HARTFORD LIFE INSURANCE CO
424B2, 2000-05-03
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<PAGE>

     HARTFORD
     LIFE INSURANCE COMPANY
     THE GENERAL ACCOUNT OPTION
 [LOGO]
     UNDER GROUP VARIABLE ANNUITY CONTRACTS
     ISSUED BY HARTFORD LIFE INSURANCE COMPANY

     This Prospectus describes the General Account Option available under
 certain group variable annuity contracts (the "Contract" or "Contracts").
 Hartford Life Insurance Company issues the Contracts with respect to its
 Separate Accounts known as Hartford Life Insurance Company DC Variable
 Account-I and Hartford Life Insurance Company Separate Account Two. This
 Prospectus must be accompanied by, and should be read together with, the
 prospectus for the Contract and the applicable Separate Accounts.

     We issue the Contracts in connection with Deferred Compensation Plans of
 tax-exempt and governmental employers. The Contract Owner can allocate
 Contributions, in whole or in part, to the General Account Option or to the
 Separate Accounts during the period before annuity payments start.
 Contributions allocated to the General Account Option become part of our
 company assets in our General Account. During the period before annuity
 payments start, we credit interest on Contract values allocated to the General
 Account Option at a rate of interest that is at least equal to the Guaranteed
 Interest Rate stated in the Contract. We can declare rates of interest from
 time to time that are greater than the Guaranteed Interest Rate.

     The Mortality, Expense Risk and Administrative charge applicable to
 Contract values in the Separate Accounts does not apply to the General Account
 Option. However, all other charges as described in the prospectus for the
 Contract and the Separate Accounts accompanying this Prospectus, including the
 Annual Maintenance Fee, Contingent Deferred Sales Charges, Transfer Fee and
 Charges for Premium Taxes, apply equally to Contract values held in the
 General Account Option.

     We generally process distributions and transfers from the General Account
 Option within a reasonable period of time after we receive a Participant
 request at our Administrative Office. We deduct applicable charges from
 distributions and transfers. Under certain conditions, transfers from the
 General Account Option may be limited or deferred. Distributions may be
 deferred or subject to a market value adjustment that could result in your
 receipt of less than the total of your Contributions.

     If you decide to become a Contract Owner or a Participant, you should keep
 this Prospectus for your records.

     This Prospectus is filed with the Securities and Exchange Commission. The
 Securities and Exchange Commission doesn't approve or disapprove these
 securities or determine if the information is truthful or complete. Anyone who
 represents that the Securities and Exchange Commission does these things may
 be guilty of a criminal offense.

     This Prospectus can also be obtained from the Securities and Exchange
 Commission's website (HTTP:// WWW.SEC.GOV).

     This group variable annuity contract IS NOT:

  -  A bank deposit or obligation

  -  Federally insured

  -  Endorsed by any bank or governmental agency
 ------------------------------------------------------------------------------

 Prospectus Dated: May 1, 2000
<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,
 1999, previously filed by Hartford with the Commission under the 1934 Act is
 incorporated herein by reference.

     Hartford will provide without charge to each person to whom a copy of this
 Prospectus has been delivered, upon the written or oral request of such
 person, a copy of such reports, without the exhibits thereto. Requests for
 such reports should be directed to Hartford Life Insurance Company, Attn:
 IPD/Retirement Plan Solutions, P.O. Box 1583, Hartford, Connecticut
 06144-1583, telephone: 1-800-528-9009.

                                       2
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
 SECTION                                                                   PAGE
 -------                                                                   ----
 <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' 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...........................................   19
   C.  Management's Discussion and Analysis of Financial Condition and
    Results of Operation.................................................   19
 LEGAL OPINIONS..........................................................   32
 EXPERTS.................................................................   32
 APPENDIX A -- MARKET VALUE LUMP SUM OPTION..............................   33
 FINANCIAL STATEMENTS....................................................   35
</TABLE>

                                       3
<PAGE>
                                    SUMMARY

    This Prospectus describes the General Account Option under Contracts issued
in connection with Deferred Compensation Plans of tax-exempt and governmental
employers. We issue the Contracts with respect to our Separate Accounts known as
Hartford Life Insurance Company DC Variable Account-I ("DC-I") and a series of
Hartford Life Insurance Company Separate Account Two ("DC-II"). Contributions to
the General Account Option become a part of our company assets in our General
Account. Contributions to the Contracts can also be allocated to one or more
variable Sub-Accounts of the Separate Accounts. "Sub-Accounts" are divisions of
a Separate Account. The Contracts and the Separate Accounts are described in a
separate prospectus accompanying this Prospectus. All such prospectuses should
be read carefully and retained for future reference.

    We credit interest on Contributions to the General Account Option during the
Accumulation Period. We establish specified Guaranteed Interest Rates for the
first five calendar years (a "Five Year Guarantee Period") for Contributions
received during the calendar year in which the Contract is issued (the "First
Calendar Year"). Before the start of each calendar year following the First
Calendar Year, we establish Guaranteed Interest Rates for a Five Year Guarantee
Period for Contributions received in such following year. We establish
Guaranteed Interest Rates annually after each Five Year Guarantee Period.

    We can establish Declared Interest Rates in excess of any Guaranteed
Interest Rates from time to time. Declared Interest Rates can apply to some or
all of the values under the General Account Option for periods of time that we
determine. The rates of interest credited will affect Participant Account values
(see "The General Account Option -- Participant Account Values") and are used to
determine amounts payable upon termination of the Contracts. (See
"Surrenders -- Contract Termination").

    Generally, we intend to invest the General Account assets attributable to
the Contracts in investment grade securities. We have no specific formula for
determining the rates of interest that we will establish as Declared Interest
Rates or Guaranteed Interest Rates in the future. However, our determination
generally will be affected by interest rates available on the types of debt
instruments in which we intend to invest the proceeds attributable to the
General Account Option. In addition, we can 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 us; general economic trends; and competitive factors. (See
"Investments by Hartford").

    During the Accumulation Period, the Contract Owner may allocate all or a
portion of a Participant's Account value held under the General Account Option
to one or more of the variable Sub-Accounts of the Separate Account. We do not
deduct Contingent Deferred Sales Charges 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"). 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 Participant's Account values less applicable charges described in
the Contract prospectus. However, under certain conditions, distributions may be
deferred or subject to a market value adjustment. (See "Surrenders").

                                       4
<PAGE>
                           GLOSSARY OF SPECIAL TERMS

ACCUMULATION PERIOD: The period before the start of Annuity payments.

ACTIVE LIFE FUND: The sum of all Participant Account values under a Contract
during the Accumulation Period.

ADMINISTRATIVE OFFICE: Located at 200 Hopmeadow Street, Simsbury, CT 06089. The
mailing address for correspondence concerning this Contract is P.O. Box 1583,
Hartford, CT 06144-1583, except for overnight or express mail packages, which
should be sent to: Attention: IPD/Retirement Plan Solutions, 200 Hopmeadow
Street, Simsbury, CT 06089.

ANNUITANT: The person on whose life Annuity payments are based.

ANNUITY: A series of payments for life or another designated period.

ANNUITY COMMENCEMENT DATE: The date we start to make Annuity payments to you.

ANNUITY PERIOD: The period during which we make Annuity payments to you.

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

COMMISSION: Securities and Exchange Commission.

CONTRACT OWNER: The Employer or entity owning the Contract.

CONTRACT YEAR: A period of 12 months beginning with the effective date of the
Contract or with any anniversary of the effective date.

CONTRIBUTION(S): The amount(s) paid or transferred to us by the Contract Owner
on behalf of Participants pursuant to the terms of the Contracts.

DATE OF COVERAGE: The date on which we receive the application on behalf of a
Participant.

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

DEFERRED COMPENSATION PLAN: A plan established and maintained in accordance with
the provisions of section 457 of the Code and the regulations issued thereunder.

EMPLOYER: A governmental or tax-exempt employer maintaining a Deferred
Compensation Plan for its employees or other eligible persons.

GENERAL ACCOUNT: Our General Account that consists of all of our company assets.

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" OR "OUR"): Hartford Life Insurance Company.

MARKET VALUE LUMP SUM OPTION: At Contract termination, a lump sum payment that
is adjusted for the market value of the underlying assets as described under the
formula under "The General Account Option -- The Accumulation Period --
Surrenders."

PARTICIPANT: A term used to describe, for record keeping purposes, any employee
or other eligible person electing to participate in the Deferred Compensation
Plan of the Employer/Contract Owner.

PARTICIPANT ACCOUNT: An account to which the General Account values and the
Separate Account values held by the Contract Owner on behalf of Participant
under the Contract are allocated.

PARTICIPANT'S CONTRACT YEAR: A period of twelve (12) months beginning with the
Date of Coverage of a Participant and each successive 12-month period.

PLAN: The Deferred Compensation Plan of an Employer.

PREMIUM TAX: A tax charged by a state or municipality on premiums, purchase
payments or Contract values.

SEPARATE ACCOUNTS: Our separate accounts called Hartford Life Insurance Company
DC Variable Account-I ("DC-I") and Hartford Life Insurance Company Separate
Account Two ("DC-II").

SURRENDER: Any partial or complete withdrawal of Contract values.

                                       5
<PAGE>
                                  INTRODUCTION

    This Prospectus sets forth information you should know before you purchase
or become a Participant in the General Account Option under Contracts. This
Prospectus describes only the parts of the Contracts relating to the General
Account Option. The Contracts also contain certain variable Separate Accounts.
The Contracts and the Separate Accounts are described in a separate prospectus
that accompanies this Prospectus. Please read them together and retain them for
your records.

                           THE GENERAL ACCOUNT OPTION

    The General Account Option is available under Contracts issued in connection
with a Deferred Compensation Plan of an Employer. The Contracts provide for both
an Accumulation Period and an Annuity Period. During the Accumulation Period,
the Employer can make Contributions to the General Account Option. Those
Contributions, and the interest credited thereon, become part of our General
Account. During the Annuity Period, Fixed or Variable Annuities can be purchased
with Participant Account values. The operation of the Contract during the
Annuity Period is described in the Contract prospectus accompanying this
Prospectus.

A. THE ACCUMULATION PERIOD

  1. CONTRIBUTIONS

    Contract Owners and Participants may allocate Contributions and Contract
values to the General Account Option.

  2. GUARANTEED INTEREST RATES AND DECLARED INTEREST RATES

    We credit interest on Contributions to the General Account Option during the
Accumulation Period. We establish specified Guaranteed Interest Rates for the
first five calendar years (a "Five Year Guarantee Period") for Contributions
received during the calendar year in which the Contract is issued (the "First
Calendar Year"). Before the start of each calendar year following the First
Calendar Year, we establish Guaranteed Interest Rates for a Five Year Guarantee
Period for Contributions received in such following year. The Guaranteed
Interest Rates for a Five Year Guarantee Period may not be the same in each
year.

    After each Five Year Guarantee Period, we establish Guaranteed Interest
Rates annually (a "One Year Guarantee Period"). These one-year Guaranteed
Interest Rates commence automatically 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, 2000. At issue, we set the
    Guaranteed Interest Rates for calendar years 2000 through 2004 as follows:

<TABLE>
<CAPTION>
                        GUARANTEED INTEREST RATE
                          (APPLICABLE TO 1999
CALENDAR YEAR                CONTRIBUTIONS)
- -------------           ------------------------
<S>                     <C>
   2000.....                      5.00%
   2001.....                      4.75%
   2002.....                      4.50%
   2003.....                      4.25%
   2004.....                      4.00%
</TABLE>

    Assume that we receive Contributions of $1,000 during 2000 and that we
receive Contributions of $1,500 during 2001. We will credit the 2000
Contributions of $1,000 with interest at a rate of at least 5.00% (i.e., the
Guaranteed Interest Rate for 2000) for 2000. During 2001, we will credit the
2000 Contributions, along with the interest credited from 2000, with interest at
a rate of at least 4.75% per year. Similarly, for calendar years 2002, 2003, and
2004, we will credit the 2000 Contributions, along with the interest credited
from prior years, with

                                       6
<PAGE>
interest at a rate of at least 4.50%, 4.25% and 4.00% per year respectively. At
the end of 2004, we will set a one-year Guaranteed Interest Rate for 2005. We
will follow this procedure for setting a one-year Guaranteed Interest Rate for
each subsequent year.

    At the end of 2000, we will set the Guaranteed Interest Rates for calendar
years 2001 through 2005 for the Contributions of $1,500 received in 2001. At the
end of 2005 and annually thereafter, we will set one-year Guaranteed Interest
Rates for the 2001 Contributions of $1,500 along with the interest that was
credited on the $1,500 in prior years.

    We will follow the same procedure for contributions received in 2002 and
later. At the end of each calendar year, we will set Guaranteed Interest Rates
for each of the next five calendar years for the following year's Contributions.
At the end of each Five Year Guarantee Period for a particular year's
contributions, we will establish one-year Guaranteed Interest Rates annually.

    We can establish Declared Interest Rates in excess of any Guaranteed
Interest Rates from time to time. Declared Interest Rates can apply to some or
all of the values under the General Account Option for periods of time that we
determine. For example, we 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 Participant Account values attributable to Contributions
received in a particular time period. The rates of interest credited will affect
Participant Account values (See "Participants Account Values") and are used to
determine amounts payable upon termination of the Contracts (See "Surrenders --
Contract Termination"). We will provide the Contract Owner with written
notification of the Declared Interest Rate and the values to which the Declared
Interest Rate will apply.

    We have no specific formula for determining the rates of interest that we
will establish as Declared Interest Rates or Guaranteed Interest Rates in the
future. However, our determination generally will be affected by interest rates
available on the types of debt instruments in which we intend to invest the
proceeds attributable to the General Account Option. In addition, we can 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 us; general economic trends; and
competitive factors. (See, "Investments by Hartford"). WE WILL MAKE THE FINAL
DETERMINATION AS TO ANY DECLARED INTEREST RATES AND ANY GUARANTEED INTEREST
RATES IN EXCESS OF THE CONTRACTUALLY GUARANTEED RATE. WE CANNOT PREDICT NOR CAN
WE GUARANTEE THE RATES OF ANY FUTURE DECLARED INTEREST OR GUARANTEED INTEREST
RATES IN EXCESS OF THE CONTRACTUALLY GUARANTEED RATE.

  3. PARTICIPANT ACCOUNT VALUES

    We credit interest on Participant Account values held under the General
Account Option at rates at least equal to the applicable Guaranteed Interest
Rates. We allocate Contributions to Participant Accounts, and begin crediting
interest as of the date we receive the Contribution at our Administrative
Office. We credit interest to Participant Account values daily.

  4. TRANSFERS FROM THE GENERAL ACCOUNT OPTION

    The Contract Owner may transfer Participant Account values held in the
General Account Option to one or more of the Sub-Accounts of the Separate
Accounts under the Contract. The charges for transfers are described in the
prospectus for the Contracts which accompanies this Prospectus. We do not deduct
Contingent Deferred Sales Charges when a transfer is made to the Separate
Accounts.

    All transfers are made on a last in, first out basis. This means the portion
of a Participant 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.

    The right to transfer Contract values is subject to our right to limit any
such transfer in any calendar year, to one-sixth ( 1/6) of the Participant
Account value under the General Account Option under the Contract as of the end
of the preceding calendar year. (See "Surrenders").

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

                                       7
<PAGE>
  5. TRANSFERS TO THE GENERAL ACCOUNT OPTION

    You can transfer Participant Account values from a Separate Account to the
General Account Option at any time. The charges for transfers are described in
the Contract prospectus that accompanies this Prospectus. We do not deduct
Contingent Deferred Sales Charges when a transfer is made. We will treat such
transfers 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 can request a full or partial Surrender of Participant Account values,
    less any Contingent Deferred Sales Charge, 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 ( 1/6) of the aggregate values held in the General Account Option
    under the Contract at the end of the preceding calendar year, we reserve the
    right to defer Surrenders in excess of the limit to the next calendar year.
    At such time, unless we are directed in writing otherwise, deferred
    Surrenders will be made in the order originally received up to the limit, if
    applicable. We will use this method until all Surrenders have been
    satisfied.

    (B) PAYMENT OF FULL OR PARTIAL SURRENDERS (PARTICIPANT ACCOUNT ONLY)

        In the event of a partial Surrender of a Participant's Account, we will
    pay the requested value less any applicable Contingent Deferred Sales
    Charge. We will make all partial Surrenders of a Participant Account on a
    last in, first out basis. This means the portion of your Participant Account
    attributable to your most recent Contribution (or transfer) will be
    Surrendered first. In the event of a full Surrender of a Participant
    Account, we will pay the account value less any applicable Premium Tax not
    previously deducted, the Annual Maintenance Fee and applicable Contingent
    Deferred Sales Charges.

    CONTINGENT DEFERRED SALES CHARGES:  We deduct a Contingent Deferred Sales
Charge ("Sales Charge") from Surrenders of or from the Contract. THE AMOUNT OF
THE SALES CHARGE DEPENDS ON THE SALES CHARGE SCHEDULE IN THE CONTRACT. THERE ARE
FOUR SEPARATE GROUP VARIABLE ANNUITY CONTRACTS WITH DIFFERENT SALES CHARGE
SCHEDULES, AS SHOWN BELOW. THE SALES CHARGE UNDER EACH DEPENDS ON the number of
Participant's Contract Years completed with respect to a Participant's Account
before the Surrender. The Sales Charge is a percentage of the amount
Surrendered.

<TABLE>
<CAPTION>
PARTICIPANT'S CONTRACT YEARS                                  SALES CHARGE
- ----------------------------                                  ------------
<S>                                                           <C>
During the First through the Eighth Year....................       5%
During the Ninth through Fifteenth Year.....................       3%
Sixteenth Year and thereafter...............................       0%
</TABLE>

<TABLE>
<CAPTION>
PARTICIPANT'S CONTRACT YEARS                                  SALES CHARGE
- ----------------------------                                  ------------
<S>                                                           <C>
During the First through the Sixth Year.....................       7%
During the Seventh through Twelfth Year.....................       5%
Thirteenth Year and thereafter..............................       0%
</TABLE>

<TABLE>
<CAPTION>
PARTICIPANT'S CONTRACT YEARS                                  SALES CHARGE
- ----------------------------                                  ------------
<S>                                                           <C>
During the First through the Sixth Year.....................       5%
During the Seventh through Eight Year.......................       4%
During the Ninth through Tenth Year.........................       3%
During the Eleventh through Twelfth Year....................       2%
Thirteenth Year and thereafter..............................       0%
</TABLE>

<TABLE>
<CAPTION>
PARTICIPANT'S CONTRACT YEARS                                  SALES CHARGE
- ----------------------------                                  ------------
<S>                                                           <C>
During the First through the Second Year....................       5%
During the Third through Fourth Year........................       4%
During the Fifth Year.......................................       3%
During the Sixth Year.......................................       2%
During the Seventh Year.....................................       1%
Eighth Year and thereafter..................................       0%
</TABLE>

                                       8
<PAGE>
    We may reduce the amount or term of the Sales Charge (see "Experience Rating
under the Contracts"). The Sales Charge will never exceed 8.5% of aggregate
Contributions to a Participant's Account. Please consult the prospectus for the
related group variable annuity contract and the Separate Account for applicable
Sales Charges.

    (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>
    <S>  <C>  <C>
    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, we will pay an amount equal to the Contract values held
in the General Account Option less applicable Premium Taxes, any Annual
Maintenance Fee and applicable Sales Charges. We reserve 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 that 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, we will pay a lump sum amount equal to the Contract
values held in the General Account Option, less any applicable Sales Charges,
Annual Maintenance 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.

  7. EXPERIENCE RATING UNDER THE CONTRACTS:

    We 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 Participants' 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 we are the exclusive annuity contract provider. Experience
credits can take the form of a reduction in the deduction for mortality, expense
risk and administrative undertakings, a reduction in the term or amount of any
applicable 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. We may apply experience credits either
prospectively or retrospectively. We may apply and allocate experience credits
in such manner as we deem appropriate. Any such credit will not

                                       9
<PAGE>
be unfairly discriminatory against any person, including the affected Contract
Owners or Participants. Experience credits have been given in certain cases.
Participants in Contracts receiving experience credits will receive notification
regarding such credits. Experience credits may be discontinued at our sole
discretion in the event of a change in applicable factors.

B. ANNUITY PERIOD

    We will normally make payments within 15 business days after we have
received a claim for settlement or any other later specified date. We will make
subsequent annuity payments on the anniversaries of the first payment.

    The prospectus for the Contract and the Separate Account(s) accompanying
this Prospectus more fully describes the Annuity Period and the Annuity Payment
Options under the Contracts.

                            INVESTMENTS BY HARTFORD

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

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

    Nonetheless, in establishing Guaranteed Rates and Declared Rates, Hartford
intends to take into account the yields available on the instruments in which it
intends to invest the proceeds from the Contracts. (See "Guaranteed Interest
Rates and Declared Interest Rates"). Hartford's investment strategy with respect
to the proceeds attributable to the Contracts will generally be to invest in
investment-grade debt instruments having durations tending to match the
applicable Guarantee Periods.

    Investment-grade debt instruments in which Hartford intends to invest the
proceeds from the Contracts include:

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

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

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

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

                         DISTRIBUTION OF THE CONTRACTS

    Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the General Account
Option. HSD is an affiliate of Hartford. The Hartford Financial Services
Group, Inc. ultimately controls both HSD and Hartford. The principal business
address of HSD is the same as that of Hartford.

                                       10
<PAGE>
    The securities 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 with the Commission under the Securities Exchange Act of
1934 as a Broker-Dealer and is a member of the National Association of
Securities Dealers, Inc.

    Broker-dealers or financial institutions are compensated according to a
schedule set forth by HSD and any applicable rules or regulations for variable
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 affect the amounts paid by the policyholders or contract
owners to purchase, hold or surrender variable insurance products.

                           FEDERAL TAX CONSIDERATIONS

A. TAXATION OF HARTFORD

    We are taxed as life insurance company under the Internal Revenue Code of
1986, as amended. We own the assets of the General Account attributable to the
Contracts. The income earned on these assets will be our income.

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

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

                        HARTFORD LIFE INSURANCE COMPANY

A. BUSINESS OF HARTFORD LIFE INSURANCE COMPANY
(DOLLAR AMOUNTS IN MILLIONS, UNLESS OTHERWISE STATED)

    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 1583, Hartford,
CT 06144-1583.

GENERAL

    Hartford Life Insurance Company and its subsidiaries ("Hartford Life
Insurance Company" or the "Company"), is a direct subsidiary of Hartford Life
and Accident Insurance Company (HLA), a wholly-owned subsidiary of Hartford
Life, Inc. (Hartford Life). The Company, together with HLA, provides
(i) investment products, including variable annuities, fixed market value
adjusted (MVA) annuities and retirement plan services for the savings and
retirement needs of over 1.2 million customers, (ii) life insurance for income
protection and estate planning to approximately 500,000 customers,
(iii) employee benefits products such as group life and group disability
insurance for the benefit of millions of individuals that is directly written by
the Company and is substantially ceded to its parent, HLA, and (iv) corporate
owned life insurance. According to the latest publicly available data, with
respect to the United States, the Company, along with its parent, is the largest
writer of individual variable annuities based on sales for the year ended
December 31, 1999; the third largest writer of group disability insurance based
on premiums written for the nine months ended September 30, 1999; as well as,
the third largest consolidated life insurance company based on statutory assets
as of December 31, 1998. The Company's strong position in each of its core
businesses provides an opportunity to

                                       11
<PAGE>
increase the sale of Hartford Life Insurance Company's products and services as
individuals increasingly save and plan for retirement, protect themselves and
their families against disability or death and prepare their estates for an
efficient transfer of wealth between generations.

    Hartford Life Insurance Company strives to maintain and enhance its position
as a market leader within the financial services industry. The Company has
pursued a strategy of developing and selling diverse and innovative products
through multiple distribution channels, continuously developing and expanding
those distribution channels, achieving cost efficiencies through economies of
scale and improved technology, maintaining effective risk management and prudent
underwriting techniques and capitalizing on its brand name and customer
recognition of The Hartford Stag Logo, one of the most recognized symbols in the
financial services industry. In the past year, the Company's total assets
increased 14% to $135.0 billion and total stockholder's equity, excluding net
unrealized capital losses on securities, was $2.9 billion as of December 31,
1999. In addition, the Company generated $3.4 billion in revenues and $361 in
net income in 1999. The Company's return on stockholder's equity, excluding net
unrealized capital gains (losses) on securities, was 13.4% in 1999.

  ORGANIZATION

    Hartford Life Insurance Company, a Connecticut corporation, was organized in
1902. The Company's indirect parent, 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). Pursuant to an initial
public offering (the "IPO") of 26 million shares of the Company's Class A Common
Stock on May 22, 1997, Hartford Life became a publicly traded company
representing approximately 18.6% of the equity ownership in the Company.
Additional information regarding the organization of the business and the IPO
may be found in Note 1 of Notes to Consolidated Financial Statements.

  DISTRIBUTION

    Hartford Life Insurance Company utilizes a multiple channel distribution
network which provides a distinct competitive advantage in selling products and
services to a broad cross-section of customers throughout varying economic and
market cycles. In particular, the Company has developed an extensive network of
banks and broker-dealers, which is one of the largest in the industry, including
over 1,500 national, regional and independent broker-dealers and approximately
500 banks. Consistent with this strategy, in 1998, the Company's parent, HLA,
purchased all the outstanding shares of PLANCO Financial Services, Inc. and its
affiliate, PLANCO, Incorporated (collectively, "PLANCO"), the nation's largest
wholesaler of individual annuities and the Company's primary wholesale
distributor of its Director-Registered Trademark- variable annuity, thus
securing an important distribution channel. In addition, the Company continues
to expand its opportunity to sell through financial institutions. As of
December 31, 1999, the Company was selling products through twenty-four of the
nation's twenty-five largest retail banks, including proprietary relationships
with four of the top ten. The Company's broad distribution network has enabled
the Company to introduce new products and services in an effective manner and
allows the Company significant opportunity to access its customer base. Hartford
Life Insurance Company sells variable annuities, fixed MVA annuities, variable
life insurance and retirement plan services through its broker-dealer and bank
distribution systems.

  PRODUCTS

    It is Hartford Life Insurance Company's belief that, as Americans journey
through life, they have specific needs related to building and preserving their
financial resources. The Company's goal is to be the "official supplier" of that
journey -- the preferred source of financial solutions for both individuals and
employers, as well as the financial professionals who serve them. To achieve
this goal, Hartford Life Insurance Company has focused its efforts on offering
products that provide mechanisms for retirement (e.g. annuities) and protecting
and preserving income and wealth (e.g. individual life, group life and group
disability). To ensure that it is able to meet the emerging opportunities that
will arise for individuals pursuing their dreams in the new millennium, the
Company expects to continue to expend significant resources and development
efforts in creating innovative new products and services.

