
tests, x-rays and electrocardiograms required by the Company. The effective
date is determined separately for each person proposed for coverage.

3. The total amount of insurance which may become effective on any
person proposed for insurance shall not exceed $500,000 of life insurance,
including any accidental death insurance benefits.

4. If one or more of the conditions of paragraph 1 have not been
fulfilled exactly, there shall be no liability on the part of the Company
except to return the applicable payment in exchange for this Receipt.

5. NO AGENT OR ANY OTHER PERSON IS AUTHORIZED BY THE COMPANY TO WAIVE
OR MODIFY IN ANY WAY ANY OF THE PROVISIONS OF THIS CONDITIONAL RECEIPT.

If all the conditions are not fulfilled exactly, the insurance will take
effect when the policy is delivered to the owner stated in the application;
but only if at the time of such delivery there has been no change in
insurability as represented in the application.

All premium checks must be made payable to the Insurance Company. Do not make
checks payable to the agent or leave the payee blank.

Received a check totaling $____________from ________________________ in
connection with the application for life insurance totaling $__________,
bearing the same date as this Conditional Receipt.

Dated at ________________________ this _______ day of _____________, 19___.

_________________________________
Signature of Agent

I acknowledge possession of this receipt and I certify that I have read it
and the agreement in the application. The terms and conditions of this
receipt, to which I agree, and the agreement in this application have been
explained to me fully by the agent and I understand them.

X________________________________
Signature of Applicant

THIS RECEIPT IS TO BE DETACHED AND GIVEN TO THE APPLICANT AT THE TIME OF
APPLICATION IF ANY MONEY IS TAKEN

HO COPY

<PAGE>

EXHIBIT A.(11)

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY'S
DESCRIPTION OF TRANSFER AND REDEMPTION PROCEDURES AND
METHOD OF COMPUTING ADJUSTMENTS IN PAYMENTS AND
CASH VALUES UPON CONVERSION TO
FIXED BENEFIT POLICIES

This document sets forth, as required by Rule 6e-3(T)(b)(12)(ii), the
administrative procedures that will be followed by ITT Hartford Life and Annuity
Insurance Company ("ILA") in connection with the issuance of its modified
flexible premium variable life insurance policy (the "Policy"), the transfer of
assets held thereunder, and the redemption by Policy Owners of their interests
in said Policies. The document also describes the method that ILA will use in
adjusting the payments and cash values when a Policy is exchanged for a fixed
benefit insurance policy pursuant to Rule 6e-3(T)(b)(13)(v)(B).

TRANSFER AND REDEMPTION PROCEDURES

I. PURCHASE AND RELATED TRANSACTIONS

A. PREMIUM SCHEDULES AND UNDERWRITING STANDARDS

This Policy is a flexible premium policy. During the Guarantee Period, if
Scheduled Premium Payments are made, the Policy will remain in force.
Premiums for the Policies will not be the same for all Policy Owners. The
amount of the Scheduled Premium is based upon the Insured's Age, premium
class and the Initial Face Amount of the Policy. The Policies will be
offered and sold pursuant to established underwriting standards and in
accordance with state insurance laws, which prohibit unfair discrimination
among Policy Owners, but recognize that premiums must be based upon factors
such as age, health or occupation.

B. APPLICATION AND INITIAL PREMIUM PROCESSING

Upon receipt of a completed application, ILA will follow certain insurance
underwriting (i.e., evaluation of risks) procedures designed to determine
whether the applicant is insurable. This process may involve such
verification procedures as medical examinations and may require that
further information be provided by the proposed Insured before a
determination can be made. A Policy will not be issued and consequently a
Policy Issue Date established, until this underwriting procedure has been
completed.

If a premium is submitted with the Policy application, insurance coverage
will begin immediately if the proposed Insured is insurable at a standard
rate under a conditional receipt agreement. Otherwise, insurance coverage
will not begin until the Policy's Issue Date. In either case, the Policy
when issued will be effective from the date ILA receives the initial
premium at its National Service Center.

<PAGE>

If a premium is not paid with the application, insurance coverage will
begin and the Policy will be effective on the later of the date the
underwriting determination is made or on the date the premium is received.

C. PREMIUM ALLOCATION

In the application for a Policy, the Policy Owner can allocate the initial
premium among the Fixed Account and various Sub-Accounts. ILA will
allocate the entire premium to the Hartford Money Market Sub-Account. At a
later date, the value of the Policy Owner's interest in the Hartford Money
Market Sub-Account will be allocated among the Fixed Account and the
Sub-Accounts of Separate Account VL I in accordance with the Policy Owner's
instructions in the application for insurance. You may select up to five
(5) Funds to allocate your premium. An allocation to any one Fund must be
for 10% or more, in whole percentages.

D. POLICY LOANS

A Policy Owner may obtain a cash loan from ILA, which is secured by the
Policy. The aggregate amount of all loans (including the currently applied
for loan) may not exceed 90% of the Cash Value at the time a loan is
requested.

The amount of each loan will be transferred on a Pro Rata Basis from each
of the Sub-Accounts (unless the Policy Owner specifies otherwise) to the
Loan Account. The Loan Account is a mechanism used to ensure that any
outstanding Indebtedness remains fully secured by the policy values.

