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

     HARTFORD
     LIFE INSURANCE COMPANY
     THE GENERAL ACCOUNT OPTION
     UNDER GROUP ANNUITY CONTRACTS
     ISSUED BY HARTFORD LIFE INSURANCE COMPANY
 [LOGO]
     P.O. BOX 2999
     HARTFORD, CT 06104-2999
 
   This Prospectus describes the General Account Option available under certain
 group  variable annuity contracts (hereinafter  the "contract" or "contracts")
 issued by Hartford  Life Insurance Company  ("Hartford ") with  respect to  DC
 Variable  Account  I  ("DC-I")  or Separate  Account  Two  ("DC-II")  (each, a
 "Separate Account"). This  Prospectus must  be accompanied by,  and should  be
 read  in conjunction with, the prospectus  for the applicable contract and the
 Separate Account options thereunder.

 

   During the  Accumulation  Period, net  contributions  to a  contract  and/or
 Participants'  Individual Account Values under such contract may be allocated,
 in whole or in part, to  the General Account Option or  to one or more of  the
 Separate Accounts. Contract values allocated to the General Account Option are
 credited  with interest at  a rate at  least equal to  the Guaranteed Interest
 Rate stated in  the contract. Rates  of interest in  excess of the  applicable
 Guaranteed  Interest Rate may be  declared by Hartford from  time to time (see
 "The General Account Option -- Guaranteed Interest Rates and Declared Interest
 Rates," page 6).

 

   While the Mortality, Expense Risk  and Administrative charges applicable  to
 the  values held in the Separate Accounts  do not apply to the General Account
 Option, all  other  charges,  including  the  Annual  Policy  Fee,  Contingent
 Deferred  Sales Charges, Transfer  Charges and Premium  Taxes, as described in
 the contract prospectus accompanying this Prospectus, apply equally to  values
 held in the General Account Option.

 

   Distributions  and transfers under the  General Account Option are generally
 made by Hartford  within a  reasonable period  of time  after a  request by  a
 Participant is received by Hartford and reflect the full value of that portion
 of  the requesting Participant's  Individual Account by  Hartford allocated to
 the General  Account  Option,  less any  applicable  charges.  However,  under
 certain  conditions transfers under the General  Account Option may be limited
 or deferred (see  "The General Account  Option -- Transfers  from the  General
 Account  Option," page 8)  and distributions may  be deferred or  subject to a
 market value adjustment (see, "Surrenders," page 8).

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

 THE  CONTRACT IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED BY,
 ANY BANK.  IT  IS NOT  FEDERALLY  INSURED  BY THE  FEDERAL  DEPOSIT  INSURANCE
 CORPORATION,  THE FEDERAL RESERVE BOARD,  OR ANY GOVERNMENT AGENCY. INVESTMENT
 IN A CONTRACT INVOLVES RISK, INCLUDING  POSSIBLE LOSS OF THE PRINCIPAL  AMOUNT
 INVESTED.

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

 PLEASE  READ  THIS  PROSPECTUS  AND  KEEP  IT  FOR  FUTURE  REFERENCE.  IT  IS
 ACCOMPANIED BY THE CURRENT PROSPECTUS  FOR THE RELATED GROUP VARIABLE  ANNUITY
 CONTRACT AND THE SEPARATE ACCOUNT OPTIONS THEREUNDER.

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

 THESE  SECURITIES MAY  BE SUBJECT  TO A  CONTINGENT DEFERRED  SALES CHARGE AND
 MARKET VALUE ADJUSTMENT WHICH  COULD RESULT IN YOUR  RECEIPT OF LESS THAN  THE
 TOTAL  OF YOUR CONTRIBUTIONS. SEE "THE  GENERAL ACCOUNT OPTION -- SURRENDERS,"
 PAGE 8.

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

 HARTFORD CANNOT  PREDICT  OR GUARANTEE  FUTURE  GUARANTEED INTEREST  RATES  OR
 DECLARED INTEREST RATES.

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

 Prospectus Dated: May 1, 1998

<PAGE>
                             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 filings  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, NY and at Northwestern Atrium Center,  500
 West  Madison Street, Suite  1400, Chicago, IL. Copies  of such materials also
 can be obtained, at prescribed rates, from the Public Reference Section of the
 Commission at 450 Fifth Street,  N.W., Washington, D.C. 20549. The  Commission
 maintains  a  Web Site  that contains  reports, proxy  statements, information
 statements and other information regarding Hartford at the following  address:
 http://www.sec.gov.

 

   Hartford  has filed a registration  statement (the "Registration Statement")
 with the Commission under the Securities Act of 1933 relating to the contracts
 offered by this Prospectus. 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,  as filed on  March 31, 1998  by Hartford with  the Commission under the
 Exchange Act are 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 such reports,  without the exhibits  thereto. Requests  for
 such  reports should be directed to  Hartford Life Insurance Company, P.O. Box
 2099, Hartford, Connecticut 06104-2999, telephone: 1-800-528-9009.

 
                                       2
<PAGE>
                               TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
 <C>   <C> <S>                                                             <C>
 SUMMARY.................................................................    4
 GLOSSARY OF SPECIAL TERMS...............................................    5
 INTRODUCTION............................................................    6
 THE GENERAL ACCOUNT OPTION..............................................    6
 A. The Accumulation Period..............................................    6
    1. Contributions.....................................................    6
    2. Guaranteed Interest Rates and Declared Interest Rates.............    6
    3. Participants' Individual Account Values...........................    7
    4. Transfers from the General Account Option.........................    7
    5. Transfers to the General Account Option...........................    8
    6. Surrenders........................................................    8
       (a) General.......................................................    8
       (b) Payment of Full or Partial Surrenders.........................    8
       (c) Contract Termination..........................................    9
    7. Experience Rating of the Contracts................................    9
 B. Annuity Period.......................................................   10
 INVESTMENTS BY HARTFORD.................................................   10
 DISTRIBUTION OF THE CONTRACTS...........................................   10
 FEDERAL TAX CONSIDERATIONS..............................................   11
 A. Taxation of Hartford.................................................   11
 B. Information Regarding Deferred Compensation Plans for State and Local
    Governments..........................................................   11
 HARTFORD LIFE INSURANCE COMPANY.........................................   11
 A. Business of Hartford.................................................   11
 B. Selected Financial Data..............................................   13
 C. Management's Discussion and Analysis of Financial Condition and
    Results of Operation.................................................   14
    1. Consolidated Results..............................................   14
    2. Business Segment Information......................................   16
 D. Reinsurance..........................................................   16
 E. Reserves.............................................................   16
 F. Investments..........................................................   16
 G. Competition..........................................................   21
 H. Employees............................................................   21
 I. Properties...........................................................   22
 J. Regulation...........................................................   22
 LEGAL OPINIONS..........................................................   22
 EXPERTS.................................................................   22
 APPENDIX A -- MARKET VALUE LUMP SUM OPTION..............................   23
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES................   25
 REPORT OF MANAGEMENT....................................................   26
 FINANCIAL STATEMENTS....................................................   28
</TABLE>