  CUSTOMER SERVICE, TECHNOLOGY AND ECONOMIES OF SCALE

    Hartford Life Insurance Company maintains advantageous economies of scale
and operating efficiencies due to its continued growth, attention to expense
management and commitment to customer service and technology. These advantages
allow the Company to competitively price its products for its distribution
network and policyholders. The Company continues to achieve operating
efficiencies in its Investment

                                       12
<PAGE>
Products business. Operating expenses associated with the Company's individual
annuity products as a percentage of total individual annuity account value have
been more than cut in half over the past seven years, declining from 43 basis
points in 1992 to 21 basis points in 1999. In addition, the Company utilizes
computer technology to enhance communications within the Company and throughout
its distribution network in order to improve the Company's efficiency in
marketing, selling and servicing its products and, as a result, provides
high-quality customer service. In recognition of excellence in customer service
for variable annuities, Hartford Life Insurance Company, along with its parent,
was awarded the 1999 Annuity Service Award by DALBAR Inc., a recognized
independent financial services research organization, for the fourth consecutive
year. Hartford Life Insurance Company, along with its parent, is the only
company to receive this prestigious award in every year of its existence.
Additional information related to Hartford Life Insurance Company's technology
in respect of Year 2000 issues may be found in the Regulatory Matters and
Contingencies section of the Management's Discussion and Analysis of Financial
Condition and Results of Operations (MD&A).

  RISK MANAGEMENT

    Hartford Life Insurance Company's product designs, prudent underwriting
standards and risk management techniques protect it against disintermediation
risk and greater than expected mortality and morbidity experience. As of
December 31, 1999, the Company had limited exposure to disintermediation risk on
approximately 98% of its insurance liabilities through the use of non-guaranteed
separate accounts, MVA features, policy loans, surrender charges and
non-surrenderability provisions. The Company effectively utilizes prudent
underwriting to select and price insurance risks and regularly monitors
mortality and morbidity assumptions to determine if experience remains
consistent with these assumptions and to ensure that its product pricing remains
appropriate.

  BRAND NAME AND FINANCIAL STRENGTH

    The Hartford Stag Logo is one of the most recognized symbols in the
insurance and financial services industry. This brand recognition, coupled with
a strong balance sheet and sound ratings, has enabled the Company to establish
the reputation and financial strength necessary to maintain distribution
relationships, make strategic acquisitions and enhance important alliances, and
generate new customer sales. Pursuant to a Master Intercompany Agreement with
The Hartford, Hartford Life has been granted a perpetual non-exclusive license
to use the Stag Logo in connection with the sale of Hartford Life Insurance
Company's products and services. However, in the event that The Hartford reduces
its beneficial ownership below 50% of the combined voting power of Hartford
Life's then outstanding securities, the license may be revoked upon the later of
the fifth anniversary of the date of consummation of Hartford Life's IPO of its
Class A Common Stock or one year after receipt by the Company of written notice
of The Hartford's intention to revoke the license.

REPORTING SEGMENTS

    Hartford Life Insurance Company has the following reportable operating
segments: Investment Products, Individual Life and Corporate Owned Life
Insurance (COLI). The Company includes in "Other" corporate items not directly
allocable to any of its reportable segments, as well as certain employee
benefits, including group life and disability insurance that is directly written
by the Company and is substantially ceded to its parent, HLA. The following is a
description of each segment, including a discussion of principal products,
methods of distribution and competitive environments. Additional information on
Hartford Life Insurance Company's segments may be found in the MD&A on pages 11
to 22 and Note 13 of Notes to Consolidated Financial Statements.

  INVESTMENT PRODUCTS

    The Investment Products segment focuses on the savings and retirement needs
of the growing number of individuals who are preparing for retirement or have
already retired through the sale of individual fixed and variable annuities,
retirement plan services and other investment products. From December 31, 1995
to December 31, 1999, this segment's account values grew to $105.3 billion from
$43.9 billion, a five-year compounded annual growth rate of 24%. This growth has
been driven primarily by strong net cash flow of individual variable annuities,
the result of a high volume of sales and favorable persistency, as well as
equity market appreciation in the separate accounts of the Company's individual
and group variable annuities. Investment Products generated revenues of $1.9
billion and $1.8 billion in 1999 and 1998, respectively. Net income in the
Investment Products segment was $300 in 1999, an 11% increase over 1998.

                                       13
<PAGE>
    Hartford Life Insurance Company is the market leader in the annuity industry
and, according to Variable Annuity and Research Data Service (VARDS), was the
number one writer of individual variable annuities in the United States for 1999
and 1998 with sales of $10.3 billion and $9.9 billion, respectively. The Company
sells both variable and fixed individual annuity products through a wide
distribution network of national and regional broker-dealer organizations, banks
and other financial institutions and independent financial advisors. Total
individual annuity sales were $10.9 billion and $10.0 billion in 1999 and 1998,
respectively. The Company was also the number one seller of individual variable
annuities through banks in 1999 and 1998, according to Kenneth Kehrer and
Associates.

    The Company's total account value related to individual annuity products was
$89.0 billion as of December 31, 1999. Of this total account value, $80.6
billion, or 91%, related to individual variable annuity products and $8.4
billion, or 9%, related primarily to fixed MVA annuity products.

    The Company is among the top providers of retirement products and services,
including asset management and plan administration, to municipalities pursuant
to Section 457 and plans to corporations under Section 401(k) of the Internal
Revenue Code of 1986, as amended (herein after referred to as "Section 457" and
"Section 401(k)", respectively). The Company presently administers over 2,000
Section 457 plans and over 900 Section 401(k) plans. The Company also provides
structured settlement contracts, terminal funding products and other investment
products such as guaranteed investment contracts (GICs).

  PRODUCTS

    INDIVIDUAL VARIABLE ANNUITIES -- Hartford Life Insurance Company earns fees
for managing variable annuity assets and maintaining policyholder accounts,
which are based on the policyholders' account values. The Company uses specified
portions of the periodic premiums of a customer to purchase units in one or more
mutual funds, as directed by the customer, who then assumes the investment
performance risks and rewards. As a result, variable annuities permit
policyholders to choose aggressive or conservative investment strategies as they
deem appropriate without affecting the composition and quality of assets in the
Company's general account. These products offer the policyholder a variety of
equity and fixed income options, as well as the ability to earn a guaranteed
rate of interest in the general account of the Company. The Company offers an
enhanced guaranteed rate of interest for a specified period of time (no longer
than twelve months) if the policyholder elects to dollar-cost average (DCA)
funds from the Company's general account into one or more non-guaranteed
separate accounts. Due to this enhanced rate and the volatility experienced in
the overall equity markets, this option has become very popular with
policyholders. Deposits of varying amounts may be made at regular or irregular
intervals and the value of these assets fluctuates in accordance with the
investment performance of the funds selected by the policyholder. To encourage
persistency, many of the Company's individual variable annuities are subject to
withdrawal restrictions and surrender charges ranging initially from 6% to 7% of
the contract's face amount which reduce to zero on a sliding scale, usually
within seven policy years. Volatility experienced by the equity markets in 1998
and 1999 did not cause a significant increase in variable annuity surrenders,
demonstrating that policyholders are aware of the long-term nature of these
products. Individual variable annuity account value of $80.6 billion as of
December 31, 1999, has grown significantly from $13.1 billion as of
December 31, 1994 due to strong net cash flow, the result of a high level of
sales and low levels of surrenders, coupled with equity market appreciation in
both the equity and fixed income allocations of the policyholders' account
value. Approximately 86% of the individual variable annuity account value was
held in non-guaranteed separate accounts as of December 31, 1999.

    The assets underlying the Company's variable annuities are managed both
internally and by outside money managers, while the Company provides all policy
administration services. The Company utilizes a select group of money managers,
such as Wellington Management Company, LLP (Wellington), Putnam Financial
Services, Inc. (Putnam), American Funds, MFS Investment Management (MFS),
Franklin Templeton Group and Morgan Stanley Dean Witter InterCapital, Inc. All
have an interest in the continued growth in sales of the Company's products and
greatly enhance the marketability of the Company's annuities and the strength of
its product offerings. Two of the industry's top ten leading variable annuities,
The Director and Putnam Hartford Capital Manager Variable Annuity (based on
sales for the year ended 1999) are sponsored by Hartford Life Insurance Company
and are managed in part by Wellington and Putnam, respectively. In July 1999,
the Company introduced Hartford Leaders, a new multi-manager variable annuity.
This new venture combines the product manufacturing, wholesaling and service
capabilities of Hartford Life Insurance Company with the investment management
expertise of three of the nation's most successful investment management
organizations, American Funds, Franklin Templeton Group and MFS. Hartford Life
Insurance Company created a separate division at PLANCO to wholesale the product
in order to ensure that the Company fully capitalizes on this immense
opportunity and, by the end of 1999, the Company had in place a team of over 30

                                       14
<PAGE>
wholesalers. In a matter of six months, sales of Hartford Leaders have already
reached a $1 billion annualized sales rate, placing this venture as one of the
most successful new product launches in the history of the variable annuity
industry.

    FIXED MVA ANNUITIES -- Fixed MVA annuities are fixed rate annuity contracts
which guarantee a specific sum of money to be paid in the future, either as a
lump sum or as monthly income. In the event that a policyholder surrenders a
policy prior to the end of the guarantee period, the MVA feature increases or
decreases the cash surrender value of the annuity in respect of any interest
rate decreases or increases, respectively, thereby protecting the Company from
losses due to higher interest rates at the time of surrender. The amount of
payment will not fluctuate due to adverse changes in the Company's investment
return, mortality experience or expenses. The Company's primary fixed MVA
annuities have terms varying from one to ten years with an average term of
approximately seven years. Sales of the Company's fixed MVA annuities increased
during 1999 as a result of a higher interest rate environment making 1999 the
best sales year for this product since 1995. Account values of fixed MVA
annuities were $8.4 billion and $8.6 billion as of December 31, 1999 and 1998,
respectively.

    RETIREMENT PLANS -- With respect to retirement products and services,
Section 457 plans comprise approximately 80% of the related account values.
These assets have traditionally been held in the Company's general account, but
increasingly, plan beneficiaries are transferring assets into mutual funds held
in separate accounts. The Company offers a number of different funds, both fixed
income and equity, to the employees in Section 457 plans. Generally, the Company
manages the fixed income funds and certain other outside money managers act as
advisors to the equity funds offered in Section 457 plans administered by the
Company. The Company also sells Section 401(k) products targeting the small and
medium case markets since the Company believes these markets are underpenetrated
in comparison to the large case market.

    INSTITUTIONAL LIABILITIES -- Hartford Life Insurance Company also sells
structured settlement contracts which provide for periodic payments to an
injured person or survivor for a generally determinable number of years,
typically in settlement of a claim under a liability policy in lieu of a lump
sum settlement. The Company's structured settlements are sold through The
Hartford's property-casualty insurance operations as well as specialty brokers.
The Company also markets other annuity contracts for special purposes such as
the funding of terminated defined benefit pension plans. In addition, the
Company offers GICs and short term funding agreements.

MARKETING AND DISTRIBUTION

    The Investment Products distribution network has been developed based on
management's strategy of utilizing multiple and competing distribution channels
in an effort to achieve the broadest distribution to reach target customers. The
success of the Company's marketing and distribution system depends on its
product offerings, fund performance, successful utilization of wholesaling
organizations, relationships with national and regional broker-dealer firms,
banks and other financial institutions, and independent financial advisors
(through which the sale of the Company's individual annuities to customers is
consummated) and quality of customer service.

    Hartford Life Insurance Company maintains a network of approximately 1,500
broker-dealers and approximately 500 banks, including 24 of the 25 largest
retail banks in the United States. The Company periodically negotiates
provisions and terms of its relationships with unaffiliated parties and there
can be no assurance that such terms will remain acceptable to the Company or
such third parties. In August 1998, the Company's parent, HLA, completed the
purchase of all outstanding shares of PLANCO, a primary wholesaler of the
Company's individual annuities. PLANCO is the nation's largest wholesaler of
individual annuities and has played a significant role in Hartford Life
Insurance Company's growth over the past decade. As a wholesaler, PLANCO
distributes Hartford Life Insurance Company's fixed and variable annuities, and
single premium variable life insurance by providing sales support to registered
representatives, financial planners and broker-dealers at brokerage firms and
banks across the United States. This acquisition secured an important
distribution channel for the Company and gives the Company a wholesale
distribution platform which it can expand in terms of both the number of
individuals wholesaling its products and the portfolio of products in which they
wholesale. In addition, the Company uses internal personnel with extensive
experience in the Section 457 market, as well as access to the Section 401(k)
market, to sell its products and services in the retirement plan market.

                                       15
<PAGE>
COMPETITION

    The Investment Products segment competes with numerous other insurance
companies as well as certain banks, securities brokerage firms, investment
advisors and other financial intermediaries marketing annuities and other
retirement-oriented products. As the industry continues to consolidate, some of
these companies have or will gain greater financial strength and resources than
Hartford Life Insurance Company. In particular, national banks may become more
significant competitors in the future for insurers who sell annuities as a
result of court decisions and recent regulatory actions. Passage in
November 1999 of the Gramm-Leach-Bliley Act (the Financial Services
Modernization Act), which permits affiliations among banks, securities firms and
insurance companies, may have competitive, operational and other implications to
the Company. (For additional information, see the Regulatory Matters and
Contingencies section of the MD&A.) Product sales are affected by competitive
factors such as investment performance ratings, product design, visibility in
the marketplace, financial strength ratings, distribution capabilities, levels
of charges and credited rates, reputation and customer service.

  INDIVIDUAL LIFE

    The Individual Life segment, which focuses on the high end estate and
business planning markets, sells a variety of products including variable life,
universal life, interest sensitive whole life and term life insurance. Life
insurance in force increased 9% to $66.7 billion as of December 31, 1999 from
$61.1 billion as of December 31, 1998. Account values grew 20% to $5.4 billion
as of December 31, 1999 from $4.5 billion as of December 31, 1998. The
Individual Life segment generated revenues of $574 and $543 in 1999 and 1998,
respectively. Net income in the Individual Life segment was $68 in 1999, a 6%
increase over 1998.

PRODUCTS

    The recent trend in the individual life industry has been a shift away from
traditional products and fixed universal life insurance towards variable life
(including variable universal life) insurance products. Hartford Life Insurance
Company has been on the leading edge of this industry trend and is a top ten
writer of new variable life sales according to Tillinghast-Towers Perrin. In
1999, of the Company's new sales of individual life insurance, 84% was variable
life and 13% was either universal life or interest sensitive whole life. The
Company also sold a small amount of term life insurance.

    VARIABLE LIFE -- Variable life insurance provides a return linked to an
underlying investment portfolio and the Company allows policyholders to
determine their desired asset mix among a variety of underlying mutual funds. As
the return on the investment portfolio increases or decreases, as the case may
be, the death benefit or surrender value of the variable life policy may
increase or decrease. The Company's single premium variable life product
provides a death benefit to the policy beneficiary based on a single premium
deposit. The Company's second-to-die products are distinguished from other
products in that two lives are insured rather than one, and the policy proceeds
are paid upon the second death of the two insureds. Second-to-die policies are
frequently used in estate planning, often to fund estate taxes for a married
couple. Variable life account values were $2.6 billion and $1.7 billion as of
December 31, 1999 and 1998, respectively.

    UNIVERSAL LIFE AND INTEREST SENSITIVE WHOLE LIFE -- Universal life and
interest sensitive whole life insurance coverages provide life insurance with
adjustable rates of return based on current interest rates. The Company offers
both flexible and fixed premium policies and provides policyholders with
flexibility in the available coverage, the timing and amount of premium payments
and the amount of the death benefit provided there are sufficient policy funds
to cover all policy charges for the coming period. Universal life and interest
sensitive whole life represented 13% of new annualized premium sales of
individual life insurance in 1999. The Company also sells universal life
insurance policies with a second-to-die feature similar to that of the variable
life insurance product offered. Universal life and interest sensitive whole life
account values were $2.0 billion as of December 31, 1999 and 1998.

MARKETING AND DISTRIBUTION

    Consistent with the Company's strategy to access multiple distribution
outlets, the Individual Life distribution organization has been developed to
penetrate a multitude of retail sales channels. These include independent life
insurance sales professionals; agents of other companies; national, regional and
independent broker-dealers; banks; and property-casualty insurance
organizations. The primary organization used to wholesale Hartford Life
Insurance Company's products to these outlets is a group of highly qualified
life

                                       16
<PAGE>
insurance professionals with specialized training in sophisticated life
insurance sales, particularly as it pertains to estate and business planning.
These individuals are generally employees of the Company, who are managed
through a regional sales office system. The Company has grown this organization
rapidly the past few years, to over 180 individuals, and expects to continue to
increase the number of wholesalers in the future.

COMPETITION

    The Individual Life segment competes with approximately 1,600 life insurance
companies in the United States, as well as other financial intermediaries
marketing insurance products. Competitive factors related to this segment are
primarily the breadth and quality of life insurance products offered,
competitiveness of pricing, relationships with third-party distributors and the
quality of underwriting and customer service.

CORPORATE OWNED LIFE INSURANCE (COLI)

    Hartford Life Insurance Company is a leader in the COLI market, which
includes life insurance policies purchased by a company on the lives of its
employees, with the company named as the beneficiary under the policy. Until the
Health Insurance Portability Act of 1996 (HIPA Act of 1996), the Company sold
two principal types of COLI, leveraged and variable products. Leveraged COLI is
a fixed premium life insurance policy owned by a company or a trust sponsored by
a company. The HIPA Act of 1996 phased out the deductibility of interest on
policy loans under leveraged COLI at the end of 1998, thus virtually eliminating
all future sales of leveraged COLI. Variable COLI continues to be a product used
by employers to fund non-qualified benefits or other post-employment benefit
liabilities. Products marketed in this segment also include coverage owned by
employees under business sold through corporate sponsorship. Variable COLI
account values were $12.4 billion and $11.2 billion as of December 31, 1999 and
1998, respectively.

    In November 1998, Hartford Life recaptured an in force block of leveraged
COLI business from MBL Life Assurance Co. of New Jersey (MBL Life). The
transaction was consummated through the assignment of a reinsurance arrangement
between Hartford Life and MBL Life to a Hartford Life subsidiary. Hartford Life
originally assumed the life insurance block in 1992 from Mutual Benefit Life
Insurance Company (Mutual Benefit Life), which was placed in court-supervised
rehabilitation in 1991, and reinsured a portion of those policies back to MBL
Life. MBL Life, previously a Mutual Benefit Life subsidiary, operates under the
Rehabilitation Plan for Mutual Benefit Life. The recaptured MBL business
increased revenues and expenses for 1998, however, there was no impact to net
income. Leveraged COLI account values decreased to $5.7 billion as of December
31, 1999 from $9.2 billion as of December 31, 1998, primarily due to the HIPA
Act of 1996. Although COLI revenues decreased in 1999 to $830 from $1,567 in
1998, COLI earnings increased 17%, to $28 in 1999.

OTHER MATTERS

  RESERVES

    In accordance with applicable insurance regulations under which Hartford
Life Insurance Company operates, life insurance subsidiaries of the Company
establish and carry as liabilities actuarially determined reserves which are
calculated to meet the Company's future obligations. Reserves for life insurance
contracts are based on actuarially recognized methods using prescribed morbidity
and mortality tables in general use in the United States, which are modified to
reflect the Company's actual experience when appropriate. These reserves are
computed at amounts that, with additions from estimated 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 also include unearned
premiums, premium deposits, claims incurred but not reported and claims reported
but not yet paid. Reserves for assumed reinsurance are computed on bases
essentially comparable to direct insurance reserves.

    For Hartford Life Insurance Company's universal life and interest sensitive
whole life policies, reserves are set according to premiums collected, plus
interest credited, less charges. Other fixed death benefit and individual life
reserves are based on assumed investment yield, persistency, mortality and
morbidity as per commonly used actuarial tables, expenses and margins for
adverse deviations.

    The persistency of Hartford Life Insurance Company's annuity and other
interest sensitive life insurance reserves is enhanced by policy restrictions on
the withdrawal of funds. Withdrawals in excess of allowable penalty-free amounts
are assessed a surrender charge during a penalty period, which is usually at
least seven years. Such surrender charge is initially a percentage of the
accumulation value, which varies by product, and generally decreases gradually
during the penalty period. Surrender charges are set at levels to protect the

                                       17
<PAGE>
Company from loss on early terminations and to reduce the likelihood of
policyholders terminating their policies during periods of increasing interest
rates, thereby lengthening the effective duration of policy liabilities and
improving the Company's ability to maintain profitability on such policies.

    Hartford Life Insurance Company's reserves comply, in all material respects,
with state insurance department statutory accounting practices; however, in the
Company's Consolidated Financial Statements, life insurance reserves are
determined in accordance with generally accepted accounting principles, which
may vary from statutory accounting practices.

  REGULATION AND PREMIUM RATES

    Insurance companies are subject to comprehensive and detailed regulation and
supervision throughout the United States. The extent of such regulation varies,
but generally has its source in statutes which delegate regulatory, supervisory
and administrative powers to state insurance departments. Such powers relate to,
among other things, the standards of solvency which must be met and maintained;
the licensing of insurers and their agents; the nature of and limitations on
investments; premium rates; claim handling and trade practices; restrictions on
the size of risks which may be insured under a single policy; deposits of
securities for the benefit of policyholders; approval of policy forms; periodic
examinations of the affairs of companies; annual and other reports required to
be filed on the financial condition of companies or for other purposes; fixing
maximum interest rates on life insurance policy loans and minimum rates for
accumulation of surrender values; and, the adequacy of reserves and other
necessary provisions for unearned premiums, unpaid claims and claim adjustment
expenses and other liabilities, both reported and unreported.

  REINSURANCE

    In accordance with normal industry practice, Hartford Life Insurance Company
is involved in both the cession and assumption of insurance with other insurance
and reinsurance companies. As of December 31, 1999, the maximum amount of life
insurance retained on any one life by any of the life operations is
approximately $2.5, excluding accidental death benefits.

  INVESTMENT OPERATIONS

    Hartford Life Insurance Company's investment operations are managed by its
investment strategy group which reports directly to senior management of the
Company. The Company's investments have been separated into specific portfolios
which support specific classes of product liabilities. The investment strategy
group works closely with the product lines to develop investment guidelines,
including duration targets, asset allocation and convexity constraints,
asset/liability mismatch tolerances and return objectives, to ensure that the
product line's individual risk and return objectives are met. The Company's
primary investment objective for its general account and guaranteed separate
accounts is to maximize after-tax returns consistent with acceptable risk
parameters, including the management of the interest rate sensitivity of
invested assets to that of policyholder obligations.

    For further discussion of Hartford Life Insurance Company's investment
operations and the Company's approach to managing investment risk, see the
Investments section of the MD&A, as well as Notes 2(f), 2(g), 2(h) and 3 of
Notes to Consolidated Financial Statements.

  EMPLOYEES

    Hartford Life Insurance Company's parent (Hartford Life) had approximately
5,000 employees at February 29, 2000.

  PROPERTIES

    The principal executive offices of Hartford Life Insurance Company, together
with its parent, are located in Simsbury, Connecticut. The home office complex
consists of approximately 615 thousand square feet, and is leased from a third
party by Hartford Fire Insurance Company (Hartford Fire), an indirect subsidiary
of The Hartford. This lease expires in the year 2009. Expenses associated with
these offices are allocated on a direct and indirect basis to Hartford Life
Insurance Company by Hartford Fire.

  LEGAL PROCEEDINGS

    Hartford Life Insurance 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. Some of these cases have been filed as
purported class actions and some cases have been filed in certain jurisdictions
that permit

                                       18
<PAGE>
punitive damage awards disproportionate to the actual damages incurred. Although
there can be no assurances, at the present time the Company does not anticipate
that the ultimate liability arising from such pending or threatened litigation,
after consideration of provisions made for estimated losses and costs of
defense, will have a material adverse effect on the financial condition or
operating results of the Company.

  MARKET FOR HARTFORD LIFE INSURANCE COMPANY'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

    All of the Company's outstanding shares are ultimately owned by Hartford
Life which is ultimately a subsidiary of The Hartford. As of March 24, 2000, the
Company had issued and outstanding 1,000 shares of common stock at a par value
of $5,690 per share.

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.

                              STATEMENT OF INCOME
                          (DOLLAR AMOUNTS IN MILLIONS)

<TABLE>
<CAPTION>
                                                                  FOR THE YEAR ENDED DECEMBER 31,
                                                        ----------------------------------------------------
                                                          1999       1998       1997       1996       1995
                                                        --------   --------   --------   --------   --------
<S>                                                     <C>        <C>        <C>        <C>        <C>
REVENUES
  Premiums and other considerations...................   $2,045     $2,218     $1,637     $1,705     $1,487
  Net investment income...............................    1,359      1,759      1.368      1,397      1,328
  Net realized (losses) gains.........................       (4)        (2)         4       (213)       (11)
    Total Revenues....................................    3,400      3,975      3,009      2,889      2,804

BENEFITS, CLAIMS AND EXPENSES
  Benefits, claims and claim adjustment expenses......    1,574      1,911      1,379      1,535      1,422
  Amortization of deferred policy acquisition costs...      539        431        335        234        199
  Dividends to policyholders..........................      104        329        240        635        675
  Other insurance expenses............................      631        766        586        427        317
    Total Benefits, Claims and Expenses...............    2,848      3,437      2,540      2,831      2,613
  Income before income tax expense....................      552        538        469         58        191
  Income tax expense..................................      191        188        167         20         62

  NET INCOME..........................................   $  361     $  350     $  302     $   38     $  129
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(DOLLAR AMOUNTS IN MILLIONS, EXCEPT FOR SHARE DATA, UNLESS OTHERWISE STATED)

    Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the Consolidated Financial
Statements and related Notes beginning on page F-1.

    Certain statements contained in this discussion, other than statements of
historical fact, are forward-looking statements. These statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and include estimates and assumptions related to economic,
competitive and legislative developments. These forward-looking statements are
subject to change and uncertainty which are, in many instances, beyond the
Company's control and have been made based upon management's expectations and
beliefs concerning future developments and their potential effect on Hartford
Life Insurance Company and subsidiaries ("Hartford Life Insurance Company" or
the "Company"). There can be no assurance that future developments will be in
accordance with management's expectations or that the effect of future
developments on Hartford Life Insurance Company will be those anticipated by
management. Actual results could differ materially from those expected by the
Company, depending on the outcome of certain factors, including the possibility
of general economic, business and legislative conditions that are less favorable
than anticipated, changes in interest rates or the stock markets, stronger than
anticipated competitive activity and those described in the forward-looking
statements.

                                       19
<PAGE>
    Certain reclassifications have been made to prior year financial information
to conform to the current year presentation.

INDEX

<TABLE>
<S>                                         <C>       <C>                                         <C>
Consolidated Results of Operations........   11       Investments...............................   14

Investment Products.......................   12       Capital Resources and Liquidity...........   20

Individual Life...........................   13       Regulatory Matters and Contingencies......   21

Corporate Owned Life Insurance (COLI).....   14       Accounting Standards......................   22
</TABLE>

CONSOLIDATED RESULTS OF OPERATIONS

    Hartford Life Insurance Company is a leading financial services and
insurance company providing investment and retirement products such as variable
and fixed annuities and retirement plan services; individual and corporate owned
life insurance; and, employee benefit products such as group life and disability
insurance that is directly written by the Company and is substantially ceded to
its parent, Hartford Life and Accident Insurance Company (HLA).

