HARTFORD LIFE INSURANCE CO
424B3, 1998-05-05
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<PAGE>
 

                    CRC-REGISTERED TRADEMARK- COMPOUND RATE
                                   CONTRACT
                     MODIFIED GUARANTEED ANNUITY CONTRACT
                        HARTFORD LIFE INSURANCE COMPANY
                                 P.O. BOX 5085
                       HARTFORD, CONNECTICUT 06102-5085
   [LOGO]                  TELEPHONE: 1-800-862-6668
 
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This  Prospectus describes participating  interests in a  group deferred annuity
Contract and  individual  deferred  annuity Contracts.  Both  are  designed  and
offered  to  provide  retirement  programs  for  you  if  you  are  an  eligible
individual. With respect  to the  group Contract,  eligible individuals  include
persons  who have  established accounts  with certain  broker-dealers which have
entered into a distribution  agreement to offer  participating interests in  the
Contract,   and  members  of  other   eligible  groups.  (See  "Distribution  of
Contracts," page  14.) An  individual deferred  annuity Contract  is offered  in
certain  states and to certain trusts. Certain Qualified Plans may also purchase
the Contract. (See Appendix A).

 

For a description of  individual Contracts issued in  certain states where  this
Contract  has  not  been approved,  see  Appendix  B. Participation  in  a group
Contract will  be separately  accounted for  by the  issuance of  a  Certificate
evidencing  your  interest under  the Contract.  Participation in  an individual
Contract is evidenced  by the issuance  of an individual  annuity Contract.  The
Certificate  and individual  annuity Contract are  hereafter referred  to as the
"Contract."

 
A minimum single purchase payment of at least $5,000 for Non-Qualified Contracts
($2,000 for Qualified Contracts) must accompany the application for a  Contract.
Hartford  Life Insurance  Company ("Hartford") reserves  the right  to limit the
maximum single purchase payment amount. No additional payment is permitted on  a
Contract although eligible individuals may purchase more than one Contract. (See
"Application and Purchase Payment," page 8.)
 
Purchase  payments  become  part of  the  general assets  of  Hartford. Hartford
intends generally  to invest  proceeds from  the Contracts  in  investment-grade
securities. (See "Investments by Hartford," page 13.)
 
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ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY ANY BANK,
NOR  ARE  THEY  INSURED BY  THE  FDIC;  THEY ARE  SUBJECT  TO  INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

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FOR A  MORE DETAILED  DESCRIPTION  OF THE  RISKS  ASSOCIATED WITH  PURCHASING  A
CONTRACT, PLEASE REFER TO PAGES THROUGH OF THIS PROSPECTUS.

- --------------------------------------------------------------------------------
 
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.
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THE DATE OF THIS PROSPECTUS IS MAY 1, 1998

<PAGE>
2                                                HARTFORD LIFE INSURANCE COMPANY
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                             AVAILABLE INFORMATION
 

    Hartford is  subject to  the informational  requirements of  the  Securities
Exchange  Act of 1934, as amended (the  "1934 Act"), and in accordance therewith
files reports and other information with the Securities and Exchange  Commission
(the  "Commission"). Such  reports and  other information  can be  inspected and
copied at the public  reference facilities of the  Commission at Room 1024,  450
Fifth  Street, N.W., Washington, D.C., and  at the Commission's Regional Offices
located at 75 Park Place, New York, New York and Northwestern Atrium Center, 500
West Madison Street,  Suite 1400,  Chicago, Illinois. Copies  of such  materials
also  can be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The  Commission
maintains  a WebSite that contains reports, proxy and information statements and
other information regarding Hartford, which files such documents  electronically
with the Commission, at the following address: http://www.sec.gov.

 
    Hartford  has filed a registration  statement (the "Registration Statement")
relating to the Contracts offered by  this Prospectus with the Commission  under
the  Securities Act  of 1933. This  Prospectus has been  filed as a  part of the
Registration Statement and does not contain all of the information set forth  in
the Registration Statement and exhibits thereto, and reference is hereby made to
such  Registration Statement  and exhibits  for further  information relating to
Hartford and the Contracts. The Registration Statement and the exhibits  thereto
may  be inspected and copied, and copies can be obtained at prescribed rates, in
the manner set forth in the preceding paragraph.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 

    The Annual Report on Form 10-K for the fiscal year ended December 31,  1997,
dated March 31, 1998, previously filed by Hartford with the Commission under the
1934 Act is incorporated herein by reference.

 

    Hartford  will provide without charge to each  person to whom a copy of this
Prospectus has been delivered, upon the written or oral request of such  person,
a  copy  of  the document  referred  to  above which  has  been  incorporated by
reference in this Prospectus, other than exhibits to such document. Requests for
such copies should  be directed  to Hartford  Life Insurance  Company, P.O.  Box
5085, Hartford, Connecticut 06102-5085, telephone: 1-800-862-6668.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                3
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                               TABLE OF CONTENTS

 

<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 <C>   <C> <C>                                                           <C>
 SUMMARY...............................................................    5
 GLOSSARY OF SPECIAL TERMS.............................................    7
 DESCRIPTION OF CONTRACTS..............................................    8
 A. Application and Purchase Payment...................................    8
 B. Accumulation Period................................................    8
    1. Initial and Subsequent Guarantee Periods........................    8
    2. Establishment of Guarantee Rates and Current Rates..............    9
    3. Surrenders......................................................   10
       (a) General.....................................................   10
       (b) Surrender Charge............................................   10
       (c) Market Value Adjustment.....................................   10
       (d) Special Surrenders..........................................   11
    4. Guarantee Period Exchange Option................................   11
    5. Premium Taxes...................................................   11
    6. Death Benefit...................................................   11
    7. Payment Upon Partial or Full Surrender..........................   12
 C. Annuity Period.....................................................   12
    1. Electing the Annuity Commencement Date and Form of Annuity......   12
    2. Change of Annuity Commencement Date or Annuity Option...........   12
    3. Annuity Options.................................................   12
    4. Annuity Payment.................................................   13
    5. Death of Annuitant After Annuity Commencement Date..............   13
 INVESTMENTS BY HARTFORD...............................................   13
 AMENDMENT OF CONTRACTS................................................   14
 ASSIGNMENT OF CONTRACTS...............................................   14
 DISTRIBUTION OF CONTRACTS.............................................   14
 FEDERAL TAX CONSIDERATIONS............................................   14
 A. General............................................................   14
 B. Taxation of Hartford...............................................   15
 C. Taxation of Annuities -- General Provisions Affecting Purchasers
    Other than Qualified Retirement Plans..............................   15
    1. Non-Natural Persons, Corporations, Etc..........................   15
    2. Other Contract Owners (Natural Persons).........................   15
       a.  Distributions Prior to the Annuity Commencement Date........   15
       b.  Distributions After Annuity Commencement Date...............   15
       c.  Aggregation of Two or More Annuity Contracts................   16
       d.  10% Penalty Tax -- Applicable to Certain Withdrawals and
           Annuity Payments............................................   16
       e.  Special Provisions Affecting Contracts Obtained through a
           Tax-Free Exchange of Other Annuity or Life Insurance
           Contracts Purchased Prior to August 14, 1982................   16
       f.  Required Distributions......................................   17
 D. Information Regarding Tax Qualified Plans..........................   17
    1. Tax Qualified Pension or Profit-Sharing Plans...................   17
    2. Tax Sheltered Annuities Under Section 403(b)....................   17
    3. Deferred Compensation Plans Under Section 457...................   18
    4. Individual Retirement Annuities Under Section 408...............   18
    5. Federal Tax Penalties and Withholding...........................   18
       a.  Premature Distributions.....................................   18
       b.  Minimum Distribution Tax....................................   19
       c.  Withholding.................................................   19
 E. Annuity Purchases by Nonresident Aliens and Foreign Corporations...   19
</TABLE>

<PAGE>
 
4                                                HARTFORD LIFE INSURANCE COMPANY
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<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 THE COMPANY...........................................................   20
 <C>   <C> <C>                                                           <C>
 A. Business of Hartford Life Insurance Company........................   20
 B. Selected Financial Data............................................   21
 C. Management's Discussion and Analysis of Financial Condition and
    Results of Operations..............................................   22
    1. Consolidated Results............................................   22
    2. Business Segment Information....................................   24
 D. Reinsurance........................................................   24
 E. Reserves...........................................................   24
 F. Investments........................................................   24
 G. Competition........................................................   28
 H. Employees..........................................................   28
 I. Properties.........................................................   28
 J. State Regulation...................................................   28
 LEGAL OPINION.........................................................   29
 EXPERTS...............................................................   29
 APPENDIX A (MODIFIED GUARANTEED ANNUITY FOR QUALIFIED PLANS)..........   30
 APPENDIX B (SPECIAL PROVISIONS FOR INDIVIDUAL CONTRACTS ISSUED IN THE
 STATES OF CALIFORNIA, MICHIGAN, MISSOURI,
   NEW YORK, OREGON, SOUTH CAROLINA, TEXAS, VIRGINIA AND WISCONSIN)....
                                                                          31
 APPENDIX C (MARKET VALUE ADJUSTMENT)..................................   32
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES..............   34
 REPORT OF MANAGEMENT..................................................   35
 FINANCIAL STATEMENTS..................................................   36
</TABLE>

 

                 THIS CONTRACT IS NOT AVAILABLE IN ALL STATES.

 
    THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALES PERSON, OR OTHER PERSON
IS  AUTHORIZED TO GIVE ANY INFORMATION  OR MAKE ANY REPRESENTATION IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF  GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED ON.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                5
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                                    SUMMARY
 
    Upon  application, or purchase order, you select an initial Guarantee Period
from among  those  then  offered  by  Hartford.  (See  "Initial  and  Subsequent
Guarantee  Periods," page 8,  and "Establishment of  Guarantee Rates and Current
Rates," page  9.) Your  purchase payment  (less surrenders  and less  applicable
premium taxes, if any) will earn interest at the Initial Guarantee Rate which is
an Annual Effective Rate of Interest. Interest is credited daily to your account
using  the Compound  Interest Method. (See  "Accumulation Period  -- Initial and
Subsequent Guarantee Periods," page 8.)
 
    At the end of  each Guarantee Period, a  subsequent Guarantee Period of  the
same  duration will begin unless, within the  30-day period preceding the end of
such Guarantee Period, you elect a  different duration from among those  offered
by  us at that time. In no  event may subsequent Guarantee Periods extend beyond
the Annuity Commencement Date then in effect.
 
    The Account Value as  of the first day  of each subsequent Guarantee  Period
will  earn interest at the Subsequent Guarantee Rate. HARTFORD'S MANAGEMENT WILL
MAKE THE FINAL  DETERMINATION AS TO  GUARANTEE RATES TO  BE DECLARED. WE  CANNOT
PREDICT,  NOR  CAN  WE  GUARANTEE, FUTURE  GUARANTEE  RATES.  (See  "Initial and
Subsequent Guarantee Periods," page 8, and "Establishment of Guarantee Rates and
Current Rates," page 9.)
 
    Subject to certain restrictions, partial and total surrenders are permitted.
However, such surrenders may  be subject to a  surrender charge and/or a  Market
Value  Adjustment.  A full  or partial  surrender  made preceding  the end  of a
Guarantee Period  will  be subject  to  a  Market Value  Adjustment.  Except  as
described  below, the surrender charge will be deducted from any partial or full
surrender made before the end of the seventh Contract Year. The surrender charge
will be  equal to  seven  percent of  the Gross  Surrender  Value in  the  first
Contract  Year, and be reduced by one percentage  point for each of the next six
Contract Years. FOR A SURRENDER MADE AT THE END OF THE INITIAL GUARANTEE PERIOD,
NO SURRENDER CHARGE WILL BE APPLIED, PROVIDED SUCH SURRENDER OCCURS ON OR  AFTER
THE END OF THE THIRD CONTRACT YEAR. FOR A SURRENDER MADE AT THE END OF ANY OTHER
GUARANTEE  PERIOD, NO SURRENDER CHARGE WILL  BE APPLIED, PROVIDED SUCH SURRENDER
OCCURS ON OR AFTER THE END OF  THE FIFTH CONTRACT YEAR. A REQUEST FOR  SURRENDER
AT  THE END  OF A GUARANTEE  PERIOD MUST BE  RECEIVED IN WRITING  WITHIN 30 DAYS
PRECEDING THE END OF THE GUARANTEE PERIOD. A MARKET VALUE ADJUSTMENT WILL NOT BE
APPLIED.
 
    No surrender charges will be applicable  to the application of your  Account
Value  to purchase an annuity  on the Annuity Commencement  Date. A Market Value
Adjustment will be applied if the Annuity Commencement Date is not at the end of
a Guarantee Period. To elect  an Annuity Option you must  notify us at least  30
days before the Annuity Commencement Date.
 
    In addition, we will send you any interest that has been credited during the
prior  12 months  if you so  request in  writing. No surrender  charge or Market
Value Adjustment will be imposed on  such interest payments. Any such  surrender
may,  however, be subject to  tax. (See "Surrenders," page  10, and "Federal Tax
Considerations," page 14.)
 

    The Market Value  Adjustment reflects the  relationship between the  Current
Rate  for the duration remaining in the Guarantee Period at the time you request
the surrender and the  applicable Guarantee Rate being  applied to your  Account
Value. Since Current Rates may reflect, in part, the investment yields available
to  Hartford (see "Investments By Hartford," page  13), the effect of the Market
Value Adjustment will be  closely related to  the levels of  such yields. It  is
possible,  therefore, that, should  such yields increase  significantly from the
time you  purchased your  Contract, the  amount you  would receive  upon a  full
surrender  of your Contract may be less  than your original purchase payment. If
such yields should decrease significantly, the  amount you would receive upon  a
full surrender may be more than your original purchase payment.

 
    We  may defer  payment of  any partial  or full  surrender for  a period not
exceeding six months  from the date  of our  receipt of your  written notice  of
surrender  or the period permitted  by state insurance law,  if less, but such a
deferral of payment will be for a period greater than 30 days only under  highly
unusual circumstances. Interest of at least 4 1/2% per annum will be paid on any
amounts  deferred for  more than  30 days if  Hartford chooses  to exercise this
deferral right. (See "Payment Upon Partial or Full Surrender," page 12.)
 
    On the Annuity  Commencement Date  specified by  you, Hartford  will make  a
lump-sum  payment or  start to  pay a  series of  payments based  on the Annuity
Options selected by you. (See "Annuity Period," page 12.)
 

    The Contract provides for a Death Benefit. If the Annuitant dies before  the
Annuity  Commencement  Date  and  there is  no  designated  Contingent Annuitant
surviving, or if the Participant dies before the Annuity Commencement Date,  the
Death  Benefit  will  be payable  to  the  Beneficiary as  determined  under the
Contract Control Provisions.  With regard  to joint Participants,  at the  first
death  of  a  joint Participant  preceding  the Annuity  Commencement  Date, the
Beneficiary  will  be  the   surviving  Participant  notwithstanding  that   the
designated  Beneficiary may be different. The  Death Benefit is calculated as of
the date we receive

<PAGE>
6                                                HARTFORD LIFE INSURANCE COMPANY
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written notification of Due Proof of Death at the offices of Hartford.

 
    The Death Benefit will equal the Account Value. If the named Beneficiary  is
the spouse of the Participant and the Annuitant is living, the spouse may elect,
in  lieu of receiving the Death Benefit,  to become the Participant and continue
the Contract. (See "Death Benefit," page 11.)
 

    A deduction will  be made for  premium taxes for  Contracts sold in  certain
states. (See "Premium Taxes," page 11.)

 
    Certain  special provisions apply  only with respect  to Contracts issued in
the states of California, Michigan, Missouri, New York, Oregon, South  Carolina,
Texas, Virginia and Wisconsin. These are set forth in detail in Appendix B.
 
    For  Contracts  issued  as individual  retirement  annuities,  Hartford will
refund the purchase payment  to the Participant if  the Contract is returned  to
Hartford within seven days after Contract delivery.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                7
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                           GLOSSARY OF SPECIAL TERMS
 
In  this  Prospectus, "we,"  "us," and  "our" refer  to Hartford  Life Insurance
Company. With respect to a group deferred annuity Contract, "you," "yours,"  and
"Participant"  refer to a person/persons who has/have been issued a Certificate.
With  respect  to   an  individual   annuity  Contract,   "you,"  "yours,"   and
"Participant" refer to a person/persons who has/have been issued a Contract.
 
In  addition, as used in this Prospectus, the following terms have the indicated
meanings:
 
ACCOUNT VALUE: As  of any date,  the Account Value  is the sum  of the  purchase
payment  and all  interest earned to  date less  the sum of  the Gross Surrender
Value of any surrenders made to that date.
 
ANNUAL EFFECTIVE RATE  OF INTEREST:  At the  beginning of  a year,  the rate  of
return  an investment  will earn  during that year,  where interest  is not paid
until the end of the year (i.e., no surrenders or interest withdrawals are  made
during  the  year).  If  interest withdrawals  are  taken  more  frequently than
annually, the total  interest for  a given  year will  be less  than the  Annual
Effective Rate of Interest times the Account Value at the beginning of the year.
 
ANNUITANT: The person upon whose life the Contract is issued.
 
ANNUITY  COMMENCEMENT DATE: The date designated  in the Contract or otherwise by
the Participant on which annuity payments are to start.
 
BENEFICIARY: The  person entitled  to  receive benefits  per  the terms  of  the
Contract  in case  of the  death of  the Annuitant  or the  Participant or Joint
Participant, as applicable.
 
COMPOUND INTEREST  METHOD: The  process  of interest  being reinvested  to  earn
additional  interest on  a daily  basis. This  method results  in an exponential
calculation of daily interest.
 

CONTRACT: For  a  group  annuity  Contract,  "Contract"  means  the  Certificate
evidencing  a participating interest in the  group annuity Contract as set forth
in this Prospectus. Any reference in this Prospectus to "Contract" includes  the
underlying   group  annuity  Contract.  For   an  individual  annuity  Contract,
"Contract" means that individual annuity contract.

 

CONTRACT DATE: The effective date of Participant's participation under the group
annuity Contract, as  designated in the  Contract, or  the date of  issue of  an
individual annuity Contract.

 
CONTRACT  YEAR: A continuous 12 month period commencing on the Contract Date and
each anniversary thereof.
 
CONTINGENT ANNUITANT: The person so designated by the Participant, who upon  the
Annuitant's   death,  prior  to  the  Annuity  Commencement  Date,  becomes  the
Annuitant.
 
CURRENT RATE: The  applicable interest  rate contained  in a  schedule of  rates
established by us from time to time for various durations.
 

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

 
GROSS SURRENDER  VALUE:  As of  any  date, that  portion  of the  Account  Value
specified by you for a full or a partial surrender.
 
GUARANTEE  PERIOD:  The period  for which  either an  Initial Guarantee  Rate or
Subsequent Guarantee Rate is credited.
 
HARTFORD: Hartford Life Insurance Company.
 
INITIAL GUARANTEE RATE: The  rate of interest  credited and compounded  annually
during the initial Guarantee Period.
 
IN  WRITING: A  written form  satisfactory to  us and  received at  our offices,
Attn.:  Individual  Annuity  Services,  P.O.  Box  5085,  Hartford,  Connecticut
06102-5085.
 

MARKET  VALUE ADJUSTMENT:  A positive or  negative financial  adjustment made in
connection with a full or partial surrender or annuitization during a  Guarantee
Period.  The adjustment will  reflect the relationship  between the Current Rate
for a  new contract  of the  duration remaining  in the  Guarantee Period(s)  at
surrender  or upon annuitization during a Guarantee Period and the interest rate
for the Guarantee Period then applicable under the Contract.

 
NET SURRENDER VALUE: The amount  payable to you on  a full or partial  surrender
under  the Contract after the application  of any Contract charges and/or Market
Value Adjustment.
 

NON-QUALIFIED CONTRACT: A  Contract which  is not  classified as,  or issued  in
connection with, a tax-qualified retirement plan using pre-tax dollars under the
Internal Revenue Code of 1986, as amended (the "Code").

 

QUALIFIED CONTRACT: A Contract which qualifies as, or issued in connection with,
a tax-qualified retirement plan using pre-tax dollars under the Code, such as an
employer-sponsored   Section  401(k)   plan  or   an  eligible   state  deferred
compensation plan under Section 457.

 
SUBSEQUENT GUARANTEE  RATE: The  rate  of interest  established  by us  for  the
applicable subsequent Guarantee Period.
<PAGE>
8                                                HARTFORD LIFE INSURANCE COMPANY
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                            DESCRIPTION OF CONTRACTS
 
  A. APPLICATION AND PURCHASE PAYMENT
 
    To  apply for a Contract, you must  complete an application form or an order
to purchase.  The  application,  along  with  your  purchase  payment,  must  be
submitted to Hartford for its approval.
 
    The  Contracts are issued  within a reasonable  time after the  payment of a
single purchase payment. You may not contribute additional purchase payments  to
a  Contract in the  future. You may, however,  purchase additional Contracts, if
you are an eligible individual, at then-prevailing Guarantee Rates and terms.
 

    The minimum purchase  payment for a  Contract is $5,000  for Non-  Qualified
Contracts  ($2,000 for Qualified Contracts). Hartford retains the right to limit
the amount of the maximum purchase payment.

 
    Your purchase payment becomes part of our general assets and is credited  to
an account we establish for you. We will generally confirm your purchase payment
in  writing within five business days of  receipt. You start earning interest on
your account the day the purchase payment is applied.
 
    In the event that your application or  an order to purchase is not  properly
completed,  we will attempt to  contact you in writing  or by telephone. We will
return the  purchase  payment  three  weeks  after its  receipt  by  us  if  the
application  or  an order  to  purchase has  not,  by that  time,  been properly
completed.
 
  B. ACCUMULATION PERIOD
 

 1. INITIAL AND SUBSEQUENT GUARANTEE PERIODS

 

    Upon application, you  will select  the duration of  your Initial  Guarantee
Period  from among those durations  offered by us. The  duration you select will
determine your Initial  Guarantee Rate. Your  purchase payment (less  surrenders
and  less applicable premium  taxes, if any)  will earn interest  at the Initial
Guarantee Rate  which is  an  Annual Effective  Rate  of Interest.  Interest  is
credited daily to your account using the Compound Interest Method. With compound
interest,  the  total investment  of principal  and interest  earned to  date is
invested at all times. You continue to earn interest on interest already earned.
However, when withdrawals are  made during the year,  interest on the amount  of
the withdrawals is lost for the remainder of the year.

 

    Set forth below is an illustration of how interest would be credited to your
Account  Value during each Guarantee Period, using a five year Guarantee Period.
For the purpose of this example, we have made the assumptions.

 

    NO FULL OR  PARTIAL SURRENDERS OR  PRE-AUTHORIZED DISTRIBUTIONS OF  INTEREST
DURING THE ENTIRE FIVE YEAR PERIOD. A MARKET VALUE ADJUSTMENT, SURRENDER CHARGE,
OR  BOTH MAY  APPLY TO ANY  SUCH SURRENDERS OR  DISTRIBUTIONS (SEE "SURRENDERS,"
PAGE 10). THE  HYPOTHETICAL INTEREST  RATES ARE  ILLUSTRATIVE ONLY  AND ARE  NOT
INTENDED  TO PREDICT  FUTURE INTEREST RATES  TO BE DECLARED  UNDER THE CONTRACT.
ACTUAL INTEREST RATES DECLARED FOR ANY GIVEN TIME MAY BE MORE OR LESS THAN THOSE
SHOWN.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                9
- --------------------------------------------------------------------------------
 
              EXAMPLE OF COMPOUNDING AT THE INITIAL GUARANTEE RATE
 
<TABLE>
     <S>                                         <C>
     Beginning Account Value:                    $50,000
     Guarantee Period:                           5 years
     Guarantee Rate:                             5.50% per annum
</TABLE>
 

<TABLE>
<CAPTION>
                                                            END OF CONTRACT YEAR:
                                          ----------------------------------------------------------
                                            YEAR 1      YEAR 2      YEAR 3      YEAR 4      YEAR 5
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Beginning Account Value.................  $50,000.00
  X (1+Guarantee Rate)..................       1.055
                                          ----------
                                          $52,750.00
Account Value at end of Contract Year
 1......................................              $52,750.00
  X (1+Guarantee Rate)..................                   1.055
                                                      ----------
                                                      $55,651.25
Account Value at end of Contract Year
 2......................................                          $55,651.25
  X (1+Guarantee Rate)..................                               1.055
                                                                  ----------
                                                                  $58,712.07
Account Value at end of Contract Year
 3......................................                                      $58,712.07
  X (1+Guarantee Rate)..................                                           1.055
                                                                              ----------
                                                                              $61,941.23
Account Value at end of Contract Year
 4......................................                                                  $61,941.23
  X (1+Guarantee Rate)..................                                                       1.055
                                                                                          ----------
                                                                                          $65,348.00
Account Value at end of Guarantee
 Period.................................                                                  $65,348.00
 
Total Interest Credited in Guarantee
 Period --                                $65,348.00 - 50,000.00 = $15,348.00
                                                                  ----------
Account Value at end of Guarantee Period
 --                                       $50,000.00 + 15,348.00 = $65,348.00
Account Value after 180 days from the             $50,000 X (1.055)(180/365)
 Contract Date --                                               = $51,337.77
</TABLE>

 
    Unless you  elect  to  make  a surrender  (see  "Surrenders,"  page  10),  a
subsequent  Guarantee  Period  will  automatically  commence  at  the  end  of a
Guarantee Period. Each subsequent Guarantee Period will be of the same  duration
as  the previous Guarantee Period unless you elect in writing, on any day within
the 30 day period preceding the end of the current Guarantee Period, a Guarantee
Period of a different duration from among those offered by us at that time.
 