 
                                       3
<PAGE>
                                    SUMMARY
 

    This  Prospectus describes the  General Account Option  under group variable
annuity contracts designed  for use  in conjunction  with deferred  compensation
plans  of  tax-exempt and  governmental  employers under  Internal  Revenue Code
Section 457  ("Deferred  Compensation  Plans").  The  contracts  are  issued  by
Hartford  Life  Insurance  Company ("Hartford  ")  with respect  to  DC Variable
Account-I (DC-I) or Separate Account  Two (DC-II) (each, a "Separate  Account").
Contributions to the General Account Option become a part of the General Account
of Hartford. Contributions to the contracts may also be allocated to one or more
Separate  Account options.  The contracts and  the Separate  Account options are
described in  a  separate  prospectus accompanying  this  Prospectus.  All  such
prospectuses should be read carefully and retained for future reference.

 

    During  the  Accumulation Period  under the  contracts, the  General Account
Option provides  for specified  Guaranteed  Interest Rates  for the  first  five
Calendar  Years on Contributions received during  the Calendar Year in which the
contract was  issued. Prior  to  each Calendar  Year thereafter,  Hartford  will
establish  Guaranteed Interest Rates (for five Calendar Years) for contributions
received in the following year.  At the end of  each five year guarantee  period
for  a particular  year's contribution, one  year Guaranteed  Interest Rates are
established annually  by Hartford.  Declared  Interest Rates  in excess  of  any
Guaranteed  Interest  Rates may  be established  periodically by  Hartford. Such
rates may apply to some  or all of the values  under the General Account  Option
for  periods of time determined by Hartford. The rates of interest credited will
affect Participants' Individual Account values (see "The General Account  Option
- --  Participants' Individual Account Values," page  7) and are used to determine
amounts payable upon termination of the contracts. (See, "Surrenders -- Contract
Termination," page 9).

 

    Generally,  Hartford   intends  to   invest  the   General  Account   assets
attributable  to the contracts  in investment grade  securities. Hartford has no
specific formula for determining the rates of interest that it will establish as
Declared Interest Rates  or Guaranteed  Interest Rates in  the future.  However,
Hartford's  determination generally will be affected by interest rates available
on the  types  of debt  instruments  in which  Hartford  intends to  invest  the
proceeds  attributable  to the  General  Account Option.  (See,  "Investments by
Hartford," page  10.)  In  addition, Hartford's  management  may  also  consider
various  other factors in determining Declared and Guaranteed Interest Rates for
a given period, including, regulatory and tax requirements; sales commission and
administrative  expenses  borne  by  Hartford;  general  economic  trends;   and
competitive factors. (See, "Investments by Hartford," page 10.)

 

    During  the Accumulation  Period, the Contract  Owner may allocate  all or a
portion of  a Participant's  Individual  Account value  held under  the  General
Account Option to one or more of the investment options of the Separate Account.
No  Contingent  Deferred  Sales  Charges will  be  deducted  on  such transfers.
However, there  are restrictions  which may  limit  the amount  that may  be  so
allocated  and transfers may be deferred in certain cases. (See, "Transfers from
the General Account  Option," page  7.) Distributions from  the General  Account
Option  are generally made within a reasonable period of time after a request is
received and reflect the full  value of Participants' Individual Account  values
less  certain  charges, if  applicable,  described in  the  contract prospectus.
However, under certain conditions, distributions may be deferred or subject to a
market value adjustment. (See, "Surrenders," page 8.)

 
                                       4
<PAGE>
                           GLOSSARY OF SPECIAL TERMS
 

ACCUMULATION PERIOD:  The period  before the  commencement of  Annuity  payments
under a contract.

 

ACTIVE LIFE FUND: The sum of all Participants' Individual Account values under a
contract during the Accumulation Period.

 

ADMINISTRATIVE  OFFICE OF HARTFORD:  Currently located at  200 Hopmeadow Street,
Simsbury, CT. All correspondence concerning this Contract should be sent to P.O.
Box 2999,  Hartford,  CT 06104-2999  Attn:  AMS Service  Center  Administration,
except  for overnight  or express  mail packages, which  should be  sent to: 200
Hopmeadow Street, Simsbury, CT.

 
ANNUITANT: A Participant on whose behalf Annuity payments are to be made under a
contract.
 
ANNUITY: A series of  payments for life,  or for life with  a minimum number  of
payments  or  a  determinable  sum  guaranteed,  or  for  a  joint  lifetime and
thereafter during the lifetime of the survivor, or for a designated period.
 

ANNUITY COMMENCEMENT DATE: The date on  which Annuity payments under a  Contract
are to commence.

 
ANNUITY PERIOD: The period following the commencement of Annuity payments.
 

CALENDAR  YEAR: The period  of time from  January 1 through  December 31 of each
year.

 

CONTRACT OWNER: The Employer or other entity owning the contract.

 

CONTRACT YEAR: A period of 12  consecutive months commencing with the  effective
date of the contract or with any anniversary thereof.

 

CONTRIBUTION(S):  The amount(s) paid or transferred  to Hartford by the Contract
Owner on behalf of a Participant pursuant to the terms of a contract.

 

DECLARED INTEREST RATE(S): One  or more rates of  interest declared by  Hartford
which  will never be less than the  applicable Guaranteed Interest Rates and may
apply to some or all of the  Individual Account values allocated to the  General
Account Option for period(s) of time determined by Hartford.