    The Company derives its revenues principally from: (a) asset management fees
on separate account assets and mortality and expense fees; (b) net investment
income on general account assets; (c) cost of insurance charges; (d) fully
insured premiums; and (e) certain other fees earned by the Company. Asset
management fees and mortality and expense fees are primarily generated from
separate account assets, which are deposited with the Company through the sale
of variable annuity products and variable life products. Cost of insurance
charges are assessed on the net amount at risk for investment oriented life
insurance products.

    Hartford Life Insurance Company's expenses essentially consist of interest
credited to policyholders on general account liabilities, insurance benefits
provided, dividends to policyholders, costs of selling and servicing the various
products offered by the Company, and other general business expenses.

    Hartford Life Insurance Company's profitability depends largely on the
amount of assets, the level of fully insured premiums, the adequacy of product
pricing and underwriting discipline, and its ability to earn target spreads
between earned investment rates on general account assets and credited rates to
customers.

OPERATING SUMMARY

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
Total revenues..............................................   $3,400     $3,975
Total expenses..............................................    3,039      3,625
                                                               ------     ------
  NET INCOME................................................   $  361     $  350
</TABLE>

    Hartford Life Insurance Company has the following reportable segments:
Investment Products, Individual Life and Corporate Owned Life Insurance (COLI).
The Company reports in "Other" corporate items not directly allocable to any of
its segments, as well as certain employee benefits, including group life and
disability insurance that is directly written by the Company and is
substantially ceded to its parent, HLA. For information regarding the Company's
segments, see Note 13 of Notes to Consolidated Financial Statements.

    Revenues decreased $575, or 14%, due primarily to the declining block of
leveraged COLI business. Excluding the COLI segment, revenues increased $162, or
7%, driven mostly by the Investment Products and Individual Life segments, where
revenues increased $105, or 6%, and $31, or 6%, respectively. The revenue growth
in the Investment Products segment was, for the most part, due to higher fee
income in the individual annuity operation, where fee income increased $209, or
24%, due to significant growth in related account values resulting from strong
sales, favorable persistency and equity market appreciation. The growth in
Individual Life was fundamentally due to higher fee income associated with the
growing block of variable life insurance.

    Total benefits, claims and expenses decreased $589, or 17%, primarily due to
the declining block of leveraged COLI business. Excluding the COLI segment,
total benefits, claims and expenses increased $155, or 8%, consistent with the
revenue growth described above. Combined net income for Investment Products,
Individual Life and COLI increased $38, or 11%, driven mostly by increased fee
income associated with higher

                                       20
<PAGE>
account values in the Investment Products segment, as well as continued growth
in Individual Life and COLI. Net losses in "Other" increased $27 primarily
related to the loss of $16 associated with the commutation of a reinsurance
arrangement as discussed in Note 9 of Notes to Consolidated Financial
Statements.

OUTLOOK

    Management believes that it has developed and implemented strategies to
maintain and enhance its position as a market leader within the financial
services industry and to continue the Company's growth in assets. Hartford Life
Insurance Company is well positioned to assist individuals in meeting their
financial goals as they increasingly save and plan for retirement, protect
themselves and their families against disability or death and prepare their
estates for an efficient transfer of wealth between generations. Hartford Life
Insurance Company's strong market position in its primary businesses, which
align with these growing markets, will provide opportunities to increase sales
of the Company's products and services.

    Certain proposed legislative initiatives which could impact Hartford Life
Insurance Company are discussed in the Regulatory Matters and Contingencies
section.

SEGMENT RESULTS

    Below is a summary of net income (loss) by segment.

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
Investment Products.........................................    $300       $270
Individual Life.............................................      68         64
Corporate Owned Life Insurance..............................      28         24
Other.......................................................     (35)        (8)
                                                                ----       ----
  NET INCOME................................................    $361       $350
</TABLE>

    A description of each segment as well as an analysis of the operating
results summarized above is included on the following pages.

INVESTMENT PRODUCTS

OPERATING SUMMARY

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
Total revenues..............................................   $1,884     $1,779
Total expenses..............................................    1,584      1,509
                                                               ------     ------
  NET INCOME................................................   $  300     $  270
</TABLE>

    The Investment Products segment focuses on the savings and retirement needs
of the growing number of individuals who are preparing for retirement or have
already retired through the sale of individual fixed and variable annuities,
retirement plan services and other investment products. The Company, along with
its parent, was ranked the number one writer of individual variable annuities in
the United States for 1999 according to Variable Annuity and Research Data
Service (VARDS) and the number one seller of individual variable annuities
through banks, according to Kenneth Kehrer and Associates.

    Revenues increased $105, or 6%, primarily due to higher fee income in the
individual annuity operation. Fees generated by individual annuities increased
$209, or 24%, as related account values increased $18.2 billion, or 26%. The
growth in individual annuity account values was mostly due to significant net
cash flow, resulting from strong sales of $10.9 billion and favorable
persistency, as well as equity market appreciation. Partially offsetting this
growth, was a decline in total revenues of $72 as the non-insurance
subsidiaries, which included fees generated from mutual fund operations, were
transferred to HLA in November 1998 in the form of a dividend as discussed in
Note 1 of Notes to Consolidated Financial Statements.

    Total expenses increased $75, or 5%, as a result of the continued growth in
this segment. This increase was primarily driven by amortization of deferred
policy acquisition costs, which grew $85, or 26%. Additionally, other expenses
in the individual annuity operations increased $37, or 17%, essentially due to
growth in the individual variable annuity operation. Partially offsetting this
growth was a decline in total expenses of $57 related to the transfer of the
non-insurance subsidiaries, which included fees generated from mutual fund
operations, described above.

                                       21
<PAGE>
    Net income increased $30, or 11%, for the most part due to the growth in
revenues discussed above. Also contributing to the higher net income were
operating efficiencies that the segment continues to achieve, particularly in
its individual variable annuity operation, where operating expenses as a
percentage of average individual annuity account values decreased from 23 basis
points to 21 basis points. Additionally, the transfer of the non-insurance
subsidiaries, which included fees generated from mutual fund operations,
described above, partially offset the growth in this segment.

OUTLOOK

    The market for retirement products continues to expand as individuals
increasingly save and plan for retirement. Demographic trends suggest that as
the baby boom generation matures, a significant portion of the United States
population will allocate a greater percentage of their disposable incomes to
saving for their retirement years due to uncertainty surrounding the Social
Security system and increases in average life expectancy. As this market grows,
particularly for variable annuities and mutual funds, new companies are
continually entering the market and aggressively seeking distribution
capabilities and pursuing market share. This trend is not expected to subside,
particularly in light of the Gramm-Leach-Bliley Act of 1999 (the Financial
Services Modernization Act), which was enacted into law, allowing banks,
securities firms and insurance companies to have ownership affiliation. (For
additional information, see the Regulatory Matters and Contingencies section.)

    Management believes that it has developed and implemented strategies to
maintain and enhance its position as a market leader in the financial services
industry.

INDIVIDUAL LIFE

OPERATING SUMMARY

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
Total revenues..............................................    $574       $543
Total expenses..............................................     506        479
                                                                ----       ----
  NET INCOME................................................    $ 68       $ 64
</TABLE>

    The Individual Life segment, which focuses on the high end estate and
business planning markets, sells a variety of life insurance products, including
variable life, universal life, interest sensitive whole life and term life
insurance.

    Revenues increased $31, or 6%, resulting primarily from higher fee income
associated with the growing block of variable life insurance. Fee income
increased $52, or 15%, as variable life account values increased $868, or 50%,
and variable life insurance in force increased $7.5 billion, or 46%. The higher
fee income was partially offset by a decrease of $12, or 7%, in net investment
income. Expenses increased $27, or 6%, primarily as a result of an increase in
amortization of deferred policy acquisition costs and operating expenses of $23,
or 22%, and $10, or 9%, respectively, associated with the growth of this
segment. Partially offsetting these increases was a decrease in benefits, claims
and claim adjustment expenses of $8, or 3%, principally due to lower mortality
costs. Net income increased $4, or 6%, essentially due to the higher fee income
and favorable mortality described above.

OUTLOOK

    Management believes that the Company's strong market position will provide
opportunities for growth in this segment as individuals increasingly prepare
their estates for an efficient transfer of wealth between generations.

CORPORATE OWNED LIFE INSURANCE (COLI)

OPERATING SUMMARY

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
Total revenue...............................................    $830      $1,567
Total expenses..............................................     802       1,543
                                                                ----      ------
  NET INCOME................................................    $ 28      $   24
</TABLE>

                                       22
<PAGE>
    Hartford Life Insurance Company is a leader in the COLI market, which
includes life insurance policies purchased by a company on the lives of its
employees, with the company named as beneficiary under the policy. Until the
Health Insurance Portability and Accountability Act of 1996 (HIPA Act of 1996),
the Company sold two principal types of COLI business, leveraged and variable
products. Leveraged COLI is a fixed premium life insurance policy owned by a
company or a trust sponsored by a company. The HIPA Act of 1996 phased out the
deductibility of interest on policy loans under leveraged COLI through the end
of 1998, virtually eliminating all future sales of this product. Variable COLI
continues to be a product used by employers to fund non-qualified benefits or
other postemployment benefit liabilities. Products marketed in this segment also
include coverage owned by employees under business sold through corporate
sponsorship.

    Revenues decreased $737, or 47%, primarily attributable to the downsizing of
the leveraged COLI business as a result of the HIPA Act of 1996. During 1999,
leveraged COLI account values decreased $3.4 billion, or 37%. Consistent with
the decrease in revenues, expenses decreased $741, or 48%. Net income increased
$4, or 17%, primarily due to growth in the variable COLI business, where related
account values increased $1.2 billion, or 10%. Additionally, leveraged COLI net
income increased due to earnings associated with the MBL business recaptured in
November 1998 (as discussed earlier), which was partially offset by decreases
associated with the downsizing of the overall leveraged COLI business.

OUTLOOK

    The focus of this segment is variable COLI, which continues to be a product
generally used by employers to fund non-qualified benefits or other
postemployment benefit liabilities. The leveraged COLI product has been an
important contributor to Hartford Life Insurance Company's profitability in
recent years and will continue to contribute to the profitability of Hartford
Life Insurance Company in the future, although the level of profit is expected
to decline. COLI is subject to a changing legislative and regulatory environment
that could have a material adverse affect on its business. Certain proposed
legislative initiatives could impact COLI and are discussed in the Regulatory
Matters and Contingencies section.

INVESTMENTS

GENERAL

    The Company's investments are managed by its investment strategy group which
consists of a risk management unit and a portfolio management unit and reports
directly 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 appropriate asset allocation, duration, and convexity
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 Financial Services Group, Inc., 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 hold any financial instruments purchased 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/or interest, and interest rate
risk, relating to the market price and/or cash flow variability associated with
changes in market yield curves. See "Investment Risk Management" for further
discussion of the Company's approach to managing these investment risks.

    The Company's separate accounts reflect two categories of risk assumption:
non-guaranteed separate accounts totaling $110.4 billion and $80.6 billion as of
December 31, 1999 and 1998, respectively wherein the policyholder assumes
substantially all the investment risk and reward, and guaranteed separate
accounts totaling $8.7 billion and $9.7 billion as of December 31, 1999 and
1998, respectively, wherein Hartford Life Insurance Company contractually
guarantees either a minimum return or account value to the policyholder.
Non-guaranteed separate account products include variable annuities, variable
life insurance contracts and variable COLI. Guaranteed separate account products
primarily consist of modified guaranteed individual annuities and modified
guaranteed life insurance and generally include market value adjustment features
to mitigate the risk of disintermediation.

                                       23
<PAGE>
    The Company's general account consists of a diversified portfolio of
investments. Although all the assets of the general account support the
Company's general account 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 $18.1 billion as of
December 31, 1999 and were comprised of $13.5 billion of fixed maturities, $4.2
billion of policy loans and other investments of $398. As of December 31, 1998,
general account invested assets totaled $21.8 billion and were comprised of
$14.8 billion of fixed maturities, $6.7 billion of policy loans and other
investments of $295. Policy loans, which had a weighted-average interest rate of
7.5% and 9.9%, as of December 31, 1999 and 1998, respectively, increased
primarily as a result of the MBL Recapture. These loans are secured by the cash
value of the underlying life insurance policies and do not mature in a
conventional sense, but expire in conjunction with the related policy
liabilities.

    During 1999, the Hartford Life Insurance Company continued its investment
strategy of increasing its allocation to municipal tax-exempt securities with
the objective of increasing after-tax yields, and also increased its allocation
to commercial mortgage backed and mortgage backed securities. Short-term
investments decreased as of December 31, 1999 as compared to 1998 primarily due
to the funding of scheduled liability maturities and reallocation into other
asset sectors.

    Approximately 22.2% and 23.3% of the Company's fixed maturity portfolio was
invested in private placement securities (including Rule 144A offerings) as of
December 31, 1999 and 1998, respectively. Private placement securities are
generally less liquid than public securities; however, covenants for private
placements are designed to mitigate liquidity risk. Most of the private
placement securities in the Company's portfolio are rated by nationally
recognized rating organizations.

INVESTMENT RESULTS

    The table below summarizes Hartford Life Insurance Company's investment
results.

<TABLE>
<CAPTION>
(BEFORE-TAX)                                                    1999       1998
- ------------                                                  --------   --------
<S>                                                           <C>        <C>
Net investment income -- excluding policy loan income.......   $  968     $  970
Policy loan income..........................................      391        789
Net investment income -- total..............................   $1,359     $1,759
Yield on average invested assets (1)........................     6.8%       8.0%
Net realized capital losses.................................   $   (4)    $   (2)
</TABLE>

(1) REPRESENTS NET INVESTMENT INCOME (EXCLUDING NET REALIZED CAPITAL LOSSES)
    DIVIDED BY AVERAGE INVESTED ASSETS AT COST (FIXED MATURITIES AT AMORTIZED
    COST). IN 1998, AVERAGE INVESTED ASSETS WERE CALCULATED ASSUMING THE MBL
    RECAPTURE PROCEEDS WERE RECEIVED ON JANUARY 1, 1998.

    Total net investment income, before-tax, decreased $400, or 23%, most
notably due to a decrease in policy loan income of $398 associated with the
downsizing of the leveraged COLI business. Yield on average invested assets
declined to 6.8%, as a result of a decline in the policy loan weighted average
interest rate to 7.5% in 1999 from 9.9% in 1998. Net realized capital gains on
the sale of equity securities and fixed maturities offset a $28, after-tax,
other than temporary impairment charge related to asset backed securities
securitized and serviced by Commercial Financial Services, Inc. (CFS)
securities, which were sold in August of 1999.

INVESTMENT RISK MANAGEMENT

    Credit risk and interest rate risk are the primary sources of investment
risk to the Company. The Company manages credit risk through industry and issuer
diversification and asset allocation. Investment credit policies have been
established that focus on the credit quality of obligors and counterparties,
limit credit concentrations, and encourage diversification and require frequent
creditworthiness reviews. The Company invests primarily in securities rated
investment grade and has established exposure limits, diversification standards
and review procedures for all credit risks including borrower, issuer and
counterparty. Also, the Company maintains credit policies regarding the
financial stability and credit standing of its major derivatives' counterparties
and, to the extent the current value of derivatives exceed exposure policy
thresholds, collateral is pledged to or held by the Company. The Company manages
interest rate risk as part of its asset/liability

                                       24
<PAGE>
management strategies, including the use of certain hedging techniques (which
may include the use of certain financial derivatives), product design, such as
the use of MVA features and surrender charges, and proactive monitoring and
management of certain non-guaranteed elements of the Company's products (such as
resetting of credited rates for policies that permit such adjustments). For
additional information of the Company's interest rate risk management techniques
see the "Asset/Liability Management Strategies Used to Manage Market Risk"
discussion below.

    Upward movement in market interest rates during 1999 resulted in a
significant decline in the fair value of the fixed maturities portfolio over
1998. However, the Company's asset allocation, and therefore its exposure to
market risk, has not changed materially from its position at December 31, 1998.

    The following table reflects the principal amounts of the fixed and variable
rate fixed maturity portfolio, along with the respective weighted average
coupons by estimated maturity year as of December 31, 1999. Comparative totals
are included for December 31, 1998. Expected maturities differ from contractual
maturities due to call or prepayment provisions. The weighted average coupon on
variable rate securities is based on spot rates as of December 31, 1999 and
1998, and is primarily based on 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>
                                                                                                          1999       1998
                                      2000       2001       2002       2003       2004     THEREAFTER    TOTAL      TOTAL
                                    --------   --------   --------   --------   --------   ----------   --------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>          <C>        <C>
BONDS AND NOTES -- CALLABLE
  FIXED RATE
    Par value.....................   $   92     $   54     $   34     $   64     $    3      $  230     $   477    $   480
    Weighted average coupon.......     7.1%       5.8%       7.1%       7.6%       7.5%        5.3%        6.2%       6.3%
    Fair value....................                                                                      $   456    $   480
  VARIABLE RATE
    Par value.....................   $  126     $   29     $   26     $    -     $   30      $1,011     $ 1,222    $   974
    Weighted average coupon.......     6.6%       6.2%       6.6%          -       7.4%        6.6%        6.6%       6.0%
    Fair value....................                                                                      $ 1,124    $   883
BONDS AND NOTES -- OTHER
  FIXED RATE
    Par value.....................   $3,175     $1,663     $1,106     $1,117     $1,132      $5,393     $13,586    $13,146
    Weighted average coupon.......     6.7%       7.0%       7.3%       6.9%       6.3%        5.5%        6.2%       6.4%
    Fair value....................                                                                      $12,015    $13,655
  VARIABLE RATE
    Par value.....................   $  222     $   84     $  119     $   73     $   42      $  334     $   874    $ 1,132
    Weighted average coupon.......     6.5%       6.0%       6.1%       5.7%       5.3%        4.9%        5.7%       5.7%
    Fair value....................                                                                      $   901    $ 1,096
ASSET BACKED SECURITIES
  FIXED RATE
    Par value.....................   $  409     $  565     $  308     $  197     $  172      $  332     $ 1,983    $ 1,886
    Weighted average coupon.......     6.8%       6.6%       6.5%       6.4%       6.8%        7.3%        6.7%       6.8%
    Fair value....................                                                                      $ 1,847    $ 1,811
  VARIABLE RATE
    Par value.....................   $  187     $  275     $  222     $  216     $  166      $  421     $ 1,487    $ 1,720
    Weighted average coupon.......     6.4%       6.4%       6.6%       6.7%       6.7%        6.7%        6.6%       6.1%
    Fair value....................                                                                      $ 1,419    $ 1,622
</TABLE>

                                       25
<PAGE>

<TABLE>
<CAPTION>
                                                                                                          1999       1998
                                      2000       2001       2002       2003       2004     THEREAFTER    TOTAL      TOTAL
                                    --------   --------   --------   --------   --------   ----------   --------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>          <C>        <C>
COLLATERALIZED MORTGAGE
  OBLIGATIONS
  FIXED RATE
    Par value.....................   $  349     $  235     $  142     $   75     $   39      $  202     $ 1,042    $ 1,342
    Weighted average coupon.......     6.0%       6.1%       6.2%       6.5%       7.1%        7.2%        6.4%       6.3%
    Fair value....................                                                                      $   941    $ 1,286
  VARIABLE RATE
    Par value.....................   $   16     $    3     $    1     $    -     $    1      $  103     $   124    $   276
    Weighted average coupon.......     7.1%       5.0%       6.9%          -       8.1%        5.5%        5.8%       6.2%
    Fair value....................                                                                      $   113    $   260
COMMERCIAL MORTGAGE BACKED
  SECURITIES
  FIXED RATE
    Par value.....................   $  106     $  148     $  129     $   50     $   94      $1,234     $ 1,761    $ 1,535
    Weighted average coupon.......     6.7%       7.6%       7.2%       7.1%       7.2%        7.1%        7.1%       7.1%
    Fair value....................                                                                      $ 1,604    $ 1,578
  VARIABLE RATE
    Par value.....................   $  237     $  117     $  134     $  178     $  122      $  459     $ 1,247    $ 1,046
    Weighted average coupon.......     7.3%       7.6%       7.3%       7.2%       7.5%        7.7%        7.5%       6.7%
    Fair value....................                                                                      $ 1,073    $ 1,000
MORTGAGE BACKED SECURITIES
  FIXED RATE
    Par value.....................   $   73     $   83     $   82     $   74     $   66      $  698     $ 1,076    $   654
    Weighted average coupon.......     7.0%       7.0%       7.0%       7.0%       7.0%        7.9%        7.6%       6.8%
    Fair value....................                                                                      $   816    $   615
  VARIABLE RATE
    Par value.....................   $    1     $    1     $    -     $    -     $    -      $    2     $     4    $    11
    Weighted average coupon.......     6.6%       6.6%          -          -          -        6.3%        6.4%       8.6%
    Fair value....................                                                                      $     4    $    10
</TABLE>

ASSET/LIABILITY MANAGEMENT STRATEGIES USED TO MANAGE MARKET RISK

    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 frequently by senior management. 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 $7.5 billion as of
December 31, 1999 ($4.7 billion related to insurance investments and $2.8
related to life insurance liabilities). As of December 31, 1998, the notional
amounts pertaining to derivatives totaled $9.7 billion ($4.9 billion related to
insurance investments and $4.8 billion 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 the subsequent purchase of an asset. These hedges involve taking
a long position in interest rate futures or

                                       26
<PAGE>
entering into an interest rate swap with duration characteristics equivalent to
the associated liabilities or anticipated investments. The notional amount of
anticipatory hedges as of December 31, 1999 and 1998 was $186 and $235,
respectively.

    LIABILITY HEDGING -- Several products obligate the Company to credit a
return to the contractholder which is indexed to a market rate. To hedge risks
associated with these products, the Company enters into various derivative
contracts. Interest rate swaps are used 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 Hartford Life Insurance Company's asset/liability matching policy.
Interest rate swaps are also used to convert certain fixed contract rates into
floating rates, thereby allowing them to be appropriately matched against
floating rate assets. Additionally, interest rate caps are used to hedge against
the risk of contractholder disintermediation in a rising interest rate
environment. The notional amount of derivatives used for liability hedges as of
December 31, 1999 and 1998 was $2.8 billion and $4.8 billion, respectively.

    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, 1999 and 1998 was $3.5 billion and $3.2 billion,
respectively.

    PORTFOLIO HEDGING -- The Company periodically compares the duration and
convexity of its portfolios of assets to their corresponding liabilities and
enters into portfolio hedges to reduce 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, 1999 and 1998 was $1.0
billion and $1.5 billion, respectively.

LIFE INSURANCE LIABILITY CHARACTERISTICS

    Hartford Life Insurance Company's insurance liabilities, other than
non-guaranteed separate accounts, are primarily related to accumulation vehicles
such as fixed or variable annuities and investment contracts and other insurance
products such as long-term disability and term life insurance.

ASSET ACCUMULATION VEHICLES

    While interest rate risk associated with these insurance products has been
reduced through the use of market value adjustment features and surrender
charges, the primary risk associated with these products is that the spread
between investment return and credited rate may not be sufficient to earn
targeted returns.

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

    INDEXED -- 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 -- 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.

                                       27
<PAGE>
OTHER INSURANCE PRODUCTS

    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 will 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 five to ten 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.

    Management of the duration of investments with respective policyholder
obligations is an explicit objective of the Company's management strategy. The
estimated cash flows of insurance policy liabilities based upon internal
actuarial assumptions as of December 31, 1999 are reflected in the table below
by expected maturity year. Comparative totals are included for December 31,
1998.

    (DOLLARS IN BILLIONS)

<TABLE>
<CAPTION>
                                                                                                                1999       1998
DESCRIPTION (1)                             2000       2001       2002       2003       2004     THEREAFTER    TOTAL      TOTAL
- ---------------                           --------   --------   --------   --------   --------   ----------   --------   --------
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>          <C>        <C>
Fixed rate asset accumulation
  vehicles..............................    $1.9       $1.4       $0.7       $1.3       $2.2        $2.1       $ 9.6      $10.8
  Weighted average credited rate........     6.6%       6.8%       6.3%       5.5%       6.9%        6.8%        6.6%       6.6%
Indexed asset accumulation vehicles.....    $0.4       $0.1       $  -       $  -       $  -        $  -       $ 0.5      $ 0.3
  Weighted average credited rate........     6.2%       6.2%         -          -          -           -         6.2%       5.1%
Interest credited asset accumulation
  vehicles..............................    $4.7       $0.6       $0.5       $0.3       $0.3        $3.7       $10.1      $10.7
  Weighted average credited rate........     5.9%       5.5%       5.5%       5.6%       5.6%        5.6%        5.7%       5.7%
Long-term pay out liabilities...........    $0.3       $0.3       $0.3       $0.2       $0.2        $1.9       $ 3.2      $ 2.9
Short-term pay out liabilities..........    $0.2       $  -       $  -       $  -       $  -        $  -       $ 0.2      $ 0.2
</TABLE>

(1) AS OF DECEMBER 31, 1999 AND 1998, THE FAIR VALUE OF THE COMPANY'S INVESTMENT
    CONTRACTS INCLUDING GUARANTEED SEPARATE ACCOUNTS WAS $20.4 BILLION AND $21.4
    BILLION, RESPECTIVELY.

CAPITAL RESOURCES AND LIQUIDITY

RATINGS

    The following table summarizes the Company's financial ratings from the
major independent rating organizations as of February 29, 2000:

<TABLE>
<CAPTION>
                                                                          DUFF &               STANDARD &
INSURANCE RATINGS                                            A.M. BEST    PHELPS    MOODY'S      POOR'S
- -----------------                                            ---------   --------   --------   -----------
<S>                                                          <C>         <C>        <C>        <C>
Hartford Life Insurance Company............................     A+         AA+        Aa3           AA
Hartford Life and Annuity..................................     A+         AA+        Aa3           AA
</TABLE>

    Ratings are an important factor in establishing the competitive position of
an insurance company such as Hartford Life Insurance Company. There can be no
assurance that the Company's ratings will continue for any given period of time
or that they will not be changed. In the event that the Company's ratings are
downgraded, the level of sales or the persistency of the Company's block of in
force business may be adversely impacted.

RISK-BASED CAPITAL

    The National Association of Insurance Commissioners (NAIC) has regulations
establishing minimum capitalization requirements based on Risk-Based Capital
(RBC) formulas for life insurance companies. The requirements consist of
formulas which identify companies that are undercapitalized and require specific

                                       28
<PAGE>
regulatory actions. The RBC formula for life insurance companies establishes
capital requirements relating to insurance, business, asset and interest rate
risks. The RBC ratios for each of the life insurance subsidiaries are in excess
of 200% as of December 31, 1999, which are greater than the minimum threshold.