    In no  event may  subsequent  Guarantee Periods  extend beyond  the  Annuity
Commencement  Date  then in  effect. For  example, if  you are  age 62  upon the
expiration of  a Guarantee  Period and  you have  chosen age  65 as  an  Annuity
Commencement  Date, we will provide  a three year Guarantee  Period to equal the
number of years remaining  before your Annuity  Commencement Date. Your  Account
Value  will then earn  interest at a  Guarantee Rate which  we have declared for
that duration. The Guarantee Rate for the Guarantee Period automatically applied
in these circumstances may be higher or lower than the Guarantee Rate for longer
durations.
 

    The Account Value at the beginning  of any subsequent Guarantee Period  will
be  equal to the Account  Value at the end of  the Guarantee Period just ending.
This Account Value (less surrenders made  after the beginning of the  subsequent
Guarantee  Period)  will earn  interest  compounded annually  at  the Subsequent
Guarantee Rate.

 

    Within 30 days preceding the end of  a Guarantee Period, we will notify  you
of the expiry of the current rate Guarantee Period.

 
 2. ESTABLISHMENT OF GUARANTEE RATES AND
    CURRENT RATES
 
    You will know the Initial Guarantee Rate for the Guarantee Period you choose
at  the time you  purchase your Contract.  Under certain circumstances, Hartford
may offer a rate in excess  of the Guarantee Rate for  the first year only of  a
subsequent  Guarantee  Period. Current  Rates  will be  established periodically
along with the Guarantee Rates which will be applicable to subsequent  Guarantee
Periods. After the end of each Contract Year, we will send you a statement which
will  show (a) your Account Value as of  the end of the preceding Contract Year,
(b) all transactions regarding your Contract during the Contract Year, (c)  your
Account  Value at  the end  of the current  Contract Year,  and (d)  the rate of
interest being credited to your Contract.
 

    Hartford has no specific formula for  determining the rate of interest  that
it  will  declare  as  Current  Rates or  Guarantee  Rates  in  the  future. The
determination of Current  Rates and Guarantee  Rates may reflect,  in part,  the
income   anticipated   from   the   types   of   debt   instruments   in   which

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

Hartford intends  to invest  the proceeds  attributable to  the Contracts.  (See
"Investments by Hartford," page 13.) In addition, Hartford's management may also
consider  various other factors in determining Current Rates and Guarantee Rates
for given periods, including regulatory and tax requirements; sales  commissions
and  administrative  expenses borne  by Hartford;  general economic  trends; and
competitive factors. HARTFORD'S MANAGEMENT WILL MAKE THE FINAL DETERMINATION  AS
TO  CURRENT RATES AND GUARANTEE RATES TO BE DECLARED. WE CANNOT PREDICT, NOR CAN
WE GUARANTEE, FUTURE CURRENT RATES OR GUARANTEE RATES.

 
 3. SURRENDERS
 
 (a) GENERAL
 

    Full surrenders may be made under a Contract at any time. Partial surrenders
may only be made if:


     i. the Gross Surrender Value is at least $1,000; and

 

    ii. the remaining Account  Value after  the Gross Surrender  Value has  been
        deducted is at least $5,000.

 
    In  the case  of all surrenders,  the Account  Value will be  reduced by the
Gross Surrender Value on the Surrender Date and the Net Surrender Value will  be
payable to you. The Net Surrender Value equals:
 
(A - B) x C, where:
 
A = the Gross Surrender Value,
 
B = the surrender charge plus any unpaid premium tax (see page 11), and
 
C = the Market Value Adjustment (see page 10).
 
    Hartford will, upon request, inform you of the amount payable upon a full or
partial surrender.
 
    Any  full, partial or special surrender may be subject to tax. (See "Federal
Tax Considerations," page 14.)
 
    THERE ARE CERTAIN RESTRICTIONS ON SECTION 403(b) TAX-SHELTERED ANNUITIES. AS
OF DECEMBER  31, 1988,  ALL SECTION  403(b) ANNUITIES  HAVE LIMITS  ON FULL  AND
PARTIAL  SURRENDERS. CONTRIBUTIONS TO THE CONTRACT  MADE AFTER DECEMBER 31, 1988
AND ANY INCREASES IN CASH VALUE AFTER  DECEMBER 31, 1988 MAY NOT BE  DISTRIBUTED
UNLESS THE CONTRACT OWNER/ EMPLOYEE HAS: (A) ATTAINED AGE 59 1/2, (B) TERMINATED
EMPLOYMENT,  (C)  DIED,  (D)  BECOME  DISABLED,  OR  (E)  EXPERIENCED  FINANCIAL
HARDSHIP.
 
    DISTRIBUTIONS DUE TO FINANCIAL HARDSHIP OR SEPARATION FROM SERVICE MAY STILL
BE SUBJECT TO A PENALTY TAX OF 10%.
 
    HARTFORD WILL  NOT  ASSUME  ANY  RESPONSIBILITY  IN  DETERMINING  WHETHER  A
WITHDRAWAL  IS  PERMISSIBLE,  WITH OR  WITHOUT  TAX PENALTY,  IN  ANY PARTICULAR
SITUATION OR IN MONITORING WITHDRAWAL REQUESTS REGARDING PRE- OR POST-JANUARY 1,
1989 ACCOUNT VALUES.
 
 (b) SURRENDER CHARGE
 

    No deduction  for a  sales charge  is made  from the  purchase payment  when
received.  A surrender charge, however, may be deducted from the Gross Surrender
Value (before application of any Market Value Adjustment) of any partial or full
surrender made before  the end of  the seventh Contract  Year regardless of  the
length of Guarantee Periods, as follows:

 

<TABLE>
<CAPTION>
                        CHARGE AS
  CONTRACT YEAR        PERCENTAGE
    IN WHICH            OF GROSS
SURRENDER IS MADE    SURRENDER VALUE
- -----------------  -------------------
<S>                <C>
        1                      7%
        2                      6%
        3                      5%
        4                      4%
        5                      3%
        6                      2%
        7                      1%
   Thereafter                  0%
</TABLE>

 
    No  surrender charge will  be made for  surrenders after Contract  Year 7 or
certain surrenders effective  at the end  of a Guarantee  Period. (See  "Special
Surrenders," page 11).
 
    The  surrender charge may be  reduced if you are  surrendering to purchase a
variable annuity contract issued by Hartford or an affiliate of Hartford.
 

    For example, assume you select an initial Guarantee Period of five years and
then you take no action to change  the duration of the second Guarantee  Period,
resulting  in a second Guarantee Period also  with a duration of five years. Any
surrenders made during the sixth Contract Year will be subject to a two  percent
surrender  charge  even though  you could  have made  a surrender  of up  to the
Account Value at the end of the  initial five year Guarantee Period which  would
not have been subject to a surrender charge.

 
 (c) MARKET VALUE ADJUSTMENT
 

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

 
    In the  case  of  either a  partial  or  full surrender,  the  Market  Value
Adjustment  will  reflect  the relationship  between  the Current  Rate  for the
duration remaining  in  the  Guarantee  Period  at  the  time  you  request  the
surrender, and the Guarantee Rate then applicable to your Contract.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               11
- --------------------------------------------------------------------------------
 

    Generally, if your Guarantee Rate is lower than the applicable Current Rate,
then the application of the Market Value Adjustment will reduce the payment upon
surrender.

 

    Similarly,  if your  Guarantee Rate  is higher  than the  applicable Current
Rate, the application of the Market  Value Adjustment will increase the  payment
upon surrender.

 
    For  example, assume you purchase a Contract and select an initial Guarantee
Period of ten years and  our Guarantee Rate for that  duration is 8% per  annum.
Assume that at the end of seven years you make a partial surrender. If the three
year  Current Rate is  then 6%, the  amount payable upon  partial surrender will
increase after the  application of  the Market  Value Adjustment.  On the  other
hand,  if such  Current Rate  is higher than  your Guarantee  Rate (for example,
10%), the application of  the Market Value Adjustment  will cause a decrease  in
the amount payable to you upon this partial surrender.
 

    Since Current Rates may reflect, in part, the investment yields available to
Hartford  (see "Investments by Hartford," page  13), the Market Value Adjustment
may also reflect, in part, the levels of such yields. It is possible, therefore,
that should such yields increase significantly from the time you purchased  your
Contract,  coupled with the application of the surrender charges, the amount you
would receive upon a  full surrender of  your Contract could  be less than  your
original purchase payment.

 
    The  formula for  calculating the  Market Value  Adjustment is  set forth in
Appendix C, which also contains an additional illustration of the application of
the Market Value Adjustment.
 
 (d) SPECIAL SURRENDERS
 

    No surrender charge is imposed:

 

    (1) Upon a  surrender made  at  the end  of  the initial  Guarantee  Period,
        provided such surrender occurs on or after the end of the third Contract
        Year.

 

    (2) Upon  a surrender  made at the  end of any  subsequent Guarantee Period,
        provided such surrender occurs on or after the end of the fifth Contract
        Year.

 

        A request for surrender at the end of a Guarantee Period pursuant to (1)
        and (2) above must be received in writing by Hartford during the 30  day
        period preceding the end of that Guarantee Period.

 

    (3) Upon the application of your Account Value to purchase an annuity on the
        Annuity  Commencement Date. A Market Value Adjustment will be applied if
        the Annuity Commencement Date is not  at the end of a Guarantee  Period.
        To elect an Annuity Option, Hartford must receive your notice in writing
        at least 30 days before the end of that Guarantee Period.

 

        In addition, we will send you any interest that has been credited during
        the prior 12 months if you so request in writing. No surrender charge or
        Market  Value Adjustment will apply to  such interest payments. Any such
        surrender may, however, be subject to tax.

 

        For certain tax-qualified plans, we reserve the right to offer by  rider
        an  extended surrender privilege, without imposing a surrender charge or
        Market Value Adjustment.

 
 4. GUARANTEE PERIOD EXCHANGE OPTION
 

    Once each Contract  Year you may  elect to transfer  from your current  rate
Guarantee  Period into a  new rate Guarantee  Period of a  different duration. A
Market Value Adjustment  will be applied  to your current  Account Value at  the
time of transfer. There will be no surrender charge for this exchange. Surrender
charges  will continue to  be based on  time elapsed from  the original Contract
Date. While we currently do not impose a transfer charge, Hartford reserves  the
right to charge a fee of up to $50 for each transfer.

 
 5. PREMIUM TAXES
 
    A  deduction is  also made  for premium taxes,  if applicable,  imposed by a
state or other governmental  entity, currently ranging up  to 3.5%. Some  states
assess  the tax at the time purchase payments are made; others assess the tax at
the time of annuitization. Hartford will  pay premium taxes at the time  imposed
under  applicable law. At its sole discretion, Hartford may deduct premium taxes
at the time Hartford pays such taxes to the applicable taxing authorities,  upon
surrender, or when annuity payments commence.
 
 6. DEATH BENEFIT
 
    If  the Annuitant dies before the Annuity  Commencement Date and there is no
designated Contingent Annuitant surviving, or if the Participant dies before the
Annuity Commencement Date, the Death Benefit will be payable to the  Beneficiary
as  determined  under  the Contract  Control  Provisions. With  regard  to Joint
Participants, at the first  death of a Joint  Participant preceding the  Annuity
Commencement   Date,  the   Beneficiary  will  be   the  surviving  Participant,
notwithstanding that  the Designated  Beneficiary may  be different.  The  Death
Benefit  is calculated  as of  the date  we receive  at the  offices of Hartford
written notification of  Due Proof of  Death. The Death  Benefit will equal  the
Account Value.
 

    The  Death Benefit  may be taken  in one sum,  to be paid  within six months
after the  date we  receive Due  Proof of  Death, or  under any  of the  Annuity
Options  available under the Contract; provided, however, that: (a) in the event
of the  death of  a Participant  prior  to the  Annuity Commencement  Date,  any
Annuity Option selected must provide that any

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

amount  payable as a Death Benefit will  be distributed within five years of the
date of death; and (b) in the event  of the death of a Participant or  Annuitant
which  occurs on or after the  Annuity Commencement Date, any remaining interest
in the  Contract will  be  paid at  least  as rapidly  as  under the  method  of
distribution  in effect at the time of death, or, if the benefit is payable over
a period not extending beyond the life expectancy of the Beneficiary or over the
life of the Beneficiary, such distribution must commence within one year of  the
date  of death. Notwithstanding the foregoing, in the event of the Participant's
death, where  the sole  Beneficiary is  the spouse  of the  Participant and  the
Annuitant or Contingent Annuitant is living, such sole Beneficiary may elect, in
lieu of receiving the Death Benefit, to be treated as the Participant.

 
    If the Contract is owned by a corporation or other non-individual, the Death
Benefit   payable  upon  the  death  of  the  Annuitant  preceding  the  Annuity
Commencement Date will  be payable only  as one  sum or under  the same  Annuity
Options  and in the same  manner as if an individual  Contract Owner died on the
date of the Annuitant's death.
 
 7. PAYMENT UPON PARTIAL OR FULL SURRENDER
 

    We may defer  payment of  any partial  or full  surrender for  a period  not
exceeding six months from date of our receipt of your notice of surrender or the
period  permitted by  state insurance  law, if  less. Only  under highly unusual
circumstances will we defer  a surrender payment  more than 30  days, and if  we
defer payment for more than 30 days, we will pay interest of at least 4 1/2% per
annum on the amount deferred. While all circumstances under which we could defer
payment  upon surrender may not be  foreseeable at this time, such circumstances
could include, for example, a time of an unusually high surrender rate under the
Contracts, accompanied by  a radical shift  in interest rates.  If we intend  to
withhold  payment for more than 30 days, we  will notify you in writing. We will
not, however, defer payment for more than  30 days as to any surrender which  is
to be effective at the end of any Guarantee Period.

 
  C. ANNUITY PERIOD
 
 1. ELECTING THE ANNUITY COMMENCEMENT DATE AND
    FORM OF ANNUITY
 
    Upon  application for a  Contract, you select  an Annuity Commencement Date.
Within 30 days preceding  your Annuity Commencement Date  you may elect to  have
all  or a portion of your Net Surrender Value paid in a lump sum on your Annuity
Commencement Date. Alternatively,  or with respect  to any portion  of your  Net
Surrender  Value  not paid  in  a lump  sum,  you may  elect,  at least  30 days
preceding the  Annuity Commencement  Date, to  have your  Account Value  with  a
Market  Value Adjustment, if applicable, or  a portion thereof multiplied by the
Market Value Adjustment (less applicable premium  taxes, if any) applied on  the
Annuity  Commencement Date under any of  the Annuity Options described below. In
the absence of such election, Account  Value with a Market Value Adjustment,  if
applicable,  will be applied  on the Annuity Commencement  Date under the Second
Option to  provide  a life  annuity  with  120 monthly  payments  certain.  This
Contract may not be surrendered for its Termination Value after the commencement
of annuity payments, except with respect to Option Six.
 
 2. CHANGE OF ANNUITY COMMENCEMENT DATE OR
    ANNUITY OPTION
 
    You  may change the Annuity Commencement Date and/or the Annuity Option from
time to time, but any such change must be made in writing and received by us  at
least  30  days preceding  the scheduled  Annuity  Commencement Date.  Also, the
proposed Annuity  Commencement  Date may  not  be beyond  the  Annuitant's  90th
birthday,  except in certain states where  the Annuity Commencement Date may not
be beyond the Annuitant's 85th birthday.
 
 3. ANNUITY OPTIONS
 
    Any one of the following Annuity Options may be elected:
 
    FIRST OPTION -- Life Annuity
 
    An annuity  payable  monthly  during  the lifetime  of  the  Annuitant,  and
terminating  with  the  last monthly  payment  due  preceding the  death  of the
Annuitant. It would be  possible under this Option  for an Annuitant to  receive
only one Annuity payment if he died preceding the due date of the second Annuity
payment,  two  payments if  he died  before the  due date  of the  third Annuity
payment, and so on.
 
    SECOND OPTION -- Life Annuity with 120, 180 or 240 Monthly Payments Certain
 
    An annuity providing monthly income to  the Annuitant for a fixed period  of
120  months, 180 months or 240 months  (as selected), and for as long thereafter
as the Annuitant shall live.
 
    THIRD OPTION -- Cash Refund Life Annuity
 
    An annuity payable monthly  during the lifetime  of the Annuitant,  provided
that,  at the death of the Annuitant, the Beneficiary will receive an additional
payment equal to (a) minus  (b), where (a) is the  Account Value applied on  the
Annuity  Commencement Date  under this  Option and (b)  is the  dollar amount of
annuity payments already paid.
 
    FOURTH OPTION -- Joint and Last Survivor Life Annuity
 
    An annuity payable monthly during the joint lifetime of the Annuitant and  a
designated  second person, and  thereafter during the  remaining lifetime of the
survivor, ceasing with the last payment preceding the death of the survivor.  It
would    be   possible    under   this    Option   for    the   Annuitant,   and
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               13
- --------------------------------------------------------------------------------
 
designated second person in the event of the common or simultaneous death of the
parties, to receive only  one payment in  the event of  death preceding the  due
date for the second payment, and so on.
 
    FIFTH OPTION -- Payments for a Designated Period
 
    An amount payable monthly for the number of years selected which may be from
five to 30 years.
 
    The  Tables in the Contract provide for guaranteed dollar amounts of monthly
payments for  each $1,000  applied under  the five  Annuity Options.  Under  the
First,  Second or Third Options, the amount of each payment will depend upon the
age and sex of  the Annuitant at the  time the first payment  is due. Under  the
Fourth  Option, the  amount of  each payment  will depend  upon the  sex of both
payees and their ages at the time the first payment is due.
 
    The Tables for the First, Second, Third and Fourth Options are based on  the
1983a  Individual Annuity Mortality Table, with ages set back one year and a net
investment rate of 4% per  annum. The table for the  Fifth Option is based on  a
net investment rate of 4% per annum.
 
    We  may, from  time to  time, at  our discretion  if mortality  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 five
Annuity Options.
 
    SIXTH OPTION -- Annuity Proceeds Settlement Option
 
    Proceeds from the Death Benefit may be  left with Hartford for a period  not
to  exceed five  years from  the date of  the Participant's  death preceding the
Annuity Commencement Date. The proceeds will remain in the same Guarantee Period
and continue to  earn the same  interest rate as  at the time  of death. If  the
Guarantee  Period ends before the  end of the five  year period, the Beneficiary
may elect a new Guarantee  Period with a duration closest  to but not to  exceed
the  time  remaining  in  the  period  of  five  years  from  the  date  of  the
Participant's death. Full or partial surrenders may be made at any time. In  the
event  of  surrenders, the  remaining value  will equal  the proceeds  left with
Hartford, minus  any  surrenders,  plus  any interest  earned.  A  Market  Value
Adjustment  will be applied to all surrenders  except those occurring at the end
of a Guarantee Period.
 
 4. ANNUITY PAYMENT
 
    The first  payment under  any  Annuity Option  will  be made  following  the
Annuity  Commencement Date. Subsequent payments will be  made on the same day in
accordance with the manner of payment selected.
 
    The option elected must result in a  payment of an amount at least equal  to
the  minimum payment amount according to Hartford's  rules then in effect. If at
any time payments  are less than  the minimum payment  amount, Hartford has  the
right  to change the  frequency to an  interval resulting in  a payment at least
equal to the  minimum. If  any amount  due is less  than the  minimum per  year,
Hartford may make other arrangements that are equitable to the Annuitant.
 
    Once  annuity payments have  commenced, no surrender  of the annuity benefit
(including benefits  under the  Fifth Option)  can be  made for  the purpose  of
receiving a lump sum settlement in lieu thereof.
 
 5. DEATH OF ANNUITANT AFTER ANNUITY
    COMMENCEMENT DATE
 
    In  the event of the  death of the Annuitant  after the Annuity Commencement
Date, the present values on  the date of death of  the current dollar amount  of
any  remaining guaranteed payments  will be paid  in one sum  to the Beneficiary
unless other provisions shall have been made and approved by us. Calculations of
such present value  will be based  on the interest  rate that is  used by us  to
determine the amount of each certain payment.
 
                            INVESTMENTS BY HARTFORD
 

    Assets  of Hartford  must be  invested in  accordance with  the requirements
established by  applicable  state  laws  regarding the  nature  and  quality  of
investments  that may be made by life  insurance companies and the percentage of
their assets that  may be  committed to any  particular type  of investment.  In
general,  these laws permit investments, within  specified limits and subject to
certain qualifications, in federal,  state and municipal obligations,  corporate
bonds,  preferred  and common  stocks, real  estate  mortgages, real  estate and
certain other investments.  (See pages  25 and  26 for  percentage breakdown  of
Hartford's investments.)

 

    Contract  reserves will be accounted for in a non-unitized separate account.
Contract Owners have no priority claims on assets accounted for in this separate
account. All assets of Hartford, including those accounted for in this  separate
account,  are  available to  meet  the guarantees  under  the Contracts  and are
available to meet the general obligations of Hartford.

 
    Nonetheless, in  establishing Guarantee  Rates and  Current Rates,  Hartford
intends to take into account the yields available on the instruments in which it
intends  to  invest  the proceeds  from  the Contracts.  (See  "Establishment of
Guarantee Rates and Current Rate," page 9.) Hartford's investment strategy  with
respect  to  the proceeds  attributable to  the Contracts  will generally  be to
invest in investment-grade  debt instruments having  durations tending to  match
the applicable Guarantee Periods.
 
    Investment-grade  debt instruments in  which Hartford intends  to invest the
proceeds from the Contracts include:
<PAGE>
14                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
    Securities issued  by  the  United  States Government  or  its  agencies  or
instrumentalities,  which  issues may  or may  not be  guaranteed by  the United
States Government.
 
    Debt securities which  have an investment  grade, at the  time of  purchase,
within  the four  highest grades  assigned by  Moody's Investors  Services, Inc.
(Aaa, Aa, A or Baa),  Standard & Poor's Corporation (AAA,  AA, A or BBB) or  any
other nationally recognized rating service.
 
    Other  debt  instruments,  including,  but  not  limited  to,  issues  of or
guaranteed  by  banks  or  bank   holding  companies  and  corporations,   which
obligations,  although not rated by Moody's Investors Services, Inc. or Standard
& Poor's Corporation are deemed by  Hartford's management to have an  investment
quality comparable to securities which may be purchased as stated above.
 
    While the foregoing generally describes our investment strategy with respect
to  the proceeds attributable to  the Contracts, we are  not obligated to invest
the proceeds attributable to the Contract according to any particular  strategy,
except as may be required by Connecticut and other state insurance laws.
 
                             AMENDMENT OF CONTRACTS
 
    We  reserve the  right to  amend the Contracts  to meet  the requirements of
applicable federal or state laws or  regulations. We will notify you in  writing
of any such amendments.
 

                            ASSIGNMENT OF CONTRACTS

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

    The  Contracts  are sold  by  certain independent  broker-dealers registered
under the  1934  Act  to  persons  who have  established  an  account  with  the
broker-dealer.  In addition, the Contracts may  be offered to members of certain
other eligible  groups  or certain  individuals.  Hartford will  pay  a  maximum
commission  of 5% for  the sale of a  Contract. From time  to time, customers of
certain broker-dealers  may  be  offered special  initial  Guarantee  Rates  and
negotiated commissions.

 
    The  Contracts may  also be  sold directly to  employees of  Hartford and of
Hartford Fire  Insurance  Company,  of  which  Hartford  is  a  subsidiary.  The
Contracts  will be  credited with  an additional  2% of  the employee's purchase
payment by Hartford. This  additional percentage of purchase  payment in no  way
affects  present or future charges, rights,  benefits or current values of other
Contract Owners.
 

    Hartford Securities Distribution Company,  Inc. ("HSD") serves as  principal
underwriter for the Contracts. HSD is a wholly-owned subsidiary of Hartford. The
principal  business address of  HSD is the  same as Hartford.  HSD is registered
with the Commission under the 1934 Act as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc.

 

    Broker-dealers or  financial institutions  are  compensated according  to  a
schedule  set forth by HSD and any applicable rules or regulations for insurance
compensation. Compensation  is  generally  based on  premium  payments  made  by
policyholders or contract owners.

 

    In  addition,  a broker-dealer  or  financial institution  may  also receive
additional compensation for,  among other things,  training, marketing or  other
services  provided. HSD, its  affiliates or Hartford  may also make compensation
arrangements with  certain broker-dealers  or  financial institutions  based  on
total sales by the broker-dealer or financial institution of insurance products.
These payments, which may be different for different broker-dealers or financial
institutions,  will be made by HSD, its affiliates, or Hartford out of their own
assets and will  not affect the  amounts paid by  the policyholders or  contract
owners to purchase, hold or surrender insurance products.

 
                           FEDERAL TAX CONSIDERATIONS
 
  A. GENERAL
 
    SINCE  THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF  THE PARTICIPANT INVOLVED, LEGAL  AND TAX ADVICE MAY  BE
NEEDED  BY A PERSON,  EMPLOYER OR OTHER  ENTITY CONTEMPLATING THE  PURCHASE OF A
CONTRACT DESCRIBED IN THIS PROSPECTUS.
 