 
GENERAL ACCOUNT: The General Account of Hartford.
 
GUARANTEED  INTEREST RATE(S): The minimum rate(s)  of interest to be credited on
the General  Account portion  of  the Active  Life Fund,  as  set forth  in  the
contract.
 

HARTFORD (ALSO "WE," "US," "OUR"): Hartford Life Insurance Company.

 

IN  WRITING: A written form  satisfactory to us and  received at our offices at:
Hartford Life Insurance Company, Attn:  AMS Service Center Administration,  P.O.
Box 2999, Hartford, CT 06104-2999.

 

MARKET  VALUE LUMP SUM OPTION: At contract termination, a lump sum payment which
includes  the  market  value  of  the  underlying  assets  as  described   under
subparagraph  (c)(ii) of "The General Account  Option -- The Accumulation Period
- -- Surrenders," page 8.

 

PARTICIPANT: For recordkeeping purposes only, any employee of the Contract Owner
electing to  participate in  a deferred  compensation plan  established by  such
employer/Contract Owner.

 

PARTICIPANT'S  CONTRACT YEAR: A period of  12 consecutive months commencing with
the date  on which  a application  on behalf  of a  Participant is  received  by
Hartford and each successive 12 month period thereafter.

 
PARTICIPANT'S  INDIVIDUAL ACCOUNT: An  account in which  the Contributions under
the contract are allocated during the Accumulation Period.
 

PREMIUM  TAX:  A  tax  charged  by  a  state  or  a  municipality  on  premiums,
Contributions or contract values.

 

SEPARATE  ACCOUNTS:  The separate  accounts  established by  Hartford designated
Hartford  Life  Insurance  Company  DC  Variable  Account-I  and  Hartford  Life
Insurance Company Separate Account Two.

 
                                       5
<PAGE>
                                  INTRODUCTION
 

    This  Prospectus  has  been designed  to  provide you  with  the information
necessary to make  a decision  on participating  in the  General Account  Option
under  contracts issued in  conjunction with a  Deferred Compensation Plan. This
Prospectus describes  only  the elements  of  the contracts  pertaining  to  the
General  Account  Option. The  contracts also  contain various  Separate Account
options. The  contracts and  the Separate  Account options  are described  in  a
separate  prospectus  which must  accompany  this Prospectus.  Please  read that
prospectus and its Glossary of Special Terms prior to reading this Prospectus to
familiarize yourself with  the terms  being used  which, unless  defined in  the
Glossary  of Special Terms to this Prospectus,  have the same meaning as defined
in that prospectus.

 
                           THE GENERAL ACCOUNT OPTION
 

    The  General  Account  Option  is   available  under  contracts  issued   in
conjunction  with a  Deferred Compensation  Plan of  an Employer.  The contracts
provide for  both an  Accumulation  Period and  an  Annuity Period.  During  the
Accumulation  Period, Contributions made by the  Employer to the General Account
Option, and the values attributable thereto, are a part of the General  Account.
During  the Annuity Period  Participants' Individual Account  values are used to
purchase Fixed or Variable Annuities. The  operation of the contract during  the
Annuity  Period  is  described  in  the  contract  prospectus  accompanying this
Prospectus.

 
A. THE ACCUMULATION PERIOD
 
  1. CONTRIBUTIONS
 
    During the Accumulation Period, Contributions (less any Premium Taxes)  made
by the Employer under the contract, and Participants' Individual Account values,
may be allocated, in whole or in part, to the General Account Option.
 
  2. GUARANTEED INTEREST RATES AND DECLARED INTEREST RATES
 

    The  General Account  Option provides  that during  the Accumulation Period,
specified Guaranteed  Interest Rates  will  be established  for the  first  five
Calendar  Years on Contributions received during  the Calendar Year in which the
Contract is first issued. Prior to each Calendar Year thereafter, Hartford  will
establish  Guaranteed Interest Rates (for each  of the next five Calendar Years)
for Contributions received in the  following year. The Guaranteed Interest  Rate
for  each year during  a five year guarantee  period may not be  the same as for
other years. At  the end of  each five  year guarantee period  for a  particular
year's  Contribution(s),  one  year Guaranteed  Interest  Rates  are established
annually  by  Hartford.   These  one   year  Guaranteed   Interest  Rates   will
automatically commence at the end of a five year guarantee period and at the end
of  each subsequent one year guarantee period. All Guaranteed Interest Rates and
Declared Interest Rates  are effective  annual rates after  taking into  account
daily compounding of interest.

 

    The  following  example  is  for  illustrative  purposes  only.  It contains
hypothetical rates of interest. Actual  Guaranteed Interest Rates for any  given
time may be more or less than those illustrated.

 

    EXAMPLE:  A contract  is issued  on July 1,  1998. At  issue, the Guaranteed
Interest Rates  for Calendar  Years 1998  through 2002  are set  by Hartford  as
follows:

 

<TABLE>
<CAPTION>
 CALENDAR         GUARANTEED INTEREST RATE
   YEAR      (APPLICABLE TO 1998 CONTRIBUTIONS)
- -----------  -----------------------------------
<S>          <C>
      1998                    5.00%
      1999                    4.75%
      2000                    4.50%
      2001                    4.25%
      2002                    4.00%
</TABLE>

 

    Assume  that  Contributions  of $1,000  are  received during  1998  and that
Contributions of  $1,500 are  received during  1999. The  1998 contributions  of
$1,000  will be credited  with interest at a  rate of at  least 5.00% (i.e., the
Guaranteed  Interest  Rate   for  1998)   for  1998.  During   1999,  the   1998
Contributions,  with interest credited from 1998, will be credited with interest
at a rate of at least 4.75% per year. Similarly, for Calendar Years 2000,  2001,
and  2002, the 1998 contributions, with interest credited from prior years, will
be credited

 
                                       6
<PAGE>

with  interest  at  a  rate  of  at  least  4.50%,  4.25%  and  4.00%  per  year
respectively.  At the end of  2002, a one year  Guaranteed Interest Rate will be
set for 2003. This procedure of setting a one year Guaranteed Interest Rate will
be followed for each subsequent year.