CASH FLOW

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
Cash provided by operating activities.......................  $   325    $   371
Cash provided by investing activities.......................    2,423        601
Cash used for financing activities..........................   (2,710)    (1,009)
Cash - end of year..........................................       55         17
</TABLE>

    In 1999, the decrease in cash provided by operating activities was primarily
the result of timing in the settlement of receivables and payables. The increase
in cash provided by investing activities and the decrease in cash used for
financing activities primarily related to the significant downsizing of the
leveraged COLI block of business, as well as the decrease in the Company's
guaranteed investment contract (GIC) business.

    Operating cash flows in the periods presented have been more than adequate
to meet liquidity requirements.

MBL RECAPTURE

    On November 10, 1998, the Company recaptured an in force block of COLI
business (referred to as "MBL Recapture") previously ceded to MBL Life Assurance
Co. of New Jersey (MBL Life). The transaction was consummated through the
assignment of a reinsurance arrangement between Hartford Life and MBL Life to a
Hartford Life subsidiary. Hartford Life originally assumed the life insurance
block in 1992 from Mutual Benefit Life, which was placed in court-supervised
rehabilitation in 1991, and reinsured a portion of those policies back to MBL
Life. MBL Life, previously a Mutual Benefit Life subsidiary, operated under the
Rehabilitation Plan for Mutual Benefit Life. The MBL Recapture has been recorded
retroactive to January 1, 1998 with respect to results of operations. The
transaction resulted in a decrease in reinsurance recoverables of $4.8 billion
with an offset primarily in policy loans and other investments.

REGULATORY MATTERS AND CONTINGENCIES

LEGISLATIVE AND REGULATORY INITIATIVES

    The business of insurance is primarily regulated by the states and is also
affected by a range of legislative developments at the state and federal levels.
Passage in November 1999 of the Gramm-Leach-Bliley Act (the Financial Services
Modernization Act), which permits affiliations among banks, insurance companies
and securities firms, may have competitive, operational and other implications
for the Company. In particular, the measure includes privacy protections
requiring all financial services providers to disclose their privacy policies
and restrict the sharing of personal information for marketing purposes. Various
states are considering even more restrictive privacy measures that could
potentially affect the Company's operations. Medical records are also subject to
new privacy safeguards under guidelines proposed by the U.S. Department of
Health and Human Services. These and similar measures proposed at the state
level could affect the Company's ability to manage medical claims.

    Enactment of Gramm-Leach-Bliley at the federal level has focused renewed
attention on state regulation of insurance. Elements of the insurance industry
are involved in a countrywide initiative to streamline regulatory procedures.
Such measures could result in reduced transaction costs and improved speed to
market.

    Current and proposed federal measures which may significantly affect the
life insurance business include tax law changes affecting the tax treatment of
life insurance products and its impact on the relative desirability of various
personal investment vehicles, medical testing for insurability, and proposed
legislation to prohibit the use of gender in determining insurance and pension
rates and benefits. In particular, President Clinton's 2001 federal budget
proposal currently contains certain recommendations for modifying tax rules
related to the treatment of COLI by contractholders which, if enacted as
described, could have a material adverse impact on the Company's sales of these
products. The budget proposal also includes provisions which would result in a
significant increase in the "DAC tax" on certain of the Company's products and
would apply a tax to the Company's policyholder surplus account. (For further
discussion on policyholder surplus accounts and related tax treatment as of
December 31, 1999, see Note 10 of Notes to Consolidated Financial Statements.)
It

                                       29
<PAGE>
is too early to determine whether these tax proposals will ultimately be enacted
by Congress. Therefore, the potential impact to the Company's financial
condition or results of operations cannot be reasonably estimated at this time.

INSOLVENCY FUND

    See Note 12 (b) of Notes to Consolidated Financial Statements.

NAIC PROPOSALS

    The NAIC has been developing several model laws and regulations, including a
Model Investment Law and amendments to the Model Holding Company System
Regulatory Act (the "Holding Act Amendments"). The Model Investment Law defines
the investments which are permissible for life insurers to hold, and the Holding
Act Amendments address the types of activities in which subsidiaries and
affiliates may engage. The NAIC adopted these models in 1997 and 1996, but the
laws have not been enacted for insurance companies domiciled in the State of
Connecticut, such as Hartford Life Insurance Company. Even if enacted in
Connecticut or other states in which Hartford Life Insurance Company's insurance
subsidiaries are domiciled, it is expected that these laws will neither
significantly change Hartford Life Insurance Company's investment strategies nor
have any material adverse effect on Hartford Life Insurance Company's liquidity
or financial position.

    The NAIC adopted the Codification of Statutory Accounting Principles (SAP)
in March 1998. The proposed effective date for the statutory accounting guidance
is January 1, 2001. It is expected that each of Hartford Life Insurance
Company's domiciliary states will adopt the SAP and the Company will make the
necessary changes required for implementation. The Company has not yet
determined the impact that the SAP will have on the statutory financial
statements of the insurance subsidiaries of Hartford Life Insurance Company.

DEPENDENCE ON CERTAIN THIRD PARTY RELATIONSHIPS

    Hartford Life Insurance Company distributes its annuity and life insurance
products through a variety of distribution channels, including broker-dealers,
banks, wholesalers, its own internal sales force and other third party marketing
organizations. The Company periodically negotiates provisions and renewals of
these relationships and there can be no assurance that such terms will remain
acceptable to the Company or such service providers. An interruption in the
Company's continuing relationship with certain of these third parties could
materially affect the Company's ability to market its products. During the first
quarter of 1999, the Company modified its contract with Putnam Mutual Funds
Corp. (Putnam) to eliminate the exclusivity provision, which will allow both
parties to pursue new market opportunities. Putnam is contractually obligated to
support and service the related annuity in force block of business and to
market, support and service new business. However, there can be no assurance
that this contract modification will not adversely impact the Company's ability
to distribute Putnam-related products.

YEAR 2000
IN GENERAL

    The Year 2000 issue relates to the ability or inability of computer
hardware, software and other information technology (IT) systems, as well as
non-IT systems, such as equipment and machinery with imbedded chips and
microprocessors, to properly process information and data containing or related
to dates beginning with the Year 2000 and beyond. The Year 2000 issue exists
because, historically, many IT and non-IT systems that are in use today were
developed years ago when a year was identified using a two-digit date field
rather than a four-digit date field. As information and data containing or
related to the century date are introduced to date sensitive systems, these
systems may recognize the Year 2000 as "1900," or not at all, which may result
in systems processing information incorrectly. This, in turn, may significantly
and adversely affect the integrity and reliability of information databases of
IT systems, may cause the malfunctioning of certain non-IT systems, and may
result in a wide variety of adverse consequences to a company. In addition, Year
2000 problems that occur with third parties with which a company does business,
such as suppliers, computer vendors, distributors and others, may also adversely
affect any given company.

    The integrity and reliability of Hartford Life Insurance Company's IT
systems, as well as the reliability of its non-IT systems, are integral aspects
of Hartford Life Insurance Company's business. Hartford Life Insurance

                                       30
<PAGE>
Company issues insurance policies, annuities, mutual funds and other financial
products to individual and business customers, nearly all of which contain date
sensitive payment dates. In addition, various IT systems support communications
and other systems that integrate Hartford Life Insurance Company's various
business segments and field offices, including Hartford Life Insurance Company's
foreign operations. Hartford Life Insurance Company also has business
relationships with numerous third parties that affect virtually all aspects of
Hartford Life Insurance Company's business, including, without limitation,
suppliers, computer hardware and software vendors, insurance agents and brokers,
securities broker-dealers, banks and other distributors and servicers of
financial products, many of which provide date sensitive data to Hartford Life
Insurance Company and whose operations are important to Hartford Life Insurance
Company's business.

INTERNAL AND THIRD PARTY YEAR 2000 EFFORTS

    Beginning in 1990, Hartford Life Insurance Company began working on making
its IT systems Year 2000 ready, either through installing new programs or
replacing systems. These efforts were substantially completed by the end of
1999, including the internal and external integrated testing of such systems. In
addition, Hartford Life Insurance Company's Year 2000 efforts included assessing
the potential impact on Hartford Life Insurance Company of third parties' Year
2000 readiness.

STATUS AND CONTINGENCY PLANS

    As of February 29, 2000, Hartford Life Insurance Company had not experienced
any Year 2000-related business interruptions arising either from its own systems
or those of third parties. However, Hartford Life Insurance Company has
developed certain contingency plans so that if, despite its Year 2000 efforts,
Year 2000 problems ultimately arise, the impact of such problems may be avoided
or minimized. The contingency planning process involved identifying reasonably
likely business disruption scenarios that, if they were to occur, could create
significant problems in the critical functions of each business segment. Each
business segment has developed plans to respond to such problems so that
critical business functions may continue to operate with minimal disruption.
Contingency planning also included assessing the dependency of Hartford Life
Insurance Company's critical business on third parties and their Year 2000
readiness. These plans were reviewed and simulated on an integrated basis, where
appropriate, and will continue to be evaluated. Furthermore, in many contexts,
Year 2000 issues are dynamic, and ongoing assessments of business functions,
vulnerabilities and risks must be made. As such, new contingency plans may be
needed in the future and/or existing plans may need to be modified as
circumstances warrant.

YEAR 2000 COSTS

    The after-tax costs of Hartford Life Insurance Company's Year 2000 efforts
that were incurred prior to January 1, 1998 were not material to Hartford Life
Insurance Company's financial condition or results of operations. For the years
ended December 31, 1999 and 1998, the after-tax costs were approximately $2 and
$3, respectively. These costs were expensed as incurred. Hartford Life Insurance
Company does not expect to incur significant costs in the year 2000 related to
its Year 2000 efforts.

ACCOUNTING STANDARDS

    For a discussion of accounting standards, see Note 2 of Notes to
Consolidated Financial Statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Reference is made to the "Investment Risk Management" discussion of the
Investments section of the Management's Discussion and Analysis of Financial
Condition and Results of Operations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    See Index to Consolidated Financial Statements and Schedules elsewhere
herein.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

    None.

                                       31
<PAGE>
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a) Documents filed as a part of this report:

    1. CONSOLIDATED FINANCIAL STATEMENTS. See Index to Consolidated Financial
Statements and Schedules elsewhere herein.

    2. CONSOLIDATED FINANCIAL STATEMENT SCHEDULES. See Index to Consolidated
Financial Statement and Schedules elsewhere herein.

    3. EXHIBITS. See Exhibit Index elsewhere herein.

(b) Reports on Form 8-K - None.

(c) See Item 14(a)(3).

(d) See Item 14(a)(2).

                                 LEGAL OPINIONS

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

                                    EXPERTS

    The audited financial statements and financial statement schedules included
in this 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 reports. The principal business address of Arthur
Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.

                                       32
<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:

<TABLE>
<S> <C>  <C>  <C>
    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.
</TABLE>

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>
                       INTEREST RATE           ACTIVE LIFE FUND
                        CREDITED TO            ATTRIBUTABLE 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

<TABLE>
<S> <C>
    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.
</TABLE>

                                       33
<PAGE>
 -  Example 2

<TABLE>
<S> <C>
    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.

    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.
</TABLE>

                                       34
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company:

    We have audited the accompanying Consolidated Balance Sheets of Hartford
Life Insurance Company and subsidiaries as of December 31, 1999 and 1998, and
the related Consolidated Statements of Income, Changes in Stockholder's Equity
and Cash Flows for each of the three years in the period ended December 31,
1999. These Consolidated Financial Statements and the schedules referred to
below are the responsibility of Hartford Life Insurance 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 auditing standards generally
accepted in the United States. 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, 1999 and 1998, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.

    Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in the 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 31, 2000

                                       35
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                        FOR THE YEARS ENDED
                                                            DECEMBER 31,
                                                      ------------------------
                                                       1998     1997     1996
                                                      ------   ------   ------
                                                           (IN MILLIONS)
 <S>                                                  <C>      <C>      <C>
 REVENUES
 Premiums and other considerations.................   $2,045   $2,218   $1,637
 Net investment income.............................    1,359    1,759    1,368
 Net realized capital gains (losses)...............       (4)      (2)       4
                                                      ------   ------   ------
     Total revenues................................    3,400    3,975    3,009
                                                      ------   ------   ------
 BENEFITS, CLAIMS AND EXPENSES
 Benefits, claims and claim adjustment expenses....    1,574    1,911    1,379
 Amortization of deferred policy acquisition
  costs............................................      539      431      335
 Dividends to policyholders........................      104      329      240
 Other expenses....................................      631      766      586
                                                      ------   ------   ------
     Total benefits, claims and expenses...........    2,848    3,437    2,540
                                                      ------   ------   ------
 Income before income tax expense..................      552      538      469
 Income tax expense................................      191      188      167
                                                      ------   ------   ------
 Net income........................................   $  361   $  350   $  302
                                                      ======   ======   ======
</TABLE>

                See Notes to Consolidated Financial Statements.

                                       36
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         AS OF DECEMBER 31,
                                                      -------------------------
                                                         1998          1997
                                                      -----------   -----------
                                                      (IN MILLIONS, EXCEPT FOR
                                                             SHARE DATA)
 <S>                                                  <C>           <C>
                       ASSETS
 Investments
 Fixed maturities, available for sale, at fair
  value (amortized cost of $13,923 and $14,505)....    $ 13,499      $ 14,818
 Equity securities, at fair value..................          56            31
 Policy loans, at outstanding balance..............       4,187         6,684
 Other investments.................................         342           264
                                                       --------      --------
     Total investments.............................      18,084        21,797
 Cash..............................................          55            17
 Premiums receivable and agents' balances..........          29            17
 Reinsurance recoverables..........................       1,274         1,257
 Deferred policy acquisition costs.................       4,013         3,754
 Deferred income tax...............................         459           464
 Other assets......................................         654           695
 Separate account assets...........................     110,397        90,262
                                                       --------      --------
     Total assets                                      $134,965      $118,263
                                                       ========      ========

                    LIABILITIES
 Future policy benefits............................    $  4,332      $  3,595
 Other policyholder funds..........................      16,004        19,615
 Other liabilities.................................       1,613         2,094
 Separate account liabilities......................     110,397        90,262
                                                       --------      --------
     Total liabilities.............................     132,346       115,566
                                                       --------      --------

                STOCKHOLDER'S EQUITY
 Common stock -- 1,000 shares authorized, issued
  and
  outstanding, par value $5,690....................           6             6
 Capital surplus...................................       1,045         1,045
 Accumulated other comprehensive income (loss)
 Net unrealized capital gains (losses) on
  securities, net of tax...........................        (255)          184
                                                       --------      --------
 Total accumulated other comprehensive income
  (loss)...........................................        (255)          184
                                                       --------      --------
 Retained earnings.................................       1,823         1,462
                                                       --------      --------
     Total stockholder's equity....................       2,619         2,697
                                                       --------      --------
     Total liabilities and stockholder's equity....    $134,965      $118,263
                                                       ========      ========
</TABLE>

                See Notes to Consolidated Financial Statements.

                                       37
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                                  ACCUMULATED OTHER
                                                                    COMPREHENSIVE
                                                                       INCOME
                                                                  -----------------
                                                                   NET UNREALIZED
                                                                    CAPITAL GAINS
                                                                     (LOSSES) ON                     TOTAL
                                           COMMON     CAPITAL        SECURITIES,      RETAINED   STOCKHOLDER'S
                                           STOCK      SURPLUS        NET OF TAX       EARNINGS      EQUITY
                                           ------  -------------  -----------------  ----------  -------------
                                                                    (IN MILLIONS)
 <S>                                       <C>     <C>            <C>                <C>         <C>
 1999
 Balance, December 31, 1998..............   $ 6       $1,045            $ 184          $1,462       $2,697
 Comprehensive income
   Net income............................    --           --               --             361          361
 Other comprehensive income (loss), net
  of tax (1):
   Changes in net unrealized capital
    gains (losses) on securities (2).....    --           --             (439)             --         (439)
 Total other comprehensive income
  (loss).................................                                                             (439)
 Total comprehensive income (loss).......                                                              (78)
                                            ---       ------            -----          ------       ------
     Balance, December 31, 1999..........   $ 6       $1,045            $(255)         $1,823       $2,619
                                            ---       ------            -----          ------       ------
 1998
 Balance, December 31, 1997..............   $ 6       $1,045            $ 179          $1,113       $2,343
 Comprehensive income
   Net income............................    --           --               --             350          350
 Other comprehensive income, net of tax
  (1):
   Changes in net unrealized capital
    gains on securities (2)..............    --           --                5              --            5
 Total other comprehensive income........                                                                5
 Total comprehensive income..............                                                              355
 Dividends...............................                                                  (1)          (1)
                                            ---       ------            -----          ------       ------
     Balance, December 31, 1998..........   $ 6       $1,045            $ 184          $1,462       $2,697
                                            ---       ------            -----          ------       ------
 1997
 Balance, December 31, 1996..............   $ 6       $1,045            $  30          $  811       $1,892
 Comprehensive income
   Net income............................    --           --               --             302          302
 Other comprehensive income, net of tax
  (1):
     Changes in net unrealized capital
      gains on securities (2)............    --           --              149              --          149
 Total other comprehensive income........                                                              149
     Total comprehensive income..........                                                              451
                                            ---       ------            -----          ------       ------
     Balance, December 31, 1997..........   $ 6       $1,045            $ 179          $1,113       $2,343
                                            ===       ======            =====          ======       ======
</TABLE>

- ---------

(1) Net unrealized capital gain (loss) on securities is reflected net of tax of
    $(236), $3 and $80, for the years ended December 31, 1999, 1998 and 1997,
    respectively.

(2) Net of reclassification adjustment for after-tax gains (losses) realized in
    net income of $(2), $(1) and $2 for the years ended December 31, 1999, 1998
    and 1997, respectively.

                See Notes to Consolidated Financial Statements.

                                       38
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                             FOR THE YEARS ENDED
                                                DECEMBER 31,
                                          -------------------------
                                           1999     1998     1997
                                          -------  -------  -------
                                                (IN MILLIONS)
<S>                                       <C>      <C>      <C>
Operating Activities
  Net income............................  $   361  $   350  $   302
  Adjustments to reconcile net income to
   net cash provided by operating
   activities
  Depreciation and amortization.........      (18)     (23)       8
  Net realized capital losses (gains)...        4        2       (4)
  Loss due to commutation of
   reinsurance..........................       16       --       --
  (Increase) decrease in premiums
   receivable and agents' balances......      (18)       1      119
  (Decrease) increase in other
   liabilities..........................     (263)     (79)     223
  Change in receivables, payables, and
   accruals.............................      125       83      107
  (Decrease) increase in accrued
   taxes................................     (163)      60      126
  Decrease (increase) in deferred income
   tax..................................      241     (118)      40
  Increase in deferred policy
   acquisition costs....................     (358)    (439)    (555)
  Increase in future policy benefits....      797      536      585
  Increase in reinsurance
   recoverables.........................     (318)    (101)     (31)
  Other, net............................      (81)      99       52
                                          -------  -------  -------
    Net cash provided by operating
     activities.........................      325      371      972
                                          -------  -------  -------
Investing Activities
  Purchases of investments..............   (5,753)  (6,061)  (6,869)
  Sales of investments..................    6,383    4,901    4,256
  Maturity of investments...............    1,818    1,761    2,329
  Purchases of affiliates and other.....      (25)      --       --
                                          -------  -------  -------
    Net cash provided by (used for)
     investing activities...............    2,423      601     (284)
                                          -------  -------  -------
Financing Activities
  Net disbursements for investment and
   universal life-type contracts charged
   against policyholder accounts........   (2,710)  (1,009)    (677)
                                          -------  -------  -------
    Net cash used for financing
     activities.........................   (2,710)  (1,009)    (677)
                                          -------  -------  -------
  Net increase (decrease) in cash.......       38      (37)      11
  Cash -- beginning of year.............       17       54       43
                                          -------  -------  -------
  Cash -- end of year...................  $    55  $    17  $    54
                                          -------  -------  -------
Supplemental Disclosure of Cash Flow
 Information:
  Net Cash Paid During the Year for:
  Income taxes..........................  $   111  $   263  $     9
Noncash Investing Activities:
  In 1999, the Company's parent, Hartford Life and Accident
   Insurance Company, recaptured an in force block of individual
   life insurance previously ceded to the Company. This commutation
   resulted in a reduction in the Company's assets of $666,
   consisting of $556 of invested assets, $99 of deferred policy
   acquisition costs and $11 of other assets. Liabilities decreased
   $650, consisting of $543 of other policyholder funds, $60 of
   future policy benefits and $47 of other liabilities. As a
   result, the Company recognized an after-tax loss relating to
   this transaction of $16.

  In 1998, due to the recapture of an in force block of business
   previously ceded to MBL Life Assurance Co. of New Jersey,
   reinsurance recoverables of $4,753 were exchanged for the fair
   value of assets comprised of $4,310 in policy loans and $443 in
   other net assets.
</TABLE>

                See Notes to Consolidated Financial Statements.

                                       39
<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 ("Hartford Life Insurance Company" or
the "Company"), Hartford Life and Annuity Insurance Company (HLAI) and 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). In November 1998,
Hartford Life Insurance Company transferred in the form of a dividend, Hartford
Financial Services, LLC and its subsidiaries to HLA.

    Pursuant to an initial public offering (the "IPO") on May 22, 1997, Hartford
Life sold 26 million shares of Class A Common Stock 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 outstanding promissory notes and
line of credit with the remaining $160 contributed by Hartford Life to its
insurance subsidiaries to support growth in its core businesses. Hartford Life
became a publicly traded company upon the sale of 26 million shares representing
approximately 18.6% of the equity ownership in Hartford Life.

    Along with its parent, HLA, the Company is a leading financial services and
insurance company which provides (a) investment products such as individual
variable annuities and fixed market value adjusted annuities, mutual funds and
retirement plan services for savings and retirement needs; (b) life insurance
for income protection and estate planning; (c) employee benefits products such
as group life and disability insurance that is directly written by the Company
and is substantially ceded to its parent, HLA, and (d) corporate owned life
insurance.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  (A) BASIS OF PRESENTATION

    These Consolidated Financial Statements are prepared on the basis of
accounting principles generally accepted in the United States, which differ
materially from the statutory accounting practices prescribed by various
insurance regulatory authorities. All material intercompany transactions and
balances between Hartford Life Insurance Company and its subsidiaries have been
eliminated.

    The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, 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) ADOPTION OF NEW ACCOUNTING STANDARDS

    Effective January 1, 1999, Hartford Life Insurance Company adopted Statement
of Position (SOP) No. 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use". This SOP provides guidance on
accounting for the costs of internal use software and in determining whether the
software is for internal use. The SOP defines internal use software as software
that is acquired, internally developed, or modified solely to meet internal
needs and identifies stages of software development and accounting for the
related costs incurred during the stages. Adoption of this SOP did not have a
material impact on the Company's financial condition or results of operations.

    Effective January 1, 1999, Hartford Life Insurance Company adopted SOP
No. 97-3, "Accounting by Insurance and Other Enterprises for Insurance-Related
Assessments". This SOP addresses accounting by

                                       40
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
insurance and other enterprises for assessments related to insurance activities,
including recognition, measurement and disclosure of guaranty fund or other
assessments. Adoption of this SOP did not have a material impact 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) FUTURE ADOPTION OF NEW ACCOUNTING STANDARDS

    In June 1999, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133". This statement amends SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", to defer its effective date for
one year, to fiscal years beginning after June 15, 2000. Initial application for
Hartford Life Insurance Company will begin January 1, 2001. SFAS No. 133
establishes accounting and reporting guidance for derivative instruments,
including certain derivative instruments embedded in other contracts. The
standard requires, among other things, that all derivatives be carried on the
balance sheet at fair value. The standard also specifies hedge accounting
criteria under which a derivative can qualify for special accounting. In order
to receive special accounting, the derivative instrument must qualify as either
a hedge of the fair value or the variability of the cash flow of a qualified
asset or liability. Special accounting for qualifying hedges provides for
matching the timing of gain or loss recognition on the hedging instrument with
the recognition of the corresponding changes in value of the hedged item. The
Company has reviewed its derivative holdings and is in the process of
quantifying the impact of SFAS No. 133. The Company is also assessing what
actions, if any, need to be taken to minimize potential volatility, while at the
same time maintaining the economic protection needed to support the goals of its
business.

    In October 1998, the American Institute of Certified Public Accountants
(AICPA) issued SOP No. 98-7, "Accounting for Insurance and Reinsurance Contracts
That Do Not Transfer Insurance Risk". This SOP provides guidance on the method
of accounting for insurance and reinsurance contracts that do not transfer
insurance risk, defined in the SOP as the deposit method. This SOP is effective
for financial statements for fiscal years beginning after June 15, 1999 and is
not expected to have a material impact on the Company's financial condition or
results of operations.

  (D) REVENUE RECOGNITION

    Revenues for investment products and universal life-type policies consist of
policy charges for policy administration, cost of insurance 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 ratably over the policy period.

  (E) DIVIDENDS TO POLICYHOLDERS

    Certain life insurance policies contain dividend payment provisions that
enable the policyholder to participate in the earnings on that participating
block of business of the life insurance subsidiaries of the Company. The
participating insurance in force accounted for 34%, 35% and 33% in 1999, 1998
and 1997, respectively, of total insurance in force.

  (F) INVESTMENTS

    Hartford Life Insurance Company's investments in both fixed maturities,
which include bonds, redeemable preferred stock and commercial paper, and equity
securities, which include common and non-redeemable preferred stocks, are
classified as "available for sale" in accordance with SFAS No. 115, "Accounting
for Certain Investments in Debt and Equity Securities". Accordingly, these
securities are carried at fair value with the after-tax difference from cost
reflected in stockholder's equity as a component of accumulated other
comprehensive income. Policy loans are carried at outstanding balance which
approximates fair value. Other invested assets consist primarily of partnership
investments, which are accounted for by the equity method, and mortgage loans,
whereby the carrying value approximates fair value. 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

                                       41
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
contracts the realized gains and losses will be credited to policyholders in
future years as they are entitled to receive them. Net realized capital gains
and losses, excluding those related to immediate participation guaranteed
contracts, 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 additional impairment, if necessary.

  (G) DERIVATIVE INSTRUMENTS

    HEDGE ACCOUNTING -- Hartford Life Insurance 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. Hartford Life Insurance Company does not hold
or issue derivative instruments for trading purposes. Hartford Life Insurance
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 No. 86-2,
"Accounting for Options" and various Emerging Issues Task Force 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. For a discussion of
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities",
issued in June 1998, see (c) Future Adoption of New Accounting Standards.

    Derivative instruments must be designated at inception as a hedge and
measured for effectiveness both at inception and on an ongoing basis. Hartford
Life Insurance Company's correlation threshold for hedge designation is 80% to
120%. If correlation, which is assessed monthly or quarterly and measured based
on a rolling three month average, falls outside the 80% to 120% range, 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 they are 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.

    FUTURES -- 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.

    FORWARD COMMITMENTS -- 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 are recognized immediately in the Consolidated
Statements of Income as a component of net investment income.

                                       42
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    OPTIONS -- 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 -- 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 earnings. 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.