LOAN INTEREST

Interest will accrue daily on the Indebtedness at the Policy Loan Interest
Rate indicated in the Policy. The difference between the value of the Loan
Account and the Indebtedness will be transferred on a pro rata basis from
the Sub-Accounts to the Loan Account on each Monthly Activity Date.

CREDITED INTEREST

During the first ten Policy Years, any amounts in the Loan Account will be
credited with interest at a rate equal to the Policy Loan Rate, minus 2%.
For Policy Years 11 and beyond, except for Preferred Loans described below,
the Loan Account will be credited with interest at a rate equal to the
policy Loan Rate applicable to that Indebtedness, minus 1%.

PREFERRED LOAN

<PAGE>

amount of the Loan Account which equals a Preferred Loan will be credited
with interest at a rate equal to the Policy Loan Rate. The amount of
Indebtedness that qualified as a Preferred Loan is determined on each
Monthly Activity Date.

LOAN REPAYMENTS

You can repay the any part of or the entire loan at any time.

The amount of loan repayment will be deducted from the Loan Account and
will be allocated among the Fixed Account and Sub-Accounts in the same
percentage as premiums are allocated.

TERMINATION DUE TO EXCESSIVE INDEBTEDNESS

If total Indebtedness equals or exceeds the Cash Value, the Policy will
terminate 61 days after we have mailed notice to your last known address
and that of any assignees of record. If sufficient loan repayment if not
made by the end of the Grace Period, the Policy will end without value.

EFFECT OF LOANS ON ACCOUNT VALUE

A loan, whether or not repaid, will have a permanent effect on the Account
Value because the investment results of each Sub-Account will apply only to
the amount remaining in such Sub-Accounts. In addition, the rate of
interest credited to the Fixed Account will usually be different than the
rate credited to the Loan Account. The longer a loan is outstanding, the
greater the effect is likely to be. The effect could be favorable or
unfavorable. If the Fixed Account and Sub-Accounts earn more than the
annual interest rate for funds held in the Loan Account, a Policy Owner's
Account Value will not increase as rapidly as it would have had no loan
been made. If the Fixed Account and Sub-Accounts earn less than the Loan
Account, the Policy Owners Account Value will be greater than it would have
been had no loan been made. Also, if not repaid, the aggregate amount of
the outstanding loan (i.e., the Indebtedness) will reduce the Death
Proceeds and Cash Surrender Value otherwise payable.

II. TRANSFER AMONG INVESTMENT DIVISIONS

The Separate Account currently has 22 Sub-Accounts, each of which invests in
shares of an open-end diversified management investment company registered with
the Commission and a Fixed Account. At any time, the Policy Owner may transfer
value among the Funds or the Fixed Account. We reserve the right at a future
date to limit the size of transfers and remaining balances and to limit the
number and frequency of transfers.

A transfer will take effect on the date the written request (or telephone
request) is received at ILA unless a later date is designated in the request for
transfer. A transfer between the Loan Accounts and the Separate Account
incident to the repayment or making of a loan under the Policy will not be
considered a transfer. A transfer from the Money Market Fund at the end of

<PAGE>

the Right to Cancel Period or a transfer arising because of a substitution of
securities by ILA will also not be considered a transfer.

III. "REDEMPTION" PROCEDURES: SURRENDER AND RELATED TRANSACTIONS

A. SURRENDER FOR CASH VALUE

At any time before the death of the Insured and while the Policy is in
force, the Policy Owner may completely surrender the Policy by written
request. The surrender payment from the Sub-Accounts will be made within
seven days after ILA receives the written request, unless payment is
postponed pursuant to the relevant provision of the Investment Company Act
of 1940. The surrender payment from the Fixed Account may be postponed up
to six months under state law. The surrender payment will equal the
Policy Owner's Cash Surrender Value.

B. PARTIAL WITHDRAWALS

After the Guarantee Period, partial withdrawals are allowed. The
minimum partial withdrawal allowed is $500.00. The maximum partial
withdrawal is the Cash Surrender Value, less $1,000.00 A partial
withdrawal charge of up to $50.00 may be charged. One partial
withdrawal is allowed each Policy Year. The Face Amount is reduced by
the amount of the Partial Withdrawal. Unless specified otherwise, the
Partial Withdrawal will be deducted on a Pro Rata Basis from the Fixed
Account and the Sub-Accounts.

C. BENEFIT CLAIMS

As long as the Policy remains in force, ILA will usually pay the Death
Proceeds to the named Beneficiary within seven days after receipt of due
proof of death of the Insured unless the Policy is contested. Payment of
the Death Proceeds may be postponed as permitted pursuant to the relevant
provisions of the Investment Company Act of 1940 and up to six months if
the Account Values were in the Fixed Account.

The Death Proceeds equal the Death Benefit under the Policy less all
outstanding loans. The Death Benefit will be determined on the date ILA
receives written notice of death and is a function of the Death Benefit
Option chosen by the Policy Owner.