 

    At the end of  1998, the Guaranteed Interest  Rates for Calendar Years  1999
through  2003 will be set  for the contributions of  $1,500 received in 1999. At
the end of 2003 and annually thereafter, one year Guaranteed Interest Rates will
be set for the 1999 contributions of $1,500 and the interest which was  credited
on the $1,500 in prior years.

 

    For  contributions received in  2000 and later, the  same procedure would be
followed. At the end of each  Calendar Year, Guaranteed Interest Rates for  each
of  the  next  five  Calendar  Years  will  be  set  for  the  following  year's
contributions. At the end of each  five year guaranteed period for a  particular
year's  contributions, one  year Guaranteed  Interest Rates  will be established
annually.

 

    Declared Interest Rates in  excess of any Guaranteed  Interest Rates may  be
established periodically by Hartford. Such rates may apply to some or all of the
values  under  the General  Account  Option for  periods  of time  determined by
Hartford. For example, Hartford could determine  to declare an interest rate  in
excess  of the otherwise applicable Guaranteed Interest Rate(s) for a nine month
period,  and  applicable  only   to  Participants'  Individual  Account   values
attributable to Contributions received in a particular time period. The rates of
interest  credited  will  affect Participants'  Individual  Account  values (see
"Participants' Individual  Account Values,"  below) and  are used  to  determine
amounts  payable upon termination of the contracts (See, "Surrenders -- Contract
Termination," page 9). Written  notification of the  Declared Interest Rate  and
the  values to which such interest rate  will apply will be provided by Hartford
to the Contract Owner.

 

    Hartford has no specific formula for  determining the rate of interest  that
it will establish as Declared Interest Rates or Guaranteed Interest Rates in the
future.  However, any such determination generally  will be affected by interest
rates available on the  types of debt instruments  in which Hartford intends  to
invest   the  proceeds  attributable   to  the  General   Account  Option  (see,
"Investments by Hartford," page 10). In addition, Hartford's management may also
consider various  other  factors  in determining  Declared  Interest  Rates  and
Guaranteed  Interest Rates  for a  given period,  including: regulatory  and tax
requirements; sales commissions  and administrative  expenses; general  economic
trends;  and  competitive factors.  HARTFORD'S  MANAGEMENT WILL  MAKE  THE FINAL
DETERMINATION AS  TO ANY  DECLARED INTEREST  RATES AND  ANY GUARANTEED  INTEREST
RATES  IN EXCESS OF  THE CONTRACTUALLY GUARANTEED  RATE. HARTFORD CANNOT PREDICT
NOR CAN HARTFORD GUARANTEE THE RATES OF  ANY FUTURE DECLARED INTEREST OR OF  ANY
GUARANTEED INTEREST RATES IN EXCESS OF THE CONTRACTUALLY GUARANTEED RATE.

 
  3. PARTICIPANTS' INDIVIDUAL ACCOUNT VALUES
 

    Participants'  Individual  Account  values held  under  the  General Account
Option are credited  with interest  at rates at  least equal  to the  applicable
Guaranteed   Interest  Rates.   Contributions  are   credited  to  Participants'
Individual Accounts, and begin earning interest as of the date Hartford receives
the  Contribution  at  its  Administrative  Office.  Interest  is  credited   to
Participants' Individual Account values daily.

 
  4. TRANSFERS FROM THE GENERAL ACCOUNT OPTION
 

    The Contract Owner may transfer Participants' Individual Account values held
in  the General Account  Option to one  or more of  the Separate Account options
under the contract. The  charges for transfers are  described in the  prospectus
for  the contracts which  accompanies this Prospectus. No  deduction is made for
Contingent Deferred Sales Charges when a transfer is made.

 

    All transfers will  be made on  a last in,  first out basis;  that is,  that
portion   of   a  Participant's   Individual   Account  attributable   to  older
Contributions  or  transfers  will  be   transferred  only  after  the   portion
attributable to the most recent Contribution or transfer has been transferred.

 

    This  right to transfer values  is subject to Hartford's  right to limit any
such transfer in  any Calendar  Year, to  one-sixth (1/6)  of the  Participant's
Individual  Account value under the General Account Option under the contract as
of the end of the preceding Calendar Year. (See also "Surrenders," page 8.)

 
                                       7
<PAGE>

    Transfers of assets  presently held in  the General Account,  or which  were
held  in the General Account at any time during the preceding three month period
to the  Money  Market  Fund  are  prohibited.  Similarly,  transfers  of  assets
presently  held in  the Money  Market Fund  Account or  which were  held in such
Account or the General Account during the preceding three months, to the General
Account are prohibited.

 
  5. TRANSFERS TO THE GENERAL ACCOUNT OPTION
 
    Participants' Individual  Account  values  in  a  Separate  Account  may  be
transferred to the General Account Option at any time. The charges for transfers
are  described in the contract prospectus  which accompanies this Prospectus. No
deduction is made for Contingent Deferred Sales Charges when a transfer is made.
Such transfers will be treated like contributions to the General Account  Option
on the date of such transfer.
 
  6. SURRENDERS
 
    (a) GENERAL
 
        Subject  to  the termination  provisions  described below,  the Contract
    Owner may request a  full or partial  surrender of Participants'  Individual
    Account  values  at any  time. However,  if  the sum  of all  surrenders and
    transfers from the General Account Option in a Calendar Year, including  the
    currently  requested surrender,  exceeds one-sixth (1/6th)  of the aggregate
    values held in the General Account Option  under the contract at the end  of
    the preceding Calendar Year, Hartford reserves the right to defer surrenders
    in  excess of  the limit  to the  next Calendar  Year. At  such time, unless
    Hartford is directed in writing otherwise, deferred surrenders will be  made
    in the order originally received up to the limit, if applicable. This method
    will be used until all surrenders have been satisfied.
 
    (b) PAYMENT OF FULL OR PARTIAL SURRENDERS (PARTICIPANT'S INDIVIDUAL ACCOUNT
    ONLY)
 
        In  the  event  of a  partial  surrender of  a  Participant's Individual
    Account,  Hartford  will  pay  the  requested  value  less  any   applicable
    Contingent  Deferred Sales Charge. All partial surrenders of a Participant's
    Individual Account will be made on a last in, first out basis; that is, that
    portion of the  Participant's Individual  Account attributable  to his  most
    recent Contribution (or transfer) will be surrendered first. In the event of
    a  full surrender of  a Participant's Individual  Account, Hartford will pay
    the account value less any  applicable Premium Tax not previously  deducted,
    the Annual Policy Fee and applicable Contingent Deferred Sales Charges.
 