    INTEREST RATE CAPS AND FLOORS -- Premiums paid on purchased cap or floor
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 AND CURRENCY SWAPS CONTRACTS -- 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
adjustment 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

    Hartford Life Insurance Company maintains separate account assets and
liabilities which are reported at fair value. Separate account assets are
segregated from other investments. Separate accounts reflect two categories of
risk assumption: non-guaranteed separate accounts, wherein the policyholder
assumes substantially all the investment risk and rewards, and guaranteed
separate accounts, 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 other
expenses associated with acquiring business, are deferred and amortized over the
estimated lives of the contracts, usually 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
charges, 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
re-estimated and adjusted by a cumulative charge or credit to income.

    Acquisition costs and their related deferral are included in the Company's
other expenses as follows:

<TABLE>
<CAPTION>
                                                                     1999         1998        1997
                                                                     -----       ------       -----
<S>                                                                  <C>         <C>          <C>
Commissions.................................................         $ 887       $1,069       $ 976
Deferred acquisition costs..................................          (898)        (891)       (862)
Other.......................................................           642          588         472
                                                                     -----       ------       -----
    Total other expenses....................................         $ 631       $  766       $ 586
                                                                     =====       ======       =====
</TABLE>

                                       43
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  (J) FUTURE POLICY BENEFITS

    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.

  (K) OTHER POLICYHOLDER FUNDS

    Other policyholder funds include reserves for investment contracts without
life contingencies, corporate owned life insurance and universal life insurance
contracts. These reserves are based on account values, which represent the
balance that accrues to the benefit of policyholders.

3. INVESTMENTS AND DERIVATIVE INSTRUMENTS

  (A) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED
                                                                       DECEMBER 31,
                                                              ------------------------------
                                                                1999       1998       1997
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Interest income from fixed maturities.......................   $  934     $  952     $  932
Interest income from policy loans...........................      391        789        425
Income from other investments...............................       48         32         26
                                                               ------     ------     ------
Gross investment income.....................................    1,373      1,773      1,383
Less: Investment expenses...................................       14         14         15
                                                               ------     ------     ------
Net investment income.......................................   $1,359     $1,759     $1,368
                                                               ======     ======     ======
</TABLE>

  (B) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED
                                                                       DECEMBER 31,
                                                              ------------------------------
                                                                1999       1998       1997
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Fixed maturities............................................    $(7)       $(28)      $ (7)
Equity securities...........................................      2          21         12
Real estate and other.......................................      1           5         (1)
                                                                ---        ----       ----
Net realized capital gains (losses).........................    $(4)       $ (2)      $  4
                                                                ===        ====       ====
</TABLE>

  (C) NET UNREALIZED CAPITAL GAINS (LOSSES) ON EQUITY SECURITIES

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED
                                                                       DECEMBER 31,
                                                              ------------------------------
                                                                1999       1998       1997
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Gross unrealized capital gains..............................    $ 9        $ 2        $14
Gross unrealized capital losses.............................     (2)        (1)        --
                                                                ---        ---        ---
Net unrealized capital gains................................      7          1         14
Deferred income tax expense.................................      2         --          5
                                                                ---        ---        ---
Net unrealized capital gains, net of tax....................      5          1          9
Balance -- beginning of year................................      1          9          8
                                                                ---        ---        ---
Net change in unrealized capital gains (losses) on equity
 securities.................................................    $ 4        $(8)       $ 1
                                                                ===        ===        ===
</TABLE>

                                       44
<PAGE>
3. INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)
  (D) NET UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED MATURITIES

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED
                                                                       DECEMBER 31,
                                                              ------------------------------
                                                                1999       1998       1997
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Gross unrealized capital gains..............................   $  48      $ 421      $ 371
Gross unrealized capital losses.............................    (472)      (108)       (80)
Unrealized capital (gains) losses credited to
 policyholders..............................................      24        (32)       (30)
                                                               -----      -----      -----
Net unrealized capital gains (losses).......................    (400)       281        261
Deferred income tax expense (benefit).......................    (140)        98         91
                                                               -----      -----      -----
Net unrealized capital gains (losses), net of tax...........    (260)       183        170
Balance -- beginning of year................................     183        170         22
                                                               -----      -----      -----
Net change in unrealized capital gains (losses) on fixed
 maturities.................................................   $(443)     $  13      $ 148
                                                               =====      =====      =====
</TABLE>

  (E) FIXED MATURITY INVESTMENTS

<TABLE>
<CAPTION>
                                                                              AS OF DECEMBER 31, 1999
                                                                   ---------------------------------------------
                                                                                GROSS       GROSS
                                                                   AMORTIZED  UNREALIZED  UNREALIZED
                                                                     COST       GAINS       LOSSES    FAIR VALUE
                                                                   ---------  ----------  ----------  ----------
<S>                                                                <C>        <C>         <C>         <C>
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored)......................................   $   180      $ 5        $  (3)     $   182
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored) -- asset backed......................     1,094        5          (35)       1,064
States, municipalities and political subdivisions................       155        2           (1)         156
Foreign governments..............................................       289        6          (14)         281
Public utilities.................................................       865        7          (39)         833
All other corporate, including international.....................     5,646       18         (244)       5,420
All other corporate -- asset backed..............................     4,103        5         (123)       3,985
Short-term investments...........................................     1,156       --           --        1,156
Certificates of deposit..........................................       434       --          (12)         422
Redeemable preferred stock.......................................         1       --           (1)          --
                                                                    -------      ---        -----      -------
    Total fixed maturities.......................................   $13,923      $48        $(472)     $13,499
                                                                    =======      ===        =====      =======
</TABLE>

                                       45
<PAGE>
3. INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                              AS OF DECEMBER 31, 1998
                                                                   ---------------------------------------------
                                                                                GROSS       GROSS
                                                                   AMORTIZED  UNREALIZED  UNREALIZED
                                                                     COST       GAINS       LOSSES    FAIR VALUE
                                                                   ---------  ----------  ----------  ----------
<S>                                                                <C>        <C>         <C>         <C>
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored)......................................   $   121      $  2       $  --      $   123
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored) -- asset backed......................     1,001        23          (8)       1,016
States, municipalities and political subdivisions................       165         8          --          173
Foreign governments..............................................       393        26          (7)         412
Public utilities.................................................       844        33          (3)         874
All other corporate, including international.....................     5,469       260         (42)       5,687
All other corporate -- asset backed..............................     4,155        58         (42)       4,171
Short-term investments...........................................     1,847        --          --        1,847
Certificates of deposit..........................................       510        11          (6)         515
                                                                    -------      ----       -----      -------
    Total fixed maturities.......................................   $14,505      $421       $(108)     $14,818
                                                                    =======      ====       =====      =======
</TABLE>

    The amortized cost and estimated fair value of fixed maturity investments as
of December 31, 1999 by estimated maturity year are shown below. Expected
maturities differ from contractual maturities due to call or prepayment
provisions. Asset backed securities, including mortgage backed securities and
collateralized mortgage obligations, are distributed to maturity year based on
the Company's estimates of the rate of future prepayments of principal over the
remaining 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............................................   $ 2,454      $ 2,440
Over one year through five years............................     4,874        4,787
Over five years through ten years...........................     3,072        2,940
Over ten years..............................................     3,523        3,332
                                                               -------      -------
    Total...................................................   $13,923      $13,499
                                                               =======      =======
</TABLE>

  (F) SALES OF FIXED MATURITY AND EQUITY SECURITY INVESTMENTS

    Sales of fixed maturities, excluding short-term fixed maturities, for the
years ended December 31, 1999, 1998 and 1997 resulted in proceeds of $3.4
billion, $3.2 billion and $4.2 billion, gross realized capital gains of $153,
$103 and $169, gross realized capital losses (including writedowns) of $160,
$131 and $176, respectively. Sales of equity security investments for the years
ended December 31, 1999, 1998 and 1997 resulted in proceeds of $7, $35 and $132
and gross realized capital gains of $2, $21 and $12, respectively, and no gross
realized capital losses for all periods.

  (G) CONCENTRATION OF CREDIT RISK

    The Company is not exposed to any significant concentration of credit risk
in fixed maturities of a single issuer greater than 10% of stockholder's equity.

  (H) DERIVATIVE INSTRUMENTS

    Hartford Life Insurance 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

                                       46
<PAGE>
3. INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)
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. 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 $5.5
billion and $6.2 billion ($3.9 billion and $3.9 billion related to the Company's
investments, $1.6 billion and $2.3 billion on the Company's liabilities) as of
December 31, 1999 and 1998, respectively.

    The tables below provide a summary of derivative instruments held by
Hartford Life Insurance Company as of December 31, 1999 and 1998, segregated by
major investment and liability category:

<TABLE>
<CAPTION>
                                                       1999 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                     ----------------------------------------------------------------------------
                                      TOTAL    ISSUED   PURCHASED                INTEREST    FOREIGN      TOTAL
                                     CARRYING  CAPS &    CAPS &                    RATE      CURRENCY   NOTIONAL
           ASSETS HEDGED              VALUE    FLOORS    FLOORS    FUTURES (1)     SWAPS    SWAPS (2)    AMOUNT
- -----------------------------------  --------  -------  ---------  ------------  ---------  ----------  ---------
<S>                                  <C>       <C>      <C>        <C>           <C>        <C>         <C>
Asset backed securities (excluding
 anticipatory).....................  $ 5,049   $   --    $   --       $   --      $  911        $--      $  911
Anticipatory (3)...................       --       --        --            5         112         --         117
Other bonds and notes..............    7,294      494       611           --       1,676         80       2,861
Short-term investments.............    1,156       --        --           --          --         --          --
                                     -------   ------    ------       ------      ------        ---      ------
    Total fixed maturities.........   13,499      494       611            5       2,699         80       3,889
Equity securities, policy loans and
 other investments.................    4,585       --        --           --          --         --          --
                                     -------   ------    ------       ------      ------        ---      ------
    Total investments..............  $18,084      494       611            5       2,699         80       3,889
    Other policyholder funds.......  $16,004       --     1,150           --         430         --       1,580
                                     -------   ------    ------       ------      ------        ---      ------
    Total derivative instruments --
     notional value................            $  494    $1,761       $    5      $3,129        $80      $5,469
                                     -------   ------    ------       ------      ------        ---      ------
    Total derivative instruments --
     fair value....................            $  (22)   $    8       $   --      $  (30)       $ 2      $  (42)
                                     =======   ======    ======       ======      ======        ===      ======
</TABLE>

                                       47
<PAGE>
3. INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                       1998 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                     ----------------------------------------------------------------------------
                                      TOTAL    ISSUED    PURCHASED                 INTEREST   FOREIGN     TOTAL
                                     CARRYING  CAPS &     CAPS &                     RATE     CURRENCY   NOTIONAL
           ASSETS HEDGED              VALUE    FLOORS     FLOORS     FUTURES (1)    SWAPS    SWAPS (2)    AMOUNT
- -----------------------------------  --------  -------  -----------  ------------  --------  ----------  --------
<S>                                  <C>       <C>      <C>          <C>           <C>       <C>         <C>
Asset backed securities
 (excluding anticipatory)..........  $ 5,187   $   44     $  243          $ 3       $  885       $--      $1,175
Anticipatory (3)...................       --       --         --           --          235        --         235
Other bonds and notes..............    7,683      461        597           18        1,300        90       2,466
Short-term investments.............    1,948       --         --           --           --        --          --
                                     -------   ------     ------          ---       ------       ---      ------
    Total fixed maturities.........   14,818      505        840           21        2,420        90       3,876
Equity securities, policy loans and
 other investments.................    6,979       --         --           --           --        --          --
                                     -------   ------     ------          ---       ------       ---      ------
    Total investments..............  $21,797      505        840           21        2,420        90       3,876
    Other policyholder funds.......  $19,615       --      1,150           --        1,195        --       2,345
                                     -------   ------     ------          ---       ------       ---      ------
    Total derivative instruments --
     notional value................            $  505     $1,990          $21       $3,615       $90      $6,221
                                     -------   ------     ------          ---       ------       ---      ------
    Total derivative instruments --
     fair value....................            $   (6)    $   19          $--       $   27       $(7)     $   33
                                     =======   ======     ======          ===       ======       ===      ======
</TABLE>

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

(1) As of December 31, 1999 and 1998, approximately 100% and 5%, respectively,
    of the notional futures contracts expire within one year.

(2) As of December 31, 1999 and 1998, approximately 28% and 11%, respectively,
    of foreign currency swaps expire within one year.

(3) 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. As of December 31, 1999, the Company had $1.4 of net
    deferred losses on interest rate swaps and futures. The Company expects to
    basis adjust the entire loss in 2000. During 1999, $0.2 of new future
    activity was basis adjusted. As of December 31, 1998, the Company had no
    deferred gains for interest rate swaps.

    The following is a reconciliation of notional amounts by derivative type and
strategy as of December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                               DECEMBER 31, 1998                  MATURITIES/      DECEMBER 31, 1999
                                                NOTIONAL AMOUNT    ADDITIONS   TERMINATIONS (1)     NOTIONAL AMOUNT
                                               ------------------  ---------   -----------------   ------------------
<S>                                            <C>                 <C>         <C>                 <C>
BY DERIVATIVE TYPE
Caps.........................................        $1,912          $   --         $  148               $1,764
Floors.......................................           583              --            178                  405
Swaps/Forwards...............................         3,705             991          1,487                3,209
Futures......................................            21             292            308                    5
Options......................................            --              86             --                   86
                                                     ------          ------         ------               ------
    Total....................................        $6,221          $1,369         $2,121               $5,469
                                                     ------          ------         ------               ------
BY STRATEGY
Liability....................................        $2,345          $   17         $  782               $1,580
Anticipatory.................................           235             204            322                  117
Asset........................................         2,398             831            427                2,802
Portfolio....................................         1,243             317            590                  970
                                                     ------          ------         ------               ------
    Total....................................        $6,221          $1,369         $2,121               $5,469
                                                     ======          ======         ======               ======
</TABLE>

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

(1) During 1999, the Company had no significant gains or losses on terminations
    of hedge positions using derivative financial instruments.

                                       48
<PAGE>
4. FAIR VALUE OF FINANCIAL INSTRUMENTS

    SFAS 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. Hartford
Life Insurance Company uses the following methods and assumptions in estimating
the fair value of each class of financial instrument.

    Fair value for fixed maturities and marketable equity securities
approximates those quotations published by applicable stock exchanges or
received from other reliable sources.

    For policy loans, carrying amounts approximate fair value.

    Other invested assets consist primarily of partnership investments, which
are accounted for by the equity method, and mortgage loans, whereby the carrying
value approximates fair value.

    Other policyholder funds fair value information is determined by estimating
future cash flows, discounted at the current market rate.

    The fair value of derivative financial instruments, including swaps, caps,
floors, futures, options and forward commitments, is determined using a pricing
model which is similar to external valuation models.

    The carrying amount and fair values of Hartford Life Insurance Company's
financial instruments as of December 31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                                                               1999               1998
                                                         -----------------  -----------------
                                                         CARRYING   FAIR    CARRYING   FAIR
                                                          AMOUNT    VALUE    AMOUNT    VALUE
                                                         --------  -------  --------  -------
<S>                                                      <C>       <C>      <C>       <C>
ASSETS
  Fixed maturities.....................................  $13,499   $13,499  $14,818   $14,818
  Equity securities....................................       56        56       31        31
  Policy loans.........................................    4,187     4,187    6,684     6,684
  Other investments....................................      342       348      264       309
LIABILITIES
  Other policyholder funds (1).........................   11,734    11,168   11,709    11,726
</TABLE>

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

(1) Excludes corporate owned life insurance and universal life insurance
    contracts.

5. SEPARATE ACCOUNTS

    Hartford Life Insurance Company maintained separate account assets and
liabilities totaling $110.4 billion and $90.3 billion as of December 31, 1999
and 1998, respectively, which are reported at fair value. Separate account
assets, which are segregated from other investments, reflect two categories of
risk assumption: non-guaranteed separate accounts totaling $101.7 billion and
$80.6 billion as of December 31, 1999 and 1998, respectively, wherein the
policyholder assumes substantially all the investment risk, and guaranteed
separate accounts totaling $8.7 and $9.7 billion as of December 31, 1999 and
1998, respectively, wherein Hartford Life Insurance Company contractually
guarantees either a minimum return or account value to the policyholder.
Included in non-guaranteed separate account assets were policy loans totaling
$860 and $1.8 billion as of December 31, 1999 and 1998, 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 and other revenues were $1.1 billion, $908
and $699 in 1999, 1998 and 1997, respectively. The guaranteed separate accounts
include fixed market value adjusted (MVA) individual annuities and modified
guaranteed life insurance. The average credited interest rate on these contracts
was 6.5% and 6.6% as of December 31, 1999 and 1998, respectively. The assets
that support these liabilities were comprised of $8.7 billion and $9.5 billion
in fixed maturities as of December 31, 1999 and 1998, respectively, and $0.2
billion of other invested assets as of December 31, 1998. The portfolios are
segregated from other investments and are managed to minimize liquidity and
interest rate risk. In order to minimize the

                                       49
<PAGE>
5. SEPARATE ACCOUNTS (CONTINUED)
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 $(96) and $40 in carrying value and $2.0
billion and $3.5 billion in notional amounts as of December 31, 1999 and 1998,
respectively.

6. STATUTORY RESULTS

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED
                                                                       DECEMBER 31,
                                                              ------------------------------
                                                                1999       1998       1997
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Statutory net income........................................   $  151     $  211     $  214
                                                               ------     ------     ------
Statutory capital and surplus...............................   $1,905     $1,676     $1,441
                                                               ======     ======     ======
</TABLE>

    A significant percentage of the consolidated statutory surplus is
permanently reinvested or is subject to various state regulatory restrictions
which limit the payment of dividends without prior approval. The total amount of
statutory dividends which may be paid by the insurance subsidiaries of the
Company in 2000, without prior regulatory approval, is estimated to be $190.

    Hartford Life Insurance Company and its domestic insurance subsidiaries
prepare their statutory financial statements in accordance with accounting
practices prescribed by the applicable state of domicile. Prescribed statutory
accounting practices include publications of the National Association of
Insurance Commissioners (NAIC), as well as state laws, regulations and general
administrative rules.

    The NAIC adopted the Codification of Statutory Accounting Principles (SAP)
in March 1998. The proposed effective date for the statutory accounting guidance
is January 1, 2001. It is expected that Hartford Life Insurance Company's
domiciliary state will adopt the SAP and the Company will make the necessary
changes required for implementation. The Company has not yet determined the
impact that the SAP will have on the statutory financial statements of Hartford
Life Insurance Company and its insurance subsidiaries.

7. STOCK COMPENSATION PLANS

    Hartford Life Insurance Company's employees are included in the 1997
Hartford Life, Inc. Incentive Stock Plan (the "Plan"), which was adopted during
the second quarter of 1997. Under the Plan, options granted may be either
non-qualified options or incentive stock options qualifying under Section 422A
of the Internal Revenue Code, stock appreciation rights, performance shares or
restricted stock, or any combination of the foregoing. 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 and Class B Common Stock
and treasury stock as reported in the Annual Report on Hartford Life's Form 10-K
of the Company for the preceding year plus unused portions of such limit from
prior years.

    In addition, no more than 5 million 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 awards. Performance shares
awards of common stock granted under the Plan become payable upon the attainment
of specific performance goals achieved over a three year period.

    All options granted have an exercise price equal to the market price of the
Company's stock on the date of grant and an option's maximum term is ten years.
Certain non-performance 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 non-performance based options
become exercisable over a three year period commencing with the date of grant.

    During the second quarter of 1997, Hartford Life established the Hartford
Life, Inc. 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

                                       50
<PAGE>
7. STOCK COMPENSATION PLANS (CONTINUED)
employees. Hartford Life sold 120,694, 121,943 and 54,316 shares under the ESPP
in 1999, 1998 and 1997, respectively. The weighted average fair value of the
discount under the ESPP was $7.48 per share in 1999, $13.74 per share in 1998
and $9.63 per share in 1997.

8. POSTRETIREMENT BENEFIT AND SAVINGS PLANS

  (A) PENSION PLANS

    Hartford Life Insurance 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 $6 in both 1999 and
1998, and $5 in 1997.

    The Company also provides, through The Hartford, certain health care and
life insurance benefits for eligible retired employees. A substantial portion of
the Company's employees may become eligible for these benefits upon retirement.
The Company's contribution for health care benefits will depend on the retiree's
date of retirement and years of service. In addition, the plan has a defined
dollar cap which limits average Company contributions. The Company has prefunded
a portion of the health care and life insurance obligations through trust funds
where such prefunding can be accomplished on a tax effective basis.
Postretirement health care and life insurance benefits expense, allocated by The
Hartford, was immaterial to the results of operations for 1999, 1998 and 1997.

    The assumed rate in the per capita cost of health care (the health care
trend rate) was 7.1% for 1999, decreasing ratably to 5.0% in the year 2003.
Increasing or decreasing 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 Hartford Life Insurance Company for the above-mentioned
plan was approximately $4 in both 1999 and 1998, and $2 in 1997.

9. REINSURANCE

    Hartford Life Insurance Company cedes insurance to other insurers in order
to limit its maximum losses. Such transfer does not relieve Hartford Life
Insurance Company of its primary liability. Failure of reinsurers to honor their
obligations could result in losses to Hartford Life Insurance Company. Hartford
Life Insurance Company reduces this risk by evaluating the financial condition
of reinsurers, and monitoring for possible concentrations of credit risk.
Hartford Life Insurance Company has no significant reinsurance related
concentrations of credit risk.

    The Company records a receivable for the portion of reinsured benefits paid
and insurance liabilities. Reinsurance recoveries on ceded reinsurance contracts
were $397, $300 and $418 for the years ended December 31, 1999, 1998 and 1997,
respectively. Hartford Life Insurance Company also assumes insurance from other
insurers.

                                       51
<PAGE>
9. REINSURANCE (CONTINUED)
    The effect of reinsurance on premiums and other considerations is summarized
as follows:

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED
                                                                       DECEMBER 31,
                                                              ------------------------------
                                                                1999       1998       1997
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Direct premiums and other considerations....................   $2,660     $2,722     $2,164
Reinsurance assumed.........................................       95        150        159
Reinsurance ceded...........................................     (710)      (654)      (686)
                                                               ------     ------     ------
    Premiums and other considerations.......................   $2,045     $2,218     $1,637
                                                               ======     ======     ======
</TABLE>

    Hartford Life Insurance Company maintains certain reinsurance agreements
with HLA, whereby the Company cedes both group life and group accident and
health risk. Under these treaties, the Company ceded group life premium of $119,
$132 and $80 in 1999, 1998 and 1997, respectively, and accident and health
premium of $430, $379, and $335, respectively, to HLA.

    Pursuant to a reinsurance agreement dating back to 1992, the Company assumed
100% of certain blocks of individual life insurance from HLA. Under this
reinsurance agreement Hartford Life Insurance Company assumed $9, $13 and $18 of
premium from HLA in 1999, 1998 and 1997, respectively. On December 1, 1999, HLA
recaptured this in force block of individual life insurance previously ceded to
the Company. This commutation resulted in a reduction in the Company's assets of
$666, consisting of $556 of invested assets, $99 of deferred policy acquisition
costs and $11 of other assets. Liabilities decreased $650, consisting of $543 of
other policyholder funds, $60 of future policy benefits and $47 of other
liabilities. As a result, the Company recognized an after-tax loss relating to
this transaction of $16.

    In 1998, the Hartford Life recaptured an in force block of Corporate Owned
Life Insurance (COLI) business previously ceded to MBL Assurance Co. of New
Jersey (MBL Life). The transaction was consummated through an assignment of a
reinsurance arrangement between Hartford Life and MBL Life to a Hartford Life
subsidiary. Hartford Life originally assumed the life insurance block in 1992
from Mutual Benefit Life, which was placed in court-supervised rehabilitation in
1991, and reinsured a portion of those policies back to MBL Life. This recapture
was effective January 1, 1998 and resulted in a decrease in ceded premiums and
other considerations of $163 in 1998. Additionally, this transaction resulted in
a decrease in reinsurance recoverables of $4.8 billion, which was exchanged for
the fair value of assets comprised of $4.3 billion in policy loans and $443 in
other net assets.

10. 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 own 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. It is the intention of The
Hartford and its non-life subsidiaries to file a single consolidated federal
income tax return. The life insurance companies will file a separate
consolidated federal income tax return for 1997 and 1998 and intend to file a
separate consolidated federal income tax return for 1999. The Company's
effective tax rate was 35%, 35% and 36% in 1999, 1998 and 1997, respectively.

    Income tax expense (benefit) is as follows:

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED
                                                                       DECEMBER 31,
                                                              ------------------------------
                                                                1999       1998       1997
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Current.....................................................    $(50)      $307       $162
Deferred....................................................     241       (119)         5
                                                                ----       ----       ----
  Income tax expense........................................    $191       $188       $167
                                                                ====       ====       ====
</TABLE>

                                       52
<PAGE>
10. INCOME TAX (CONTINUED)
    A reconciliation of the tax provision at the U.S. federal statutory rate to
the provision (benefit) for income taxes is as follows:

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED
                                                                       DECEMBER 31,
                                                              ------------------------------
                                                                1999       1998       1997
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Tax provision at the U.S. federal statutory rate............    $193       $188       $164
Other.......................................................      (2)        --          3
                                                                ----       ----       ----
  Total.....................................................    $191       $188       $167
                                                                ====       ====       ====
</TABLE>

    Deferred tax assets (liabilities) include the following as of December 31:

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
Tax basis deferred policy acquisition costs.................   $ 720      $ 751
Financial statement deferred policy acquisition costs and
 reserves...................................................      11        103
Employee benefits...........................................      (3)         4
Net unrealized capital losses (gains) on securities.........     138        (98)
Investments and other.......................................    (407)      (296)
                                                               -----      -----
  Total.....................................................   $ 459      $ 464
                                                               =====      =====
</TABLE>

    Hartford Life Insurance Company had a current tax receivable of $56 as of
December 31, 1999 and a current tax payable of $65 as of December 31, 1998.

    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, based on current tax law,
will be taxable in the future only under conditions which management considers
to be remote; therefore, no federal income taxes have been provided on the
balance in this account, which for tax return purposes was $104 as of December
31, 1999.

11. RELATED PARTY TRANSACTIONS

    Transactions of the Company with 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 $47 in both 1999 and 1998 and $39 in 1997.

12. COMMITMENTS AND CONTINGENT LIABILITIES

  (A) LITIGATION

    Hartford Life Insurance Company is involved in pending and threatened
litigation in the normal course of its business in which claims for alleged
economic and punitive damages have been asserted. Some of these cases have been
filed as purported class actions and some cases have been filed in certain
jurisdictions that permit punitive damage awards disproportionate to the actual
damages incurred. Although there can be no assurances, at the present time the
Company does not anticipate that the ultimate liability arising from such
pending or threatened litigation, after consideration of provisions made for
estimated losses and costs of defense, will have a material adverse effect on
the financial condition or operating results of the Company.