In lieu of payment of the death proceeds in a single sum, an election may
be made to apply all or a portion of the proceeds under one of the fixed
benefit settlement options described in the Policy or a combination of
options. The election may be made by the Policy Owner during the
Insured's lifetime. The Beneficiary may make or change an election within
90 days of the death of the Insured, unless the Policy Owner has made an
irrevocable election. The fixed benefit settlement options are subject to
the restrictions and limitations set forth in the Policy.

D. POLICY LAPSATION

During the Guarantee Period: If, on any given Monthly Activity Date the
Policy Surplus for that Policy Year is zero or less than the Indebtedness,
all Schedule Premiums due in that Policy Year, on or before that date,
must be paid. For any such Scheduled Premium not paid on or before its
due date, We will allow a Grace Period which ends 61 days after that
Monthly Activity Date. During this time the Policy will continue in
force. If any such Scheduled Premium is not paid by the end of this Grace
Period, the Policy will terminate except as provided under the
Non-Forfeiture Options or unless You have elected the Automatic Premium
Loan Option.

<PAGE>

After the Guarantee Period: The Policy will terminate 61 days after a
Monthly Activity Date on which the Cash Surrender Value is less than zero.
The 61-day period is the Grace Period. If sufficient premium is not paid
by the end of the Grace Period, the Policy will terminate without value.
ILA will mail the Owner and any assignee written notice of the amount of
premium that will be required to continue the Policy in force at least 61
days before the end of the Grace Period. The premiums required will be no
greater than the amount required to pay three (3) Monthly Deduction
Amounts as of the day the Grace Period began. If that premium is not paid
by the end of the Grace Period, the policy will terminate.

If the Policy lapses, the Policy Owner may reinstate the Policy by payment
of the reinstatement premium (and any applicable charges) shown in the
Policy. A request for reinstatement may be made at any time within five
years of lapse. If a loan was outstanding at the time of lapse, ILA will
require repayment of the loan before permitting reinstatement or the loan
will also be reinstated. In addition, ILA reserves the right to require
satisfactory evidence of insurability.

E. POLICY LOANS

See "Purchase and Related Transactions," Section I. D. on page 2 of this
Exhibit.

CASH ADJUSTMENT UPON EXCHANGE OF POLICY

If the Policy is in effect, The Policy Owner may exchange it:

1. any time during the 24 months following its Date of Issue;
2. for a permanent life insurance contract offered by ILA on the life of the
Insured;
3. without evidence of insurability.

The new policy will be issued by ILA:

1. with an amount at risk which equals or is less than the amount at risk in
effect on the Exchange Date;
2. with premiums based on the same risk classification as the Policy.

This exchange is subject to adjustments in payments and Account Values to
reflect variances, if any, in the payments and Account Values under the Policy
and the new policy.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

POWER OF ATTORNEY

Bruce D. Gardner
Joseph H. Gareau
Joseph Kanarek
Thomas M. Marra
Lowndes A. Smith
Lizabeth H. Zlatkus

do hereby jointly and severally authorize Lynda Godkin and/or Scott K.
Richardson to sign as their agent, any Registration Statement, pre-effective
amendment, and any post-effective amendment of the ITT Hartford Life and Annuity
Insurance Company under the Securities Act of 1933 and/or the Investment Company
Act of 1940.

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

/s/ Bruce D. Gardner Dated:
- -------------------------------- --------------------------------
Bruce D. Gardner

/s/ Joseph H. Gareau Dated:
- -------------------------------- --------------------------------
Joseph H. Gareau

/s/ Joseph Kanarek Dated:
- -------------------------------- --------------------------------
Joseph Kanarek

/s/ Thomas M. Marra Dated:
- -------------------------------- --------------------------------
Thomas M. Marra

/s/ Lowndes A. Smith Dated:
- -------------------------------- --------------------------------
Lowndes A. Smith

/s/ Lizabeth H. Zlatkus Dated:
- -------------------------------- --------------------------------
Lizabeth H. Zlatkus

<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 Filing on Form S-6 for ITT Hartford Life and Annuity
Insurance Company Separate Account VL I.

/s/ Arthur Andersen LLP

Hartford, Connecticut
January 19, 1996

<PAGE>

[ITT HARTFORD LETTERHEAD]

June 8, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sirs;

This opinion is furnished in connection with the registration statement under
the Securities Act of 1933 as amended, of a certain flexible premium variable
life insurance policy (the "Policy") that will be offered and sold by ITT
Hartford Life and Annuity Insurance Company and certain units of interest to be
issued in connection with the Policy.

The hypothetical illustrations of the Policy used in this Registration Statement
accurately reflect reasonable estimates of projected performance of the Policy
under the stipulated rates of investment return, the contractual expense
deductions and guaranteed cost-of-insurance rates, and utilizing a reasonable
estimation for expected fund operating expenses.

I hereby consent to the use of this opinion as an exhibit to the Securities Act
Registration Statement on Form S-6 and to the reference to my name under the
heading "Experts" in the Prospectus included in the Securities Act Registration
Statement.

Very truly yours,

/s/ Ken A. McCullum

Ken A. McCullum
Director Individual Life
Product Development