        The  applicable Contingent Deferred Sales Charges, depending on which of
    the three  separate  group  variable  annuity  contracts  involved,  are  as
    follows:  (a) a deduction  for Contingent Deferred Sales  Charges is made if
    there is any surrender  of contract values during  the first 15  Participant
    Contract  Years. During the first 8 years, a maximum deduction of 5% will be
    made against the full amount  of the surrender; during  the next 7 years,  a
    maximum  deduction  of  3% will  be  made  against the  full  amount  of the
    surrender, (b) a deduction for the Contingent Deferred Sales Charges is made
    if there is any surrender of contract values during the first 12 Participant
    Contract Years. During the first  six Participant Contract Years, a  maximum
    deduction  of 7%  will be  made against  the full  amount of  the surrender;
    during the next six  Participant Contract Years, a  maximum deduction of  5%
    will  be made against the full amount  of the surrender, and (3) a deduction
    for Contingent Deferred Sales Charges is  made if there is any surrender  of
    contract  values during the first 12  Participant Contract Years. During the
    first six Participant Contract Years, a maximum deduction of 5% will be made
    against the  full  amount  of  any  such  surrender;  during  the  next  two
    Participant  Contract Years, a maximum deduction  of 4% will be made against
    the full  amount of  any such  surrender; during  the next  two  Participant
    Contract  Years, a  maximum deduction  of 3% will  be made  against the full
    amount of any such surrender; and  during the next two Participant  Contract
    Years, a maximum deduction of 2% will be made against the full amount of any
    such surrender. Such charges will in no event exceed 8.5% where applied as a
    percentage   against  the  sum  of  all  Contributions  to  a  Participant's
    Individual Account.  Please consult  the prospectus  for the  related  group
    variable annuity contract and the Separate Account for applicable Contingent
    Deferred Sales Charges.

 

        No  deduction  for the  Annual Policy  Fee and/or  applicable contingent
    deferred sales charges will be made in certain cases (see "Experience Rating
    of Contracts," page 9).

 
                                       8
<PAGE>
    (c) CONTRACT TERMINATION (CONTRACT OWNERS ONLY)
 
        If the Contract Owner  requests a full surrender  of the contract or  of
    all  contract values held in the  General Account Option, the Contract Owner
    may select one of the two  optional methods of payment, as described  below.
    The terms utilized have the following meanings:
 

<TABLE>
<C>        <C>        <S>
        i      =      the  rate of interest (expressed as a percent, e.g. .05 = 5%) to be credited, subject to
                      a minimum rate of 0% and a maximum rate of B%.
 
        A      =      The weighted  average interest  rate  (expressed as  a decimal,  e.g.  1% =  .01)  being
                      credited under the General Account Option as of the date of termination.
 
        B      =      The  average yield (expressed as decimal, e.g. 1% = .01) for the month prior to the date
                      of termination of  the higher  of the  Salomon Brothers weekly  index of  new Long  Term
                      Public  Utilities rated Aa by Moody's Investors  Services, Inc. and the Salomon Brothers
                      weekly Index of Current Coupon 30 year Federal National Mortgage Association Securities,
                      or their equivalents.
</TABLE>

 
    (i) BOOK VALUE SPREAD OPTION (PERIODIC PAYMENT NOT TO EXCEED FIVE YEARS):
 
        Under this option,  Hartford will pay  an amount equal  to the  contract
    values held in the General Account Option less applicable Premium Taxes, any
    Annual Policy Fee and applicable Contingent Deferred Sales Charges. Hartford
    reserves  the right to make such payment in level annual installments over a
    period not to exceed five years from the date of the request, in which event
    interest will be credited on the unpaid balance at a rate per annum produced
    by the following formula:
 
                             i = (A - 2(B - A)) - .005
 
        Example: If A = 6% and B = 7%, then interest on the unpaid balance would
    be paid at a rate of
    (.06 - 2(.07 - .06)) - .005 or 3.5%
 
        This formula  may result  in an  interest rate  which is  less than  the
    weighted  average  interest rate  being credited  under the  General Account
    Option as of the date of termination.
 
    (ii) MARKET VALUE LUMP SUM OPTION:
 
        Under this option,  Hartford will  pay a lump  sum amount  equal to  the
    contract  values held  in the  General Account  Option, less  any applicable
    Contingent Deferred  Sales Charges,  Annual Policy  Fee, and  Premium  Taxes
    multiplied  by the  appropriate market value  factor. The  amount payable on
    surrender  may  be  adjusted  down  by  application  of  the  market   value
    adjustment. This market value factor is determined as follows:
 

        (a)  if B is greater than A, the market  value factor equals 1 - (6 (B -
    A)) or,

 
        (b) if A is greater than B, the market value factors equals 1.00
 
        Example: If A = 7% and B = 9%, then the market value factor would be 1 -
    (6 (.09 - .07)) = .88.
 
        Under this option, it is possible  that the amount payable on  surrender
    would be more or less than your contribution(s).
 

        Additional examples of both optional methods of payment are contained in
    Appendix A, page 23.

 

  7. EXPERIENCE RATING OF CONTRACTS

 

    Hartford  may apply experience credits under a contract based on investment,
administrative, mortality or other  factors, including, but  not limited to  (1)
the  total number of  Participants, (2) the sum  of all Participant's Individual
Account values,  (3)  the allocation  of  contract values  between  the  General
Account and the Separate Accounts under the contract, (4) present or anticipated
levels  of Contributions,  distributions, transfers,  administrative expenses or
commissions,  and  (5)  whether  Hartford  is  the  exclusive  annuity  contract
provider.   Experience  credits   may  be   applied,  either   prospectively  or
retrospectively, as a reduction in the deduction for mortality, expense risk and
administrative undertakings,  applicable under  the  Separate Accounts  under  a
contract,  as a  reduction in  the term or  amount of  any applicable contingent
deferred sales charges, an increase in  the rate of interest credited under  the
contract,  a payment to be  allocated as directed by  the Contract Owner, or any
combination of the foregoing. Hartford may apply and allocate experience credits
in such  manner as  Hartford deems  appropriate.  Any such  credit will  not  be
unfairly  discriminatory  against any  person,  including the  affected Contract
Owners  or  Participants.  Experience  credits   have  been  given  in   certain

 
                                       9
<PAGE>
cases.  Participants  in  contracts receiving  experience  credits  will receive
notification regarding such credits. Experience  Credits may be discontinued  at
Hartford's sole discretion in the event of a change in applicable factors.
 