                                       53
<PAGE>
12. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)
  (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. Part of the assessments
paid by the Company and its subsidiaries pursuant to these laws may be used as
credits for a portion of the associated premium taxes. The Company paid guaranty
fund assessments of approximately $2, $9 and $15 in 1999, 1998 and 1997,
respectively, of which $1 in 1999 and $4 in both 1998 and 1997 were estimated to
be creditable against premium taxes.

  (C) LEASES

    The rent paid to Hartford Fire for space occupied by the Company was $9 in
1999 and $7 in both 1998 and 1997. Future minimum rental commitments are as
follows:

<TABLE>
<S>                                          <C>
2000......................                   $ 14
2001......................                     14
2002......................                     13
2003......................                     12
2004......................                     12
Thereafter................                     62
                                             ----
  Total...................                   $127
                                             ====
</TABLE>

    The principal executive offices of Hartford Life Insurance Company, together
with its parent, are located in Simsbury, Connecticut. Rental expense is
recognized on a level basis over the term of the primary sublease for the
facility located in Simsbury, Connecticut, which expires on December 31, 2009,
and amounted to approximately $9 in each of the years ended December 31, 1999,
1998 and 1997.

  (D) TAX MATTERS

    Hartford Life's federal income tax returns are routinely audited by the
Internal Revenue Service. Hartford Life's 1996-1997 federal income tax returns
are currently under audit by the Internal Revenue Service. Management believes
that sufficient provision has been made in the financial statements for issues
that may result from tax examinations and other tax related matters for all open
tax years.

13. SEGMENT INFORMATION

    Hartford Life Insurance Company is organized into three reportable operating
segments which include Investment Products, Individual Life and Corporate Owned
Life Insurance (COLI). Investment Products offers individual fixed and variable
annuities, mutual funds, retirement plan services other investment products.
Individual Life sells a variety of life insurance products, including variable
life, universal life, interest sensitive whole life and term life insurance.
COLI primarily offers variable products used by employers to fund non-qualified
benefits or other post-employment benefit obligations as well as leveraged COLI.
The Company includes in "Other" corporate items not directly allocable to any of
its reportable operating segments, as well as certain employee benefit products
including group life and disability insurance that is directly written by the
Company and is substantially ceded to its parent, HLA.

    The accounting policies of the reportable operating segments are the same as
those described in the summary of significant accounting policies in Note 2.
Hartford Life Insurance Company evaluates performance of its segments based on
revenues, net income and the segment's return on allocated capital. The Company
charges direct operating expenses to the appropriate segment and allocates the
majority of indirect expenses to the segments based on an intercompany expense
arrangement. Intersegment revenues are not significant and primarily occur
between corporate and the operating segments. These amounts include interest
income on allocated surplus and the amortization of net realized capital gains
and losses through net

                                       54
<PAGE>
13. SEGMENT INFORMATION (CONTINUED)
investment income utilizing the duration of the segment's investment portfolios.
The Company's revenues are primarily derived from customers within the United
States. The Company's long-lived assets primarily consist of deferred policy
acquisition costs and deferred tax assets from within the United States. The
following tables outlines summarized financial information concerning the
Company's segments.

<TABLE>
<CAPTION>
                                                         INVESTMENT  INDIVIDUAL
1999                                                      PRODUCTS      LIFE       COLI    OTHER    TOTAL
- ----                                                     ----------  ----------  --------  ------  --------
<S>                                                      <C>         <C>         <C>       <C>     <C>
Total revenues.........................................    $ 1,884     $  574    $   830   $  112  $  3,400
Net investment income..................................        699        169        431       60     1,359
Amortization of deferred policy acquisition costs......        411        128         --       --       539
Income tax expense (benefit)...........................        159         37         15      (20)      191
Net income (loss)......................................        300         68         28      (35)      361
Assets.................................................    106,352      5,962     20,198    2,453   134,965
</TABLE>

<TABLE>
<CAPTION>
                                                         INVESTMENT  INDIVIDUAL
1998                                                      PRODUCTS      LIFE       COLI    OTHER    TOTAL
- ----                                                     ----------  ----------  --------  ------  --------
<S>                                                      <C>         <C>         <C>       <C>     <C>
Total revenues.........................................    $ 1,779     $  543    $ 1,567   $   86  $  3,975
Net investment income..................................        736        181        793       49     1,759
Amortization of deferred policy acquisition costs......        326        105         --       --       431
Income tax expense (benefit)...........................        145         35         12       (4)      188
Net income (loss)......................................        270         64         24       (8)      350
Assets.................................................     87,207      5,228     22,631    3,197   118,263
</TABLE>

<TABLE>
<CAPTION>
                                                         INVESTMENT  INDIVIDUAL
1997                                                      PRODUCTS      LIFE       COLI    OTHER    TOTAL
- ----                                                     ----------  ----------  --------  ------  --------
<S>                                                      <C>         <C>         <C>       <C>     <C>
Total revenues.........................................    $ 1,510     $  487    $   980   $   32  $  3,009
Net investment income..................................        739        164        429       36     1,368
Amortization of deferred policy acquisition costs......        250         83         --        2       335
Income tax expense.....................................        111         30         15       11       167
Net income.............................................        206         55         27       14       302
Assets.................................................     72,288      4,914     17,800    2,743    97,745
</TABLE>

14. QUARTERLY RESULTS FOR 1999 AND 1998 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED
                                     ------------------------------------------------------------------------------
                                         MARCH 31,            JUNE 30,         SEPTEMBER 30,        DECEMBER 31,
                                       1999      1998      1999      1998      1999      1998      1999      1998
                                     --------  --------  --------  --------  --------  --------  --------  --------
<S>                                  <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Revenues...........................    $838      $915      $853      $721      $846      $826      $863     $1,513
Benefits, claims and expenses......     703       787       722       591       695       688       728      1,371
Net income.........................      88        83        85        85       100        89        88         93
</TABLE>

                                       55
<PAGE>
  SCHEDULE I -- SUMMARY OF INVESTMENTS -- OTHER THAN INVESTMENTS IN AFFILIATES
                            AS OF DECEMBER 31, 1999
                                 (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. Government and Government agencies and
   authorities
   (guaranteed and sponsored)................  $   180  $   182     $   182
  U.S. Government and Government agencies and
   authorities
   (guaranteed and sponsored) -- asset
   backed....................................    1,094    1,064       1,064
  States, municipalities and political
   subdivisions..............................      155      156         156
  Foreign governments........................      289      281         281
  Public utilities...........................      865      833         833
  All other corporate, including
   international.............................    5,646    5,420       5,420
  All other corporate -- asset backed........    4,103    3,985       3,985
  Short-term investments.....................    1,156    1,156       1,156
Certificates of deposit......................      434      422         422
Redeemable preferred stock...................        1       --          --
                                               -------  -------     -------
Total fixed maturities.......................   13,923   13,499      13,499
                                               -------  -------     -------
Equity Securities
Common Stocks
  Industrial and miscellaneous...............       49       56          56
                                               -------  -------     -------
Total equity securities......................       49       56          56
                                               -------  -------     -------
Total fixed maturities and equity
 securities..................................   13,972   13,555      13,555
                                               -------  -------     -------
Policy Loans.................................    4,187    4,187       4,187
                                               -------  -------     -------
Other Investments
  Mortgage loans on real estate..............      198      198         198
  Other invested assets......................      127      150         144
                                               -------  -------     -------
Total other investments......................      325      348         342
                                               -------  -------     -------
Total investments............................  $18,484  $18,090     $18,084
                                               =======  =======     =======
</TABLE>

                                       56
<PAGE>
              SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN MILLIONS)
<TABLE>
<CAPTION>

                                                DEFERRED
                                                 POLICY      FUTURE      OTHER         PREMIUMS        NET
                                               ACQUISITION   POLICY   POLICYHOLDER    AND OTHER     INVESTMENT
SEGMENT                                           COSTS     BENEFITS     FUNDS      CONSIDERATIONS    INCOME
- -------                                        -----------  --------  ------------  --------------  ----------
<S>                                            <C>          <C>       <C>           <C>             <C>
1999
Investment Products..........................    $3,099      $2,744     $ 8,859         $1,185        $  699
Individual Life..............................       914         270       1,880            405           169
Corporate Owned Life Insurance...............        --         321       5,244            399           431
Other........................................        --         997          21             56            60
                                                 ------      ------     -------         ------        ------
Consolidated operations......................    $4,013      $4,332     $16,004         $2,045        $1,359
                                                 ======      ======     =======         ======        ======

1998
Investment Products..........................    $2,823      $2,407     $ 9,194         $1,043        $  736
Individual Life..............................       931         466       2,307            363           181
Corporate Owned Life Insurance...............        --         225       8,097            774           793
Other........................................        --         497          17             38            49
                                                 ------      ------     -------         ------        ------
Consolidated operations......................    $3,754      $3,595     $19,615         $2,218        $1,759
                                                 ------      ------     -------         ------        ------
1997
Investment Products..........................    $2,478      $2,070     $ 9,620         $  771        $  739
Individual Life..............................       837         392       2,182            323           164
Corporate Owned Life Insurance...............        --          56       9,259            551           429
Other........................................        --         541         (27)            (8)           36
                                                 ------      ------     -------         ------        ------
Consolidated operations......................    $3,315      $3,059     $21,034         $1,637        $1,368
                                                 ======      ======     =======         ======        ======

<CAPTION>
                                                           BENEFITS,
                                                  NET        CLAIMS    AMORTIZATION
                                                REALIZED      AND      OF DEFERRED
                                                CAPITAL      CLAIM        POLICY
                                                 GAINS     ADJUSTMENT  ACQUISITION   DIVIDENDS TO    OTHER
SEGMENT                                         (LOSSES)    EXPENSES      COSTS      POLICYHOLDERS EXPENSES
- -------                                        ----------  ----------  ------------  ------------- ---------
<S>                                            <C>         <C>         <C>           <C>           <C>
1999
Investment Products..........................     $ --       $  660        $411          $ --        $ 354
Individual Life..............................       --          254         128            --           87
Corporate Owned Life Insurance...............       --          621          --           104           62
Other........................................       (4)          39          --            --          128
                                                  ----       ------        ----          ----        -----
Consolidated operations......................     $ (4)      $1,574        $539          $104        $ 631
                                                  ====       ======        ====          ====        =====
1998
Investment Products..........................     $ --       $  670        $326          $ --        $ 368
Individual Life..............................       (1)         262         105            --           77
Corporate Owned Life Insurance...............       --          924          --           329          278
Other........................................       (1)          55          --            --           43
                                                  ----       ------        ----          ----        -----
Consolidated operations......................     $ (2)      $1,911        $431          $329        $ 766
                                                  ----       ------        ----          ----        -----
1997
Investment Products..........................     $ --       $  677        $250          $ --        $ 266
Individual Life..............................       --          242          83            --           77
Corporate Owned Life Insurance...............       --          439          --           240          259
Other........................................        4           21           2            --          (16)
                                                  ----       ------        ----          ----        -----
Consolidated operations......................     $  4       $1,379        $335          $240        $ 586
                                                  ====       ======        ====          ====        =====
</TABLE>

                                       57
<PAGE>
                           SCHEDULE IV -- REINSURANCE
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                                                     PERCENTAGE
                                                              GROSS       CEDED TO       ASSUMED FROM      NET       OF AMOUNT
                                                              AMOUNT   OTHER COMPANIES  OTHER COMPANIES   AMOUNT   ASSUMED TO NET
                                                             --------  ---------------  ---------------  --------  --------------
<S>                                                          <C>       <C>              <C>              <C>       <C>
For the year ended
 December 31, 1999
Life insurance in force....................................  $307,970     $131,162          $11,785      $188,593        6.2%
Premiums and other considerations
  Life insurance and annuities.............................  $  2,212     $    275          $    84      $  2,021        4.2%
  Accident and health insurance............................       448          435               11            24       45.8%
                                                             --------     --------          -------      --------
Total premiums and other considerations....................  $  2,660     $    710          $    95      $  2,045        4.6%
                                                             ========     ========          =======      ========
For the year ended December 31, 1998
  Life insurance in force..................................  $326,400     $200,782          $18,289       143,907       12.7%
Premiums and other considerations
  Life insurance and annuities.............................  $  2,329     $    271              142      $  2,200        6.5%
  Accident and health insurance............................       393          383                8            18       44.4%
                                                             --------     --------          -------      --------
Total premiums and other considerations....................  $  2,722     $    654              150      $  2,218        6.8%
                                                             ========     ========          =======      ========
For the year ended December 31, 1997
  Life insurance in force..................................  $245,487     $178,771          $33,156      $ 99,872       33.2%
Premiums and other considerations
  Life insurance and annuities.............................  $  1,818     $    340          $   157      $  1,635        9.6%
  Accident and health insurance............................       346          346                2             2      100.0%
                                                             --------     --------          -------      --------
Total premiums and other considerations....................  $  2,164     $    686          $   159      $  1,637        9.7%
                                                             ========     ========          =======      ========
</TABLE>

                                       58
<PAGE>

<TABLE>
<S>                                                   <C>
PRINCIPAL UNDERWRITER                                                         HARTFORD
Hartford Securities Distribution Company, Inc. (HSD)                    LIFE INSURANCE
Hartford Plaza, Hartford, CT 06115                                             COMPANY

                                                        THE GENERAL ACCOUNT PROSPECTUS

INSURER
Hartford Life Insurance Company
Executive Offices: P.O. Box 1583
Hartford, CT 06144-1583

                                                                           MAY 1, 2000

                                                      Group Variable Annuity Contracts

HV-1928-13                                                                      [LOGO]

HARTFORD LIFE INSURANCE COMPANY                                  BULK RATE
P.O. BOX 1583, HARTFORD, CT 06144-1583                          U.S. POSTAGE
                                                                    PAID
                                                                PERMIT NO. 1
                                                              HARTFORD, CONN.
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company
Separate Account Five and to the Owners of Units of Interest therein:

We have audited the accompanying statements of assets and liabilities of
Hartford Life Insurance Company Separate Account Five (Money Market, North
American Government Securities, Balanced Growth, Utilities, Dividend Growth,
Value-Added Market, Growth, American Opportunities, Global Equity, Developing
Growth, Emerging Markets, Diversified Income, Mid-Cap Equity, High Yield,
Mid-Cap Value, Emerging Markets Debt, Strategic Stock, and Enterprise sub-
accounts), (collectively, the Account) as of December 31, 1999, and the related
statements of operations and the statements of changes in net assets for the
periods presented. These financial statements are the responsibility of the
Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Account as of December 31,
1999, and the results of its operations and the changes in its net assets for
the periods presented in conformity with generally accepted accounting
principles.

Hartford, Connecticut
February 17, 2000                                            ARTHUR ANDERSEN LLP

                                      SA-1
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE COMPANY

Statements of Assets & Liabilities
- --------------------------------------------------------------------------------

<TABLE>
 December 31, 1999                  Money        North        Balanced    Utilities    Dividend   Value-Added  Growth
                                    Market       American     Growth      Sub-Account  Growth     Market       Sub-Account
                                    Sub-Account  Government   Sub-Account              Sub-Account Sub-Account
                                                 Securities
                                                 Sub-Account
 -------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>          <C>          <C>         <C>          <C>        <C>          <C>
 ASSETS:
 INVESTMENTS INVESTMENTS IN THE
 MORGAN STANLEY DEAN WITTER SELECT
 DIMENSIONS INVESTMENT SERIES:
 -------------------------------------------------------------------------------------------------------------------------
 MONEY MARKET PORTFOLIO
  Shares 57,384
  Cost $57,384
  ........................................................................................................................
    Market Value                      $57,384     $      --     $   --     $      --   $      --  $       --     $    --
 -------------------------------------------------------------------------------------------------------------------------
 NORTH AMERICAN GOVERNMENT
 SECURITIES PORTFOLIO
  Shares 112
  Cost $1,126
  ........................................................................................................................
    Market Value                           --         1,124         --            --          --          --          --
 -------------------------------------------------------------------------------------------------------------------------
 BALANCED GROWTH PORTFOLIO
  Shares 201
  Cost $2,835
  ........................................................................................................................
    Market Value                           --            --      2,935            --          --          --          --
 -------------------------------------------------------------------------------------------------------------------------
 UTILITIES PORTFOLIO
  Shares 1,337
  Cost $22,583
  ........................................................................................................................
    Market Value                           --            --         --        35,102          --          --          --
 -------------------------------------------------------------------------------------------------------------------------
 DIVIDEND GROWTH PORTFOLIO
  Shares 5,939
  Cost $118,514
  ........................................................................................................................
    Market Value                           --            --         --            --     118,311          --          --
 -------------------------------------------------------------------------------------------------------------------------
 VALUE-ADDED MARKET PORTFOLIO
  Shares 1,198
  Cost $23,086
  ........................................................................................................................
    Market Value                           --            --         --            --          --      24,606          --
 -------------------------------------------------------------------------------------------------------------------------
 GROWTH PORTFOLIO
  Shares 78
  Cost $1,153
  ........................................................................................................................
    Market Value                           --            --         --            --          --          --       1,808
 -------------------------------------------------------------------------------------------------------------------------
 AMERICAN OPPORTUNITIES PORTFOLIO
  Shares 2,313
  Cost $48,168
  ........................................................................................................................
    Market Value                           --            --         --            --          --          --          --
 -------------------------------------------------------------------------------------------------------------------------
 GLOBAL EQUITY PORTFOLIO
  Shares 2,599
  Cost $37,175
  ........................................................................................................................
    Market Value                           --            --         --            --          --          --          --
 -------------------------------------------------------------------------------------------------------------------------
 Due from Hartford Life Insurance
  Company                                  --            --         --            --          --          --          --
  ........................................................................................................................
 Receivable for fund shares sold           --            --         --            --          --          --          --
  ........................................................................................................................
 Total Assets                          57,384         1,124      2,935        35,102     118,311      24,606       1,808
  ........................................................................................................................
 LIABILITIES:
 Due to Hartford Life Insurance
  Company                                  --            --         --            --          --          --          --
  ........................................................................................................................
 Payable for fund shares purchased         --            --         --            --          --          --          --
  ........................................................................................................................
 Total Liabilities                         --            --         --            --          --          --          --
 -------------------------------------------------------------------------------------------------------------------------
 NET ASSETS (VARIABLE LIFE
 CONTRACT LIABILITIES)                $57,384     $   1,124     $2,935     $  35,102   $ 118,311  $   24,606     $ 1,808
 -------------------------------------------------------------------------------------------------------------------------

 <S>                                <C>         <C>
 December 31, 1999                  American    Global
                                    Opportunities Equity
                                    Sub-Account Sub-Account

 ------------------------------------------------------------------------
 ASSETS:
 INVESTMENTS INVESTMENTS IN THE
 MORGAN STANLEY DEAN WITTER SELECT
 DIMENSIONS INVESTMENT SERIES:
 -------------------------------------------------------------------------------------
 MONEY MARKET PORTFOLIO
  Shares 57,384
  Cost $57,384
  ................................
    Market Value                    $       --  $       --
 --------------------------------------------------------------------------------------------------
 NORTH AMERICAN GOVERNMENT
 SECURITIES PORTFOLIO
  Shares 112
  Cost $1,126
  ................................
    Market Value                            --          --
 ---------------------------------------------------------------------------------------------------------------
 BALANCED GROWTH PORTFOLIO
  Shares 201
  Cost $2,835
  ................................
    Market Value                            --          --
 -------------------------------------------------------------------------------------------------------------------------
 UTILITIES PORTFOLIO
  Shares 1,337
  Cost $22,583
  ................................
    Market Value                            --          --
 -------------------------------------------------------------------------------------------------------------------------
 DIVIDEND GROWTH PORTFOLIO
  Shares 5,939
  Cost $118,514
  ................................
    Market Value                            --          --
 -------------------------------------------------------------------------------------------------------------------------
 VALUE-ADDED MARKET PORTFOLIO
  Shares 1,198
  Cost $23,086
  ................................
    Market Value                            --          --
 -------------------------------------------------------------------------------------------------------------------------
 GROWTH PORTFOLIO
  Shares 78
  Cost $1,153
  ................................
    Market Value                            --          --
 -------------------------------------------------------------------------------------------------------------------------
 AMERICAN OPPORTUNITIES PORTFOLIO
  Shares 2,313
  Cost $48,168
  ................................
    Market Value                        75,411          --
 -------------------------------------------------------------------------------------------------------------------------
 GLOBAL EQUITY PORTFOLIO
  Shares 2,599
  Cost $37,175
  ................................
    Market Value                            --      51,021
 -------------------------------------------------------------------------------------------------------------------------
 Due from Hartford Life Insurance
  Company                                   --          --
  ................................
 Receivable for fund shares sold            --          --
  ................................
 Total Assets                           75,411      51,021
  ................................
 LIABILITIES:
 Due to Hartford Life Insurance
  Company                                   --           1
  ................................
 Payable for fund shares purchased          --          --
  ................................
 Total Liabilities                          --           1
 -------------------------------------------------------------------------------------------------------------------------
 NET ASSETS (VARIABLE LIFE
 CONTRACT LIABILITIES)              $   75,411  $   51,020
 -------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                        SA-2
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE COMPANY

Statements of Assets & Liabilities (continued)
- --------------------------------------------------------------------------------

<TABLE>
 December 31, 1999                  Developing   Emerging     Diversified Mid-Cap      High Yield Mid-Cap      Emerging
                                    Growth       Markets      Income      Equity       Sub-Account Value       Markets
                                    Sub-Account  Sub-Account  Sub-Account Sub-Account             Sub-Account  Debt
                                                                                                               Sub-Account
 -------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>          <C>          <C>         <C>          <C>        <C>          <C>
 ASSETS:
 INVESTMENTS INVESTMENTS IN THE
 MORGAN STANLEY DEAN WITTER SELECT
 DIMENSIONS INVESTMENT SERIES:
 -------------------------------------------------------------------------------------------------------------------------
 DEVELOPING GROWTH PORTFOLIO
  Shares 1,933
  Cost $36,861
  ........................................................................................................................
    Market Value                      $77,410     $      --    $    --     $      --   $      --  $       --     $    --
 -------------------------------------------------------------------------------------------------------------------------
 EMERGING MARKETS PORTFOLIO
  Shares 83
  Cost $1,016
  ........................................................................................................................
    Market Value                           --         1,209         --            --          --          --          --
 -------------------------------------------------------------------------------------------------------------------------
 DIVERSIFIED INCOME PORTFOLIO
  Shares 3,273
  Cost $33,365
  ........................................................................................................................
    Market Value                           --            --     29,322            --          --          --          --
 -------------------------------------------------------------------------------------------------------------------------
 MID-CAP EQUITY PORTFOLIO
  Shares 403
  Cost $4,264
  ........................................................................................................................
    Market Value                           --            --         --         9,125          --          --          --
 -------------------------------------------------------------------------------------------------------------------------
 INVESTMENTS IN THE MORGAN STANLEY
 DEAN WITTER UNIVERSAL FUNDS INC.:
 -------------------------------------------------------------------------------------------------------------------------
 HIGH YIELD PORTFOLIO
  Shares 105
  Cost $1,149
  ........................................................................................................................
    Market Value                           --            --         --            --       1,077          --          --
 -------------------------------------------------------------------------------------------------------------------------
 MID-CAP VALUE PORTFOLIO
  Shares 78
  Cost $1,179
  ........................................................................................................................
    Market Value                           --            --         --            --          --       1,213          --
 -------------------------------------------------------------------------------------------------------------------------
 EMERGING MARKETS DEBT PORTFOLIO
  Shares 2,576
  Cost $23,778
  ........................................................................................................................
    Market Value                           --            --         --            --          --          --      17,803
 -------------------------------------------------------------------------------------------------------------------------
 INVESTMENTS IN VAN KAMPEN LIFE
 INVESTMENT TRUST:
 -------------------------------------------------------------------------------------------------------------------------
 STRATEGIC STOCK PORTFOLIO
  Shares 88
  Cost $1,013
  ........................................................................................................................
    Market Value                           --            --         --            --          --          --          --
 -------------------------------------------------------------------------------------------------------------------------
 ENTERPRISE PORTFOLIO
  Shares 51
  Cost $1,081
  ........................................................................................................................
    Market Value                           --            --         --            --          --          --          --
 -------------------------------------------------------------------------------------------------------------------------
 Due from Hartford Life Insurance
  Company                                  --            --         --            --          --          --          --
  ........................................................................................................................
 Receivable for fund shares sold           --            --         --            --          --          --          --
  ........................................................................................................................
 Total Assets                          77,410         1,209     29,322         9,125       1,077       1,213      17,803
  ........................................................................................................................
 LIABILITIES:
 Due to Hartford Life Insurance
  Company                                  --            --         --            --          --          --          --
  ........................................................................................................................
 Payable for fund shares purchased         --            --         --            --          --          --          --
  ........................................................................................................................
 Total Liabilities                         --            --         --            --          --          --          --
 -------------------------------------------------------------------------------------------------------------------------
 NET ASSETS (VARIABLE LIFE
 CONTRACT LIABILITIES)                $77,410     $   1,209    $29,322     $   9,125   $   1,077  $    1,213     $17,803
 -------------------------------------------------------------------------------------------------------------------------

 <S>                                <C>         <C>
 December 31, 1999                  Strategic   Enterprise
                                    Stock       Sub-Account
                                    Sub-Account

 -------------------------------------------------------------------------------------------------------------------------
 ASSETS:
 INVESTMENTS INVESTMENTS IN THE
 MORGAN STANLEY DEAN WITTER SELECT
 DIMENSIONS INVESTMENT SERIES:
 -------------------------------------------------------------------------------------------------------------------------
 DEVELOPING GROWTH PORTFOLIO
  Shares 1,933
  Cost $36,861
  ................................
    Market Value                    $       --  $       --
 -------------------------------------------------------------------------------------------------------------------------
 EMERGING MARKETS PORTFOLIO
  Shares 83
  Cost $1,016
  ................................
    Market Value                            --          --
 -------------------------------------------------------------------------------------------------------------------------
 DIVERSIFIED INCOME PORTFOLIO
  Shares 3,273
  Cost $33,365
  ................................
    Market Value                            --          --
 -------------------------------------------------------------------------------------------------------------------------
 MID-CAP EQUITY PORTFOLIO
  Shares 403
  Cost $4,264
  ................................
    Market Value                            --          --
 -------------------------------------------------------------------------------------------------------------------------
 INVESTMENTS IN THE MORGAN STANLEY
 DEAN WITTER UNIVERSAL FUNDS INC.:
 -------------------------------------------------------------------------------------------------------------------------
 HIGH YIELD PORTFOLIO
  Shares 105
  Cost $1,149
  ................................
    Market Value                            --          --
 -------------------------------------------------------------------------------------------------------------------------
 MID-CAP VALUE PORTFOLIO
  Shares 78
  Cost $1,179
  ................................
    Market Value                            --          --
 -------------------------------------------------------------------------------------------------------------------------
 EMERGING MARKETS DEBT PORTFOLIO
  Shares 2,576
  Cost $23,778
  ................................
    Market Value                            --          --
 -------------------------------------------------------------------------------------------------------------------------
 INVESTMENTS IN VAN KAMPEN LIFE
 INVESTMENT TRUST:
 -------------------------------------------------------------------------------------------------------------------------
 STRATEGIC STOCK PORTFOLIO
  Shares 88
  Cost $1,013
  ................................
    Market Value                         1,028          --
 -------------------------------------------------------------------------------------------------------------------------
 ENTERPRISE PORTFOLIO
  Shares 51
  Cost $1,081
  ................................
    Market Value                            --       1,334
 -------------------------------------------------------------------------------------------------------------------------
 Due from Hartford Life Insurance
  Company                                   --          --
  ................................
 Receivable for fund shares sold            --          --
  ................................
 Total Assets                            1,028       1,334
  ................................
 LIABILITIES:
 Due to Hartford Life Insurance
  Company                                   --          --
  ................................
 Payable for fund shares purchased          --          --
  ................................
 Total Liabilities                          --          --
 -------------------------------------------------------------------------------------------------------------------------
 NET ASSETS (VARIABLE LIFE
 CONTRACT LIABILITIES)              $    1,028  $    1,334
 -------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                        SA-3
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE COMPANY