    It should be understood that any detailed description of the federal  income
tax  consequences regarding the purchase of the Contracts cannot be made in this
Prospectus and that special tax rules may be applicable with respect to  certain
purchase  situations not discussed herein. In  addition, no attempt is made here
to consider any applicable state or other tax laws. For detailed information,  a
qualified  tax adviser should always be consulted. This discussion is based upon
Hartford's understanding  of  existing  federal  income tax  laws  as  they  are
currently  interpreted.  No  representation  is made  as  to  the  likelihood of
continuation
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               15
- --------------------------------------------------------------------------------
 
of  the  present  federal  income  tax   laws  or  of  the  current  or   future
interpretations of those laws by the Internal Revenue Service.
 
    THE  FOLLOWING DISCUSSION  IS GENERAL  AND IS  NOT INTENDED  AS LEGAL ADVICE
REGARDING THE TAX  LAWS. Any person  with questions about  the tax  consequences
regarding  the Contracts should consult a  competent tax advisor prior to making
any decisions.
 
  B. TAXATION OF HARTFORD
 
    Hartford is taxed  as a life  insurance company under  the Internal  Revenue
Code  of 1986, as amended (the "Code"). The assets underlying the Contracts will
be owned  by Hartford.  The income  earned  on such  assets will  be  Hartford's
income.
 
  C. TAXATION OF ANNUITIES -- GENERAL
     PROVISIONS AFFECTING PURCHASERS OTHER
     THAN QUALIFIED RETIREMENT PLANS
 
    Section 72 of the Code governs the taxation of annuities in general.
 
 1. NON-NATURAL PERSONS, CORPORATIONS, ETC.
 

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

 
    If the Contract  Owner is not  an individual, Section  72 requires that  the
primary  Annuitant shall be treated as the Contract Owner for purposes of making
the required distributions. If the Contract  Owner is not an individual, then  a
change  in the primary  Annuitant will be  treated as the  death of the Contract
Owner for  purposes of  required  distributions where  the Contract  Owner  dies
before the entire interest in the Contract is distributed.
 
 2. OTHER CONTRACT OWNERS (NATURAL PERSONS).
 
    In general, and with certain exceptions, interest or earnings credited under
the  Contract are not included  in the Contract Owner's  income for tax purposes
until actually distributed from the Contract.
 
    The provisions  of  Section 72  of  the Code  concerning  distributions  are
summarized   briefly  below.   Also  summarized  are   special  rules  affecting
distributions from Contracts obtained in  a tax-free exchange for other  annuity
contracts  or life insurance contracts which  were purchased prior to August 14,
1982.
 
 a. DISTRIBUTIONS PRIOR TO THE ANNUITY
    COMMENCEMENT DATE.
 
i.  Total premium  payments less amounts received  which were not includable  in
    gross  income equal the "investment in the contract" under Section 72 of the
    Code.
 
ii.   To the  extent that  the value  of the  Contract (ignoring  any  surrender
    charges  except  on  a  full  surrender)  exceeds  the  "investment  in  the
    contract," such excess constitutes the "income on the contract."
 
iii. Any amount received  or deemed received prior  to the Annuity  Commencement
    Date  (e.g., upon a partial surrender) is deemed to come first from any such
    "income on the contract" and then from "investment in the contract," and for
    these purposes such "income on the contract" shall be computed by  reference
    to  any aggregation rule in  subparagraph 2.c. below. As  a result, any such
    amount received or deemed received (1)  shall be includable in gross  income
    to  the extent  that such  amount does  not exceed  any such  "income on the
    contract," and (2)  shall not be  includable in gross  income to the  extent
    that  such amount does exceed  any such "income on  the contract." If at the
    time that any amount is received or  deemed received there is no "income  on
    the contract" (e.g., because the gross value of the Contract does not exceed
    the "investment in the contract" and no aggregation rule applies), then such
    amount  received or deemed received will  not be includable in gross income,
    and will simply reduce the "investment in the contract."
 
iv.  The receipt of any amount as a loan under the Contract or the assignment or
    pledge of any portion of  the value of the Contract  shall be treated as  an
    amount   received  for  purposes  of  this  subparagraph  a.  and  the  next
    subparagraph b.
 
v.   In  general,  the transfer  of  the  Contract, without  full  and  adequate
    consideration,  will be treated  as an amount received  for purposes of this
    subparagraph a. and  the next subparagraph  b. This transfer  rule does  not
    apply, however, to certain transfers of property between spouses or incident
    to divorce.
 
 b. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.
 
    Annuity  payments made periodically after  the Annuity Commencement Date are
excluded from gross income to the extent that part of the amount of the  payment
bears the same ratio to the payment as the "investment in the contract" bears to
the expected return under the Contract ("exclusion ratio").
<PAGE>
16                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
i.    When the  total  of amounts  excluded from  income  by application  of the
    exclusion ratio is equal to the investment in the contract as of the Annuity
    Commencement Date, any  additional payments (including  surrenders) will  be
    entirely includable in gross income.
 
ii.   If the annuity payments cease by reason of the death of the Annuitant and,
    as of the date of death, the amount of annuity payments excluded from  gross
    income by the exclusion ratio does not exceed the investment in the contract
    as  of  the  Annuity  Commencement  Date,  then  the  remaining  portion  of
    unrecovered investment shall be allowed as a deduction for the last  taxable
    year of the Annuitant.
 
iii.  Generally,  nonperiodic  amounts  received or  deemed  received  after the
    Annuity Commencement Date are not entitled to any exclusion ratio and  shall
    be  fully includable in  gross income. However, upon  a full surrender after
    the Annuity Commencement Date, only the excess of the amount received (after
    any surrender charge) over the remaining "investment in the contract"  shall
    be  includable in  gross income (except  to the extent  that the aggregation
    rule referred to in the next subparagraph c. may apply).
 
iv.  For  annuity payments  made under  a qualified  plan, the  portion of  each
    annuity  payment  that represents  nontaxable return  of basis  is generally
    equal to the total investment in the Contract as of the Annuity Commencement
    Date, divided by the number of anticipated payments, which is determined  by
    reference  to the age of the Annuitant under a table in Section 72(d) of the
    Code.
 
 c. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.
 

    Contracts issued after October 21, 1988  by the same insurer (or  affiliated
insurer)  to the same Contract  Owner within the same  calendar year (other than
certain  contracts   held  in   connection  with   a  tax-qualified   retirement
arrangement)  will  be  treated  as  one annuity  Contract  for  the  purpose of
determining the  taxation of  distributions prior  to the  Annuity  Commencement
Date.  An annuity contract  received in a tax-free  exchange for another annuity
contract or life insurance contract  may be treated as  a new Contract for  this
purpose. Hartford believes that for any annuity subject to such aggregation, the
values  under the Contracts  and the investment  in the contracts  will be added
together to determine the  taxation under subparagraph  2.a., above, of  amounts
received  or deemed received prior to the Annuity Commencement Date. Withdrawals
will first be treated as withdrawals of income until all of the income from  all
such  Contracts is withdrawn.  As of the  date of this  Prospectus, there are no
regulations interpreting this provision.

 
 d. 10% PENALTY TAX -- APPLICABLE TO CERTAIN
    WITHDRAWALS AND ANNUITY PAYMENTS.
 
i.  If  any amount is  received or deemed  received on the  Contract (before  or
    after  the Annuity Commencement Date), the  Code applies a penalty tax equal
    to ten percent  of the  portion of the  amount includable  in gross  income,
    unless an exception applies.
 
ii.    In  general,  the  10%  penalty  tax  will  not  apply  to  the following
    distributions (exceptions vary based upon the precise plan involved):
 
    1.  Distributions made on or after  the date the recipient has attained  the
        age of 59 1/2.
 
    2.   Distributions  made on or  after the death  of the holder  or where the
        holder is not an individual, the death of the primary annuitant.
 
    3.  Distributions attributable to a recipient's becoming disabled.
 
    4.  A distribution that is part of a scheduled series of substantially equal
        periodic payments for the life (or life expectancy) of the recipient (or
        the  joint  lives  or  life  expectancies  of  the  recipient  and   the
        recipient's Beneficiary).
 
    5.   Distributions of amounts which are  allocable to the "investment in the
        contract" prior to August 14, 1982 (see next subparagraph e.).
 
 e. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE EXCHANGE
    OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO AUGUST 14,
    1982.
 
    If the Contract was obtained by a  tax-free exchange of a life insurance  or
annuity Contract purchased prior to August 14, 1982, then any amount received or
deemed  received prior to the Annuity Commencement  Date shall be deemed to come
(1) first from the amount  of the "investment in  the contract" prior to  August
14,  1982 ("pre-8/14/82 investment")  carried over from  the prior Contract, (2)
then from the portion of the "income on the contract" (carried over to, as  well
as  accumulating  in,  the  successor Contract)  that  is  attributable  to such
pre-8/14/82 investment, (3) then from the remaining "income on the contract" and
(4) last from the remaining  "investment in the contract."  As a result, to  the
extent  that  such  amount received  or  deemed  received does  not  exceed such
pre-8/14/82 investment,  such  amount is  not  includable in  gross  income.  In
addition,  to the extent that  such amount received or  deemed received does not
exceed the sum of  (a) such pre-8/14/82  investment and (b)  the "income on  the
contract"  attributable thereto, such  amount is not subject  to the 10% penalty
tax. In all other respects, amounts received or deemed received from such  post-
exchange  Contracts  are  generally  subject  to  the  rules  described  in this
subparagraph 3.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               17
- --------------------------------------------------------------------------------
 
 f. REQUIRED DISTRIBUTIONS
 
i.  Death of Contract Owner or Primary Annuitant
 
    Subject to the alternative election or spouse beneficiary provisions in  ii.
    or iii. below:
 
    1.  If any Contract Owner dies on or after the Annuity Commencement Date and
        before  the entire  interest in the  Contract has  been distributed, the
        remaining portion  of such  interest shall  be distributed  at least  as
        rapidly as under the method of distribution being used as of the date of
        such death;
 
    2.   If any  Contract Owner dies  before the Annuity  Commencement Date, the
        entire interest in the Contract will be distributed within 5 years after
        such death; and
 
    3.  If the Contract Owner is not  an individual, then for purposes of 1.  or
        2.  above, the primary annuitant under  the Contract shall be treated as
        the Contract Owner,  and any change  in the primary  annuitant shall  be
        treated as the death of the Contract Owner. The primary annuitant is the
        individual,  the events in the life of whom are of primary importance in
        affecting the timing or amount of the payout under the Contract.
 
ii.  Alternative Election to Satisfy Distribution Requirements If any portion of
    the interest of a Contract Owner described in i. above is payable to or  for
    the  benefit of a designated beneficiary, such beneficiary may elect to have
    the portion distributed over a period  that does not extend beyond the  life
    or  life expectancy of the beneficiary. The election and payments must begin
    within a year of the death.
 
iii. Spouse Beneficiary
 
     If any portion of the interest of a Contract Owner is payable to or for the
     benefit of his or her spouse, and the Annuitant or Contingent Annuitant  is
     living,  such spouse shall be treated as the Contract Owner of such portion
     for purposes of section i. above.
 
  D. INFORMATION REGARDING
     TAX-QUALIFIED PLANS
 

    The  tax  rules  applicable  to  tax-qualified  contract  owners,  including
restrictions  on contributions and distributions,  taxation of distributions and
tax penalties, vary  according to  the type  of plan as  well as  the terms  and
conditions  of the plan itself. Various tax penalties may apply to contributions
in excess of applicable  limits, distributions prior to  age 59 1/2 (subject  to
certain   exceptions),  distributions   which  do  not   conform  to  applicable
commencement and minimum distribution rules, and certain other transactions with
respect to  tax-qualified plans.  Therefore, this  summary does  not attempt  to
provide more than general information about the tax rules associated with use of
a   Contract  by  a   tax-qualified  retirement  plan.   Contract  owners,  plan
participants and beneficiaries are cautioned that the rights and benefits of any
person to  benefits  may  be controlled  by  the  terms and  conditions  of  the
tax-qualified  retirement plan itself, regardless of the terms and conditions of
a Contract, but that Hartford is not  bound by the terms and conditions of  such
plans  to  the  extent such  terms  conflict  with a  Contract,  unless Hartford
specifically consents to be  bound. Additionally, some tax-qualified  retirement
plans  are  subject  to  distribution  and  other  requirements  which  are  not
incorporated  into  Hartford's   administrative  procedures.  Contract   owners,
participants   and   beneficiaries   are   responsible   for   determining  that
contributions, distributions and other transactions comply with applicable  law.
Because of the complexity of these rules, owners, participants and beneficiaries
are   encouraged  to  consult  their  own   tax  advisors  as  to  specific  tax
consequences.

 

 1. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS.

 

    Provisions of the Code permit eligible employers to establish  tax-qualified
pension  or profit  sharing plans  (described in  Section 401(a)  and 401(k), if
applicable, and exempt  from taxation  under Section  501(a) of  the Code),  and
Simplified  Employee Pension Plans (described in Section 408(k)). Such plans are
subject to limitations on  the amount that may  be contributed, the persons  who
may  be eligible to  participate and the time  when distributions must commence.
Employers intending  to use  these contracts  in connection  with  tax-qualified
pension  or  profit-sharing  plans should  seek  competent tax  and  other legal
advice.

 

 2. TAX SHELTERED ANNUITIES UNDER SECTION 403(b).

 

    Section 403(b) of the Code permits public school employees and employees  of
certain  types  of  charitable,  educational  and  scientific  organizations, as
specified in Section 501(c)(3) of the Code, to purchase annuity contracts,  and,
subject to certain limitations, to exclude such contributions from gross income.
Generally,  such contributions may not exceed the lesser of $10,000 (indexed) or
20% of an employee's "includable  compensation" for such employee's most  recent
full  year of employment, subject to other adjustments. Special provisions under
the Code may allow some employees to elect a different overall limitation.

 

    Tax-sheltered annuity  programs  under  Section  403(b)  are  subject  to  a
PROHIBITION   AGAINST   DISTRIBUTIONS   FROM   THE   CONTRACT   ATTRIBUTABLE  TO
CONTRIBUTIONS MADE  PURSUANT  TO  A  SALARY  REDUCTION  AGREEMENT,  unless  such
distribution is made:

 
(a) after the participating employee attains age 59 1/2;
 
(b) upon separation from service;
 
(c) upon death or disability; or
<PAGE>
18                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

(d)  in  the  case  of  hardship  (and  in  the  case  of  hardship,  any income
    attributable to such contributions may not be distributed).

 

    Generally, the above restrictions do not apply to distributions attributable
to cash values  or other  amounts held  under a  Section 403(b)  contract as  of
December 31, 1988.

 
 3. DEFERRED COMPENSATION PLANS UNDER SECTION 457.
 

    Employees  and  independent  contractors  performing  services  for eligible
employers may have contributions made to an Eligible Deferred Compensation  Plan
of  their employer in accordance with the employer's plan and Section 457 of the
Code. Section  457  places limitations  on  contributions to  Eligible  Deferred
Compensation  Plans maintained by a State  or other tax-exempt organization. For
these purposes, the term  "State" means a State,  a political sub-division of  a
State,  and an agency or instrumentality of a State or political sub-division of
a State.  Generally,  the  limitation  is 33  1/3%  of  includable  compensation
(typically  25% of gross compensation) or, for 1998, $8,000 (indexed), whichever
is less. Such a plan may also provide for additional "catch-up" deferrals during
the three taxable years  ending before a  Participant attains normal  retirement
age.

 

    An  employee electing  to participate  in an  Eligible Deferred Compensation
Plan should understand that his or her rights and benefits are governed strictly
by the  terms of  the plan  and that  the employer  is the  legal owner  of  any
contract  issued  with  respect to  the  plan.  The employer,  as  owner  of the
contract(s), retains all voting  and redemption rights which  may accrue to  the
contract(s)  issued with respect to the  plan. The participating employee should
look to the terms of his or her plan for any charges in regard to  participating
therein  other than those disclosed in this Prospectus. Participants should also
be aware that effective August 20,  1996, the Small Business Job Protection  Act
of 1996 requires that all assets and income of an Eligible Deferred Compensation
Plan  established  by a  governmental  employer which  is  a State,  a political
subdivision of a State, or any agency or instrumentality of a State or political
subdivision of  a State,  must be  held  in trust  (or under  certain  specified
annuity   contracts  or  custodial  accounts)   for  the  exclusive  benefit  of
participants and their  beneficiaries. Special  transition rules  apply to  such
Eligible governmental Deferred Compensation Plans already in existence on August
20,  1996, and provide that such plans need not establish a trust before January
1, 1999. However, this requirement of a trust does not apply to amounts under an
Eligible  Deferred  Compensation   Plan  of   a  tax-exempt   (non-governmental)
organization,  and such amounts will be subject to the claims of such tax-exempt
employer's general creditors.

 

    In general, distributions  from an Eligible  Deferred Compensation Plan  are
prohibited  under Section  457 of the  Code unless made  after the participating
employee attains  age  70 1/2,  separates  from  service, dies,  or  suffers  an
unforeseeable  financial  emergency.  Present  federal tax  law  does  not allow
tax-free transfers or rollovers  for amounts accumulated in  a Section 457  plan
except for transfers to other Section 457 plans in limited cases.

 
 4. INDIVIDUAL RETIREMENT ANNUITIES UNDER SECTION 408.
 
    Section 408 of the Code permits eligible individuals to establish individual
retirement  programs  through the  purchase  of Individual  Retirement Annuities
("IRAs"). IRAs are subject to limitations on the amount that may be contributed,
the contributions that may be deducted from taxable income, the persons who  may
be  eligible and the  time when distributions  may commence. Also, distributions
from certain qualified plans may be  "rolled-over" on a tax-deferred basis  into
an IRA.
 

    The  Contracts may be offered as SIMPLE IRAs in connection with a SIMPLE IRA
plan of an employer. Special rollover rules apply to SIMPLE IRAs. Amounts can be
rolled over from one SIMPLE IRA to  another SIMPLE IRA. However, amounts can  be
rolled over from a SIMPLE IRA to a regular IRA only after two years have expired
since  the participant first  commenced participation in  your employer's SIMPLE
IRA plan. Amounts cannot be rolled over to a SIMPLE IRA from a qualified plan or
a regular IRA. Hartford is a non-designated financial institution.

 

    Beginning in 1998, the Contracts may  be offered as ROTH IRAs under  Section
408A  of the Code.  Contributions to a  ROTH IRA are  not deductible. Subject to
special limitations,  a regular  IRA  may be  converted into  a  ROTH IRA  or  a
distribution  from a regular  IRA may be rolled  over to a  ROTH IRA. However, a
conversion or a rollover from a regular IRA to a ROTH IRA is not excludable from
gross income. If certain conditions are met, qualified distributions from a ROTH
IRA are tax-free.

 

 5. FEDERAL TAX PENALTIES AND WITHHOLDING.

 
    Distributions from retirement plans are generally taxed under Section 72  of
the  Code. Under these rules,  a portion of each  distribution may be excludable
from income. The  excludable amount  is the  portion of  the distribution  which
bears the same ratio as the after-tax contributions bear to the expected return.
 
 a. PREMATURE DISTRIBUTION.
 

    Distributions  from a tax-qualified plan  before the Participant attains age
59 1/2 are generally subject  to an additional penalty tax  equal to 10% of  the
taxable  portion  of  the  distribution.  The  10%  penalty  does  not  apply to
distributions made after  the employee's  death, on account  of disability,  for
eligible  medical expenses and distributions in the  form of a life annuity and,
except in  the case  of  an IRA,  certain  distributions after  separation  from
service  after age  55. For  these purposes,  a life  annuity means  a scheduled
series  of   substantially   equal   periodic   payments   for   the   life   or

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

life  expectancy of the Participant (or the  joint lives or life expectancies of
the Participant and Beneficiary).

 

    In addition, effective for distributions made from an IRA after December 31,
1997, there is  no such  penalty tax  on distributions  that do  not exceed  the
amount  of certain qualifying  higher education expenses,  as defined by Section
72(t)(7) of the Code, or which are qualified first-time homebuyer  distributions
meeting the requirements of Section 72(t)(8) of the Code.

 

    If  you are a participant in a SIMPLE IRA plan, you should be aware that the
10% penalty tax discussed above is  increased to 25% with respect to  non-exempt
premature  distributions made  from your SIMPLE  IRA during the  first two years
following the date you first commenced  participation in any SIMPLE IRA plan  of
your employer.

 
 b. MINIMUM DISTRIBUTION TAX.
 
    If the amount distributed is less than the minimum required distribution for
the  year, the Participant  is subject to a  50% tax on the  amount that was not
properly distributed.
 

    An individual's interest in a  tax-qualified retirement plan generally  must
be  distributed,  or begin  to be  distributed, not  later than  April 1  of the
calendar year  following  the  later of  (i)  the  calendar year  in  which  the
individual  attains age 70 1/2 or (ii) the calendar year in which the individual
retires from service with the employer sponsoring the plan ("required  beginning
date"). However, the required beginning date for an individual who is a five (5)
percent  owner (as defined in the Code), or who is the owner of an IRA, is April
1 of  the calendar  year following  the calendar  year in  which the  individual
attains  age 70 1/2. The entire interest  of the Participant must be distributed
beginning no later than the required beginning date over a period which may  not
extend  beyond  a  maximum of  the  life  expectancy of  the  Participant  and a
designated Beneficiary. Each annual distribution must equal or exceed a "minimum
distribution amount" which is determined by dividing the account balance by  the
applicable  life expectancy.  This account balance  is generally  based upon the
account value  as of  the close  of business  on the  last day  of the  previous
calendar  year. In addition,  minimum distribution incidental  benefit rules may
require a larger annual distribution.

 
    If an individual dies  before reaching his or  her required beginning  date,
the individual's entire interest must generally be distributed within five years
of  the  individual's death.  However, this  rule will  be deemed  satisfied, if
distributions begin  before  the  close  of  the  calendar  year  following  the
individual's  death to a designated Beneficiary  (or over a period not extending
beyond the  life expectancy  of  the beneficiary).  If  the Beneficiary  is  the
individual's surviving spouse, distributions may be delayed until the individual
would have attained age 70 1/2.
 
    If  an individual dies after reaching his  or her required beginning date or
after distributions have commenced, the individual's interest must generally  be
distributed at least as rapidly as under the method of distribution in effect at
the time of the individual's death.
 

 c. WITHHOLDING

 

    In  general, distributions from  IRAs and plans described  in Section 457 of
the Code are subject to  regular wage withholding rules. Periodic  distributions
from  other tax-qualified retirement plans that  are made for a specified period
of 10 or more years  or for the life or  life expectancy of the participant  (or
the  joint lives  or life expectancies  of the participant  and beneficiary) are
generally subject to  federal income tax  withholding as if  the recipient  were
married  claiming three exemptions. The  recipient of periodic distributions may
generally elect not to have withholding  apply or to have income taxes  withheld
at a different rate by providing a completed election form.

 

    Other  distributions  from  such other  tax-qualified  retirement  plans are
generally subject to mandatory  income tax withholding at  the flat rate of  20%
unless such distributions are:

 

1)  the non-taxable portion of the distribution;

 

2)  required minimum distributions; or

 

3)  direct transfer distributions.

 

    Direct  transfer distributions are  direct payments to an  IRA or to another
eligible retirement plan under Code section 401(a)(31).

 

  E. ANNUITY PURCHASES BY NONRESIDENT
     ALIENS AND FOREIGN CORPORATIONS

 

    The discussion  above provides  general information  regarding U.S.  federal
income  tax  consequences  to  annuity  purchasers  that  are  U.S.  citizens or
residents. Purchasers that are not U.S. citizens or residents will generally  be
subject to U.S. federal income tax and withholding on annuity distributions at a
30%  rate, unless a  lower treaty rate  applies. In addition,  purchasers may be
subject to state premium tax, other state and/or municipal taxes, and taxes that
may  be  imposed  by  the  purchaser's  country  of  citizenship  or  residence.
Prospective  purchasers  are advised  to consult  with  a qualified  tax adviser
regarding U.S., state, and foreign taxation with respect to an annuity purchase.

<PAGE>
20                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                                  THE COMPANY
 
  A. BUSINESS OF HARTFORD LIFE
     INSURANCE COMPANY
 
 ORGANIZATION
 

    Hartford Life  Insurance  Company ("Hartford")  is  a stock  life  insurance
company  engaged in the business of  writing life insurance, both individual and
group, in all states of the United States and the District of Columbia. Hartford
was originally incorporated under the laws of Massachusetts on June 5, 1902, and
was  subsequently  redomiciled  to  Connecticut.  Its  offices  are  located  in
Simsbury,  Connecticut; however, its mailing address is P.O. Box 2999, Hartford,
CT 06104-2999. Hartford is a subsidiary of Hartford Fire Insurance Company,  one
of  the largest multiple line insurance  carriers in the United States. Hartford
is ultimately owned by The Hartford  Financial Services Group, Inc., a  Delaware
corporation.