B. ANNUITY PERIOD
 

    Annuity  payments will  normally be made  within 15 business  days after the
receipt of a claim for settlement or any other later specified date.  Subsequent
annuity  payments will  be made periodically  on the anniversaries  of the first
payment.

 

    The  prospectus  for   the  contract  and   the  Separate  Account   options
accompanying this Prospectus describes more fully the Annuity Period and annuity
options under the contracts. It should be noted that once fixed Annuity payments
commence,  no surrender of  the annuity benefit  can be made  for the purpose of
receiving a lump sum settlement in lieu thereof.

 
                            INVESTMENTS BY HARTFORD
 

    General Account 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  "Hartford Life
Insurance Company -- Business of Hartford -- Annuity," page 11 for a  percentage
breakdown  of recent  investments of  Hartford.) All  General Account  assets of
Hartford would  be available  to  meet Hartford's  guarantee under  the  General
Account Option. The proceeds from the General Account Option will become part of
Hartford's general assets and are available to fund the claims of all classes of
customers of Hartford.

 

    In  establishing  Guaranteed  Interest Rates  and  Declared  Interest Rates,
Hartford will take into account the yields available on the instruments in which
it intends to invest the General  Account assets attributable to the  contracts.
(See  "The  General Account  Option --  Guaranteed  Interest Rates  and Declared
Interest Rates," page  6.) Hartford's  investment strategy with  respect to  the
assets  attributable to the General Account Option under the contracts generally
will be to invest in investment-grade debt instruments including:

 
    (i)  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;
 

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

 

    (iii) Other debt instruments, including, but  not limited to, issues of,  or
       guaranteed   by,  banks   or  bank   holding  companies   and  issues  of
       corporations, which obligations, although not rated by Moody's  Investors
       Service, Inc. or Standard & Poor's Corporation, are deemed by Hartford to
       have an investment quality comparable to the foregoing securities.

 

    WHILE  THE FOREGOING GENERALLY DESCRIBES HARTFORD'S INVESTMENT STRATEGY WITH
RESPECT TO THE GENERAL ACCOUNT OPTION,  HARTFORD IS NOT OBLIGATED TO INVEST  THE
ASSETS  ATTRIBUTABLE  TO THE  CONTRACTS  ACCORDING TO  ANY  PARTICULAR STRATEGY,
EXCEPT AS MAY BE REQUIRED BY THE  INSURANCE LAWS OF CONNECTICUT AND OTHER  STATE
INSURANCE  LAWS. HARTFORD  HAS THE RIGHT  TO ALTER ITS  INVESTMENT STRATEGY WITH
RESPECT TO THE GENERAL ACCOUNT OPTION, CONSISTENT WITH APPLICABLE LAW.

 
                         DISTRIBUTION OF THE CONTRACTS
 

    Hartford Securities Distribution Company,  Inc. ("HSD") serves as  Principal
Underwriter  for the contract issued with respect to the General Account Option.
HSD is a wholly-owned subsidiary of Hartford. The principal business address  of
HSD is the same as that of Hartford.

 
                                       10
<PAGE>

    The  contract will be sold by salespersons of HSD, who represent Hartford as
insurance and Variable Annuity agents and who are registered representatives  or
broker-dealers who have entered into distribution agreements with HSD.

 

    HSD  is  registered  as a  broker-dealer  with the  Securities  and Exchange
Commission pursuant to the Securities  Exchange Act of 1934  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. This  compensation is usually  paid from  the
sales charges described in this Prospectus.

 

    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 effect the  amounts paid by  the policyholders or  contract
owners to purchase, hold or surrender insurance products.

 
                       FEDERAL INCOME TAX CONSIDERATIONS
 
A. TAXATION OF HARTFORD
 

    Hartford  is taxed  as a life  insurance company under  the Internal Revenue
Code of  1986,  as amended  (the  "Code"). The  assets  of the  General  Account
attributable  to the contracts will  be owned by Hartford.  The income earned on
such assets will be Hartford's income.

 
B. INFORMATION REGARDING DEFERRED COMPENSATION PLANS FOR STATE AND LOCAL
GOVERNMENTS
 

    The tax treatment of contributions and distributions under contracts  issued
to  Employers which are state and local  governments is briefly described in the
prospectus for  the  contracts  and  the  Separate  Accounts  accompanying  this
Prospectus.

 
                        HARTFORD LIFE INSURANCE COMPANY
 
A. BUSINESS OF HARTFORD
 
    (i) 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,

 
                                       11
<PAGE>

    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 Investment Products  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.  Investment
    Products  accounted for  $206 million of  the total segment  earnings of the
    Company for the year  ended December 31, 1997.  Growth in Hartford's  assets
    has  been  driven by  its sale  of  variable annuities.  For the  year ended
    December 31,  1997,  Hartford 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
    variable  annuities and $9.0 billion relates  to fixed MVA annuities held in
    guaranteed separate  accounts. Of  Hartford'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 of variable annuities in the United States held an
    average  of  76%  of their  variable  annuities in  force  in non-guaranteed
    separate accounts, as of December 31, 1997, based on Hartford's analysis  of
    certain  information compiled by Variable  Annuity and Research Data Service
    ("VARDS").

 

        Hartford has distribution  arrangements to sell  its individual  annuity
    products  with approximately 1,350 national  and regional broker-dealers and
    450 banks. Hartford 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 life insurance and Annuity 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 their families against lost earnings resulting
    from death. The chief products sold in this market include both variable and
    fixed universal life contracts (including interest-sensitive whole life) and
    single premium  variable  life  and  term  life  products.  Individual  life
    insurance  in force increased from $45.2 billion in 1994 to $55.4 billion in
    1997, $4.4 billion of which was derived from acquisitions. Hartford'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.