Statements of Assets & Liabilities (continued)

<TABLE>
 ----------------------------------------------------------------------------------
 December 31, 1999                             Units       Unit        Contract
                                               Owned by    Price       Liability
                                               Participants
 <S>                                           <C>         <C>         <C>
 ----------------------------------------------------------------------------------
 Variable Life Contracts:
  Money Market Portfolio                          50,447   $ 1.137500    $ 57,384
  .................................................................................
  North American Government Securities
    Portfolio                                        100    11.235263       1,124
  .................................................................................
  Balanced Growth Portfolio                          221    13.268484       2,935
  .................................................................................
  Utilities Portfolio                              1,623    21.631144      35,102
  .................................................................................
  Dividend Growth Portfolio                        8,807    13.433818     118,311
  .................................................................................
  Value-Added Market Portfolio                     1,689    14.569531      24,606
  .................................................................................
  Growth Portfolio                                   100    18.084596       1,808
  .................................................................................
  American Opportunities Portfolio                 2,930    25.733152      75,411
  .................................................................................
  Global Equity Portfolio                          3,303    15.446837      51,020
  .................................................................................
  Developing Growth Portfolio                      3,063    25.271683      77,410
  .................................................................................
  Emerging Markets Portfolio                         100    12.088774       1,209
  .................................................................................
  Diversified Income Portfolio                     2,695    10.881692      29,322
  .................................................................................
  Mid-Cap Equity Portfolio                           380    24.040915       9,125
  .................................................................................
  High Yield Portfolio                               100    10.767198       1,077
  .................................................................................
  Mid-Cap Value Portfolio                            100    12.129625       1,213
  .................................................................................
  Emerging Markets Debt Portfolio                  2,028     8.777081      17,803
  .................................................................................
  Strategic Stock Portfolio                          100    10.280613       1,028
  .................................................................................
  Enterprise Portfolio                               100    13.335134       1,334
  .................................................................................
 GRAND TOTAL                                                             $507,222
 ----------------------------------------------------------------------------------
</TABLE>

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

                                        SA-4
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE COMPANY

Statements of Operations
- --------------------------------------------------------------------------------

<TABLE>
 For the Year Ended                 Money        North        Balanced    Utilities    Dividend   Value-Added  Growth
 December 31, 1999                  Market       American     Growth      Sub-Account  Growth     Market       Sub-Account
                                    Sub-Account  Government   Sub-Account              Sub-Account Sub-Account
                                                 Securities
                                                 Sub-Account
 -------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>          <C>          <C>         <C>          <C>        <C>          <C>
 INVESTMENT INCOME:
  Dividends                           $ 1,496     $      50     $  132     $     484   $   2,189  $      276     $    --
  ........................................................................................................................
  Net investment income                 1,496            50        132           484       2,189         276          --
  ........................................................................................................................
  Capital gains income                     --            --        489           211      10,067         903         112
  ........................................................................................................................
 NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
  ........................................................................................................................
  Net realized (loss) gain on
    security transactions                  --            --        (31)          729         954          43          --
  ........................................................................................................................
  Net unrealized (depreciation)
    appreciation of investments
    during the period                      --           (13)      (447)        9,952     (13,521)      1,623         395
  ........................................................................................................................
  Net (loss) gain on investments           --           (13)      (478)       10,681     (12,567)      1,666         395
 -------------------------------------------------------------------------------------------------------------------------
 NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM
   OPERATIONS                         $ 1,496     $      37     $  143     $  11,376   $    (311) $    2,845     $   507
 -------------------------------------------------------------------------------------------------------------------------

 <S>                                <C>         <C>
 For the Year Ended                 American    Global
 December 31, 1999                  Opportunities Equity
                                    Sub-Account* Sub-Account

 ------------------------------------------------------------------------
 INVESTMENT INCOME:
  Dividends                         $      189  $      115
  ................................
  Net investment income                    189         115
  ................................
  Capital gains income                   5,387          --
  ................................
 NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
  ................................
  Net realized (loss) gain on
    security transactions                  889         311
  ................................
  Net unrealized (depreciation)
    appreciation of investments
    during the period                   21,069      11,619
  ................................
  Net (loss) gain on investments        21,958      11,930
 -------------------------------------------------------------------------------------
 NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM
   OPERATIONS                       $   27,534  $   12,045
 --------------------------------------------------------------------------------------------------
</TABLE>

* Formerly American Value Sub-Account; change effective May 1, 1999.

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

                                        SA-5
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE COMPANY

Statements of Operations (continued)
- --------------------------------------------------------------------------------

<TABLE>
 For the year Ended                 Developing   Emerging     Diversified Mid-Cap      High Yield Mid-Cap      Emerging
 December 31, 1999                  Growth       Markets      Income      Equity       Sub-Account Value       Markets
                                    Sub-Account  Sub-Account  Sub-Account Sub-Account*            Sub-Account  Debt
                                                                                                               Sub-Account
 -------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>          <C>          <C>         <C>          <C>        <C>          <C>
 INVESTMENT INCOME:
  Dividends                           $    28     $       1    $ 2,609     $      37   $      81  $        2     $ 2,275
  ........................................................................................................................
  Net investment income                    28             1      2,609            37          81           2       2,275
  ........................................................................................................................
  Capital gains income                     --            --         --            --          --         145          --
  ........................................................................................................................
 NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
  ........................................................................................................................
  Net realized (loss) gain on
    security transactions               1,381            --        (27)        1,280          --          --          51
  ........................................................................................................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                  37,162           549     (3,155)        4,213         (10)         60       1,949
  ........................................................................................................................
  Net gain (loss) on investments       38,543           549     (3,182)        5,493         (10)         60       2,000
 -------------------------------------------------------------------------------------------------------------------------
 NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM
   OPERATIONS                         $38,571     $     550    $  (573)    $   5,530   $      71  $      207     $ 4,275
 -------------------------------------------------------------------------------------------------------------------------

 <S>                                <C>         <C>
 For the year Ended                 Strategic   Enterprise
 December 31, 1999                  Stock       Sub-Account
                                    Sub-Account

 ---------------------------------------------------------------------------------------------------------------
 INVESTMENT INCOME:
  Dividends                         $       10  $        3
  ................................
  Net investment income                     10           3
  ................................
  Capital gains income                       3          78
  ................................
 NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
  ................................
  Net realized (loss) gain on
    security transactions                   --          --
  ................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                      (18)        193
  ................................
  Net gain (loss) on investments           (18)        193
 -------------------------------------------------------------------------------------------------------------------------
 NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM
   OPERATIONS                       $       (5) $      274
 -------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Formerly Mid-Cap Growth Sub-Account; change effective September 8, 1999.

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

                                        SA-6
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE COMPANY

Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

<TABLE>
 For the Year Ended                 Money        North        Balanced    Utilities    Dividend   Value-Added  Growth
 December 31, 1999                  Market       American     Growth      Sub-Account  Growth     Market       Sub-Account
                                    Sub-Account  Government   Sub-Account              Sub-Account Sub-Account
                                                 Securities
                                                 Sub-Account
 -------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>          <C>          <C>         <C>          <C>        <C>          <C>
 OPERATIONS:
  Net investment income (loss)        $ 1,496     $      50     $  132     $     484   $   2,189  $      276     $    --
  ........................................................................................................................
  Capital gains income                     --            --        489           211      10,067         903         112
  ........................................................................................................................
  Net realized (loss) gain on
    security transactions                  --            --        (31)          729         954          43          --
  ........................................................................................................................
  Net unrealized (depreciation)
    appreciation of investments
    during the period                      --           (13)      (447)        9,952     (13,521)      1,623         395
  ........................................................................................................................
  Net increase (decrease) in net
    assets resulting from
    operations                          1,496            37        143        11,376        (311)      2,845         507
  ........................................................................................................................
 UNIT TRANSACTIONS:
  Purchases                            61,367            --         --            --          --          --          --
  ........................................................................................................................
  Net transfers                       (26,487)           --         --            --      (3,532)         --          --
  ........................................................................................................................
  Surrenders for benefit payments
    and fees                           (1,394)           --     (1,349)       (2,354)     (2,344)     (1,631)         --
  ........................................................................................................................
  Loan withdrawals                         --            --         --            --          --          --          --
  ........................................................................................................................
  Cost of insurance                      (574)           --        (46)         (431)     (1,890)       (370)         --
  ........................................................................................................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                       32,912            --     (1,395)       (2,785)     (7,766)     (2,001)         --
  ........................................................................................................................
  Total increase (decrease) in net
    assets                             34,408            37     (1,252)        8,591      (8,077)        844         507
  ........................................................................................................................
 NET ASSETS:
  Beginning of period                  22,976         1,087      4,187        26,511     126,388      23,762       1,301
 -------------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                       $57,384     $   1,124     $2,935     $  35,102   $ 118,311  $   24,606     $ 1,808
 -------------------------------------------------------------------------------------------------------------------------

 <S>                                <C>         <C>
 For the Year Ended                 American    Global
 December 31, 1999                  Opportunities Equity
                                    Sub-Account* Sub-Account

 ------------------------------------------------------------------------
 OPERATIONS:
  Net investment income (loss)      $      189  $      115
  ................................
  Capital gains income                   5,387          --
  ................................
  Net realized (loss) gain on
    security transactions                  889         311
  ................................
  Net unrealized (depreciation)
    appreciation of investments
    during the period                   21,069      11,619
  ................................
  Net increase (decrease) in net
    assets resulting from
    operations                          27,534      12,045
  ................................
 UNIT TRANSACTIONS:
  Purchases                                 --          --
  ................................
  Net transfers                         16,776      13,244
  ................................
  Surrenders for benefit payments
    and fees                            (3,044)     (1,396)
  ................................
  Loan withdrawals                          --          --
  ................................
  Cost of insurance                       (882)       (608)
  ................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                        12,850      11,240
  ................................
  Total increase (decrease) in net
    assets                              40,384      23,285
  ................................
 NET ASSETS:
  Beginning of period                   35,027      27,735
 -------------------------------------------------------------------------------------
  END OF PERIOD                     $   75,411  $   51,020
 --------------------------------------------------------------------------------------------------
</TABLE>

* Formerly American Value Sub-Account; change effective May 1, 1999.

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

                                        SA-7
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE COMPANY

Statements of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------

<TABLE>
 For the Year Ended                 Developing   Emerging     Diversified Mid-Cap      High Yield Mid-Cap      Emerging
 December 31, 1999                  Growth       Markets      Income      Equity       Sub-Account Value       Markets
                                    Sub-Account  Sub-Account  Sub-Account Sub-Account*            Sub-Account  Debt
                                                                                                               Sub-Account
 -------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>          <C>          <C>         <C>          <C>        <C>          <C>
 OPERATIONS:
  Net investment income               $    28     $       1    $ 2,609     $      37   $      81  $        2     $ 2,275
  ........................................................................................................................
  Capital gains income                     --            --         --            --          --         145          --
  ........................................................................................................................
  Net realized (loss) gain on
    security transactions               1,381            --        (27)        1,280          --          --          51
  ........................................................................................................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                  37,162           549     (3,155)        4,213         (10)         60       1,949
  ........................................................................................................................
  Net increase (decrease) in net
    assets resulting from
    operations                         38,571           550       (573)        5,530          71         207       4,275
  ........................................................................................................................
 UNIT TRANSACTIONS:
  Purchases                                --            --         --            --          --          --          --
  ........................................................................................................................
  Net transfers                            --            --         --            --          --          --          --
  ........................................................................................................................
  Surrenders for benefit payments
    and fees                           (2,880)           --     (1,336)       (2,436)         --          --        (998)
  ........................................................................................................................
  Loan withdrawals                         --            --         --            --          --          --          --
  ........................................................................................................................
  Cost of insurance                      (767)           --       (464)          (89)         --          --        (239)
  ........................................................................................................................
  Net (decrease) in net assets
    resulting from unit
    transactions                       (3,647)           --     (1,800)       (2,525)         --          --      (1,237)
  ........................................................................................................................
  Total increase (decrease) in net
    assets                             34,924           550     (2,373)        3,005          71         207       3,038
  ........................................................................................................................
 NET ASSETS:
  Beginning of period                  42,486           659     31,695         6,120       1,006       1,006      14,765
 -------------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                       $77,410     $   1,209    $29,322     $   9,125   $   1,077  $    1,213     $17,803
 -------------------------------------------------------------------------------------------------------------------------

 <S>                                <C>         <C>
 For the Year Ended                 Strategic   Enterprise
 December 31, 1999                  Stock       Sub-Account
                                    Sub-Account

 ---------------------------------------------------------------------------------------------------------------
 OPERATIONS:
  Net investment income             $       10  $        3
  ................................
  Capital gains income                       3          78
  ................................
  Net realized (loss) gain on
    security transactions                   --          --
  ................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                      (18)        193
  ................................
  Net increase (decrease) in net
    assets resulting from
    operations                              (5)        274
  ................................
 UNIT TRANSACTIONS:
  Purchases                                 --          --
  ................................
  Net transfers                             --          --
  ................................
  Surrenders for benefit payments
    and fees                                --          --
  ................................
  Loan withdrawals                          --          --
  ................................
  Cost of insurance                         --          --
  ................................
  Net (decrease) in net assets
    resulting from unit
    transactions                            --          --
  ................................
  Total increase (decrease) in net
    assets                                  (5)        274
  ................................
 NET ASSETS:
  Beginning of period                    1,033       1,060
 -------------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                     $    1,028  $    1,334
 -------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Formerly Mid-Cap Growth Sub-Account; change effective September 8, 1999.

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

                                        SA-8
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE COMPANY

Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

<TABLE>
 For the Year Ended                 Money        North        Balanced    Utilities    Dividend   Value-Added  Growth
 December 31, 1998                  Market       American     Growth      Sub-Account  Growth     Market       Sub-Account
                                    Sub-Account  Government   Sub-Account              Sub-Account Sub-Account
                                                 Securities
                                                 Sub-Account
 -------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>          <C>          <C>         <C>          <C>        <C>          <C>
 OPERATIONS:
  ........................................................................................................................
  Net investment income (loss)       $   1,723    $      47     $  108     $     310   $   1,991  $      170     $    --
  ........................................................................................................................
  Capital gains income                      --           --         86           273       4,319         331          34
  ........................................................................................................................
  Net realized gain (loss) on
    security transactions                   --           --         --             2       5,289          (3)         --
  ........................................................................................................................
  Net unrealized (depreciation)
    appreciation of investments
    during the period                       --           (2)       338         2,358       9,599        (249)        118
  ........................................................................................................................
  Net increase (decrease) in net
    assets resulting from
    operations                           1,723           45        532         2,943      21,198         249         152
  ........................................................................................................................
 UNIT TRANSACTIONS:
  Purchases                            164,406           --         --            --          --          --          --
  ........................................................................................................................
  Net transfers                        (54,386)          --         --        22,647       1,712      22,647          --
  ........................................................................................................................
  Surrenders for benefit payments
    and fees                          (110,832)          --        (50)         (225)     (3,479)       (212)         --
  ........................................................................................................................
  Loan withdrawals                          --           --         --            --       1,673          --          --
  ........................................................................................................................
  Cost of insurance                       (302)          --        (18)          (86)       (674)        (80)         --
  ........................................................................................................................
  Net (decrease) increase in net
    assets resulting from unit
    transactions                        (1,114)          --        (68)       22,336        (768)     22,355          --
  ........................................................................................................................
  Total increase (decrease) in net
    assets                                 609           45        464        25,279      20,430      22,604         152
  ........................................................................................................................
 NET ASSETS:
  Beginning of period                   22,367        1,042      3,723         1,232     105,958       1,158       1,149
 -------------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                      $  22,976    $   1,087     $4,187     $  26,511   $ 126,388  $   23,762     $ 1,301
 -------------------------------------------------------------------------------------------------------------------------

 <S>                                <C>         <C>
 For the Year Ended                 American    Global
 December 31, 1998                  Opportunities Equity
                                    Sub-Account* Sub-Account

 ------------------------------------------------------------------------
 OPERATIONS:
  ................................
  Net investment income (loss)      $      167  $      388
  ................................
  Capital gains income                   1,308          96
  ................................
  Net realized gain (loss) on
    security transactions                5,367       5,127
  ................................
  Net unrealized (depreciation)
    appreciation of investments
    during the period                    3,491       2,441
  ................................
  Net increase (decrease) in net
    assets resulting from
    operations                          10,333       8,052
  ................................
 UNIT TRANSACTIONS:
  Purchases                                 --          --
  ................................
  Net transfers                        (20,608)    (37,288)
  ................................
  Surrenders for benefit payments
    and fees                            (2,132)     (2,292)
  ................................
  Loan withdrawals                       1,673       1,723
  ................................
  Cost of insurance                       (164)       (222)
  ................................
  Net (decrease) increase in net
    assets resulting from unit
    transactions                       (21,231)    (38,079)
  ................................
  Total increase (decrease) in net
    assets                             (10,898)    (30,027)
  ................................
 NET ASSETS:
  Beginning of period                   45,925      57,762
 -------------------------------------------------------------------------------------
  END OF PERIOD                     $   35,027  $   27,735
 --------------------------------------------------------------------------------------------------
</TABLE>

* Formerly American Value Sub-Account; change effective May 1, 1999.

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

                                        SA-9
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE COMPANY

Statements of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------

<TABLE>
 For the Year Ended                 Developing   Emerging     Diversified Mid-Cap      High Yield Mid-Cap      Emerging
 December 31, 1998                  Growth       Markets      Income      Equity       Sub-Account* Value      Markets
                                    Sub-Account  Sub-Account  Sub-Account Sub-Account**           Sub-Account* Debt
                                                                                                               Sub-Account*
 -------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>          <C>          <C>         <C>          <C>        <C>          <C>
 OPERATIONS:
  Net investment income               $    76     $       9    $ 1,650     $      39   $      57  $        2     $ 1,756
  ........................................................................................................................
  Capital gains income                     58             2         42            53          11          29          --
  ........................................................................................................................
  Net realized (loss) on security
    transactions                          (34)       (1,107)        --            --          --          --         (60)
  ........................................................................................................................
  Net unrealized (depreciation)
    appreciation of investments
    during the period                   1,841          (281)      (947)          236         (62)        (26)     (7,924)
  ........................................................................................................................
  Net (decrease) increase in net
    assets resulting from
    operations                          1,941        (1,377)       745           328           6           5      (6,228)
  ........................................................................................................................
 UNIT TRANSACTIONS:
  Purchases                                --            --         --            --       1,000       1,000       1,000
  ........................................................................................................................
  Net transfers                        21,315         1,107     22,647            --          --          --      20,208
  ........................................................................................................................
  Surrenders for benefit payments
    and fees                             (510)            1       (367)          (84)         --           1        (155)
  ........................................................................................................................
  Loan withdrawals                         --            --         --            --          --          --          --
  ........................................................................................................................
  Cost of insurance                      (192)           --       (137)          (30)         --          --         (60)
  ........................................................................................................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                       20,613         1,108     22,143          (114)      1,000       1,001      20,993
  ........................................................................................................................
  Total (decrease) increase in net
    assets                             22,554          (269)    22,888           214       1,006       1,006      14,765
  ........................................................................................................................
 NET ASSETS:
  Beginning of period                  19,932           928      8,807         5,906          --          --          --
 -------------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                       $42,486     $     659    $31,695     $   6,120   $   1,006  $    1,006     $14,765
 -------------------------------------------------------------------------------------------------------------------------

 <S>                                <C>         <C>
 For the Year Ended                 Strategic   Enterprise
 December 31, 1998                  Stock       Sub-Account*
                                    Sub-Account*

 ---------------------------------------------------------------------------------------------------------------
 OPERATIONS:
  Net investment income             $       --  $       --
  ................................
  Capital gains income                      --          --
  ................................
  Net realized (loss) on security
    transactions                            --          --
  ................................
  Net unrealized (depreciation)
    appreciation of investments
    during the period                       33          60
  ................................
  Net (decrease) increase in net
    assets resulting from
    operations                              33          60
  ................................
 UNIT TRANSACTIONS:
  Purchases                              1,000       1,000
  ................................
  Net transfers                             --          --
  ................................
  Surrenders for benefit payments
    and fees                                --          --
  ................................
  Loan withdrawals                          --          --
  ................................
  Cost of insurance                         --          --
  ................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                         1,000       1,000
  ................................
  Total (decrease) increase in net
    assets                               1,033       1,060
  ................................
 NET ASSETS:
  Beginning of period                       --          --
 -------------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                     $    1,033  $    1,060
 -------------------------------------------------------------------------------------------------------------------------
</TABLE>

 * From inception, April 1, 1998, to December 31, 1998.
** Formerly Mid-Cap Growth Sub-Account; change effective September 8, 1999.

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

                                       SA-10
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE COMPANY
Notes to Financial Statements
December 31, 1999

1.  ORGANIZATION:

Separate Account Five (the Account) is a separate investment account within
Hartford Life Insurance Company (the Company) and is registered with the
Securities and Exchange Commission (SEC) as a unit investment trust under the
Investment Company Act of 1940, as amended. Both the Company and the Account are
subject to supervision and regulation by the Department of Insurance of the
State of Connecticut and the SEC. The Account invests deposits by variable life
policyowners of the Company in various mutual funds (the Funds) as directed by
the policyowners.

2.  SIGNIFICANT ACCOUNTING POLICIES:

The following is a summary of significant accounting policies of the Account,
which are in accordance with generally accepted accounting principles in the
investment company industry:

A) SECURITY TRANSACTIONS -- Security transactions are recorded on the trade date
(date the order to buy or sell is executed). Realized gains and losses on the
sales of securities are computed on the basis of identified cost of the fund
shares sold. Dividend and capital gains income is accrued as of the ex-dividend
date. Capital gains income represents those dividends from the Funds which are
characterized as capital gains under tax regulations.

B) SECURITY VALUATION -- The investment in shares of the Morgan Stanley Dean
Witter Select Dimensions Investment Series, the Morgan Stanley Dean Witter
Universal Funds, Inc. and Van Kampen Life Investment Trust are valued at the
closing net asset value per share as determined by the appropriate Fund as of
December 31, 1999.

C) UNIT TRANSACTIONS -- Unit transactions are executed based on the unit values
calculated at the close of the business day.

D) FEDERAL INCOME TAXES -- The operations of the Account form a part of, and are
taxed with, the total operations of the Company, which is taxed as an insurance
company under the Internal Revenue Code. Under current law, no Federal income
taxes are payable with respect to the operations of the Account.

E) USE OF ESTIMATES -- 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 as of the date of the financial statements and the reported amounts
of income and expenses during the period. Operating results in the future could
vary from the amounts derived from management's estimates.

3.  ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:

A) COST OF INSURANCE CHARGE -- In accordance with terms of the policies, the
Company assesses deductions for costs of insurance charges to cover the
Company's anticipated mortality costs. Because a policy's account value and
death benefit may vary from month to month, the cost of insurance charge may
also vary.

B) MORTALITY AND EXPENSE UNDERTAKINGS -- The Company, as issuer of variable life
policies, provides the mortality and expense undertakings and, with respect to
the Account, receives a maximum annual fee of 0.90% of the Account's average
daily net assets. The Company also provides administrative services and receives
an annual fee of 0.40% of the Account's average daily net assets. These charges
are reflected in surrenders for benefit payments and fees on the accompanying
statements of changes in net assets.

C) DEDUCTION OF ANNUAL MAINTENANCE FEE -- Annual maintenance fees are deducted
through termination of units of interest from applicable policyowners' accounts,
in accordance with the terms of the policies. These charges are reflected in
surrenders for benefit payments and fees on the accompanying statements of
changes in net assets.

D) TAX EXPENSE CHARGE -- The Company will deduct monthly from the account value
a tax expense charge equal to an annual rate of 0.40% for the first ten years.
During the first nine policy years, a premium tax charge will be imposed on full
or partial surrenders at a maximum rate of 2.25%. These charges are reflected in
surrenders for benefit payments and fees on the accompanying statements of
changes in net assets.

                                     SA-11
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
              ----------------------------------------------------

To Hartford Life Insurance Company:

We have audited the accompanying Consolidated Balance Sheets of Hartford Life
Insurance Company and subsidiaries as of December 31, 1999 and 1998, and the
related Consolidated Statements of Income, Changes in Stockholder's Equity and
Cash Flows for each of the three years in the period ended December 31, 1999.
These Consolidated Financial Statements and the schedules referred to below are
the responsibility of Hartford Life Insurance 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 auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in the 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.