 

    Hartford  is rated A+ (superior) by A.M. Best and Company, Inc. on the basis
of its financial soundness  and operating performance. Hartford  is rated AA  by
Standard  & Poor's Corporation and  AA+ by Duff and Phelps,  on the basis of its
claims paying ability. These ratings do not apply to the investment  performance
of  the Sub-Accounts of  the Separate Accounts. The  ratings apply to Hartford's
ability to  meet its  insurance obligations  including those  described in  this
Prospectus.

 

    Hartford  provides for  the insurance  and retirement  needs of  millions of
individuals and  has  been  among  the  fastest  growing  major  life  insurance
companies  in  the United  States for  the  past several  years, as  measured by
assets. At December 31,  1997, Hartford's total assets  of $98 billion  included
14%  of  fixed  maturities  and  70% of  separate  accounts  with  the remainder
representing equity  securities, cash,  policy loans,  reinsurance  recoverable,
deferred policy acquisition costs and other assets.

 
    The reportable segments of the Company and its subsidiaries are:
 

    Annuity
    Individual Life Insurance
    Employee Benefits
    Guaranteed Investment Contracts
    Corporate operations

 
    Revenue,  income before income tax expense  and assets by reportable segment
are set forth in Note 7 in Notes to Consolidated Financial Statements.
 
 BRIEF DESCRIPTION OF REPORTABLE SEGMENTS
 

    The  Company  operates  in  three  principal  business  segments:   Annuity,
Individual  Life Insurance and  Employee Benefits. The  Company also maintains a
Guaranteed  Investment  Contracts  segment,  which  is  primarily  comprised  of
guaranteed  rate contract business written prior to 1995 ("Closed Book GRC") and
a Corporate Operation through which it  reports net investment income on  assets
representing  surplus not assigned  to any of its  business segments and certain
other revenues and expenses  not specifically allocable to  any of its  business
segments. The following is a description of each segment, including a discussion
of principal products, methods of distribution, and competitive environments.

 

ANNUITY

 

    The  Annuity  segment focuses  on the  savings and  retirement needs  of the
growing number of individuals who are  preparing for retirement or have  already
retired.  The Annuity  segment offers  fixed market  value adjusted  ("MVA") and
variable  annuities,   deferred  compensation   plan  services   for   municipal
governments  and corporations, structured settlement contracts and other special
purpose annuity  contracts, mutual  funds, investment  management contracts  and
certain other financial products. The Annuity segment accounted for $206 million
of  the total segment  earnings of the  Company for the  year ended December 31,
1997. Growth in the  Company's assets has  been driven by  its sale of  variable
annuities.  For the year  ended December 31,  1997, the Company  was the largest
writer of both individual annuities and individual variable annuities. New sales
of individual annuities were approximately $10.2 billion in 1997, bringing total
individual annuity account value  to $56.3 billion as  of December 31, 1997.  Of
the  total individual annuity account value, $46.9 billion relates to individual
variable annuities  and $9.0  billion relates  to fixed  MVA annuities  held  in
guaranteed  separate  accounts. Of  the  Company's $46.9  billion  in individual
variable annuities in force, $43.3 billion,  or 92%, are held in  non-guaranteed
separate  accounts, as of December 31, 1997.  In contrast, the next nine largest
writers in the United  States of variable  annuities held an  average of 76%  of
their  variable annuities  in force in  non-guaranteed separate  accounts, as of
December 31, 1997, based  on the Company's analysis  of information compiled  by
Variable Annuity and Research Data Service ("VARDS").

 
    The  Company has  distribution arrangements  to sell  its individual annuity
products with approximately 1,350 national  and regional broker-dealers and  450
banks.  Management  believes  that  it  has  established  a  strong distribution
franchise through its long-standing relationships  with the members of its  bank
and broker-dealer network and is committed both to expanding sales through these
established  channels of distribution and promoting new distributors for all its
products and services.
 
INDIVIDUAL LIFE INSURANCE
 

    The  Individual  Life  Insurance  segment  focuses  on  individuals'   needs
regarding  the transfer of wealth between generations, as well as the protection
of individuals and

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

their families against lost  earnings resulting from  death. The chief  products
sold  in  this  market  include  both  variable  and  fixed  universal life-type
contracts (including interest-sensitive whole life),  as well as single  premium
variable  life and  term life products.  Individual life insurance  in force has
increased from $45.2 billion  in 1994 to  $55.4 billion in  1997, of which  $4.4
billion  was derived  from acquisitions.  The Company's  growth in  insurance in
force, together with favorable mortality results and a declining expense  ratio,
has  resulted in  increased segment  earnings from  $25 million  in 1994  to $55
million in 1997.

 

    The primary  Individual  Life distribution  system  is focused  on  products
designed  for high-end  estate and  business planning.  The high-end  estate and
business planning  organization is  managed  through a  sales office  system  of
qualified  insurance  professionals with  specialized training  in sophisticated
life insurance sales.  These employees have  access to an  extensive network  of
licensed  life insurance agents. High-end sales  also occur, in certain regions,
through a group of independent  life insurance marketing organizations, each  of
which  maintains a separate  marketing agreement with  the Company. In addition,
other distribution  relationships exist  to provide  incremental sales  of  life
insurance  products for both  estate planning and  basic protection against lost
income from  death.  Furthermore, sales  of  single premium  variable  life  are
generated  through the individual  annuity distribution system.  Along with HLA,
61% of total sales were produced by  the sales office system, 11% resulted  from
the  individual  annuity distribution  system with  the  remaining 28%  of sales
generated by other life insurance distribution relationships during 1997.

 
EMPLOYEE BENEFITS
 

    The Employee  Benefits  segment  focuses  on  the  needs  of  employers  and
associations to purchase group insurance products. The group life, long-term and
short-term  disability, stop-loss  and supplementary  medical coverages  sold in
this segment  are  reinsured  to  HLA.  This  segment  also  contains  specialty
businesses  such  as corporate  owned  life insurance  ("COLI")  and life/health
reinsurance. Together  with HLA,  the Company  is the  largest writer  of  group
short-term  disability  benefit plans  and the  second  largest writer  of group
long-term disability insurance, as  well as the fourth  largest writer of  group
life  insurance based  on full-year  1997 new  premium and  premium equivalents,
according to information compiled by the Employee Benefits Plan Review ("EBPR").
Management believes that, as  a result of The  Hartford's name recognition,  the
value-added  nature  of  the  Company's  managed  disability  products  and  its
effective claims administration, it is one of the leading sellers in the  "large
case" group market (companies with over 1,000 employees) and that further growth
opportunities  exist in the "small case"  and "medium case" group markets. Sales
of COLI have resulted  in an increase  in segment earnings  from $18 million  in
1994 to $32 million in 1997.

 
    The Employee Benefits segment uses an experienced group of Company employees
to  distribute its products through a variety of distribution outlets, including
insurance agents, brokers, associations and third-party administrators.
 
  B. SELECTED FINANCIAL DATA
 
    The following selected  financial data  for Hartford,  its subsidiaries  and
affiliated  companies  should  be  read  in  conjunction  with  the consolidated
financial statements and notes thereto included in this Prospectus beginning  on
page 36.
 
<PAGE>
22                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

                              STATEMENT OF INCOME


<TABLE>
<CAPTION>
                                                                                        FOR THE YEAR ENDED DECEMBER 31,
                                                                             -----------------------------------------------------
                                                                               1997       1996       1995       1994       1993
                                                                             ---------  ---------  ---------  ---------  ---------
<S>                                                                          <C>        <C>        <C>        <C>        <C>
REVENUES
  Premiums and other considerations........................................  $   1,637  $   1,705  $   1,487  $   1,100  $     747
  Net investment income....................................................      1,368      1,397      1,328      1,292      1,051
  Net realized (losses) gains..............................................          4       (213)       (11)         7         16
                                                                             ---------  ---------  ---------  ---------  ---------
    Total Revenues.........................................................      3,009      2,889      2,804      2,399      1,814
                                                                             ---------  ---------  ---------  ---------  ---------
                                                                             ---------  ---------  ---------  ---------  ---------
BENEFITS, CLAIMS AND EXPENSES
  Benefits, claims and claim adjustment expenses...........................      1,379      1,535      1,422      1,405      1,046
  Amortization of deferred policy acquisition costs........................        335        234        199        145        113
  Dividends to policyholders...............................................        240        635        675        419        227
  Other insurance expenses.................................................        586        427        317        227        210
                                                                             ---------  ---------  ---------  ---------  ---------
    Total Benefits, Claims and Expenses....................................      2,540      2,831      2,613      2,196      1,596
                                                                             ---------  ---------  ---------  ---------  ---------
                                                                             ---------  ---------  ---------  ---------  ---------
  Income before income tax expense.........................................        469         58        191        203        218
  Income tax expense.......................................................        167         20         62         65         75
  Income before cumulative effect of changes in accounting principles......        302         38        129        138        143
  Cumulative effect of changes in accounting principles net of tax benefits
   of $7...................................................................     --         --         --         --         --
                                                                             ---------  ---------  ---------  ---------  ---------
NET INCOME.................................................................  $     302  $      38  $     129  $     138  $     143
                                                                             ---------  ---------  ---------  ---------  ---------
                                                                             ---------  ---------  ---------  ---------  ---------
 
<CAPTION>
 
                                                                               1992
                                                                             ---------
<S>                                                                          <C>
REVENUES
  Premiums and other considerations........................................  $     259
  Net investment income....................................................        907
  Net realized (losses) gains..............................................          5
                                                                             ---------
    Total Revenues.........................................................      1,171
                                                                             ---------
                                                                             ---------
BENEFITS, CLAIMS AND EXPENSES
  Benefits, claims and claim adjustment expenses...........................        797
  Amortization of deferred policy acquisition costs........................         55
  Dividends to policyholders...............................................         47
  Other insurance expenses.................................................        138
                                                                             ---------
    Total Benefits, Claims and Expenses....................................      1,037
                                                                             ---------
                                                                             ---------
  Income before income tax expense.........................................        134
  Income tax expense.......................................................         45
  Income before cumulative effect of changes in accounting principles......         89
  Cumulative effect of changes in accounting principles net of tax benefits
   of $7...................................................................        (13)
                                                                             ---------
NET INCOME.................................................................  $      76
                                                                             ---------
                                                                             ---------
</TABLE>

 

  C. MANAGEMENT'S DISCUSSION AND ANALYSIS
     OF FINANCIAL CONDITION AND RESULTS OF
     OPERATION (DOLLAR AMOUNTS IN MILLIONS)

 

 1. CONSOLIDATED RESULTS

 

 OPERATING SUMMARY

 

<TABLE>
<CAPTION>
                                                   FOR THE YEAR
                                                      ENDED
                                               --------------------
                                                 1997       1996
                                               ---------  ---------
<S>                                            <C>        <C>
Revenues.....................................  $   3,009  $   2,889
Expenses.....................................      2,707      2,851
                                               ---------  ---------
Net income...................................  $     302  $      38
                                               ---------  ---------
                                               ---------  ---------
</TABLE>

 

    Revenues  increased $120, or 4%, to $3  billion in 1997 from $2.9 billion in
1996.  Revenues  were   impacted  by  the   Health  Insurance  Portability   and
Accountability  Act  of  1996  ("HIPA  Act  of  1996"),  which  phases  out  the
deductibilty of interest expense on policy  loans by the end of 1998,  virtually
eliminating  all new sales of leveraged corporate owned life insurance ("COLI"),
and by the Guaranteed Investment Contracts segment ("GIC"), which had a loss  of
$225  in 1996, primarily related  to a closed block  of guaranteed rate contract
business ("Closed Book GRC"). Excluding  COLI and GIC, revenues increased  $293,
or  20%, to $1.8 billion  in 1997 as compared to  $1.5 billion 1996. This growth
was driven by increased Individual Annuity revenues of $256, or 42%, in 1997  as
compared  to  1996. This  increase is  primarily related  to premiums  and other
considerations where individual variable annuity  fee income grew $198, or  54%,
in  1997  as  compared  to  1996,  primarily  resulting  from  increased average
individual variable annuity account  values of $13.1 billion,  or 49%, to  $39.7
billion  in 1997. This solid  growth in average account  value was due to strong
variable  annuity  sales   of  $9.7   billion  and   significant  stock   market
appreciation.   In  addition,  Individual  Life  Insurance  premiums  and  other
considerations grew  $36, or  13%, reflecting  the impact  of applying  cost  of
insurance  charges  and  variable  life  fees to  a  larger  block  of business.
Individual Life Insurance account values increased $555, or 17%, to $3.8 billion
in 1997 as compared to 1996.

 

    Expenses decreased $144 in 1997 as compared to 1996. Excluding COLI and  GIC
for  the  reasons described  above,  expenses increased  $255,  or 20%,  to $1.5
billion in  1997 as  compared to  $1.2  billion in  1996. Benefits,  claims  and
expenses  related to  the Annuity  segment increased  $210, or  28%, in  1997 as
compared to 1996. This increase was driven by increased amortization of deferred
policy acquisition costs of $76,  or 44%, due to strong  sales in both 1997  and
1996, as well as increased operating expenses of $101, or 65%, reflective of the
strong  growth in this segment. In addition, Individual Life Insurance benefits,
claims and  expenses grew  $30,  or 8%,  primarily  related to  amortization  of
deferred  policy  acquisition  costs  associated  with  this  growing  block  of
business.

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

 ANNUITY

 

 OPERATING SUMMARY

 

<TABLE>
<CAPTION>
                                                     FOR THE YEAR
                                                        ENDED
                                                 --------------------
                                                   1997       1996
                                                 ---------  ---------
<S>                                              <C>        <C>
Revenues.......................................  $   1,269  $     968
Expenses.......................................      1,063        820
                                                 ---------  ---------
Net income.....................................  $     206  $     148
                                                 ---------  ---------
                                                 ---------  ---------
</TABLE>

 

    Revenues increased $301, or 31%, to  $1.3 billion in 1997 from $1.0  billion
in 1996. This increase was principally the result of a $234 increase in premiums
and  other considerations, reflecting  a substantial increase  in aggregate fees
earned due  to the  segment's  growing block  of  separate account  assets.  The
average  separate account assets  of this segment increased  to $50.7 billion in
1997, from $37.2 billion in 1996  primarily due to sales of individual  variable
annuities  of approximately $9.7 billion in  1997, as well as significant market
appreciation. Also, Group Annuity sales were $820 in 1997, an increase of  $186,
or  29%, over 1996. In addition, net investment income grew $67, or 15%, to $500
in 1997  primarily  due  to  growth in  average  general  account  assets  which
increased  to $8.1 billion in 1997 from $7.2 billion in 1996 largely as a result
of growth in  the general  account portion  of the  individual variable  annuity
products.

 

    The  growth in this segment in 1997 also resulted in an increase in expenses
of $243, or 30%, to $1.1 billion in 1997 from $820 in 1996. Benefits, claims and
claim adjustment  expenses  grew  $33,  or 8%,  in  1997  primarily  related  to
increased  interest  credited  on  Group  Annuity  general  account  liabilites.
Amortization of DPAC related  to the Individual Annuity  operation grew $82,  or
52%,  in  1997 as  prior and  current  year sales  remained strong.  Also, other
business expenses increased $101,  in 1997, as  a result of  the growth in  this
segment.

 

    A  33% growth in average account value  in 1997, coupled with a reduction in
individual annuity  operating  expenses  as a  percentage  of  total  individual
annuity  account value to 25 basis points in  1997 from 28 basis points in 1996,
contributed to the increase in net income of  $58, or 39%, to $206 from $148  in
1996.

 
 INDIVIDUAL LIFE INSURANCE
 OPERATING SUMMARY
 

<TABLE>
<CAPTION>
                                                       FOR THE YEAR
                                                          ENDED
                                                   --------------------
                                                     1997       1996
                                                   ---------  ---------
<S>                                                <C>        <C>
Revenues.........................................  $     487  $     440
Expenses.........................................        432        396
                                                   ---------  ---------
Net income.......................................  $      55  $      44
                                                   ---------  ---------
                                                   ---------  ---------
</TABLE>

 

    Revenues  in 1997 increased $47,  or 11%, to $487 from  $440 in 1996. In the
first quarter of  1996, a block  of business was  assumed from Investors  Equity
Life  Insurance Company ("IEL")  which increased 1996  revenues by $9. Excluding
this transaction, 1997  revenues increased  $56, or  13%, as  compared to  1996,
reflecting  the impact of  applying cost of insurance  charges and variable life
fees to a larger block  of business. Account values  increased $555, or 17%,  to
$3.8  billion in  1997 from $3.2  billion in 1996.  Sales were $140  in 1997, an
increase of 8% over 1996. Variable life product sales comprised 70%, or $98,  of
total 1997 sales and grew $23, or 31%, over 1996 levels. Expenses increased $36,
or 9%, to $432 in 1997 from $396 in 1996. Excluding IEL, expenses increased $45,
or  12%,  in  1997.  This  increase  was  primarily  driven  by  an  increase in
amortization of DPAC of $23 in 1997  related to the growth in new variable  life
business.

 
 EMPLOYEE BENEFITS
 
 OPERATING SUMMARY
 

<TABLE>
<CAPTION>
                                                     FOR THE YEAR
                                                        ENDED
                                                 --------------------
                                                   1997       1996
                                                 ---------  ---------
<S>                                              <C>        <C>
Revenues.......................................  $     972  $   1,366
Expenses.......................................        940      1,337
                                                 ---------  ---------
Net income.....................................  $      32  $      29
                                                 ---------  ---------
                                                 ---------  ---------
</TABLE>

 

    Revenues decreased $394 to $972 in 1997, which was primarily attributable to
the  COLI business for which associated revenues decreased $380. The decrease in
COLI revenues is  primarily a result  of the elimination  of sales of  leveraged
COLI due to the HIPA Act of 1996, which phases out the deductibility of interest
on  policy loans under leveraged COLI by  the end of 1998. The Company continues
to sell  variable  COLI and  recorded  $3.6 billion  of  new deposits  in  1997,
increasing total account value to $12.3 billion at December 31, 1997 compared to
$8.5 billion at December 31, 1996.Expenses decreased $397 to $940 in 1997, which
generally  reflected a decrease  in dividends to policyholders  of $394, or 62%,
primarily due to the elimination of sales of leveraged COLI as discussed  above.
Net  income increased $3, or 10%, in 1997 as compared to 1996 due to an increase
in COLI of $1 and the sale of a block of reinsurance business which resulted  in
a gain of approximately $2, after tax.

 

 GUARANTEED INVESTMENT CONTRACTS

 
 OPERATING SUMMARY
 

<TABLE>
<CAPTION>
                                                     FOR THE YEAR
                                                        ENDED
                                                 --------------------
                                                   1997       1996
                                                 ---------  ---------
<S>                                              <C>        <C>
Revenues.......................................  $     241  $      34
Expenses.......................................        241        259
                                                 ---------  ---------
Net income.....................................  $      --  $    (225)
                                                 ---------  ---------
                                                 ---------  ---------
</TABLE>

 

    The  GIC segment consists of guaranteed  rate contract ("GRC") business that
is supported  by  assets held  in  either the  Company's  general account  or  a
guaranteed separate

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

account  and includes a closed block  of guaranteed rate contracts ("Closed Book
GRC"). Historically,  a significant  majority of  these contracts  were sold  as
general  account contracts  with fixed rates  and fixed  maturities. The Company
decided in 1995,  after a thorough  review of  its GRC business,  that it  would
significantly  de-emphasize general account  GRC, choosing instead  to focus its
distribution efforts on other products  sold through other segments and  selling
general  account GRC  primarily as an  accommodation to customers.  From 1992 to
1994, the GIC segment sold over $5 billion of GRC. In contrast, the GIC  segment
sold  only $47 and $108  of general account GRC  in 1997 and 1996, respectively.
Consistent with management's expectations, the segment had no net income in 1997
and expects no material income or loss from the GIC segment in the future.

 

    Closed Book GRC results in 1996 were negatively affected by lower investment
rates and earnings in the related investment portfolio (primarily consisting  of
collateralized  mortgage  obligations  and mortgage  backed  securities)  due to
prepayments experienced in excess of assumed and historical levels. Closed  Book
GRC was also affected by the interest rate rise in 1994 when the duration of its
assets lengthened relative to that of the liabilities.

 

    Although  the Closed Book GRC asset portfolio as a whole is duration matched
with its liabilities,  certain investments  continue to have  a longer  maturity
than  their corresponding  liabilities and will  need to be  liquidated prior to
maturity in order  to meet the  specific liability commitments.  To protect  the
existing  value of  these investments,  the Company  entered into  various hedge
transactions in  late  September  1996 which  substantially  eliminated  further
fluctuation in fair value of the investments due to interest rate changes. As of
December 31, 1997, Closed Book GRC had general account assets and liabilities of
$2.2  billion. The scheduled maturities are $1.0  billion, or 45%, in 1998, $0.7
billion, or 32%, in 1999 and $0.5 billion, or 23%, thereafter.

 
 2. BUSINESS SEGMENT INFORMATION
 

    For business  segment information,  see  Note 14  to Notes  to  Consolidated
Financial Statements.

 
  D. REINSURANCE
 
    Hartford  cedes insurance to  non-affiliated insurers in  order to limit its
maximum loss. Such transfer does not relieve Hartford of its primary  liability.
Hartford  also  assumes insurance  from other  insurers.  Group life  and health
insurance is substantially reinsured to affiliated companies.
 
  E. RESERVES
 

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

 
  F. INVESTMENTS
 
 INVESTMENT OPERATIONS
 

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

 

    The  primary  investment  objective  of the  Company's  general  account and
guaranteed separate accounts  is to maximize  after-tax returns consistent  with
acceptable  risk  parameters  (including  the management  of  the  interest rate
sensitivity of invested  assets relative to  that of policyholder  obligations).
The  Company does  not have any  financial instruments entered  into for trading
purposes. The Company  is exposed  to two  primary sources  of investment  risk:
credit  risk, relating to the uncertainty associated with an obligor's continued
ability to make  timely payment  of principal  and interest,  and interest  rate
risk,  relating to the market price and/or cash flow variability associated with
changes in market  yield curves. See  the Asset-Liability Management  Strategies
section below for further discussion of the Company's approach to managing these
investment risks.

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

    The  Company's  general  account  consists  of  a  diversified  portfolio of
investments. Although all  the assets  of the  general account  support all  the
Company's  liabilities, the  Company's investment  strategy group  has developed
separate investment  portfolios  for  specific classes  of  product  liabilities
within  the general account. The strategy  group works closely with the business
lines to  develop specific  investment guidelines,  including duration  targets,
asset  allocation and convexity constraints, asset/liability mismatch tolerances
and return objectives, for  each product line in  order to achieve each  product
line's individual risk and return objectives.

 

    Invested  assets in the  Company's general account  totaled $18.2 billion at
December 31, 1997 and were comprised of $14.2 billion of fixed maturities,  $3.8
billion  of policy loans, and other investments of $227. Policy loans, which had
a weighted-average interest rate of 11.2%, as of December 31, 1997, are  secured
by  the cash value of the underlying life insurance policies. These loans do not
mature in  a conventional  sense, but  expire in  conjunction with  the  related
policy liabilities.

 

    During  1997, the Company  continued to concentrate  on reducing exposure to
collateralized mortgage  obligations ("CMOs")  and  reallocated the  funds  into
public  and  private  corporate  bonds,  commercial  mortgage-backed  securities
("MBSs")  and  other   nonresidential  asset-backed   securities.  In   general,
commercial  MBSs  and asset-backed  securities,  although subject  to prepayment
risk, are significantly less sensitive to changes in interest rates as  compared
to CMOs and MBSs.

 

    As   of  December  31,  1997  and   1996,  approximately  22.1%  and  13.2%,
respectively, of the Company's fixed maturity portfolio was invested in  private
placement   securities  (including  Rule   144A  offerings).  Private  placement
securities are generally less liquid than public securities; however,  covenants
for  private placements  are designed to  mitigate the impact  of such increased
liquidity risk.  Most  of the  private  placement securities  in  the  Company's
portfolio are rated by nationally recognized rating organizations.

 
 INVESTED ASSET CHARACTERISTICS AND DERIVATIVE STRATEGIES
 

    Invested  MBSs assets  totaled approximately  $18.2 billion  at December 31,
1997 and were comprised of asset-backed securities, including government  agency
CMOs  and MBSs of  $5.2 billion, bonds  and notes and  short-term investments of
$8.8 billion, inverse floating securities of $75 million, and other  investments
(primarily  policy loans)  of $4  billion. Policy  loans of  $3.7 billion, which
carry a weighted average interest rate of  11.2%, are secured by the cash  value
of  the life insurance policy. These loans do not mature in a conventional sense
but expire in conjunction with the related policy liabilities.

 

    The following table reflects the principal amounts of the fixed and variable
rate fixed maturity portfolio  at December 31, 1997,  along with the  respective
weighted  average coupons by estimated maturity year. Expected maturities differ
from contractual maturities due to  call or prepayment provisions. The  weighted
average  coupon  on variable  rate securities  is  based upon  spot rates  as of
December 31, 1997, and is primarily based upon the London Interbank Offered Rate
("LIBOR"). Callable bonds  and notes  are distributed  to either  call dates  or
maturity  depending on  which date produces  the most  conservative yield. Asset
backed securities,  collateralized  mortgage  obligations  and  mortgage  backed
securities  are distributed to maturity  year based on estimates  of the rate of
future prepayments of principal over the remaining life of the securities. These
estimates are developed  using prepayment  speeds provided  in broker  consensus
data.  Such estimates are derived  from prepayment speeds previously experienced
at the  interest rate  levels projected  for the  underlying collateral.  Actual
prepayment  experience may vary from these estimates. Financial instruments with
certain leverage  features have  been included  in each  of the  fixed  maturity
categories.  These instruments have  not been separately  displayed because they
were immaterial to the Company's investment portfolio.