 
                                       12
<PAGE>
    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. Hartford and HLA are  the largest writers of group
    short-term disability benefit  plans, the  second largest  writers of  group
    long-term disability insurance, and the fourth largest writers 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").  Hartford believes that the  recognizability of The Hartford name,
    the value-added nature  of Hartford's  managed disability  products and  its
    effective  claims administration make Hartford one of the leading sellers in
    the "large case" (companies with over 1,000 employees) group market 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  Hartford
    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 25.

 
                                       13
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                              STATEMENT OF INCOME
 

<TABLE>
<CAPTION>
                                                                           FOR THE YEAR ENDED DECEMBER 31,
                                                           ----------------------------------------------------------------
                                                             1997       1996       1995       1994       1993       1992
                                                           ---------  ---------  ---------  ---------  ---------  ---------
<S>                                                        <C>        <C>        <C>        <C>        <C>        <C>
REVENUES
  Premiums and other considerations......................  $   1,637  $   1,705  $   1,487  $   1,100  $     747  $     259
  Net investment income..................................      1,368      1,397      1,328      1,292      1,051        907
  Net realized (losses) gains............................          4       (213)       (11)         7         16          5
                                                           ---------  ---------  ---------  ---------  ---------  ---------
    Total Revenues.......................................      3,009      2,889      2,804      2,399      1,814      1,171
                                                           ---------  ---------  ---------  ---------  ---------  ---------
                                                           ---------  ---------  ---------  ---------  ---------  ---------
BENEFITS, CLAIMS AND EXPENSES
  Benefits, claims and claim adjustment expenses.........      1,379      1,535      1,422      1,405      1,046        797
  Amortization of deferred policy acquisition costs......        335        234        199        145        113         55
  Dividends to policyholders.............................        240        635        675        419        227         47
  Other insurance expenses...............................        586        427        317        227        210        138
                                                           ---------  ---------  ---------  ---------  ---------  ---------
    Total Benefits, Claims and Expenses..................      2,540      2,831      2,613      2,196      1,596      1,037
                                                           ---------  ---------  ---------  ---------  ---------  ---------
                                                           ---------  ---------  ---------  ---------  ---------  ---------
INCOME BEFORE INCOME TAX EXPENSE.........................        469         58        191        203        218        134
  Income tax expense.....................................        167         20         62         65         75         45
                                                           ---------  ---------  ---------  ---------  ---------  ---------
  Income before cumulative effect of changes in
   accounting principles.................................        302         38        129        138        143         89
  Cumulative effect of changes in accounting principles
   net of tax benefits of $7.............................          0          0          0          0          0        (13)
                                                           ---------  ---------  ---------  ---------  ---------  ---------
NET INCOME...............................................  $     302  $      38  $     129  $     138  $     143  $      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>
                                                                                                       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

 
                                       14
<PAGE>
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.

 
ANNUITY
 
    Operating Summary
 
<TABLE>
<CAPTION>
                                                                                                         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>
                                                                                                            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.

 
                                       15
<PAGE>
EMPLOYEE BENEFITS
 
    Operating Summary
 
<TABLE>
<CAPTION>
                                                                                                         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>
                                                                                                           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  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.

 
                                       16
<PAGE>
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.

 

    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

 
                                       17
<PAGE>

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 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.

 

<TABLE>
<CAPTION>
                                                                                              1997
                                                                                              FAIR
                                     1998   1999   2000   2001   2002   THEREAFTER  TOTAL     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%
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%
</TABLE>

 
                                       18
<PAGE>
<TABLE>
<CAPTION>
                                                                                              1997
                                                                                              FAIR
                                     1998   1999   2000   2001   2002   THEREAFTER  TOTAL     VALUE
                                     -----  -----  -----  -----  -----  ---------   ------  ---------
<S>                                  <C>    <C>    <C>    <C>    <C>    <C>         <C>     <C>
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.
 

    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

 
                                       19
<PAGE>
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.

 
                                ($ IN BILLIONS)
 

<TABLE>
<CAPTION>
DESCRIPTION (1)                                          1998   1999   2000   2001   2002   THEREAFTER  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.

 
                                       20
<PAGE>

    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.

 

    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,  Hartford  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 Hartford  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.

 
                                       21
<PAGE>
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 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.

 

    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 OPINIONS
 

    The validity of the  contracts will be passed  upon by Lynda Godkin,  Senior
Vice President, General Counsel and Corporate 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.

 
                                       22
<PAGE>
                                   APPENDIX A
                          MARKET VALUE LUMP SUM OPTION
 
    If A is greater than B, the Market Value Adjustment factor equals 1.
 
    If  B  is greater  than A,  the Market  Value Adjustment  factor equals  1 -
(6(B-A))
 

    WHERE: A = The weighted average interest rate (expressed as a decimal, e.g.,
               1% = .01) being credited under  the General Account Option as  of
               the date of termination.

 

            B = The  average yield (expressed  as a decimal, e.g.  1% = .01) for
                the month prior to the date of termination of the higher of  the
                Salomon  Brothers weekly index of new Long Term Public Utilities
                rated Aa  by Moody's  Investors Service,  Inc. and  the  Salomon
                Brothers weekly Index of Current Coupon 30 year Federal National
                Mortgage  Association  Securities,  or the  equivalents  of such
                indices.

 
BOOK VALUE SPREAD OPTION
 
    Interest to be credited on unpaid balance ("i") equals (A - 2(B-A)) -  .005,
where A and B are defined as above.
 