 
                  FIXED MATURITY INVESTMENTS MATURITY SCHEDULE
                                 (IN MILLIONS)
 

<TABLE>
<CAPTION>
                                                                                                                  1997
                                               1998     1999     2000     2001    2002   THEREAFTER   TOTAL    FAIR VALUE
                                              -------  -------  -------  -------  -----  ----------  --------  ----------
<S>                                           <C>      <C>      <C>      <C>      <C>    <C>         <C>       <C>
BONDS AND NOTES - CALLABLE
  Fixed Rate
    Par value                                 $   37   $   50   $   21   $   13   $ 12    $   333    $   466    $   435
    Weighted average coupon                     10.5%     7.5%     8.0%     7.6%   7.7%       5.4%       6.3%
  Variable Rate
    Par value                                 $   66   $   15   $   28   $   33   $ 15    $   863    $ 1,020    $   966
    Weighted average coupon                      6.4%     6.7%     7.1%     6.0%   6.4%       6.5%       6.5%
</TABLE>

<PAGE>
 
26                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

<TABLE>
<CAPTION>
                                                                                                                  1997
                                               1998     1999     2000     2001    2002   THEREAFTER   TOTAL    FAIR VALUE
                                              -------  -------  -------  -------  -----  ----------  --------  ----------
<S>                                           <C>      <C>      <C>      <C>      <C>    <C>         <C>       <C>
BONDS AND NOTES - OTHER
  Fixed Rate
    Par value                                 $2,762   $1,328   $1,192   $1,133   $897    $ 6,075    $13,387    $13,465
    Weighted average coupon                      3.9%     6.8%     7.1%     7.5%   7.7%       6.3%       6.1%
  Variable Rate
    Par value                                 $  140   $   47   $  138   $ --     $ 84    $   841    $ 1,250    $ 1,141
    Weighted average coupon                      5.1%     1.3%     6.4%    --      5.7%       5.3%       5.3%
ASSET BACKED SECURITIES
  Fixed Rate
    Par value                                 $  211   $  221   $  433   $  500   $220    $   491    $ 2,076    $ 2,109
    Weighted average coupon                      6.9%     6.5%     6.7%     7.0%   6.8%       7.4%       6.9%
  Variable Rate
    Par value                                 $   39   $  186   $  184   $  261   $305    $   721    $ 1,696    $ 1,696
    Weighted average coupon                      6.2%     6.2%     6.2%     6.7%   6.2%       6.4%       6.4%
COLLATERALIZED MORTGAGE OBLIGATIONS
  Fixed Rate
    Par value                                 $   29   $  170   $  529   $  307   $ 78    $   506    $ 1,619    $ 1,582
    Weighted average coupon                      6.5%     6.0%     6.0%     5.6%   5.6%       6.1%       6.0%
  Variable Rate
    Par value                                 $   29   $   11   $   25   $   13   $  6    $   346    $   430    $   408
    Weighted average coupon                      6.7%     6.6%     4.2%     6.7%   3.4%       7.7%       7.3%
COMMERCIAL MORTGAGE BACKED SECURITIES
  Fixed Rate
    Par value                                 $    4   $   34   $  176   $  114   $118    $   798    $ 1,244    $ 1,246
    Weighted average coupon                      8.6%     7.7%     6.9%     7.7%   7.0%       7.4%       7.3%
  Variable Rate
    Par value                                 $   20   $   82   $   75   $   43   $153    $   335    $   708    $   718
    Weighted average coupon                      6.1%     7.5%     7.0%     6.6%   6.5%       7.4%       7.1%
MORTGAGE BACKED SECURITIES
  Fixed Rate
    Par value                                 $    4   $   25   $    3   $   41   $  2    $   424    $   499    $   511
    Weighted average coupon                      7.0%     7.0%     7.4%     6.2%   8.1%       7.5%       7.3%
  Variable Rate
    Par value                                 $ --     $ --     $ --     $ --     $--     $    24    $    24    $    24
    Weighted average coupon                     --       --       --       --      --         6.6%       6.6%
</TABLE>

 

 ASSET-LIABILITY MANAGEMENT STRATEGIES

 

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

 

    Derivatives play  an  important  role  in  facilitating  the  management  of
interest  rate  risk, creating  opportunities  to efficiently  fund obligations,
hedge against risks  that affect  the value  of certain  liabilities and  adjust
broad  investment risk characteristics as a result of any significant changes in
market risks. The Company uses a variety of derivatives, including swaps,  caps,
floors,  forwards and exchange-traded financial futures and options, in order to
hedge exposure  primarily  to  interest  rate  risk  on  anticipated  investment
purchases or existing assets and liabilities. The Company does not make a market
or  trade derivatives  for the express  purpose of earning  trading profits. The
Company's derivative program is monitored by an internal compliance unit and  is
reviewed  by  senior  management  and  Hartford  Life's  Finance  Committee. The
notional amounts of derivative contracts,  which represent the basis upon  which
pay  or receive amounts  are calculated and  are not reflective  of credit risk,
totaled $6.5 billion  at December 31,  1997 ($4.6 billion  related to  insurance
investments and $1.9 related to life insurance liabilities).

 
    The strategies described below are used to manage the aforementioned risks.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               27
- --------------------------------------------------------------------------------
 
ANTICIPATORY HEDGING
 

    For  certain liabilities,  the Company commits  to the price  of the product
prior to receipt of the associated  premium or deposit. Anticipatory hedges  are
routinely  executed to offset the impact of changes in asset prices arising from
interest rate  changes  pending  the  receipt of  premium  or  deposit  and  the
subsequent  purchase of an asset. These hedges involve taking a long position in
interest rate  futures or  entering into  an interest  rate swap  with  duration
characteristics   equivalent  to  the   associated  liabilities  or  anticipated
investments. The Company did not have any anticipatory hedges as of December 31,
1997.

 

LIABILITY HEDGING

 

    Several products obligate  the Company to  credit a return  to the  contract
holder  which is indexed to a market  rate. To hedge risks associated with these
products, the Company typically enters into  interest rate swaps to convert  the
contract  rate into a  rate that trades  in a more  liquid and efficient market.
This hedging  strategy  enables the  Company  to customize  contract  terms  and
conditions to customer objectives and satisfies the operation's asset/ liability
matching  policy. Additionally, interest rate swaps  are used to convert certain
fixed  contract  rates  into  floating  rates,  thereby  allowing  them  to   be
appropriately  matched  against floating  rate  assets. The  notional  amount of
derivatives used for liability hedging as of December 31, 1997 was $1.9 billion.

 

ASSET HEDGING

 

    To meet the various policyholder  obligations and to provide cost  effective
prudent  investment risk  diversification, the Company  may combine  two or more
financial instruments  to  achieve the  investment  characteristics of  a  fixed
maturity  security or that match an  associated liability. The use of derivative
instruments in this  regard effectively transfers  unwanted investment risks  or
attributes  to others. The  selection of the  appropriate derivative instruments
depends on the investment risk, the liquidity and efficiency of the market,  and
the  asset and liability characteristics. The notional amount of asset hedges as
of December 31, 1997 was $1.8 billion.

 

PORTFOLIO HEDGING

 

    The  Company  periodically  compares  the  duration  and  convexity  of  its
portfolios  of  assets  to  their  corresponding  liabilities  and  enters  into
portfolio hedges to reduce  any difference to  desired levels. Portfolio  hedges
reduce  the mismatch  between assets  and liabilities  and offset  the potential
impact to cash flows caused by changes in interest rates. The notional amount of
portfolio hedges as of December 31, 1997 was $2.8 billion.

 
INSURANCE LIABILITY CHARACTERISTICS
 

    Insurance liabilities, other  than non-guaranteed  separate accounts,  which
were  backed by  $39.4 billion in  total assets (including  investments of $28.7
billion), totaled $24.1 billion (net of  ceded reinsurance and policy loans)  at
December  31,  1997.  These  insurance liabilities  consisted  of  future policy
benefits of $3.3 billion,  other policyholder funds  of $21 billion,  guaranteed
separate accounts of $9.9 billion and reinsurance recoverables of $(6.3) billion
and  policy loans of $(3.8) billion. Matching of the duration of the investments
with respective  policyholder  obligations  is  an  explicit  objective  of  the
Company's management strategy. The Company's insurance policy liabilities, along
with  estimated  duration  periods  based on  the  Company's  internal actuarial
assumptions, can be summarized based on investment needs in the five  categories
described below at December 31, 1997.

 
                          ESTIMATED DURATION YEARS (1)
                                ($ IN BILLIONS)
 

<TABLE>
<CAPTION>
       DESCRIPTION             1998         1999         2000         2001         2002        THERAFTER      TOTAL
- --------------------------     -----        -----        -----        -----        -----     -------------  ---------
<S>                         <C>          <C>          <C>          <C>          <C>          <C>            <C>
Fixed rate asset
 accumulation vehicles....   $     2.9    $     1.8    $     1.9    $     1.2    $     0.6     $     4.3    $    12.7
Weighted average credited
 rate.....................         6.6%         7.1%         6.9%         6.9%         7.1%          6.6%         6.8%
Indexed asset accumulation
 vehicles.................   $     0.1    $     0.1    $      --    $      --    $      --     $      --    $     0.2
Weighted average credited
 rate.....................         5.7%         6.3%          --           --           --            --          5.9%
Interest credited asset
 accumulation vehicles....   $     4.2    $     0.6    $     0.4    $     0.4    $     0.5     $     4.7    $    10.8
Weighted average credited
 rate.....................         5.7%         6.0%         6.0%         6.0%         6.1%          5.9%         5.8%
Long-term pay out
 liabilities..............   $     0.1    $     0.1    $      --    $      --    $      --     $     0.4    $     0.6
Short-term pay out
 liabilities..............          --           --           --           --           --            --           --
</TABLE>

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

(1)  As  of  December 31,  1997,  the  fair value  of  the  Company's investment
    contracts including guaranteed separate accounts was $21.7 billion.

 

FIXED RATE ASSET ACCUMULATION VEHICLES

 

    Products in this  category require the  Company to  pay a fixed  rate for  a
certain  period of time. The  cash flows are not  interest sensitive because the
products are written with a market value adjustment feature and the  liabilities
have protection against the early withdrawal of funds through surrender charges.
Product examples include fixed rate annuities with a market value adjustment and
fixed  rate guaranteed investment  contracts. Contract duration  is dependent on
the policyholder's choice of guarantee period.

 

INDEXED ASSET ACCUMULATION VEHICLES

 
    Products in this category are similar  to the fixed rate asset  accumulation
vehicles but require the Company to pay a rate that is determined by an external
index.  The amount and/or timing of cash  flows will therefore vary based on the
level of the particular index. The primary risks inherent in these products  are
similar  to the fixed rate asset  accumulation vehicles, with an additional risk
that changes in the index  may adversely affect profitability. Product  examples
include indexed-guaranteed investment contracts with an estimated duration of up
to two years.
<PAGE>
28                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
INTEREST CREDITED ASSET ACCUMULATION VEHICLES
 

    Products  in  this category  credit  interest to  policyholders,  subject to
market conditions and  minimum guarantees. Policyholders  may surrender at  book
value  but  are subject  to  surrender charges  for  an initial  period. Product
examples include universal life contracts and the general account portion of the
Company's variable annuity products. Liability duration is short to intermediate
term.


LONG-TERM PAY OUT LIABILITIES

 

    Products  in  this  category  are  long-term  in  nature  and  may   contain
significant  actuarial (including mortality and morbidity) pricing and cash flow
risks. The cash flows associated with these policy liabilities are not  interest
rate  sensitive but do vary based on  the timing and amount of benefit payments.
The primary risks  associated with  these products  are that  the benefits  will
exceed  expected actuarial  pricing and/or  that the  actual timing  of the cash
flows differ from those anticipated resulting in an investment return lower than
that  assumed  in  pricing.  Product  examples  include  structured   settlement
contracts,  on-benefit  annuities (i.e.,  the  annuitant is  currently receiving
benefits thereon)  and  long-term  disability contracts.  Contract  duration  is
generally 6 to 10 years but, at times, exceeds 30 years.

 

SHORT-TERM PAY OUT LIABILITIES

 

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

 
SEPARATE ACCOUNT PRODUCTS
 

    The Company's separate accounts reflect  two categories of risk  assumption:
non-guaranteed separate accounts totaling $46.9 billion as of December 31, 1997,
wherein  the policyholder assumes substantially all  of the risk and reward, and
guaranteed separate accounts  totaling $10.5  billion as of  December 31,  1997,
wherein  the Company contractually guarantees either a minimum return or account
value to  the policyholder.  The  investment strategy  followed varies  by  fund
choice,  as outlined in the applicable  fund prospectus or separate account plan
of operations. Non-guaranteed products  include variable annuities and  variable
life  contracts.  The  funds  underlying  such  contracts  are  managed  by  the
investment staff of The  Hartford and a variety  of independent money  managers,
including  Wellington Management  Company, LLP, Putnam  Financial Services, Inc.
and  Dean  Witter  InterCapital,  Inc.  Guaranteed  separate  account   products
primarily  consist  of  modified  guaranteed  individual  annuity  and  modified
guaranteed life insurance, and  generally include MVA  features to mitigate  the
disintermediation  risk  upon surrenders.  Virtually all  of  the assets  in the
guaranteed separate accounts are fixed  maturity securities and, as of  December
31,  1997, $10.2 billion, or approximately 99%, of the fixed maturity securities
portfolio within  the  guaranteed separate  accounts  were investment  grade  or
better.  Additional investment  risk is  hedged using  a variety  of derivatives
which totaled  $119 million  in  carrying value  and  $3.0 billion  in  notional
amounts at December 31, 1997.

 
  G. COMPETITION
 

    The  Company is engaged in a business  that is highly competitive due to the
large number of  stock and mutual  life insurance companies  and other  entities
marketing  insurance products. There are  approximately 2,000 stock, mutual, and
other types of  insurers in the  life insurance business  in the United  States.
According  to A.M. Best,  the Company is the  eleventh largest consolidated life
insurance company in the United States based on statutory admitted assets as  of
December  31, 1996. As of December 31,  1997, A.M. Best assigned the Company its
second highest ranking classification, A+.

 
  H. EMPLOYEES
 

    As of February 28, 1998, the Company and HLA have approximately 4,000 direct
employees, of which  a majority  are employed at  the home  office in  Simsbury,
Connecticut.

 
  I. PROPERTIES
 

    The Company occupies office space leased from a third party by Hartford Fire
Insurance  Company ("Hartford  Fire"), an  indirect subsidiary  of The Hartford.
Expenses associated with these  offices are allocated on  a direct and  indirect
basis to Hartford Life and its subsidiaries by Hartford Fire.

 
  J. REGULATION
 

    The  insurance business of the Company is subject to comprehensive state and
federal regulation and supervision throughout the United States. The purpose  of
such regulation is primarily to provide safeguards for policyholders rather than
to  protect  the  interests  of  the stockholders.  The  laws  of  various state
jurisdictions establish supervisory  agencies with  broad administrative  powers
with  respect to, among other things, licensing to transact business, admittance
of assets, regulating premium rates,  approving policy forms, regulating  unfair
trade  and  claims  practices, establishing  reserve  requirements  and solvency
standards, fixing  maximum interest  rates on  life insurance  policy loans  and
minimum   rates  for  accumulation  of  surrender  values,  restricting  certain
transactions between affiliates and regulating the type, amount and valuation of
investments permitted. State insurance  regulators and the National  Association
of  Insurance Commissioners  ("NAIC") continually  re-examine existing  laws and
regulations.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               29
- --------------------------------------------------------------------------------
 

    The NAIC has established  solvency laws that  relate an insurance  company's
capital  requirements to  the risks  inherent in  its overall  operations. These
rules are known  as risk based  capital ("RBC").  As of December  31, 1997,  the
Company's RBC ratio was in excess of 200% of its RBC.

 

    Each  insurance company  is required  to file  detailed annual  reports with
supervisory agencies in each of the jurisdictions in which it does business  and
its  operations  and accounts  are subject  to examination  by such  agencies at
regular intervals. The  Company prepares its  statutory financial statements  in
accordance  with accounting  practices prescribed or  permitted by  the State of
Connecticut Insurance  Department.  Prescribed  statutory  accounting  practices
include  publications  of the  NAIC,  as well  as  state laws,  regulations, and
general  administrative  rules.  In  accordance  with  the  insurance  laws  and
regulations  under which the Company  operates, it is obligated  to carry on its
books, as liabilities, actuarially determined  reserves to meet its  obligations
on  its outstanding life  insurance contracts and  universal life and investment
contracts. Reserves  for life  insurance contracts  are based  on mortality  and
morbidity tables in general use in the United States, modified to reflect actual
experience.  These reserves  are computed at  amounts that,  with additions from
premiums to be received, and with interest on such reserves compounded  annually
at  certain assumed rates, are  expected to be sufficient  to meet the Company's
policy obligations at their  maturities or in the  event of an insured's  death.
Reserves  for universal life insurance  and investment products represent policy
account balances  before  applicable  surrender  charges.  In  the  accompanying
consolidated  financial statements, these life insurance reserves are determined
in accordance with generally accepted accounting principles, which may vary from
statutory requirements.

 

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

 

                                 LEGAL OPINION

 
    The  validity of the interests in the Contracts described in this Prospectus
will be passed upon for Hartford by Lynda Godkin, General Counsel and  Secretary
of Hartford.
 

                                    EXPERTS

 

    The  audited financial statements and financial statement schedules included
in this prospectus and elsewhere in the registration statement have been audited
by Arthur Andersen LLP,  independent public accountants,  as indicated in  their
report  with  respect thereto,  and  are included  herein  in reliance  upon the
authority of said firm as experts in giving said report. The principal  business
address  of Arthur  Andersen LLP is  One Financial  Plaza, Hartford, Connecticut
06103.

<PAGE>
30                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

                                   APPENDIX A
                MODIFIED GUARANTEED ANNUITY FOR QUALIFIED PLANS

 
The  CRC-Registered Trademark-  (Compound Rate  Contract) Annuity  for Qualified
Plans is a  group deferred  annuity Contract under  which one  or more  purchase
payments  may be made. Plans  eligible to purchase the  Contract are pension and
profit-sharing plans qualified under Section401(a) of the Internal Revenue  Code
(the  "Code"), Keogh Plans and eligible  state deferred compensation plans under
Section457 of the Code ("Qualified Plans").
 
    To apply for a Group Annuity  Contract, the trustee or other applicant  need
only complete an application for the Group Annuity Contract and make its initial
purchase  payment. A Group Annuity Contract will then be issued to the applicant
and subsequent Purchase Payments may be made, subject to the same $2,000 minimum
applicable to qualified  purchasers of Certificates.  While no Certificates  are
issued,  each  purchase  payment,  and  the  Account  established  thereby,  are
confirmed to the Contract  Owner. The initial  and subsequent purchase  payments
operate  to  establish Accounts  under the  Group Annuity  Contract in  the same
manner as non-qualified purchases.  Each Account will have  its own Initial  and
Subsequent  Guarantee Periods and  Guaranteed Rates. Surrenders  under the Group
Annuity Contract may be made, at the election of the Contract Owner, from one or
more of  the Accounts  established under  the Contract.  Account surrenders  are
subject  to the  same limitations,  adjustments and  charges as  surrenders made
under a certificate  (see "Surrenders," page  10). Net Surrender  Values may  be
withdrawn  or applied to  purchase annuities for  the Contract Owners' Qualified
Plan Participants.
 
    Because there are  no individual participant  accounts, the Qualified  Group
Annuity Contract issued in connection with a Qualified Plan does not provide for
death  benefits. Annuities purchased for Qualified Plan Participants may provide
for a payment upon the  death of the Annuitant,  depending on the option  chosen
(see  "Annuity Options," page  12). Additionally, since  there are no Annuitants
prior to the actual purchase of an Annuity by the Contract Owner, the provisions
regarding the Annuity Commencement Date are not applicable.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               31
- --------------------------------------------------------------------------------
 

                                   APPENDIX B
        SPECIAL PROVISIONS FOR INDIVIDUAL CONTRACTS ISSUED IN THE STATE
              OF CALIFORNIA, MICHIGAN, MISSOURI, NEW YORK, OREGON,
                 SOUTH CAROLINA, TEXAS, VIRGINIA AND WISCONSIN

 
The following  provision, among  others, applies  only to  individual  Contracts
issued  in the States of California, Michigan, Missouri, New York, Oregon, South
Carolina, Texas, Virginia and Wisconsin:
 
(1) The Contract Owner has the right to request, in writing, a surrender of  the
    Contract  within ten  (10) days  after it was  purchased. In  such event, in
    California, Michigan,  Missouri,  New  York,  Oregon,  Texas,  Virginia  and
    Wisconsin,  Hartford will pay the Contract Owner  an amount equal to the sum
    of (a) the Account Value on the  date the written request for surrender  was
    received  multiplied  by the  Market Value  Adjustment  formula and  (b) any
    charges deducted from the Purchase Payment. In Missouri and South  Carolina,
    the  Contract will  be cancelled  and any premium  paid will  be refunded in
    full.
<PAGE>
32                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

                                   APPENDIX C
                            MARKET VALUE ADJUSTMENT

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

                            [(1 + I)/(1 + J)](n/12)

 
<TABLE>
<C>        <C>        <S>
    I          =      The Guarantee Rate in effect for the Current Guarantee Period
                      (expressed as a decimal, e.g., 1% = .01)
 
    J          =      The Current Rate (expressed as a decimal, e.g., 1% = .01) in effect for durations equal
                      to the number of years remaining in the current Guarantee Period (years are rounded to
                      the next highest number of years).
 
    N          =      The number of complete months from the surrender date to the end of the current
                      Guarantee Period.
</TABLE>
 

                       EXAMPLE OF MARKET VALUE ADJUSTMENT

 

<TABLE>
<S>                       <C>
Beginning Account Value:  $50,000
Guarantee Period:         5 Years
Guarantee Rate:           5.50% per annum
Full Surrender:           Middle of Contract Year 3
</TABLE>

 
 EXAMPLE 1:
 

<TABLE>
<S>                               <C>        <C>
Gross Surrender Value at middle
 of
 Contract Year 3                      =      50,000 (1.055)(2.5) = 57,161.18
Net Surrender Value at middle of
 Contract Year 3                      =      [57,161.18 - (0.05) X 57,161.18]
                                             X Market Value Adjustment
                                      =      $54,303.12 X Market Value Adjustment
Market Value Adjustment
</TABLE>

 

<TABLE>
<C>        <C>        <S>
    I          =      0.055
    J          =      0.061
    N          =      30
</TABLE>

 

<TABLE>
<S>                               <C>        <C>
Market Value Adjustment               =      [(1 + I)/(1 + J)](n/12)
                                      =      (1.055/1.061)(30/12)
                                      =      0.985922
Net Surrender Value at middle of
 Contract Year 3                      =      $54,303.12 X 0.985922
                                      =      $53,538.64
</TABLE>

 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               33
- --------------------------------------------------------------------------------
 

                       EXAMPLE OF MARKET VALUE ADJUSTMENT

 

<TABLE>
<S>                       <C>
Beginning Account Value:  $50,000
Guarantee Period:         5 Years
Guarantee Rate:           5.50% per annum
Full Surrender:           Middle of Contract Year 3
</TABLE>

 

 EXAMPLE 2:

 

<TABLE>
<S>                               <C>        <C>
Gross Surrender Value at middle
 of
 Contract Year 3                      =      50,000 (1.055)(2.5) = 57,161.18
Net Surrender Value at middle of
 Contract Year 3                      =      [57,161.18 - (0.05) X 57,161.18]
                                             X Market Value Adjustment
                                      =      $54,303.12 X Market Value Adjustment
Market Value Adjustment
</TABLE>

 

<TABLE>
<C>        <C>        <S>
    I          =      .055
    J          =      0.050
    N          =      30
</TABLE>

 

<TABLE>
<S>                               <C>        <C>
Market Value Adjustment               =      [(1 + I)/(1 + J)](N/12)
                                      =      (1.055/1.05)(30/12)
                                      =      1.011947
Net Surrender Value at middle of
 Contract Year 3                      =      $54,303.12 X 1.011947
                                      =      $54,951.88
</TABLE>

 
    This example does not include any applicable taxes.
<PAGE>
34                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
 

<TABLE>
<CAPTION>
                                                                   PAGE
                                                                   ----
<S>                                                                <C>
Report of Management.............................................    35
Report of Independent Public Accountants.........................    36
Consolidated Statements of Income for the three years ended
 December 31, 1997...............................................    37
Consolidated Balance Sheets as of December 31, 1996 and 1995.....    38
Consolidated Statements of Stockholder's Equity for the three
 years ended December 31, 1997...................................    39
Consolidated Statements of Cash Flows for the three years ended
 December 31, 1997...............................................    40
Notes to Consolidated Financial Statements.......................    41
Schedule I -- Summary of Investments -- Other than Investments in
 Affiliates as of December 31, 1997..............................    53
Schedule III -- Supplementary Insurance Information for the three
 years ended December 31, 1997...................................    54
Schedule IV -- Reinsurance for the three years ended December 31,
 1997............................................................    55
</TABLE>

 
    All schedules  not listed  above  have been  omitted  because they  are  not
applicable  or the amounts are insignificant,  immaterial or the information has
been otherwise supplied in the financial statements or notes thereto.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               35
- --------------------------------------------------------------------------------
 

                              REPORT OF MANAGEMENT

 

    The management of  Hartford Life  Insurance Company  and subsidiaries  ("the
Company")  is responsible for  the preparation and  integrity of the information
contained in  the  accompanying  consolidated  financial  statements  and  other
sections  of  the  Annual  Report.  The  consolidated  financial  statements are
prepared in accordance with generally accepted accounting principles, and, where
necessary, include amounts that are based on management's informed judgments and
estimates. Management  believes these  statements present  fairly the  Company's
financial  position and results  of operations, and,  that any other information
contained in the Annual Report is consistent with the financial statements.

 

    Management has made  available the Company's  financial records and  related
data  to Arthur Andersen LLP, independent  public accountants, in order for them
to perform an audit  of the Company's  consolidated financial statements.  Their
report appears on page 36.

 

    An  essential element in meeting  management's financial responsibilities is
the Company's  system  of  internal  controls.  These  controls,  which  include
accounting  controls and the internal auditing  program, are designed to provide
reasonable assurance that assets are safeguarded, and transactions are  properly
authorized,  executed  and  recorded.  The controls,  which  are  documented and
communicated to employees in the form  of written codes of conduct and  policies
and  procedures,  provide  for  the  careful  selection  of  personnel  and  for
appropriate division  of  responsibility. Management  continually  monitors  for
compliance,  while  the  Company's internal  auditors  independently  assess the
effectiveness of the  controls and make  recommendations for improvement.  Also,
Arthur  Andersen LLP  took into consideration  the Company's  system of internal
controls in determining the nature, timing and extent of its audit tests.

 

    Another important element is management's recognition of its  responsibility
for  fostering a  strong, ethical climate,  thereby ensuring  that the Company's
affairs are  transacted  according to  the  highest standards  of  personal  and
professional conduct. The Company has a long-standing reputation of integrity in
business  conduct and utilizes communication and education to create and fortify
a strong compliance culture.

 
    The Audit Committee of the Board  of Directors of The Hartford, composed  of
non-employee  directors,  meets  periodically  with  the  external  and internal
auditors to  evaluate  the  effectiveness  of the  work  performed  by  them  in
discharging  their respective responsibilities and  to ensure their independence
and free access to the Committee.
<PAGE>
36
- --------------------------------------------------------------------------------
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To Hartford Life Insurance Company:
 
We  have audited the  accompanying Consolidated Balance  Sheets of Hartford Life
Insurance Company (the "Company") and subsidiaries  as of December 31, 1997  and
1996,  and the related  Consolidated Statements of  Income, Stockholder's Equity
and Cash Flows  for each of  the three years  in the period  ended December  31,
1997.  These  consolidated financial  statements and  the schedules  referred to
below are the responsibility of the Company's management. Our responsibility  is
to  express an opinion on these financial  statements and schedules based on our
audits.
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above  present
fairly,  in  all  material respects,  the  financial position  of  Hartford Life
Insurance Company and  subsidiaries as of  December 31, 1997  and 1996, and  the
results  of their operations and their cash flows for each of the three years in
the period  ended  December 31,  1997,  in conformity  with  generally  accepted
accounting principles.
 
Our  audits  were  made for  the  purpose of  forming  an opinion  on  the basic
financial statements  taken  as  a  whole. The  schedules  listed  in  Index  to
Consolidated Financial Statements and Schedules are presented for the purpose of
complying  with the Securities and Exchange  Commission's rules and are not part
of the basic financial  statements. These schedules have  been subjected to  the
auditing procedures applied in the audits of the basic financial statements and,
in  our  opinion,  fairly state  in  all  material respects  the  financial data
required to be set forth therein  in relation to the basic financial  statements
taken as a whole.
 
                                         ARTHUR ANDERSEN LLP
 
Hartford, Connecticut
January 27, 1998
<PAGE>
                                                                              37
- --------------------------------------------------------------------------------
 
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
                                                        FOR THE YEARS ENDED
                                                            DECEMBER 31,
                                                      ------------------------
                                                       1997     1996     1995
                                                      ------   ------   ------
                                                           (IN MILLIONS)
 <S>                                                  <C>      <C>      <C>
 Revenues
   Premiums and other considerations...............   $1,637   $1,705   $1,487
   Net investment income...........................    1,368    1,397    1,328
   Net realized capital gains (losses).............        4     (213)     (11)
                                                      ------   ------   ------
     Total revenues................................    3,009    2,889    2,804
                                                      ------   ------   ------
 Benefits, claims and expenses
   Benefits, claims and claim adjustment
    expenses.......................................    1,379    1,535    1,422
   Amortization of deferred policy acquisition
    costs..........................................      335      234      199
   Dividends to policyholders......................      240      635      675
   Other expenses..................................      586      427      317
                                                      ------   ------   ------
     Total benefits, claims and expenses...........    2,540    2,831    2,613
                                                      ------   ------   ------
   Income before income tax expense................      469       58      191
   Income tax expense..............................      167       20       62
                                                      ------   ------   ------
 Net income........................................   $  302   $   38   $  129
                                                      ------   ------   ------
                                                      ------   ------   ------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
<PAGE>
38                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                       AS OF DECEMBER
                                                             31,
                                                      -----------------
                                                       1997      1996
                                                      -------   -------
 <S>                                                  <C>       <C>
                                                        (IN MILLIONS,
                                                      EXCEPT FOR SHARE
                                                            DATA)
 Assets
   Investments
   Fixed maturities, available for sale, at fair
    value (amortized cost of $13,885 and
    $13,579).......................................   $14,176   $13,624
   Equity securities, at fair value................       180       119
   Policy loans, at outstanding balance............     3,756     3,836
   Other investments, at cost......................        47        56
                                                      -------   -------
     Total investments.............................    18,159    17,635
   Cash............................................        54        43
   Premiums receivable and agents' balances........        18       137
   Accrued investment income.......................       330       407
   Reinsurance recoverables........................     6,325     6,259
   Deferred policy acquisition costs...............     3,315     2,760
   Deferred income tax.............................       348       474
   Other assets....................................       352       357
   Separate account assets.........................    69,055    49,690
                                                      -------   -------
     Total assets..................................   $97,956   $77,762
                                                      -------   -------
                                                      -------   -------
 
 Liabilities
   Future policy benefits..........................   $ 3,270   $ 2,474
   Other policyholder funds........................    21,034    22,134
   Other liabilities...............................     2,254     1,572
   Separate account liabilities....................    69,055    49,690
                                                      -------   -------
     Total liabilities.............................    95,613    75,870
                                                      -------   -------
 
 Stockholder's Equity
   Common stock -- 1,000 shares authorized, issued
    and outstanding, par value $5,690..............         6         6
   Additional paid in capital......................     1,045     1,045
   Net unrealized capital gains on securities, net
    of tax.........................................       179        30
   Retained earnings...............................     1,113       811
                                                      -------   -------
     Total stockholder's equity....................     2,343     1,892
                                                      -------   -------
   Total liabilities and stockholder's equity......   $97,956   $77,762
                                                      -------   -------
                                                      -------   -------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               39
- --------------------------------------------------------------------------------
 
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
 
<TABLE>
<CAPTION>
                                                                    NET UNREALIZED
                                                                     CAPITAL GAINS
                                                     ADDITIONAL       (LOSSES) ON                       TOTAL
                                           COMMON     PAID IN         SECURITIES,      RETAINED     STOCKHOLDER'S
                                           STOCK      CAPITAL         NET OF TAX       EARNINGS        EQUITY
                                           ------  --------------   ---------------   -----------   -------------
 <S>                                       <C>     <C>              <C>               <C>           <C>
                                                                       (IN MILLIONS)
 Balance, December 31, 1994..............    $6        $  826            $(654)         $  644         $  822
   Net income............................    --            --              --              129            129
   Capital contribution..................    --           181              --               --            181
   Change in net unrealized capital gains
    (losses) on securities, net of tax...    --            --             597               --            597
                                             --
                                                       ------          ------         -----------      ------
 Balance, December 31, 1995..............     6         1,007             (57)             773          1,729
   Net income............................    --            --              --               38             38
   Capital contribution..................    --            38              --               --             38
   Change in net unrealized capital gains
    (losses) on securities, net of tax...    --            --              87               --             87
                                             --
                                                       ------          ------         -----------      ------
 Balance, December 31, 1996..............     6         1,045              30              811          1,892
   Net income............................    --            --              --              302            302
   Change in net unrealized capital gains
    (losses) on securities, net of tax...    --            --             149               --            149
                                             --
                                                       ------          ------         -----------      ------
 Balance, December 31, 1997..............    $6        $1,045            $179           $1,113         $2,343
                                             --
                                             --
                                                       ------          ------         -----------      ------
                                                       ------          ------         -----------      ------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
<PAGE>
40                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                           FOR THE YEARS ENDED DECEMBER
                                                       31,
                                          ------------------------------
                                            1997       1996       1995
                                          --------   --------   --------
                                                  (IN MILLIONS)
<S>                                       <C>        <C>        <C>
Operating Activities
  Net income............................  $    302   $     38   $    129
  Adjustments to reconcile net income to
   cash provided by operating activities
  Depreciation and amortization.........         8         14         21
  Net realized capital (gains) losses...        (4)       213         11
  Decrease (increase) in deferred income
   taxes................................        40       (102)      (172)
  Increase in deferred policy
   acquisition costs....................      (555)      (572)      (379)
  Decrease (increase) in premiums
   receivable and agents' balances......       119         10        (81)
  Decrease (increase) in accrued
   investment income....................        77        (13)       (16)
  Decrease (increase) in other assets...        52       (132)      (177)
  (Increase) decrease in reinsurance
   recoverables.........................      (416)       179        (35)
  Increase (decrease) in liabilities for
   future policy benefits...............       796        (92)       483
  Increase in other liabilities.........       379        477        281
                                          --------   --------   --------
    Cash provided by operating
     activities.........................       798         20         65
                                          --------   --------   --------
Investing Activities
  Purchases of fixed maturity
   investments..........................    (6,231)    (5,747)    (6,228)
  Sales of fixed maturity investments...     4,232      3,459      4,845
  Maturities and principal paydowns of
   fixed maturity investments...........     2,329      2,693      1,741
  Net sales (purchases) of other
   investments..........................        24       (107)      (871)
  Net (purchases) sales of short-term
   investments..........................      (638)        84        (24)
                                          --------   --------   --------
    Cash (used for) provided by
     investing activities...............      (284)       382       (537)
                                          --------   --------   --------
Financing Activities
  Capital contribution..................        --         38         --
  Net (disbursements for) receipts from
   investment and universal life-type
   contracts (charged against) credited
   to policyholder accounts.............      (503)      (443)       498
                                          --------   --------   --------
    Cash (used for) provided by
     financing activities...............      (503)      (405)       498
                                          --------   --------   --------
  Increase (decrease) in cash...........        11         (3)        26
  Cash -- beginning of year.............        43         46         20
                                          --------   --------   --------
  Cash -- end of year...................  $     54   $     43   $     46
                                          --------   --------   --------
                                          --------   --------   --------
Supplemental Disclosure of Cash Flow
 Information:
  Net Cash Paid During the Year for:
  Income taxes..........................  $      9   $    189   $    162
 
Noncash Financing Activities:
  Capital contribution..................  $     --   $     --   $    181
                                          --------   --------   --------
                                          --------   --------   --------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               41
- --------------------------------------------------------------------------------
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   (DOLLAR AMOUNTS IN MILLIONS EXCEPT PER SHARE DATA UNLESS OTHERWISE STATED)
 
 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
 
    These  consolidated  financial  statements include  Hartford  Life Insurance
Company and its wholly-owned subsidiaries (the "Company"), ITT Hartford Life and
Annuity  Insurance  Company   ("ILA")  and  ITT   Hartford  International   Life
Reassurance  Corporation  ("HLRe"), formerly  American Skandia  Life Reinsurance
Corporation. The  Company is  a  wholly-owned subsidiary  of Hartford  Life  and
Accident  Insurance Company ("HLA"), a wholly-owned subsidiary of Hartford Life,
Inc. ("Hartford  Life").  Hartford  Life  is a  direct  subsidiary  of  Hartford
Accident  and Indemnity Company ("HA&I"), an indirect subsidiary of The Hartford
Financial Services Group, Inc. ("The Hartford"). On February 10, 1997,  Hartford
Life  filed  a  registration  statement, as  amended,  with  the  Securities and
Exchange Commission  relating  to an  Initial  Public Offering  ("IPO")  of  the
Hartford  Life's Class  A Common  Stock. Pursuant  to the  IPO on  May 22, 1997,
Hartford Life sold  to the  public 26  million shares  at $28.25  per share  and
received  net proceeds of  $687. Of the  proceeds, $527 was  used to retire debt
related to Hartford Life's outstanding promissory notes and line of credit  with
the  remaining $160 contributed by Hartford Life to HLA to support growth in its
core businesses.
 
    On December  19,  1995,  ITT Industries,  Inc.  (formerly  ITT  Corporation)
("ITT")  distributed all the outstanding shares of capital stock of The Hartford
to ITT stockholders of record on such date. As a result, The Hartford became  an
independent, publicly traded company.
 
    Along  with its  parent, the  Company is  a leading  insurance and financial
services company  which  provides (a)  investment  products such  as  individual
variable   annuities  and  fixed  market   value  adjusted  annuities,  deferred
compensation and  retirement plan  services  and mutual  funds for  savings  and
retirement  needs; (b) life insurance for income protection and estate planning;
and (c)  employee benefits  products such  as group  life and  group  disability
insurance and corporate owned life insurance.
 
 2. SIGNIFICANT ACCOUNTING POLICIES
 
(A) BASIS OF PRESENTATION
 
    These  consolidated  financial  statements present  the  financial position,
results of operations and cash flows  of the Company. All material  intercompany
transactions  and balances between the  Company, its subsidiaries and affiliates
have been eliminated. The consolidated financial statements are prepared on  the
basis  of generally accepted accounting  principles which differ materially from
the statutory accounting  practices prescribed by  various insurance  regulatory
authorities.
 
    The  preparation  of  financial  statements,  in  conformity  with generally
accepted accounting  principles,  requires  management  to  make  estimates  and
assumptions  that  affect the  reported amounts  of  assets and  liabilities and
disclosure of contingent  assets and liabilities  at the date  of the  financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Actual  results could  differ from those  estimates. The  most
significant   estimates  include  those  used  in  determining  deferred  policy
acquisition costs  and  the  liability  for future  policy  benefits  and  other
policyholder  funds. Although some  variability is inherent  in these estimates,
management believes the amounts provided are adequate.
 
    Certain reclassifications have been made to prior year financial information
to conform to the current year presentation.
 
(B) CHANGES IN ACCOUNTING PRINCIPLES
 
    In December 1997,  the American  Institute of  Certified Public  Accountants
("AICPA") issued Statement of Position ("SOP") No. 97-3 "Accounting by Insurance
and  Other  Enterprises for  Insurance Related  Assessments". This  SOP provides
guidance on  accounting  by  insurance and  other  enterprises  for  assessments
related to insurance activities. Specifically, the SOP provides guidance on when
a  guaranty fund or  other assessment should  be recognized, how  to measure the
liability, and what information should be disclosed. This SOP will be  effective
for  fiscal years beginning after December 15, 1998. Adoption of SOP 97-3 is not
expected to  have a  material impact  on the  Company's financial  condition  or
results of operations.
 
    On  November 14,  1996, the  Emerging Issues  Task Force  ("EITF") reached a
consensus on Issue No. 96-12, "Recognition of Interest Income and Balance  Sheet
Classification  of  Structured Notes".  This  EITF issue  requires  companies to
record income  on  certain structured  securities  on a  retrospective  interest
method.  The Company adopted  EITF No. 96-12  for structured securities acquired
after November 14,  1996. Adoption of  EITF No.  96-12 did not  have a  material
effect on the Company's financial condition or results of operations.
 
    In  June  1996, the  Financial  Accounting Standards  Board  ("FASB") issued
Statement of Financial  Accounting Standards ("SFAS")  No. 125, "Accounting  for
Transfers  and Servicing of Financial  Assets and Extinguishment of Liabilities"
which   is    effective   for    transfers    and   servicing    of    financial
<PAGE>
42                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
assets  and extinguishments  of liabilities  occurring after  December 31, 1996.
This statement established criteria  for determining whether transferred  assets
should  be  accounted  for  as sales  or  secured  borrowings.  Subsequently, in
December 1996, the  FASB issued  SFAS No. 127,  "Deferral of  Effective Date  of
Certain  Provisions of FASB Statement No.  125", which defers the effective date
of certain provisions of SFAS No. 125 for one year. Adoption of SFAS No. 125  is
not  expected to have a material effect  on the Company's financial condition or
results of operations.
 
    Effective January 1, 1996, the Company adopted SFAS No. 121, "Accounting for
the Impairment of  Long-Lived Assets and  for Long-Lived Assets  to be  Disposed
Of".  This  statement establishes  accounting  standards for  the  impairment of
long-lived assets,  certain identifiable  intangibles, and  goodwill related  to
those  assets  to  be  held  and used  and  for  long-lived  assets  and certain
identifiable intangibles to  be disposed of.  Adoption of SFAS  No. 121 did  not
have  a  material effect  on  the Company's  financial  condition or  results of
operations.
 
    The Company's cash flows  were not impacted by  these changes in  accounting
principles.
 
(C) REVENUE RECOGNITION
 
    Revenues for universal life-type policies and investment products consist of
policy  charges for the  cost of insurance,  policy administration and surrender
charges assessed to policy account balances and are recognized in the period  in
which  services  are  provided.  Premiums  for  traditional  life  insurance and
disability  policies  are  recognized  as  revenues  when  they  are  due   from
policyholders.
 
(D) FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS
 
    Liabilities for future policy benefits are computed by the net level premium
method using interest rate assumptions varying from 3% to 11% and withdrawal and
mortality  assumptions appropriate at the time  the policies were issued. Health
reserves, which  are the  result  of sales  of  group long-term  and  short-term
disability,  stop loss, Medicare Supplement  and individual disability products,
are stated at amounts determined by estimates on individual cases and  estimates
of  unreported  claims  based  on  past  experience.  Liabilities  for universal
life-type and investment  contracts are  stated at  policyholder account  values
before surrender charges.
 
(E) POLICYHOLDER REALIZED CAPITAL GAINS AND LOSSES
 
    Realized  capital gains and losses  on security transactions associated with
the Company's  immediate participation  guaranteed contracts  are excluded  from
revenues  and deferred over the expected maturity of the securities, since under
the terms of the  contracts the realized  gains and losses  will be credited  to
policyholders in future years as they are entitled to receive them.
 
(F) INVESTMENTS
 
    The  Company's investments in fixed  maturities include bonds and commercial
paper which are considered "available for  sale" and accordingly are carried  at
fair  value with the after-tax difference from  cost reflected as a component of
Stockholder's Equity  designated  "Net  unrealized  capital  gains  (losses)  on
securities,   net  of  tax".   Equity  securities,  which   include  common  and
non-redeemable preferred stocks, are carried  at fair values with the  after-tax
difference from cost reflected in Stockholder's Equity. Policy loans are carried
at outstanding balance which approximates fair value. Net realized capital gains
and  losses, after  deducting pension  policyholders' share,  are reported  as a
component of revenue and are determined on a specific identification basis.
 
    The Company's accounting  policy for impairment  requires recognition of  an
other  than temporary impairment charge  on a security if  it is determined that
the Company  is  unable  to  recover  all  amounts  due  under  the  contractual
obligations of the security. In addition, for securities expected to be sold, an
other  than temporary  impairment charge is  recognized if the  Company does not
expect the fair value of a security  to recover to cost or amortized cost  prior
to  the expected date of sale. Once  an impairment charge has been recorded, the
Company then continues to review the other than temporarily impaired  securities
for appropriate valuation on an on-going basis.
 
    During 1996, it was determined that certain individual securities within the
investment  portfolio supporting the Company's block of guaranteed rate contract
business written  prior  to  1995  ("Closed Book  GRC")  could  not  recover  to
amortized cost prior to sale. Therefore, an other than temporary impairment loss
of $88, after-tax, was recorded.
 
(G) DERIVATIVE INSTRUMENTS
 
    The  Company uses a variety of derivative instruments including swaps, caps,
floors, forwards and exchange traded financial futures and options as part of an
overall risk  management strategy.  These instruments  are used  as a  means  of
hedging  exposure  to price,  foreign  currency and/  or  interest rate  risk on
planned investment purchases  or existing  assets and  liabilities. The  Company
does  not  hold  or  issue  derivative  instruments  for  trading  purposes. The
Company's accounting  for  derivative instruments  used  to manage  risk  is  in
accordance with the concepts established in SFAS No. 80, "Accounting for Futures
Contracts",  SFAS  No.  52,  "Foreign  Currency  Translation",  AICPA  SOP 86-2,
"Accounting for Options"  and various EITF  pronouncements. Written options  are
used,  in all cases in conjunction with other assets and derivatives, as part of
the Company's asset  and liability management  strategy. Derivative  instruments
are  carried  at values  consistent with  the asset  or liability  being hedged.
Derivative instruments used to hedge  fixed maturities or equity securities  are
carried at fair value
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               43
- --------------------------------------------------------------------------------
 
with  the  after-tax difference  from  cost reflected  in  Stockholder's Equity.
Derivative instruments used to  hedge other invested  assets or liabilities  are
carried at cost.
 
    Derivative  instruments  must  be designated  at  inception as  a  hedge and
measured for  effectiveness both  at inception  and on  an on-going  basis.  The
Company's  minimum  correlation  threshold  for  hedge  designation  is  80%. If
correlation, which is  assessed monthly and  measured based on  a rolling  three
month  average, falls below 80%, hedge accounting will be terminated. Derivative
instruments used  to create  a synthetic  asset must  meet synthetic  accounting
criteria including designation at inception and consistency of terms between the
synthetic   and  the  instrument  being  replicated.  Consistent  with  industry
practice, synthetic instruments are accounted for like the financial  instrument
it  is intended  to replicate.  Derivative instruments  which fail  to meet risk
management criteria, subsequent to  acquisition, are marked  to market with  the
impact reflected in the Consolidated Statements of Income.
 
    Gains  or losses on financial futures contracts entered into in anticipation
of the investment of future receipt of  product cash flows are deferred and,  at
the  time of the ultimate investment purchase, reflected as an adjustment to the
cost basis of the purchased asset. Gains  or losses on futures used in  invested
asset  risk management  are deferred  and adjusted  into the  cost basis  of the
hedged asset when the  contract futures are closed,  except for futures used  in
duration hedging which are deferred and basis adjusted on a quarterly basis. The
basis  adjustments are amortized  into net investment  income over the remaining
asset life.
 
    Open forward commitment contracts are marked to market through Stockholder's
Equity. Such contracts are accounted for at settlement by recording the purchase
of the specified securities at the  previously committed price. Gains or  losses
resulting  from  the  termination  of forward  commitment  contracts  before the
delivery of  the  securities  are recognized  immediately  in  the  Consolidated
Statements of Income as a component of net investment income.
 
    The  cost of options entered into as  part of a risk management strategy are
basis adjusted  to the  underlying asset  or liability  and amortized  over  the
remaining  life of the option. Gains or  losses on expiration or termination are
adjusted into the basis of the underlying asset or liability and amortized  over
the remaining asset life.
 
    Interest  rate swaps involve  the periodic exchange  of payments without the
exchange of underlying principal or  notional amounts. Net receipts or  payments
are  accrued and recognized over the life of the swap agreement as an adjustment
to investment  income.  Should the  swap  be terminated,  the  gain or  loss  is
adjusted  into  the basis  of  the asset  or  liability and  amortized  over the
remaining life. Should the hedged asset be sold or liability terminated  without
terminating  the  swap  position,  any  swap  gains  or  losses  are immediately
recognized  in  net  investment  income.   Interest  rate  swaps  purchased   in
anticipation  of an  asset purchase ("anticipatory  transaction") are recognized
consistent with  the  underlying  asset  components  such  that  the  settlement
component  is  recognized in  the Consolidated  Statements  of Income  while the
change in market value is recognized as an unrealized capital gain or loss.
 
    Premiums paid on purchased floor or cap agreements and the premium  received
on  issued cap or floor agreements (used  for risk management) are adjusted into
the basis of the applicable  asset and amortized over  the asset life. Gains  or
losses on termination of such positions are adjusted into the basis of the asset
or  liability  and amortized  over the  remaining asset  life. Net  payments are
recognized as an adjustment to income or basis adjusted and amortized  depending
on the specific hedge strategy.
 
    Forward  exchange contracts and foreign currency  swaps are accounted for in
accordance with SFAS No. 52. Changes in the spot rate of instruments  designated
as  hedges of the  net investment in  a foreign subsidiary  are reflected in the
cumulative translation adjustments component of Stockholder's Equity. Cash flows
from futures, options, and swaps, accounted for as hedges, are included with the
cash flows of the item being hedged.
 