    Examples  of Contract Termination  (Assuming a 5%  Contingent Deferred Sales
Charge, and no Policy Fees or Premium Taxes are applicable):
 

<TABLE>
<CAPTION>
                                   ACTIVE LIFE FUND
       INTEREST RATE CREDITED      ATTRIBUTABLE TO
          TO CONTRIBUTIONS          CONTRIBUTIONS
       DEPOSITED IN THE GIVEN   DEPOSITED IN THE GIVEN
           CALENDAR YEAR            CALENDAR YEAR
       ----------------------   ----------------------
<S>    <C>                      <C>
1992           6.00%                  $  300,000
1993           6.50%                     600,000
1994           7.00%                     700,000
                ---                  -----------
Total          6.63%*                 $1,600,000
                ---                  -----------
                ---                  -----------
</TABLE>

 
* Total =  the weighted  average interest  rate being  credited on  the date  of
  termination ("A"), calculated as follows:
 

<TABLE>
<C>                                             <S>
300,000 X .06 + 600,000 X .065 + 700,000 X .07  = .0663 = 6.63%
- ----------------------------------------------
         300,000 + 600,000 + 700,000
</TABLE>

 
    At  termination, the book value of the General Account Option portion of the
Active Life Fund would be $1,600,000. This amount is reduced by Contingent Sales
Charges of  5%, or  $80,000. The  remaining $1,520,000  would be  payable  under
either  Option 1 (Book Value  Spread Option) or Option  2 (Market Value Lump Sum
Option).
 
EXAMPLE 1
 
    B = .09
 

    If the Book Value Spread Option is  selected, the Book Value Spread rate  of
interest  would  equal 1.39%  (.0663  - 2(.09  - .0663))  -  .005 =  .0139). The
Contract Owner  would receive  six annual  payments (beginning  immediately)  of
$262,153.80.

 

    If  the Market Value Lump Sum Option is selected, the Market Value Factor is
1 - (6(.09  - .0663))  = .8578  and the  payout would  be $1,520,000  X .8578  =
$1,303,856.

 
EXAMPLE 2
 
    B = .07
 
    If  the Book Value Spread Option is  selected, the Book Value Spread rate of
interest would equal 7% (the  maximum value of i)  and the Contract Owner  would
receive six annual payments (beginning immediately) of $298,027.68.
 
                                       23
<PAGE>

    If  the Market Value  Lump Sum Option  is selected, the  Market Value factor
would be 1 and the amount payable to the Contract Owner upon termination of  the
Contract would be $1,520,000.

 

    The assessment of Policy Fees, if any, will reduce the amount payable to the
Contract Owner upon termination of the contract.

 
                                       24
<PAGE>
            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
 

<TABLE>
<CAPTION>
                                                              PAGE(S)
                                                              -------
<S>                                                           <C>
Report of Management........................................      26
Report of Independent Public Accountants....................      27
Consolidated Statements of Income for the three years ended
 December 31, 1997..........................................      28
Consolidated Balance Sheets as of December 31, 1997 and
 1996.......................................................      29
Consolidated Statements of Stockholder's Equity for the
 three years ended December 31, 1997........................      30
Consolidated Statements of Cash Flows for the three years
 ended December 31, 1997....................................      31
Notes to Consolidated Financial Statements..................      32
Summary of Investments -- Other Than Investments in
 Affiliates.................................................      48
Supplementary Insurance Information.........................      49
Reinsurance.................................................      50
</TABLE>

 
                                       25
<PAGE>
                              REPORT OF MANAGEMENT
 

    The  management  of Hartford  Life Insurance  Company and  subsidiaries (the
"Company") is  responsible  for the  preparation  and integrity  of  information
contained  in  the  accompanying  consolidated  financial  statements  and other
sections of  the  Annual  Report.  The  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 operation, 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 26.

 

    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 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 Hartford Life, Inc.  (the
"Committee"), the Company's ultimate parent, composed of non-employee directors,
meets  periodically  with the  external and  internal  auditors to  evaluate the
effectiveness  of  work  performed  by  them  in  discharging  their  respective
responsibilities  and  to  ensure  their independence  and  free  access  to the
Committee.

 
                                       26
<PAGE>
                    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
 
                See Notes to Consolidated Financial Statements.
 
                                       27
<PAGE>
                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.
 
                                       28
<PAGE>
                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.
 
                                       29
<PAGE>
                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.
 
                                       30
<PAGE>
                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.
 
                                       31
<PAGE>
                   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.
 
                                       32
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    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  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
 
                                       33
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 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.
 
                                       34
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    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 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>
 
                                       35
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  (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>
 
                                       36
<PAGE>
4. INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)
  (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>
 
  (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>
 
                                       37
<PAGE>
4. INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)
  (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>
 
                                       38
<PAGE>
4. INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)
    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.
 
                                       39
<PAGE>
4. INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)
    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>
 
<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.
 
                                       40
<PAGE>
4. INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)
(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.
 
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.
 
                                       41
<PAGE>
5. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    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.
 
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.
 
                                       42
<PAGE>
7. INCOME TAX (CONTINUED)
    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
 
                                       43
<PAGE>
8. POSTRETIREMENT BENEFIT AND SAVINGS PLANS (CONTINUED)
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,  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.
 
                                       44
<PAGE>
10. REINSURANCE (CONTINUED)
    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,  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>
 
                                       45
<PAGE>
12. STATUTORY RESULTS (CONTINUED)
    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.
 
                                       46
<PAGE>
14. BUSINESS SEGMENT INFORMATION (CONTINUED)
    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>
 
                                       47
<PAGE>
   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>
 
                                       48
<PAGE>
              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>
 
                                       49
<PAGE>
                           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>
 
                                       50
<PAGE>
     PRINCIPAL UNDERWRITER
     Hartford Securities Distribution Company, Inc. (HSD)
                                                                        HARTFORD
     Hartford Plaza, Hartford, CT 06115
     INDEPENDENT AUDITORS FOR HARTFORD
     LIFE INSURANCE COMPANY
AND
                                                                  LIFE INSURANCE
     THE GENERAL ACCOUNT OPTION
     Arthur Andersen LLP
     Hartford, Connecticut 06103
                                                                         COMPANY
     INSURER
     Hartford Life Insurance Company
     Executive Offices: P.O. Box 2999
                                                  THE GENERAL ACCOUNT PROSPECTUS
     Hartford, CT 06104-2999
                                                                     MAY 1, 1998
 
                                                Group Variable Annuity Contracts
 
      HV-1928-11
                                                                          [LOGO]
 
     HARTFORD LIFE INSURANCE COMPANY
                                                                 BULK RATE
     P.O. BOX 2999, HARTFORD, CT 06104-2999
                                                                U.S. POSTAGE
                                                                    PAID
                                                                PERMIT NO. 1
                                                              HARTFORD, CONN.


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