(H) SEPARATE ACCOUNTS
 
    The Company  maintains separate  account assets  and liabilities  which  are
reported  at  fair  value. Separate  account  assets are  segregated  from other
investments, and investment income and gains  and losses accrue directly to  the
policyholders.  Separate  accounts reflect  two  categories of  risk assumption:
non-guaranteed  separate  accounts,   wherein  the   policyholder  assumes   the
investment  risk, and  guaranteed separate  account assets,  wherein the Company
contractually guarantees  either  a  minimum  return or  account  value  to  the
policyholder.
 
(I) DEFERRED POLICY ACQUISITION COSTS
 
    Policy acquisition costs, which include commissions and certain underwriting
expenses associated with acquiring business, are deferred and amortized over the
estimated  lives of  the contracts,  generally 20  years. Generally, acquisition
costs are deferred and amortized  using the retrospective deposit method.  Under
the  retrospective deposit method, acquisition costs are amortized in proportion
to  the  present  value  of  expected  gross  profits  from  surrender  charges,
investment,  mortality and expense  margins. Actual gross  profits can vary from
management's estimates  resulting  in increases  or  decreases in  the  rate  of
amortization. Management periodically updates these estimates, when appropriate,
and  evaluates the recoverability  of the deferred  acquisition cost asset. When
appropriate, management revises its assumptions  on the estimated gross  profits
of these contracts and the cumulative amortization
<PAGE>
44                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
for the books of business are reestimated and adjusted by a cumulative charge or
credit to income.
 
    The Company's other expenses include the following:
 
<TABLE>
<CAPTION>
                                          1997       1996       1995
                                        ---------  ---------  ---------
<S>                                     <C>        <C>        <C>
Commissions...........................  $     976  $     848  $     619
Deferred acquisition costs............       (862)      (823)      (618)
Other.................................        472        402        316
                                        ---------  ---------  ---------
    Total other expenses..............  $     586  $     427  $     317
                                        ---------  ---------  ---------
                                        ---------  ---------  ---------
</TABLE>
 
(J) DIVIDENDS TO POLICYHOLDERS
 
    Certain  life insurance  policies contain  dividend payment  provisions that
enable the policyholder  to participate in  the earnings of  the life  insurance
subsidiaries  of the Company. The participating insurance in force accounted for
55%, 44%, and 41% in 1997, 1996,  and 1995, respectively, of total insurance  in
force.
 
 3. INITIAL PUBLIC OFFERING
 
    On  February  10, 1997,  Hartford Life  filed  a registration  statement, as
amended, with the  Securities and Exchange  Commission, relating to  the IPO  of
Hartford  Life's Class  A Common  Stock. Pursuant  to the  IPO on  May 22, 1997,
Hartford Life sold  to the  public 26  million shares  at $28.25  per share  and
received  proceeds, net of offering expenses, of $687. Of the proceeds, $527 was
used to retire debt related to Hartford Life's promissory notes outstanding  and
line  of credit. The remaining  $160 was contributed by  Hartford Life to HLA to
support growth  in  its core  businesses.  The 26  million  shares sold  in  the
Offering  represent approximately 18.6% of the equity ownership in Hartford Life
and approximately 4.4% of the combined  voting power of Hartford Life's Class  A
and  Class B Common Stock. The Hartford  owns all of the 114 million outstanding
shares of  Class B  Common Stock  of Hartford  Life, representing  approximately
81.4%  of the equity ownership  in Hartford Life and  approximately 95.6% of the
combined voting  power of  Hartford Life's  Class A  and Class  B Common  Stock.
Holders  of Class A Common Stock generally  have identical rights to the holders
of Class B  Common Stock except  that the holders  of Class A  Common Stock  are
entitled  to  one vote  per  share while  holders of  Class  B Common  Stock are
entitled to five votes per share on all matters submitted to a vote of  Hartford
Life's stockholders.
 
 4. INVESTMENTS AND DERIVATIVE INSTRUMENTS
 
(A) COMPONENTS OF NET INVESTMENT INCOME
 
<TABLE>
<CAPTION>
                                            FOR THE YEARS ENDED
                                               DECEMBER 31,
                                      -------------------------------
                                        1997       1996       1995
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Interest income from fixed
 maturities.........................  $     932  $     918  $     996
Interest income from policy loans...        425        477        342
Income from other investments.......         26         15          1
                                      ---------  ---------  ---------
Gross investment income.............      1,383      1,410      1,339
Less: Investment expenses...........         15         13         11
                                      ---------  ---------  ---------
Net investment income...............  $   1,368  $   1,397  $   1,328
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>
 
(B) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)
 
<TABLE>
<CAPTION>
                                                  FOR THE YEARS ENDED
                                                     DECEMBER 31,
                                           ---------------------------------
                                              1997        1996       1995
                                              -----     ---------  ---------
<S>                                        <C>          <C>        <C>
Fixed maturities.........................   $      (7)  $    (201) $      23
Equity securities........................          12           2         (6)
Real estate and other....................          (1)         (4)       (25)
Less: Increase in liability to
 policyholders for realized capital
 gains...................................          --         (10)        (3)
                                                  ---   ---------  ---------
Net realized capital gains (losses)         $       4   $    (213) $     (11)
                                                  ---   ---------  ---------
                                                  ---   ---------  ---------
</TABLE>
 
(C) NET UNREALIZED CAPITAL GAINS (LOSSES) ON EQUITY SECURITIES
 
<TABLE>
<CAPTION>
                                                       FOR THE YEARS ENDED
                                                          DECEMBER 31,
                                              -------------------------------------
                                                 1997         1996         1995
                                                 -----        -----        -----
<S>                                           <C>          <C>          <C>
Gross unrealized capital gains..............   $      14    $      13    $       4
Gross unrealized capital losses.............          --           (1)          (2)
                                                     ---          ---          ---
Net unrealized capital gains................          14           12            2
Deferred income tax expense.................           5            4            1
                                                     ---          ---          ---
Net unrealized capital gains, net of tax....           9            8            1
Balance -- beginning of year................           8            1           (6)
                                                     ---          ---          ---
Net change in unrealized capital gains
 (losses) on equity securities..............   $       1    $       7    $       7
                                                     ---          ---          ---
                                                     ---          ---          ---
</TABLE>
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               45
- --------------------------------------------------------------------------------
 
(D) NET UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED MATURITIES
 
<TABLE>
<CAPTION>
                                                                    FOR THE YEARS ENDED
                                                                       DECEMBER 31,
                                                                   ---------------------
                                                                   1997    1996    1995
                                                                   -----   -----   -----
<S>                                                                <C>     <C>     <C>
Gross unrealized capital gains...................................  $ 371   $ 386   $ 529
Gross unrealized capital losses..................................    (80)   (341)   (569)
Unrealized capital (gains) losses credited to policyholders......    (30)    (11)    (52)
                                                                   -----   -----   -----
Net unrealized capital gains (losses)............................    261      34     (92)
Deferred income tax expense (benefit)............................     91      12     (34)
                                                                   -----   -----   -----
Net unrealized capital gains (losses), net of tax................    170      22     (58)
Balance -- beginning of year.....................................     22     (58)   (648)
                                                                   -----   -----   -----
Net change in unrealized capital gains (losses) on fixed
 maturities......................................................  $ 148   $  80   $ 590
                                                                   -----   -----   -----
                                                                   -----   -----   -----
</TABLE>
 
(E) FIXED MATURITY INVESTMENTS
 
<TABLE>
<CAPTION>
                                                                                 AS OF DECEMBER 31, 1997
                                                                   ---------------------------------------------------
                                                                                   GROSS         GROSS
                                                                   AMORTIZED    UNREALIZED    UNREALIZED
                                                                      COST         GAINS        LOSSES      FAIR VALUE
                                                                   ----------   -----------   -----------   ----------
<S>                                                                <C>          <C>           <C>           <C>
U.S. gov't and gov't agencies and authorities
 (guaranteed and sponsored)......................................    $   217       $  3          $ (1)        $   219
U.S. gov't and gov't agencies and authorities
 (guaranteed and sponsored) -- asset backed......................      1,175         64           (35)          1,204
States, municipalities and political subdivisions................        211          7            (1)            217
International governments........................................        376         20            (3)            393
Public utilities.................................................        871         26            (3)            894
All other corporate including international......................      5,033        200           (25)          5,208
All other corporate -- asset backed..............................      4,091         41            (8)          4,124
Short-term investments...........................................      1,318         --            --           1,318
Certificates of deposit..........................................        593         10            (4)            599
                                                                   ----------     -----         -----       ----------
    Total fixed maturities.......................................    $13,885       $371          $(80)        $14,176
                                                                   ----------     -----         -----       ----------
                                                                   ----------     -----         -----       ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                 AS OF DECEMBER 31, 1996
                                                                   ---------------------------------------------------
                                                                                   GROSS         GROSS
                                                                   AMORTIZED    UNREALIZED    UNREALIZED
                                                                      COST         GAINS        LOSSES      FAIR VALUE
                                                                   ----------   -----------   -----------   ----------
<S>                                                                <C>          <C>           <C>           <C>
U.S. gov't and gov't agencies and authorities
 (guaranteed and sponsored)......................................    $   166       $ 12          $ (3)        $   175
U.S. gov't and gov't agencies and authorities
 (guaranteed and sponsored) -- asset backed......................      1,970        161          (128)          2,003
States, municipalities and political subdivisions................        373          6           (11)            368
International governments........................................        281         12            (4)            289
Public utilities.................................................        877         12            (8)            881
All other corporate including international......................      4,656        120          (107)          4,669
All other corporate -- asset backed..............................      3,601         49           (59)          3,591
Short-term investments...........................................      1,655         14           (21)          1,648
                                                                   ----------     -----       -----------   ----------
    Total fixed maturities.......................................    $13,579       $386          $(341)       $13,624
                                                                   ----------     -----       -----------   ----------
                                                                   ----------     -----       -----------   ----------
</TABLE>
 
    The amortized cost and estimated fair value of fixed maturity investments at
December  31,  1997  by  estimated  maturity  year  are  shown  below.  Expected
maturities  differ  from  contractual  maturities  due  to  call  or  prepayment
provisions. Asset backed securities, including MBS and CMO's, are distributed to
maturity year based on the Company's estimates of the rate of future prepayments
of  principal over  the remaining lives  of the securities.  These estimates are
developed using  prepayment  speeds  provided in  broker  consensus  data.  Such
estimates  are derived from  prepayment speeds experienced  at the interest rate
levels projected for the applicable underlying collateral and can be expected to
vary from actual experience.
 
                                    MATURITY
 
<TABLE>
<CAPTION>
                                            AMORTIZED
                                              COST      FAIR VALUE
                                           -----------  -----------
<S>                                        <C>          <C>
One year or less.........................   $   2,838    $   2,867
Over one year through five years.........       5,528        5,595
Over five years through ten years........       3,094        3,156
Over ten years...........................       2,425        2,558
                                           -----------  -----------
    Total................................   $  13,885    $  14,176
                                           -----------  -----------
                                           -----------  -----------
</TABLE>
 
<PAGE>
46                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
    Sales of fixed  maturities, excluding short-term  fixed maturities, for  the
years  ended  December 31,  1997, 1996  and  1995 resulted  in proceeds  of $4.2
billion, $3.5 billion and  $4.8 billion, gross realized  capital gains of  $169,
$87  and $91, gross realized capital losses (including writedowns) of $176, $298
and $72, respectively. Sales of equity security investments for the years  ended
December  31, 1997,  1996 and 1995  resulted in  proceeds of $132,  $74 and $64,
gross realized  capital gains  of $12,  $2 and  $28 and  gross realized  capital
losses of $0, $0 and $59, respectively.
 
(F) CONCENTRATION OF CREDIT RISK
 
    Excluding  investments in U.S. government and  agencies, the Company has not
invested in the securities  of a single  issuer in amounts  greater than 10%  of
stockholder's equity at December 31, 1997.
 
(G) DERIVATIVE INSTRUMENTS
 
    The  Company utilizes a variety  of derivative instruments, including swaps,
caps, floors, forwards and  exchange traded futures  and options, in  accordance
with  Company  policy and  in order  to  achieve one  of three  Company approved
objectives: to hedge risk arising from interest rate, price or currency exchange
rate volatility; to  manage liquidity;  or, to control  transactions costs.  The
Company  utilizes  derivative instruments  to  manage market  risk  through four
principal risk management strategies: hedging anticipated transactions,  hedging
liability  instruments, hedging invested assets and hedging portfolios of assets
and/or liabilities. The  Company does  not trade  in these  instruments for  the
express purpose of earning trading profits.
    The  Company  maintains  a derivatives  counterparty  exposure  policy which
establishes market-based credit limits, favors long-term financial stability and
creditworthiness, and typically requires credit enhancement/credit risk reducing
agreements. Credit risk is measured as the  amount owed to the Company based  on
current  market conditions and potential payment obligations between the Company
and its counterparties. Credit exposures  are quantified weekly and netted,  and
collateral  is pledged to or held by the Company to the extent the current value
of derivatives exceed exposure policy thresholds.
 
    The Company's derivative program is monitored by an internal compliance unit
and is  reviewed by  senior management  and Hartford  Life's Finance  Committee.
Notional  amounts, which represent  the basis upon which  pay or receive amounts
are calculated and are not reflective  of credit risk, pertaining to  derivative
financial  instruments  (excluding  the  Company's  guaranteed  separate account
derivative investments), totaled $6.5 billion and $9.9 billion ($4.6 billion and
$7.4 billion related to the Company's investments, $1.9 billion and $2.5 billion
on the Company's liabilities) at December 31, 1997 and 1996, respectively.
 
    The table below  provides a summary  of derivative instruments  held by  the
Company  at  December 31,  1997  and 1996,  segregated  by major  investment and
liability category:
 
<TABLE>
<CAPTION>
                                                          1997 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                     ----------------------------------------------------------------------------------
                                                           PURCHASED
                                                             CAPS,                                FOREIGN
                                      TOTAL      ISSUED      FLOORS                   INTEREST    CURRENCY     TOTAL
                                     CARRYING    CAPS &       AND        FUTURES        RATE       SWAPS      NOTIONAL
           ASSETS HEDGED              VALUE      FLOORS     OPTIONS        (2)         SWAPS        (3)        AMOUNT
- -----------------------------------  --------   --------   ----------   ----------   ----------   --------   ----------
<S>                                  <C>        <C>        <C>          <C>          <C>          <C>        <C>
Asset backed securities (excluding
 inverse floaters and
 anticipatory).....................  $  5,253   $    500   $ 1,404      $    28      $      221     $--       $ 2,153
Inverse floaters (1)...............        75         47        80           --              25      --           152
Anticipatory (4)...................        --         --        --           --              --      --            --
Other bonds and notes..............     7,531        462       460           22           1,258      91         2,293
Short-term investments.............     1,317         --        --           --              --      --            --
                                     --------   --------   ----------       ---      ----------     ---      ----------
    Total fixed maturities.........    14,176      1,009     1,944           50           1,504      91         4,598
Equity securities, policy loans and
 other investments.................     3,983         --        --           --              --      --            --
                                     --------   --------   ----------       ---      ----------     ---      ----------
    Total investments..............  $ 18,159   $  1,009   $ 1,944      $    50      $    1,504     $91       $ 4,598
    Long term debt.................        --         --        --           --              --      --            --
    Other policy claims............        --         10       150           --           1,747      --         1,907
                                     --------   --------   ----------       ---      ----------     ---      ----------
  Total derivatives -- notional
   value...........................  $     --   $  1,019   $ 2,094      $    50      $    3,251     $91       $ 6,505
                                     --------   --------   ----------       ---      ----------     ---      ----------
Total derivatives -- fair value....  $     --   $     (8)  $    23      $    --      $       19     $(6)      $    28
                                     --------   --------   ----------       ---      ----------     ---      ----------
                                     --------   --------   ----------       ---      ----------     ---      ----------
</TABLE>
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               47
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                      1996 --AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                     --------------------------------------------------------------------------
                                                                                              FOREIGN
                                      TOTAL    ISSUED    PURCHASED                 INTEREST   CURRENCY   TOTAL
                                     CARRYING  CAPS &   CAPS, FLOORS                 RATE      SWAPS    NOTIONAL
           ASSETS HEDGED              VALUE    FLOORS   AND OPTIONS   FUTURES (2)    SWAPS      (3)     AMOUNT
- -----------------------------------  --------  -------  ------------  -----------  ---------  --------  -------
<S>                                  <C>       <C>      <C>           <C>          <C>        <C>       <C>
Asset backed securities (excluding
 inverse floaters and
 anticipatory).....................  $  5,242  $   500    $   2,454       $  --     $    941    $  --   $3,895
Inverse floaters (1)...............       352       98          856          --          346       --    1,300
Anticipatory (4)...................        --       --           --         132           --       --      132
Other bonds and notes..............     7,369      425          440           5        1,079      125    2,074
Short-term investments.............       661       --           --          --           --       --       --
                                     --------  -------  ------------      -----    ---------  --------  -------
    Total fixed maturities.........    13,624    1,023        3,750         137        2,366      125    7,401
Equity securities, policy loans and
 other investments.................     4,011       --           --          --           19       --       19
                                     --------  -------  ------------      -----    ---------  --------  -------
    Total investments..............  $ 17,635  $ 1,023    $   3,750       $ 137     $  2,385    $ 125   $7,420
    Long term debt.................        --       --           --          --           --       --       --
    Other policy claims............        --       10          150          --        2,351       --    2,511
                                     --------  -------  ------------      -----    ---------  --------  -------
    Total derivatives -- notional
     value.........................  $     --  $ 1,033    $   3,900       $ 137     $  4,736    $ 125   $9,931
                                     --------  -------  ------------      -----    ---------  --------  -------
    Total derivatives -- fair
     value.........................  $     --  $   (10)   $      38       $  --     $      2    $  (9 ) $   21
                                     --------  -------  ------------      -----    ---------  --------  -------
                                     --------  -------  ------------      -----    ---------  --------  -------
</TABLE>
 
- ---------
 
    (1) Inverse floaters are  variations of collateralized mortgage  obligations
("CMO's")  for which the coupon rates move  inversely with an index rate such as
the London interbank offered rate ("LIBOR"). The risk to principal is considered
negligible as  the underlying  collateral for  the securities  is guaranteed  or
sponsored  by government agencies. To address the volatility risk created by the
coupon variability,  the  Company  uses a  variety  of  derivative  instruments,
primarily interest rate swaps, caps and floors.
 
    (2)  As of December 31,  1997 and 1996, over 44%  and 39% , respectively, of
the notional futures contracts expire within one year.
 
    (3) As of December  31, 1997 and  1996, over 16%  and 42%, respectively,  of
foreign  currency swaps  expire within  one year;  the balance  matures over the
succeeding 9 years.
 
    (4) Deferred gains and losses  on anticipatory transactions are included  in
the  carrying value of  fixed maturities in the  Consolidated Balance Sheets. At
the time of the ultimate purchase, they  are reflected as a basis adjustment  to
the purchased asset. At December 31, 1997, the Company had $0 deferred gains and
losses.  At December 31,  1996, the Company  had $0.9 in  net deferred gains for
futures, interest  rate swaps  and purchased  options of  which $2.0  was  basis
adjusted in 1997.
 
    The following is a reconciliation of notional amounts by derivative type and
strategy as of December 31, 1997 and 1996:
 
<TABLE>
<CAPTION>
                                             DECEMBER 31, 1996               MATURITIES/    DECEMBER 31, 1997
                                              NOTIONAL AMOUNT    ADDITIONS TERMINATIONS (1)  NOTIONAL AMOUNT
                                             -----------------   -------- ----------------- -----------------
<S>                                          <C>                 <C>      <C>               <C>
BY DERIVATIVE TYPE
Caps.........................................      $1,755         $   14       $  530            $1,239
Floors.......................................       3,168             28        1,332             1,864
Swaps/Forwards...............................       4,861            941        2,460             3,342
Futures......................................         137            131          218                50
Options......................................          10             --           --                10
                                                 -------         --------     -------           -------
    Total....................................      $9,931         $1,114       $4,540            $6,505
                                                 -------         --------     -------           -------
BY STRATEGY
Liability....................................      $2,511         $  191       $  795            $1,907
Anticipatory.................................         132              4          136                --
Asset........................................       2,112            739        1,046             1,805
Portfolio....................................       5,176            180        2,563             2,793
                                                 -------         --------     -------           -------
    Total....................................      $9,931         $1,114       $4,540            $6,505
                                                 -------         --------     -------           -------
                                                 -------         --------     -------           -------
</TABLE>
 
- ---------
 
(1)  During 1997, the Company had no significant gains or losses on terminations
     of hedge positions using derivative financial instruments.
<PAGE>
48                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
 5. FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    Statement  of Financial Accounting Standards  No. 107 "Disclosure about Fair
Value of Financial Instruments" requires disclosure of fair value information of
financial instruments.  For certain  financial instruments  where quoted  market
prices are not available, other independent valuation techniques and assumptions
are  used.  Because  considerable  judgment is  used,  these  estimates  are not
necessarily indicative of  amounts that could  be realized in  a current  market
exchange.  SFAS No. 107 excludes  certain financial instruments from disclosure,
including insurance contracts.
 
    For  cash,  short-term  investments,  accounts  receivable,  policy   loans,
mortgage  loans  and other  liabilities,  carrying amounts  on  the Consolidated
Balance Sheets approximate fair value.
 
    Fair value for fixed maturities  and marketable equity securities are  based
upon  quoted  market prices.  Fair value  for securities  that are  not publicly
traded are analytically  determined. These amounts  are disclosed in  Note 4  of
Notes to Consolidated Financial Statements.
 
    The  fair value of derivative  financial instruments, including swaps, caps,
floors, futures, options and forward commitments, is determined using a  pricing
model  which is validated through quarterly  comparison to dealer quoted prices.
Amounts are disclosed in Note 4 of Notes to Consolidated Financial Statements.
 
    Fair value  for  partnerships  and  trusts  are  based  on  external  market
valuations from partnership and trust management.
 
    Other   policy  claims  and  benefits  payable  fair  value  information  is
determined by estimating  future cash  flows, discounted at  the current  market
rate.
 
    The  carrying amount and fair values  of the Company's financial instruments
at December 31, 1997 and 1996 were as follows:
 
<TABLE>
<CAPTION>
                                                                1997                1996
                                                         ------------------  ------------------
                                                         CARRYING    FAIR    CARRYING    FAIR
                                                          AMOUNT     VALUE    AMOUNT     VALUE
                                                         ---------  -------  ---------  -------
<S>                                                      <C>        <C>      <C>        <C>
ASSETS
  Fixed maturities.....................................   $ 14,176  $14,176   $ 13,624  $13,624
  Equity securities....................................        180      180        119      119
  Policy loans.........................................      3,756    3,756      3,836    3,836
  Mortgage loans.......................................         --       --          2        2
  Investments in partnerships, trusts and other........         47       91         54      104
LIABILITIES
  Other policy benefits................................   $ 11,769  $11,755   $ 11,707  $11,469
</TABLE>
 
 6. SEPARATE ACCOUNTS
 
    The Company  maintained separate  account  assets and  liabilities  totaling
$69.1  billion and  $49.7 billion at  December 31, 1997  and 1996, respectively,
which are reported at  fair value. Separate account  assets are segregated  from
other  investments and net investment income  and net realized capital gains and
losses accrue  directly  to  the policyholder.  Separate  accounts  reflect  two
categories  of risk assumption: non-guaranteed  separate accounts totaling $58.6
billion and $39.4 billion at December  31, 1997 and 1996, respectively,  wherein
the  policyholder assumes the investment  risk, and guaranteed separate accounts
totaling $10.5 and $10.3  billion at December 31,  1997 and 1996,  respectively,
wherein  the Company contractually guarantees either a minimum return or account
value to the policyholder. Included  in the non-guaranteed category were  policy
loans  totaling $1.9  billion and  $2.0 billion at  December 31,  1997 and 1996,
respectively. Net investment  income (including net  realized capital gains  and
losses)  and interest credited  to policyholders on  separate account assets are
not reflected in the Consolidated Statements of Income.
 
    Separate account management fees were $699, $538 and $387 in 1997, 1996  and
1995,  respectively. The guaranteed separate accounts include fixed market value
adjusted individual annuity and modified guaranteed life insurance. The  average
credited  interest rate on these  contracts was 6.52% at  December 31, 1997. The
assets that support these liabilities were  comprised of $10.2 billion in  fixed
maturities  as of  December 31, 1997.  The portfolios are  segregated from other
investments and are  managed to minimize  liquidity and interest  rate risk.  In
order   to  minimize  the  risk   of  disintermediation  associated  with  early
withdrawals, fixed MVA annuity and modified guaranteed life insurance  contracts
carry a graded surrender charge as well as a market value adjustment. Additional
investment  risk is hedged using a variety  of derivatives which totaled $119 in
carrying value and $3.0 billion in notional amounts as of December 31, 1997.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               49
- --------------------------------------------------------------------------------
 
 7. INCOME TAX
 
    Hartford Life and  The Hartford have  entered into a  tax sharing  agreement
under  which each member in the consolidated U.S. Federal income tax return will
make payments between them such that, with respect to any period, the amount  of
taxes  to be paid by the Company, subject to certain adjustments, generally will
be determined as  though the  Company were  filing separate  Federal, state  and
local income tax returns.
 
    As  long  as  The  Hartford  continues  to  beneficially  own,  directly  or
indirectly, at least 80% of  the combined voting power and  80% of the value  of
the outstanding capital stock of Hartford Life, the Company will be included for
Federal income tax purposes in the affiliated group of which The Hartford is the
common parent. To the extent allowed by law, it is the intention of The Hartford
and  its subsidiaries to  continue to file a  single consolidated Federal income
tax return. The  Company will continue  to remit (receive  from) The Hartford  a
current  income tax  provision (benefit)  computed in  accordance with  such tax
sharing agreement. The  Company's effective  tax rate was  36%, 35%  and 32%  in
1997, 1996 and 1995, respectively.
 
    Income tax expense is as follows:
 
<TABLE>
<CAPTION>
                                                    FOR THE YEARS ENDED
                                                       DECEMBER 31,
                                                 -------------------------
                                                 1997     1996       1995
                                                 ----    ------     ------
<S>                                              <C>     <C>        <C>
Current......................................    $119    $  122     $  211
Deferred.....................................      48      (102)      (149)
                                                 ----    ------     ------
  Income tax expense.........................    $167    $   20     $   62
                                                 ----    ------     ------
                                                 ----    ------     ------
</TABLE>
 
    A  reconciliation of the tax provision at the U.S. Federal statutory rate to
the provision for income taxes is as follows:
 
<TABLE>
<CAPTION>
                                              FOR THE YEARS ENDED DECEMBER 31,
                                             -----------------------------------
                                               1997        1996         1995
                                             ---------     -----        -----
<S>                                          <C>        <C>          <C>
Tax provision at the U.S. Federal statutory
 rate......................................  $     164   $      20    $      67
Tax-exempt income..........................         --          --           (3)
Foreign tax credit.........................         --          --           (4)
Other......................................          3          --            2
                                             ---------         ---          ---
  Total....................................  $     167   $      20    $      62
                                             ---------         ---          ---
                                             ---------         ---          ---
</TABLE>
 
    Deferred tax assets include the following at December 31:
 
<TABLE>
<CAPTION>
                                                     1997       1996
                                                   ---------  ---------
<S>                                                <C>        <C>
Tax return deferred acquisition costs............  $     639  $     514
Financial statement deferred acquisition costs
 and reserves....................................       (366)      (242)
Employee benefits................................          5          8
Net unrealized capital gains on securities.......        (96)       (16)
Investments and other............................        166        210
                                                   ---------  ---------
  Total..........................................  $     348  $     474
                                                   ---------  ---------
                                                   ---------  ---------
</TABLE>
 
    Income  taxes  paid  were  $9,  $189  and  $162  in  1997,  1996  and  1995,
respectively.  The Company had a current tax  payment of $27 due to The Hartford
at December 31, 1997 and a tax refund  due from The Hartford of $72 at  December
31, 1996.
 
    Prior  to the Tax Reform Act of  1984, the Life Insurance Company Income Tax
Act of  1959 permitted  the deferral  from taxation  of a  portion of  statutory
income under certain circumstances. In these situations, the deferred income was
accumulated  in a  "Policyholders' Surplus Account"  and will be  taxable in the
future only under conditions which management considers to be remote; therefore,
no Federal income taxes have been provided on this deferred income. The  balance
for tax return purposes of the Policyholders' Surplus Account as of December 31,
1997 was $37.
 
 8. POSTRETIREMENT BENEFIT AND SAVINGS PLANS
 
(A) PENSION PLANS
 
    The  Company's  employees  are included  in  The  Hartford's noncontributory
defined benefit pension  plans. These  plans provide pension  benefits that  are
based  on years of service  and the employee's compensation  during the last ten
years of employment. The Company's funding  policy is to contribute annually  an
amount  between  the  minimum funding  requirements  set forth  in  the Employee
Retirement Income Security Act of 1974, as amended, and the maximum amount  that
can  be deducted for U.S. Federal  income tax purposes. Generally, pension costs
are funded through the  purchase of the Company's  group pension contracts.  The
cost  to the  Company was approximately  $5, $5 and  $2 in 1997,  1996 and 1995,
respectively.
 
    The Company also  provides, through  The Hartford, certain  health care  and
life insurance benefits for eligible retired employees. A substantial portion of
the  Company's employees may become eligible for these benefits upon retirement.
The Company's contribution for health care benefits will depend on the retiree's
date of retirement and  years of service.  In addition, the  plan has a  defined
dollar cap which limits average Company contributions. The Company has prefunded
a  portion of the health care and life insurance obligations through trust funds
where  such  prefunding  can   be  accomplished  on   a  tax  effective   basis.
Postretirement health care and life insurance benefits expense, allocated by The
Hartford,  was immaterial to the results of  operations for 1997, 1996 and 1995,
respectively.
 
    The assumed rate  in the per  capita cost  of health care  (the health  care
trend  rate) was  8.5% for 1997,  decreasing ratably  to 6.0% in  the year 2001.
Increasing the health care  trend rates by  one percent per  year would have  an
immaterial  impact on the accumulated  postretirement benefit obligation and the
annual expense.  To the  extent  that the  actual  experience differs  from  the
inherent assumptions,
<PAGE>
50                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
the  effect  will  be  amortized  over the  average  future  service  of covered
employees.
 
(B) INVESTMENT AND SAVINGS PLAN
Substantially all employees of  the Company are eligible  to participate in  The
Hartford's   Investment   and  Savings   Plan.   Under  this   plan,  designated
contributions, which may be invested in Class A Common Stock of Hartford Life or
certain other  investments,  are matched,  up  to  3% of  compensation,  by  the
Company. The cost to the Company for the above-mentioned plans was approximately
$2 in 1997.
 
 9. STOCK COMPENSATION PLANS
 
    During  the  second quarter  of  1997, Hartford  Life  adopted the  1997 HLI
Incentive Stock Plan (the "Plan"). Under the Plan, options granted may be either
non-qualified options or incentive stock  options qualifying under Section  422A
of  the Internal Revenue Code. The aggregate  number of shares of Class A Common
Stock which may be awarded in any one year shall be subject to an annual  limit.
The  maximum number of shares of Class A Common Stock which may be granted under
the Plan in each year shall be  1.5% of the total issued and outstanding  shares
of  Hartford Life  Class A Common  Stock and  treasury stock as  reported in the
Annual Report on Hartford  Life's Form 10-K for  the preceding year plus  unused
portions  of such limit  from prior years.  In addition, no  more than 5,000,000
shares of Class  A Common Stock  shall be cumulatively  available for awards  of
incentive stock options under the Plan, and no more than 20% of the total number
of  shares on  a cumulative  basis shall be  available for  restricted stock and
performance shares.
 
    All options granted  have an  exercise price equal  to the  market price  of
Hartford  Life's stock on the date of grant  and an option's maximum term is ten
years.  Certain  nonperformance  based  options  become  exercisable  upon   the
attainment  of  specified market  price appreciation  of Hartford  Life's common
shares or  at  seven  years  after  the  date  of  grant,  while  the  remaining
nonperformance  based  options  become  exercisable  over  a  three  year period
commencing with the date of grant.
 
    Also included in  the Plan  are long  term performance  awards which  become
payable  upon the attainment of specific performance goals achieved over a three
year period.
 
    During the  second  quarter  of  1997, Hartford  Life  established  the  HLI
Employee  Stock Purchase Plan  ("ESPP"). Under this  plan, eligible employees of
Hartford Life and the Company may purchase Class A Common Stock of Hartford Life
at a 15% discount from the lower of the market price at the beginning or end  of
the  quarterly offering period. Hartford Life may sell up to 2,700,000 shares of
stock to eligible employees. Hartford Life sold 54,316 shares under the ESPP  in
1997.
 
 10. REINSURANCE
 
    The  Company cedes insurance to other insurers, including its parent HLA, in
order to limit its maximum loss. Such  transfer does not relieve the Company  of
its  primary liability. The Company also  assumes insurance from other insurers.
Failure of reinsurers to honor their  obligations could result in losses to  the
Company.  The Company  evaluates the financial  condition of  its reinsurers and
monitors concentration of credit risk.
 
    Net premiums and other considerations were comprised of the following:
 
<TABLE>
<CAPTION>
                                                   FOR THE YEARS ENDED DECEMBER 31,
                                                 -------------------------------------
                                                   1997          1996          1995
                                                 ---------     ---------     ---------
<S>                                              <C>           <C>           <C>
Gross premiums...............................     $  2,164      $  2,138      $  1,545
Assumed......................................          159           190           591
Ceded........................................         (686)         (623)         (649)
                                                 ---------     ---------     ---------
  Net premiums and other considerations......     $  1,637      $  1,705      $  1,487
                                                 ---------     ---------     ---------
                                                 ---------     ---------     ---------
</TABLE>
 
    The Company ceded approximately $76, $100 and $101 of group life premium  in
1997, 1996 and 1995, respectively, representing $33.6 billion, $33.3 billion and
$32.3  billion of insurance in force, respectively. The Company ceded $339, $318
and $320  of  accident  and health  premium  to  HLA in  1997,  1996  and  1995,
respectively.  The Company assumed $89,  $101 and $103 of  premium in 1997, 1996
and 1995, respectively, representing $8.2 billion, $8.5 billion and $8.5 billion
of individual life insurance in force, respectively, from HLA.
 
    Life  reinsurance  recoveries,  which  reduce  death  and  other   benefits,
approximated $158, $140 and $220 for the years ended December 31, 1997, 1996 and
1995, respectively.
 
    As  of December 31,  1997, the Company had  reinsurance recoverables of $5.0
billion from  Mutual  Benefit  Life Assurance  Corporation  ("Mutual  Benefit"),
supported  by assets in a security trust of $5.0 billion (including policy loans
and accrued  interest of  $4.5 billion).  The risk  of Mutual  Benefit  becoming
insolvent  is  mitigated by  the  reinsurance agreement's  requirement  that the
assets be kept in  a security trust  with the Company  as sole beneficiary.  The
Company  has no  other significant reinsurance-related  concentrations of credit
risk.
 
 11. RELATED PARTY TRANSACTIONS
 
    Transactions of the Company with HA&I and its affiliates relate  principally
to  tax settlements, reinsurance,  insurance coverage, rental  and service fees,
payment of dividends and capital contributions. In addition, certain  affiliated
insurance  companies purchased group annuity contracts  from the Company to fund
pension costs and claim annuities  to settle casualty claims. Substantially  all
general  insurance expenses related to the  Company, including rent and employee
benefit plan expenses, are initially paid  by The Hartford. Direct expenses  are
allocated  to the Company  using specific identification,  and indirect expenses
are allocated using  other applicable methods.  Indirect expenses include  those
for corporate areas which,
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               51
- --------------------------------------------------------------------------------
 
depending on type, are allocated based on either a percentage of direct expenses
or  on utilization. Indirect  expenses allocated to the  Company by The Hartford
were $34, $40, and $45 in 1997, 1996 and 1995, respectively. Management believes
that the methods used are reasonable.
 
    The rent paid to Hartford Fire for  space occupied by the Company was $7  in
1997,  and $3 in 1996 and 1995. The Company  expects to pay annual rent of $7 in
1998 and 1999, respectively, $12 in 2000 and 2001, respectively, $13 in 2002 and
$87 thereafter,  over the  remaining  term of  the  sublease, which  expires  on
December 31, 2009. Rental expense is recognized over a level basis over the term
of  the sublease  and amounted to  approximately $9 in  1997 and $8  in 1996 and
1995.
 
 12. STATUTORY RESULTS
 
    The domestic insurance subsidiaries of Hartford Life prepare their statutory
financial statements in accordance with  accounting practices prescribed by  the
State  of  Connecticut  Insurance  Department.  Prescribed  statutory accounting
practices  include  publications  of  the  National  Association  of   Insurance
Commissioners  ("NAIC"),  as  well  as  state  laws,  regulations,  and  general
administrative rules.
 
<TABLE>
<CAPTION>
                                                    FOR THE YEARS ENDED
                                                        DECEMBER 31,
                                                 --------------------------
                                                  1997      1996      1995
                                                 ------    ------    ------
<S>                                              <C>       <C>       <C>
Statutory net income.........................    $  214    $  144    $  112
                                                 ------    ------    ------
Statutory surplus............................    $1,441    $1,207    $1,125
                                                 ------    ------    ------
                                                 ------    ------    ------
</TABLE>
 
    A  significant  percentage   of  the  consolidated   statutory  surplus   is
permanently  reinvested or is  subject to various  state regulatory restrictions
which limit the payment of dividends without prior approval. The total amount of
statutory dividends  which may  be paid  by the  insurance subsidiaries  of  the
Company in 1998 is estimated to be $144.
 
 13. COMMITMENTS AND CONTINGENT LIABILITIES
 
(A) LITIGATION
 
    The  Company is involved in pending  and threatened litigation in the normal
course of its business  in which claims for  monetary and punitive damages  have
been  asserted. Although there can be  no assurances, management, at the present
time, does not anticipate that the ultimate liability arising from such  pending
or  threatened litigation will have a material effect on the financial condition
or operating results of the Company.
 
(B) GUARANTY FUNDS
 
    Under insurance guaranty fund laws in  each state, the District of  Columbia
and  Puerto Rico,  insurers licensed  to do  business can  be assessed  by state
insurance guaranty associations for  certain obligations of insolvent  insurance
companies  to  policyholders and  claimants.  Recent regulatory  actions against
certain large  life insurers  encountering  financial difficulty  have  prompted
various  state insurance guaranty associations to begin assessing life insurance
companies for the deemed losses. Most of these laws do provide, however, that an
assessment may be excused or deferred if it would threaten an insurer's solvency
and further  provide annual  limits on  such assessments.  A large  part of  the
assessments  paid by the Company's insurance subsidiaries pursuant to these laws
may be used as  credits for a portion  of the Company's insurance  subsidiaries'
premium  taxes. The Company paid guaranty fund assessments of approximately $15,
$11 and $10 in 1997, 1996 and 1995,  respectively, of which $4, $5, and $6  were
estimated to be creditable against premium taxes.
 
 14. BUSINESS SEGMENT INFORMATION
 
    The  Company, along with its parent,  sells financial products such as fixed
and variable  annuities,  retirement  plan services,  and  life  and  disability
insurance  on both an individual and a group basis. The Company divides its core
businesses into three segments: Annuity, Individual Life Insurance, and Employee
Benefits. The Company also maintains a Guaranteed Investment Contracts  segment,
which  is primarily comprised of guaranteed rate contract business written prior
to 1995  and  a  Corporate  Operation. The  Annuity  segment  offers  individual
variable   annuities  and  fixed  market   value  adjusted  annuities,  deferred
compensation and retirement plan  services, mutual funds, investment  management
services  and other  financial products.  The Individual  Life Insurance segment
sells a variety of individual life insurance products, including variable  life,
universal  life,  interest-sensitive whole  life,  and term  life  policies. The
Employee Benefits segment sells group insurance products, including group  life,
group  short and  long-term disability and  corporate owned  life insurance, and
engages in certain international operations. The Guaranteed Investment Contracts
segment sells a limited amount  of guaranteed investment contracts and  contains
Closed Book GRC. Through its Corporate Operation, the Company reports items that
are  not directly  allocable to  any of its  business segments.  Included in the
Corporate Operation are unallocated income  and expense and certain other  items
not directly allocable to any segment. Net realized capital gains and losses are
recognized  in  the period  of realization,  but are  allocated to  the segments
utilizing durations of the segment portfolios.
<PAGE>
52                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
    The following  table  outlines  revenues, operating  income  and  assets  by
business segment:
 
<TABLE>
<CAPTION>
                                                            FOR THE YEARS ENDED DECEMBER 31,
                                                           ----------------------------------
                                                             1997         1996         1995
                                                           --------     --------     --------
<S>                                                        <C>          <C>          <C>
REVENUES
  Annuity..............................................    $  1,269     $    968     $    759
  Individual Life Insurance............................         487          440          383
  Employee Benefits....................................         972        1,366        1,273
  Guaranteed Investment Contracts......................         241           34          337
  Corporate Operation..................................          40           81           52
                                                           --------     --------     --------
    Total revenues.....................................    $  3,009     $  2,889     $  2,804
                                                           --------     --------     --------
                                                           --------     --------     --------
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
  Annuity..............................................    $    317     $    226     $    171
  Individual Life Insurance............................          85           68           56
  Employee Benefits....................................          53           44           37
  Guaranteed Investment Contracts......................          --         (346)        (103)
  Corporate Operation..................................          14           66           30
                                                           --------     --------     --------
    Total income before income tax expense.............    $    469     $     58     $    191
                                                           --------     --------     --------
                                                           --------     --------     --------
ASSETS
  Annuity                                                  $ 69,152     $ 52,877     $ 39,732
  Individual Life Insurance............................       4,918        3,753        3,173
  Employee Benefits....................................      18,196       14,708       13,494
  Guaranteed Investment Contracts......................       3,347        4,533        6,069
  Corporate Operation..................................       2,343        1,891        1,729
                                                           --------     --------     --------
    Total assets.......................................    $ 97,956     $ 77,762     $ 64,197
                                                           --------     --------     --------
                                                           --------     --------     --------
</TABLE>
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               53
- --------------------------------------------------------------------------------
 
   SCHEDULE I -- SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN AFFILIATES
                            AS OF DECEMBER 31, 1997
                                 (IN MILLIONS)
 
<TABLE>
<CAPTION>
                                                                   AMOUNT AT
                                                                     WHICH
                                                         FAIR       SHOWN ON
TYPE OF INVESTMENT                              COST     VALUE   BALANCE SHEET
- ---------------------------------------------  -------  -------  --------------
<S>                                            <C>      <C>      <C>
Fixed Maturities
Bonds and Notes
  U. S. gov't and gov't agencies and
   authorities (guaranteed and sponsored)      $   217  $   219     $   219
  U. S. gov't and gov't agencies and
   authorities (guaranteed and sponsored) --
   asset-backed..............................    1,175    1,204       1,204
  States, municipalities and political
   subdivisions..............................      211      217         217
  International governments..................      376      393         393
  Public utilities...........................      871      894         894
  All other corporate including
   international.............................    5,033    5,208       5,208
  All other corporate -- asset-backed........    4,091    4,124       4,124
  Short-term investments.....................    1,318    1,318       1,318
Certificates of deposit......................      593      599         599
                                               -------  -------     -------
Total fixed maturities.......................   13,885   14,176      14,176
                                               -------  -------     -------
Equity Securities
Common Stocks
  Public utilities...........................       --       --          --
  Banks, trusts and insurance companies......       --       --          --
  Industrial and miscellaneous...............      166      180         180
  Nonredeemable preferred stocks.............       --       --          --
                                               -------  -------     -------
Total equity securities......................      166      180         180
                                               -------  -------     -------
Total fixed maturities and equity
 securities..................................   14,051   14,356      14,356
                                               -------  -------     -------
Real Estate..................................       --       --          --
Other Investments
  Mortgage loans on real estate..............       --       --          --
  Policy loans...............................    3,756    3,756       3,756
  Investments in partnerships, trusts and
   other.....................................       47       91          47
                                               -------  -------     -------
Total other investments......................    3,803    3,847       3,803
                                               -------  -------     -------
Total investments............................  $17,854  $18,203     $18,159
                                               -------  -------     -------
                                               -------  -------     -------
</TABLE>
 
<PAGE>
54                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
              SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
                                 (IN MILLIONS)
<TABLE>
<CAPTION>
                                                              FUTURE
                                                              POLICY
                                                             BENEFITS,
                                                              UNPAID       OTHER
                                                DEFERRED      CLAIMS       POLICY
                                                 POLICY      AND CLAIM   CLAIMS AND      PREMIUMS          NET
                                               ACQUISITION   ADJUSTMENT   BENEFITS       AND OTHER      INVESTMENT
SEGMENT                                           COSTS      EXPENSES     PAYABLE     CONSIDERATIONS     INCOME
- ---------------------------------------------  -----------   ---------   ----------   ---------------   ---------
 
<S>                                            <C>           <C>         <C>          <C>               <C>
1997
Annuity......................................    $2,478       $2,070      $ 6,838         $  769         $  500
Individual Life Insurance....................       837          392        2,182            323            164
Employee Benefits............................        --          780        9,232            541            431
Guaranteed Investment Contracts..............        --           --        2,782              2            239
Corporate Operation..........................        --           28           --              2             34
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $3,315       $3,270      $21,034         $1,637         $1,368
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------
 
1996
Annuity......................................    $2,030       $1,526      $ 6,016         $  535         $  433
Individual Life Insurance....................       730          346        2,160            287            153
Employee Benefits............................        --          574        9,834            881            485
Guaranteed Investment Contracts..............        --           --        4,124              2            251
Corporate Operation..........................        --           28           --             --             75
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $2,760       $2,474      $22,134         $1,705         $1,397
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------
 
1995
Annuity......................................    $1,561       $1,314      $ 5,661         $  319         $  400
Individual Life Insurance....................       615          706        1,932            246            137
Employee Benefits............................        12          325        9,285            922            351
Guaranteed Investment Contracts..............        --           28        5,720             --            377
Corporate Operation..........................        --           --           --             --             63
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $2,188       $2,373      $22,598         $1,487         $1,328
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------
 
<CAPTION>
 
                                                   NET        BENEFITS,    AMORTIZATION
                                                REALIZED     CLAIMS AND     OF DEFERRED
                                                 CAPITAL        CLAIM         POLICY
                                                  GAINS      ADJUSTMENT     ACQUISITION    DIVIDENDS TO     OTHER
SEGMENT                                         (LOSSES)      EXPENSES         COSTS       POLICYHOLDERS   EXPENSES
- ---------------------------------------------  -----------   -----------   -------------   -------------  ----------
<S>                                            <C>           <C>           <C>             <C>            <C>
1997
Annuity......................................    $  --         $  445          $250            $ --         $  257
Individual Life Insurance....................       --            242            83              --             77
Employee Benefits............................       --            425             2             240            252
Guaranteed Investment Contracts..............       --            232            --              --              9
Corporate Operation..........................        4             35            --              --             (9)
                                               -----------   -----------      -----           -----          -----
Consolidated operations......................    $   4         $1,379          $335            $240         $  586
                                               -----------   -----------      -----           -----          -----
                                               -----------   -----------      -----           -----          -----
1996
Annuity......................................    $  --         $  412          $174            $ --         $  156
Individual Life Insurance....................       --            245            59              --             68
Employee Benefits............................       --            546            --             635            141
Guaranteed Investment Contracts..............     (219)           332             1              --             47
Corporate Operation..........................        6             --            --              --             15
                                               -----------   -----------      -----           -----          -----
Consolidated operations......................    $(213)        $1,535          $234            $635         $  427
                                               -----------   -----------      -----           -----          -----
                                               -----------   -----------      -----           -----          -----
1995
Annuity......................................    $  --         $  317          $117            $ --         $  114
Individual Life Insurance....................       --            203            70              --             54
Employee Benefits............................       --            424            --             675            137
Guaranteed Investment Contracts..............       --            453            12              --             15
Corporate Operation..........................      (11)            25            --              --             (3)
                                               -----------   -----------      -----           -----          -----
Consolidated operations......................    $ (11)        $1,422          $199            $675         $  317
                                               -----------   -----------      -----           -----          -----
                                               -----------   -----------      -----           -----          -----
</TABLE>
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               55
- --------------------------------------------------------------------------------
 
                           SCHEDULE IV -- REINSURANCE
                                 (IN MILLIONS)
 
<TABLE>
<CAPTION>
                                                                 CEDED TO      ASSUMED FROM               PERCENTAGE
                                                     GROSS        OTHER           OTHER         NET        OF AMOUNT
                                                     AMOUNT     COMPANIES       COMPANIES      AMOUNT   ASSUMED TO NET
                                                    --------  --------------  --------------  --------  ---------------
<S>                                                 <C>       <C>             <C>             <C>       <C>
For the year ended December 31, 1997
Life insurance in force...........................  $245,487     $ 178,771       $  33,156    $ 99,872        33.2%
Insurance revenues
  Life insurance and annuities....................     1,818           340             157       1,635         9.6%
  Accident and health insurance...................       346           346               2           2       100.0%
                                                    --------  --------------       -------    --------
Total insurance revenues..........................  $  2,164     $     686       $     159    $  1,637         9.7%
                                                    --------  --------------       -------    --------
                                                    --------  --------------       -------    --------
For the year ended December 31, 1996
  Life insurance in force.........................  $177,094     $ 106,146       $  31,957    $102,905        31.1%
Insurance revenues
  Life insurance and annuities....................     1,801           298             169       1,672        10.1%
  Accident and health insurance...................       337           325              21          33        63.6%
                                                    --------  --------------       -------    --------
Total insurance revenues..........................  $  2,138     $     623       $     190    $  1,705        11.1%
                                                    --------  --------------       -------    --------
                                                    --------  --------------       -------    --------
For the year ended December 31, 1995
  Life insurance in force.........................  $182,716     $ 112,774       $  26,996    $ 96,938        27.8%
Insurance revenues
  Life insurance and annuities....................     1,232           325             574       1,481        38.8%
  Accident and health insurance...................       313           324              17           6       283.3%
                                                    --------  --------------       -------    --------
Total insurance revenues..........................  $  1,545     $     649       $     591    $  1,487        39.7%
                                                    --------  --------------       -------    --------
                                                    --------  --------------       -------    --------
</TABLE>


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