Hartford, Connecticut
January 31, 2000                                             ARTHUR ANDERSEN LLP

                                      F-1
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                    FOR THE YEARS ENDED
                                                                        DECEMBER 31,
<S>                                                           <C>          <C>          <C>
- ----------------------------------------------------------------------------------------------
<CAPTION>
                                                               1999         1998         1997
- ----------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>
                                                                       (in millions)
REVENUES
  Premiums and other considerations                           $2,045       $2,218       $1,637
  Net investment income                                        1,359        1,759        1,368
  Net realized capital gains (losses)                             (4)          (2)           4
- ----------------------------------------------------------------------------------------------
                                              TOTAL REVENUES   3,400        3,975        3,009
- ----------------------------------------------------------------------------------------------
BENEFITS, CLAIMS AND EXPENSES
  Benefits, claims and claim adjustment expenses               1,574        1,911        1,379
  Amortization of deferred policy acquisition costs              539          431          335
  Dividends to policyholders                                     104          329          240
  Other expenses                                                 631          766          586
- ----------------------------------------------------------------------------------------------
                         TOTAL BENEFITS, CLAIMS AND EXPENSES   2,848        3,437        2,540
- ----------------------------------------------------------------------------------------------
  Income before income tax expense                               552          538          469
  Income tax expense                                             191          188          167
- ----------------------------------------------------------------------------------------------
                                                  NET INCOME  $  361       $  350       $  302
- ----------------------------------------------------------------------------------------------
</TABLE>

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-2
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                     AS OF DECEMBER 31,
<S>                                                                <C>            <C>
- ------------------------------------------------------------------------------------------

                                                                     1999           1998
- ------------------------------------------------------------------------------------------
                                                                    (in millions, except
                                                                       for share data)
ASSETS
  Investments
  Fixed maturities, available for sale, at fair value
   (amortized cost of $13,923 and $14,505)                         $ 13,499       $ 14,818
  Equity securities, at fair value                                       56             31
  Policy loans, at outstanding balance                                4,187          6,684
  Other investments                                                     342            264
- ------------------------------------------------------------------------------------------
                                           TOTAL INVESTMENTS         18,084         21,797
- ------------------------------------------------------------------------------------------
  Cash                                                                   55             17
  Premiums receivable and agents' balances                               29             17
  Reinsurance recoverables                                            1,274          1,257
  Deferred policy acquisition costs                                   4,013          3,754
  Deferred income tax                                                   459            464
  Other assets                                                          654            695
  Separate account assets                                           110,397         90,262
- ------------------------------------------------------------------------------------------
                                                TOTAL ASSETS       $134,965       $118,263
- ------------------------------------------------------------------------------------------
LIABILITIES
  Future policy benefits                                           $  4,332       $  3,595
  Other policyholder funds                                           16,004         19,615
  Other liabilities                                                   1,613          2,094
  Separate account liabilities                                      110,397         90,262
- ------------------------------------------------------------------------------------------
                                           TOTAL LIABILITIES        132,346        115,566
- ------------------------------------------------------------------------------------------
STOCKHOLDER'S EQUITY
  Common stock -- 1,000 shares authorized, issued and
   outstanding, par value $5,690                                          6              6
  Capital surplus                                                     1,045          1,045
  Accumulated other comprehensive income (loss)
    Net unrealized capital gains (losses) on securities, net
     of tax                                                            (255)           184
- ------------------------------------------------------------------------------------------
         TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)           (255)           184
- ------------------------------------------------------------------------------------------
  Retained earnings                                                   1,823          1,462
- ------------------------------------------------------------------------------------------
                                  TOTAL STOCKHOLDER'S EQUITY          2,619          2,697
- ------------------------------------------------------------------------------------------
                  TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY       $134,965       $118,263
- ------------------------------------------------------------------------------------------
</TABLE>

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-3
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                               Accumulated Other
                                                                 Comprehensive
                                                                 Income (Loss)
                                                               -----------------
<S>                                         <C>      <C>       <C>                 <C>          <C>
                                                               Net Unrealized
                                                               Capital Gains
                                                               (Losses) on                        Total
                                            Common   Capital   Securities,         Retained     Stockholder's
                                            Stock    Surplus   Net of Tax          Earnings      Equity
- -------------------------------------------------------------------------------------------------------------
                                                                     (in millions)
1999
Balance, December 31, 1998                    $6     $1,045          $ 184           $1,462        $2,697
Comprehensive income
  Net income                                  --         --             --              361           361
Other comprehensive income (loss), net of
 tax (1):
  Changes in net unrealized capital gains
   (losses) on securities (2)                 --         --           (439)              --          (439)
Total other comprehensive income (loss)                                                              (439)
  Total comprehensive income (loss)                                                                   (78)
- -------------------------------------------------------------------------------------------------------------
                BALANCE, DECEMBER 31, 1999    $6     $1,045          $(255)          $1,823        $2,619
- -------------------------------------------------------------------------------------------------------------
1998
Balance, December 31, 1997                    $6     $1,045          $ 179           $1,113        $2,343
Comprehensive income
  Net income                                  --         --             --              350           350
Other comprehensive income, net of tax
 (1):
  Changes in net unrealized capital gains
   on securities (2)                          --         --              5               --             5
Total other comprehensive income                                                                        5
  Total comprehensive income                                                                          355
Dividends                                                                                (1)           (1)
- -------------------------------------------------------------------------------------------------------------
                BALANCE, DECEMBER 31, 1998    $6     $1,045          $ 184           $1,462        $2,697
- -------------------------------------------------------------------------------------------------------------
1997
Balance, December 31, 1996                    $6     $1,045          $  30           $  811        $1,892
Comprehensive income
  Net income                                  --         --             --              302           302
Other comprehensive income, net of tax
 (1):
  Changes in net unrealized capital gains
   on securities (2)                          --         --            149               --           149
Total other comprehensive income                                                                      149
  Total comprehensive income                                                                          451
- -------------------------------------------------------------------------------------------------------------
                BALANCE, DECEMBER 31, 1997    $6     $1,045          $ 179           $1,113        $2,343
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Net unrealized capital gain (loss) on securities is reflected net of tax of
    $(236), $3 and $80, for the years ended December 31, 1999, 1998 and 1997,
    respectively.

(2) Net of reclassification adjustment for after-tax gains (losses) realized in
    net income of $(2), $(1) and $2 for the years ended December 31, 1999, 1998
    and 1997, respectively.

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-4
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED
                                                                       DECEMBER 31,
<S>                                                           <C>        <C>        <C>
- --------------------------------------------------------------------------------------------
<CAPTION>
                                                                1999       1998       1997
- --------------------------------------------------------------------------------------------
<S>                                                           <C>        <C>        <C>
                                                                      (in millions)
OPERATING ACTIVITIES
  Net income                                                  $   361    $   350    $   302
  Adjustments to reconcile net income to net cash provided
   by operating activities
  Depreciation and amortization                                   (18)       (23)         8
  Net realized capital losses (gains)                               4          2         (4)
  Loss due to commutation of reinsurance                           16         --         --
  (Increase) decrease in premiums receivable and agents'
   balances                                                       (18)         1        119
  (Decrease) increase in other liabilities                       (263)       (79)       223
  Change in receivables, payables, and accruals                   125         83        107
  (Decrease) increase in accrued taxes                           (163)        60        126
  Decrease (increase) in deferred income tax                      241       (118)        40
  Increase in deferred policy acquisition costs                  (358)      (439)      (555)
  Increase in future policy benefits                              797        536        585
  Increase in reinsurance recoverables                           (318)      (101)       (31)
  Other, net                                                      (81)        99         52
- --------------------------------------------------------------------------------------------
                   NET CASH PROVIDED BY OPERATING ACTIVITIES      325        371        972
- --------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Purchases of investments                                     (5,753)    (6,061)    (6,869)
  Sales of investments                                          6,383      4,901      4,256
  Maturity of investments                                       1,818      1,761      2,329
  Purchases of affiliates and other                               (25)        --         --
- --------------------------------------------------------------------------------------------
        NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES    2,423        601       (284)
- --------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Net disbursements for investment and universal life-type
   contracts charged against policyholder accounts             (2,710)    (1,009)      (677)
- --------------------------------------------------------------------------------------------
    Net cash used for financing activities                     (2,710)    (1,009)      (677)
- --------------------------------------------------------------------------------------------
  Net increase (decrease) in cash                                  38        (37)        11
  Cash -- beginning of year                                        17         54         43
- --------------------------------------------------------------------------------------------
  Cash -- end of year                                         $    55    $    17    $    54
- --------------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information:
  Net Cash Paid During the Year for:
  Income taxes                                                $   111    $   263    $     9
Noncash Investing Activities:
  In 1999, the Company's parent, Hartford Life and Accident Insurance Company, recaptured an
   in force block of individual life insurance previously ceded to the Company. This
   commutation resulted in a reduction in the Company's assets of $666, consisting of $556
   of invested assets, $99 of deferred policy acquisition costs and $11 of other assets.
   Liabilities decreased $650, consisting of $543 of other policyholder funds, $60 of future
   policy benefits and $47 of other liabilities. As a result, the Company recognized an
   after-tax loss relating to this transaction of $16.

  In 1998, due to the recapture of an in force block of business previously ceded to MBL
   Life Assurance Co. of New Jersey, reinsurance recoverables of $4,753 were exchanged for
   the fair value of assets comprised of $4,310 in policy loans and $443 in other net
   assets.
</TABLE>

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-5
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
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 ("Hartford Life Insurance Company" or the
"Company"), Hartford Life and Annuity Insurance Company (HLAI) and 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). In November 1998,
Hartford Life Insurance Company transferred in the form of a dividend, Hartford
Financial Services, LLC and its subsidiaries to HLA.

Pursuant to an initial public offering (the "IPO") on May 22, 1997, Hartford
Life sold 26 million shares of Class A Common Stock 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 outstanding promissory notes and
line of credit with the remaining $160 contributed by Hartford Life to its
insurance subsidiaries to support growth in its core businesses. Hartford Life
became a publicly traded company upon the sale of 26 million shares representing
approximately 18.6% of the equity ownership in Hartford Life.

Along with its parent, HLA, the Company is a leading financial services and
insurance company which provides (a) investment products such as individual
variable annuities and fixed market value adjusted annuities, mutual funds and
retirement plan services for savings and retirement needs; (b) life insurance
for income protection and estate planning; (c) employee benefits products such
as group life and disability insurance that is directly written by the Company
and is substantially ceded to its parent, HLA, and (d) corporate owned life
insurance.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PRESENTATION

These Consolidated Financial Statements are prepared on the basis of accounting
principles generally accepted in the United States, which differ materially from
the statutory accounting practices prescribed by various insurance regulatory
authorities. All material intercompany transactions and balances between
Hartford Life Insurance Company and its subsidiaries have been eliminated.

The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, 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) ADOPTION OF NEW ACCOUNTING STANDARDS

Effective January 1, 1999, Hartford Life Insurance Company adopted Statement of
Position (SOP) No. 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use". This SOP provides guidance on
accounting for the costs of internal use software and in determining whether the
software is for internal use. The SOP defines internal use software as software
that is acquired, internally developed, or modified solely to meet internal
needs and identifies stages of software development and accounting for the
related costs incurred during the stages. Adoption of this SOP did not have a
material impact on the Company's financial condition or results of operations.

Effective January 1, 1999, Hartford Life Insurance Company adopted SOP
No. 97-3, "Accounting by Insurance and Other Enterprises for Insurance-Related
Assessments". This SOP addresses accounting by insurance and other enterprises
for assessments related to insurance activities, including recognition,
measurement and disclosure of guaranty fund or other assessments. Adoption of
this SOP did not have a material impact 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) FUTURE ADOPTION OF NEW ACCOUNTING STANDARDS

In June 1999, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133". This statement amends SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", to defer its effective date for
one year, to fiscal years beginning after June 15, 2000. Initial

                                      F-6
<PAGE>
application for Hartford Life Insurance Company will begin January 1, 2001. SFAS
No. 133 establishes accounting and reporting guidance for derivative
instruments, including certain derivative instruments embedded in other
contracts. The standard requires, among other things, that all derivatives be
carried on the balance sheet at fair value. The standard also specifies hedge
accounting criteria under which a derivative can qualify for special accounting.
In order to receive special accounting, the derivative instrument must qualify
as either a hedge of the fair value or the variability of the cash flow of a
qualified asset or liability. Special accounting for qualifying hedges provides
for matching the timing of gain or loss recognition on the hedging instrument
with the recognition of the corresponding changes in value of the hedged item.
The Company has reviewed its derivative holdings and is in the process of
quantifying the impact of SFAS No. 133. The Company is also assessing what
actions, if any, need to be taken to minimize potential volatility, while at the
same time maintaining the economic protection needed to support the goals of its
business.

In October 1998, the American Institute of Certified Public Accountants (AICPA)
issued SOP No. 98-7, "Accounting for Insurance and Reinsurance Contracts That Do
Not Transfer Insurance Risk". This SOP provides guidance on the method of
accounting for insurance and reinsurance contracts that do not transfer
insurance risk, defined in the SOP as the deposit method. This SOP is effective
for financial statements for fiscal years beginning after June 15, 1999 and is
not expected to have a material impact on the Company's financial condition or
results of operations.

(D) REVENUE RECOGNITION

Revenues for investment products and universal life-type policies consist of
policy charges for policy administration, cost of insurance 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 ratably over the policy period.

(E) DIVIDENDS TO POLICYHOLDERS

Certain life insurance policies contain dividend payment provisions that enable
the policyholder to participate in the earnings on that participating block of
business of the life insurance subsidiaries of the Company. The participating
insurance in force accounted for 34%, 35% and 33% in 1999, 1998 and 1997,
respectively, of total insurance in force.

(F) INVESTMENTS

Hartford Life Insurance Company's investments in both fixed maturities, which
include bonds, redeemable preferred stock and commercial paper, and equity
securities, which include common and non-redeemable preferred stocks, are
classified as "available for sale" in accordance with SFAS No. 115, "Accounting
for Certain Investments in Debt and Equity Securities". Accordingly, these
securities are carried at fair value with the after-tax difference from cost
reflected in stockholder's equity as a component of accumulated other
comprehensive income. Policy loans are carried at outstanding balance which
approximates fair value. Other invested assets consist primarily of partnership
investments, which are accounted for by the equity method, and mortgage loans,
whereby the carrying value approximates fair value. 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. Net realized capital gains and losses,
excluding those related to immediate participation guaranteed contracts, 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
additional impairment, if necessary.

(G) DERIVATIVE INSTRUMENTS

HEDGE ACCOUNTING -- Hartford Life Insurance 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. Hartford Life Insurance Company does not hold or issue
derivative instruments for trading purposes. Hartford Life Insurance 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 No. 86-2, "Accounting for
Options" and various Emerging Issues Task Force 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. For a discussion of SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", issued in June
1998, see (c) Future Adoption of New Accounting Standards.

Derivative instruments must be designated at inception as a hedge and measured
for effectiveness both at inception

                                      F-7
<PAGE>
and on an ongoing basis. Hartford Life Insurance Company's correlation threshold
for hedge designation is 80% to 120%. If correlation, which is assessed monthly
or quarterly and measured based on a rolling three month average, falls outside
the 80% to 120% range, 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
they are 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.

FUTURES -- 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.

FORWARD COMMITMENTS -- 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 are recognized immediately in the Consolidated Statements of Income as
a component of net investment income.

OPTIONS -- 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 -- 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 earnings. 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.

INTEREST RATE CAPS AND FLOORS -- Premiums paid on purchased cap or floor
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 AND CURRENCY SWAPS CONTRACTS -- 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 adjustment
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

Hartford Life Insurance Company maintains separate account assets and
liabilities which are reported at fair value. Separate account assets are
segregated from other investments. Separate accounts reflect two categories of
risk assumption: non-guaranteed separate accounts, wherein the policyholder
assumes substantially all the investment risk and rewards, and guaranteed
separate accounts, 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 other expenses
associated with acquiring business, are deferred and amortized over the
estimated lives of the contracts, usually 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
charges, 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
re-estimated and adjusted by a cumulative charge or credit to income.

                                      F-8
<PAGE>
Acquisition costs and their related deferral are included in the Company's other
expenses as follows:

<TABLE>
<CAPTION>
                                                                     1999         1998        1997
<S>                                                                  <C>         <C>          <C>
                                                                     ------------------------------
Commissions                                                          $ 887       $1,069       $ 976
Deferred acquisition costs                                            (898)        (891)       (862)
Other                                                                  642          588         472
                                                                     ------------------------------
                                        TOTAL OTHER EXPENSES         $ 631       $  766       $ 586
                                                                     ------------------------------
</TABLE>

(J) FUTURE POLICY BENEFITS

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.

(K) OTHER POLICYHOLDER FUNDS

Other policyholder funds include reserves for investment contracts without life
contingencies, corporate owned life insurance and universal life insurance
contracts. These reserves are based on account values, which represent the
balance that accrues to the benefit of policyholders.

3. INVESTMENTS AND DERIVATIVE INSTRUMENTS

(A) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                                                         For the years ended
                                                                             December 31,
                                                                   --------------------------------
                                                                    1999         1998         1997
<S>                                                                <C>          <C>          <C>
                                                                   --------------------------------
Interest income from fixed maturities                              $  934       $  952       $  932
Interest income from policy loans                                     391          789          425
Income from other investments                                          48           32           26
                                                                   --------------------------------
Gross investment income                                             1,373        1,773        1,383
Less: Investment expenses                                              14           14           15
                                                                   --------------------------------
                                       NET INVESTMENT INCOME       $1,359       $1,759       $1,368
                                                                   --------------------------------
</TABLE>

(B) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)

<TABLE>
<CAPTION>
                                                                      For the years ended
                                                                          December 31,
                                                                   --------------------------
                                                                   1999       1998       1997
<S>                                                                <C>        <C>        <C>
                                                                   --------------------------
Fixed maturities                                                   $(7)       $(28)      $(7)
Equity securities                                                    2         21         12
Real estate and other                                                1          5         (1)
                                                                   --------------------------
                         NET REALIZED CAPITAL GAINS (LOSSES)       $(4)       $(2)       $ 4
                                                                   --------------------------
</TABLE>

(C) NET UNREALIZED CAPITAL GAINS (LOSSES) ON EQUITY SECURITIES

<TABLE>
<CAPTION>
                                                                      For the years ended
                                                                          December 31,
                                                                   --------------------------
                                                                   1999       1998       1997
<S>                                                                <C>        <C>        <C>
                                                                   --------------------------
Gross unrealized capital gains                                     $ 9        $ 2        $14
Gross unrealized capital losses                                     (2)        (1)        --
                                                                   --------------------------
Net unrealized capital gains                                         7          1         14
Deferred income tax expense                                          2         --          5
                                                                   --------------------------
Net unrealized capital gains, net of tax                             5          1          9
Balance -- beginning of year                                         1          9          8
                                                                   --------------------------
   NET CHANGE IN UNREALIZED CAPITAL GAINS (LOSSES) ON EQUITY
                                                  SECURITIES       $ 4        $(8)       $ 1
                                                                   --------------------------
</TABLE>

                                      F-9
<PAGE>
(D) NET UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED MATURITIES

<TABLE>
<CAPTION>
                                                                       For the years ended
                                                                           December 31,
                                                                   ----------------------------
                                                                   1999        1998        1997
<S>                                                                <C>         <C>         <C>
                                                                   ----------------------------
Gross unrealized capital gains                                     $  48       $ 421       $371
Gross unrealized capital losses                                     (472)       (108)       (80)
Unrealized capital (gains) losses credited to policyholders           24         (32)       (30)
                                                                   ----------------------------
Net unrealized capital gains (losses)                               (400)        281        261
Deferred income tax expense (benefit)                               (140)         98         91
                                                                   ----------------------------
Net unrealized capital gains (losses), net of tax                   (260)        183        170
Balance -- beginning of year                                         183         170         22
                                                                   ----------------------------
    NET CHANGE IN UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED
                                                  MATURITIES       $(443)      $  13       $148
                                                                   ----------------------------
</TABLE>

(E) FIXED MATURITY INVESTMENTS

<TABLE>
<CAPTION>
                                                                              As of December 31, 1999
                                                                   ---------------------------------------------
                                                                                Gross       Gross
                                                                   Amortized  Unrealized  Unrealized
                                                                     Cost       Gains       Losses    Fair Value
<S>                                                                <C>        <C>         <C>         <C>
                                                                   ---------------------------------------------
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored)                                         $   180      $ 5        $  (3)     $   182
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored) -- asset backed                           1,094        5          (35)       1,064
States, municipalities and political subdivisions                       155        2           (1)         156
Foreign governments                                                     289        6          (14)         281
Public utilities                                                        865        7          (39)         833
All other corporate, including international                          5,646       18         (244)       5,420
All other corporate -- asset backed                                   4,103        5         (123)       3,985
Short-term investments                                                1,156       --           --        1,156
Certificates of deposit                                                 434       --          (12)         422
Redeemable preferred stock                                                1       --           (1)          --
                                                                   ---------------------------------------------
                                           TOTAL FIXED MATURITIES   $13,923      $48        $(472)     $13,499
                                                                   ---------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                              As of December 31, 1998
                                                                   ---------------------------------------------
                                                                                Gross       Gross
                                                                   Amortized  Unrealized  Unrealized
                                                                     Cost       Gains       Losses    Fair Value
<S>                                                                <C>        <C>         <C>         <C>
                                                                   ---------------------------------------------
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored)                                         $   121      $  2       $  --      $   123
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored) -- asset backed                           1,001        23          (8)       1,016
States, municipalities and political subdivisions                       165         8          --          173
Foreign governments                                                     393        26          (7)         412
Public utilities                                                        844        33          (3)         874
All other corporate, including international                          5,469       260         (42)       5,687
All other corporate -- asset backed                                   4,155        58         (42)       4,171
Short-term investments                                                1,847        --          --        1,847
Certificates of deposit                                                 510        11          (6)         515
                                                                   ---------------------------------------------
                                           TOTAL FIXED MATURITIES   $14,505      $421       $(108)     $14,818
                                                                   ---------------------------------------------
</TABLE>

The amortized cost and estimated fair value of fixed maturity investments as of
December 31, 1999 by estimated maturity year are shown below. Expected
maturities differ from contractual maturities due to call or prepayment
provisions. Asset backed securities, including mortgage backed securities and
collateralized mortgage obligations, are distributed to maturity year based on
the Company's estimates of the rate of future prepayments of principal over the
remaining lives of the securities. These estimates are developed using
prepayment speeds provided in broker consensus

                                      F-10
<PAGE>
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.

<TABLE>
<CAPTION>
                                                      Amortized
                                                        Cost            Fair Value
<S>                                                   <C>               <C>
                                                      ----------------------------
MATURITY
One year or less                                       $ 2,454           $ 2,440
Over one year through five years                         4,874             4,787
Over five years through ten years                        3,072             2,940
Over ten years                                           3,523             3,332
                                                      ----------------------------
                                               TOTAL   $13,923           $13,499
                                                      ----------------------------
</TABLE>

(F) SALES OF FIXED MATURITY AND EQUITY SECURITY INVESTMENTS

Sales of fixed maturities, excluding short-term fixed maturities, for the years
ended December 31, 1999, 1998 and 1997 resulted in proceeds of $3.4 billion,
$3.2 billion and $4.2 billion, gross realized capital gains of $153, $103 and
$169, gross realized capital losses (including writedowns) of $160, $131 and
$176, respectively. Sales of equity security investments for the years ended
December 31, 1999, 1998 and 1997 resulted in proceeds of $7, $35 and $132 and
gross realized capital gains of $2, $21 and $12, respectively, and no gross
realized capital losses for all periods.

(G) CONCENTRATION OF CREDIT RISK

The Company is not exposed to any significant concentration of credit risk in
fixed maturities of a single issuer greater than 10% of stockholder's equity.

(H) DERIVATIVE INSTRUMENTS

Hartford Life Insurance 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. 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 $5.5
billion and $6.2 billion ($3.9 billion and $3.9 billion related to the Company's
investments, $1.6 billion and $2.3 billion on the Company's liabilities) as of
December 31, 1999 and 1998, respectively.

The tables below provide a summary of derivative instruments held by Hartford
Life Insurance Company as of December 31, 1999 and 1998, segregated by major
investment and liability category:

                                      F-11
<PAGE>

<TABLE>
<CAPTION>
                                                          1999 -- Amount Hedged (Notional Amounts)
                                     ----------------------------------------------------------------------------------
                                      Total    Issued    Purchased                 Interest Rate   Foreign      Total
                                     Carrying  Caps &   Caps, Floors                  Swaps &      Currency   Notional
           ASSETS HEDGED              Value    Floors    & Options    Futures (1)    Forwards     Swaps (2)    Amount
<S>                                  <C>       <C>      <C>           <C>          <C>            <C>         <C>
                                     ----------------------------------------------------------------------------------
Asset backed securities (excluding
 anticipatory)                       $ 5,049   $   --      $   --        $   --       $  911          $--      $  911
Anticipatory (3)                          --       --          --             5          112           --         117
Other bonds and notes                  7,294      494         611            --        1,676           80       2,861
Short-term investments                 1,156       --          --            --           --           --          --
                                     ----------------------------------------------------------------------------------
             TOTAL FIXED MATURITIES   13,499      494         611             5        2,699           80       3,889
Equity securities, policy loans and
 other investments                     4,585       --          --            --           --           --          --
                                     ----------------------------------------------------------------------------------
                  TOTAL INVESTMENTS  $18,084      494         611             5        2,699           80       3,889
                                     ----------------------------------------------------------------------------------
           OTHER POLICYHOLDER FUNDS  $16,004       --       1,150            --          430           --       1,580
                                     ----------------------------------------------------------------------------------
    TOTAL DERIVATIVE INSTRUMENTS --
                     NOTIONAL VALUE            $  494      $1,761        $    5       $3,129          $80      $5,469
                                     ----------------------------------------------------------------------------------
    TOTAL DERIVATIVE INSTRUMENTS --
                         FAIR VALUE            $  (22)     $    8        $   --       $  (30)         $ 2      $  (42)
                                     ----------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                        1998 -- Amount Hedged (Notional Amounts)
                                     -------------------------------------------------------------------------------
                                      Total    Issued    Purchased                Interest Rate   Foreign    Total
                                     Carrying  Caps &     Caps &                     Swaps &     Currency   Notional
           ASSETS HEDGED              Value    Floors     Floors     Futures (1)    Forwards     Swaps (2)   Amount
<S>                                  <C>       <C>      <C>          <C>          <C>            <C>        <C>
                                     -------------------------------------------------------------------------------
Asset backed securities (excluding
 anticipatory)                       $ 5,187   $   44     $  243         $ 3         $  885         $--      $1,175
Anticipatory (3)                          --       --         --          --            235          --         235
Other bonds and notes                  7,683      461        597          18          1,300          90       2,466
Short-term investments                 1,948       --         --          --             --          --          --
                                     -------------------------------------------------------------------------------
             TOTAL FIXED MATURITIES   14,818      505        840          21          2,420          90       3,876
Equity securities, policy loans and
 other investments                     6,979       --         --          --             --          --          --
                                     -------------------------------------------------------------------------------
                  TOTAL INVESTMENTS  $21,797      505        840          21          2,420          90       3,876
                                     -------------------------------------------------------------------------------
           OTHER POLICYHOLDER FUNDS  $19,615       --      1,150          --          1,195          --       2,345
                                     -------------------------------------------------------------------------------
    TOTAL DERIVATIVE INSTRUMENTS --
                     NOTIONAL VALUE            $  505     $1,990         $21         $3,615         $90      $6,221
                                     -------------------------------------------------------------------------------
    TOTAL DERIVATIVE INSTRUMENTS --
                         FAIR VALUE            $   (6)    $   19         $--         $   27         $(7)     $   33
                                     -------------------------------------------------------------------------------
</TABLE>

    (1) As of December 31, 1999 and 1998, approximately 100% and 5%,
respectively, of the notional futures contracts expire within one year.

    (2) As of December 31, 1999 and 1998, approximately 28% and 11%,
respectively, of foreign currency swaps expire within one year.

    (3) 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. As of December 31, 1999, the Company had $1.4 of net
deferred losses on interest rate swaps and futures. The Company expects to basis
adjust the entire loss in 2000. During 1999, $0.2 of new future activity was
basis adjusted. As of December 31, 1998, the Company had no deferred gains for
interest rate swaps.

                                      F-12
<PAGE>
The following is a reconciliation of notional amounts by derivative type and
strategy as of December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                            BY DERIVATIVE TYPE
<S>                                                <C>               <C>          <C>                   <C>
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                   December 31, 1998                     Maturities/         December 31, 1999
                                                    Notional Amount    Additions      Terminations (1)        Notional Amount
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                 <C>            <C>                    <C>
        Caps                                             $1,912          $   --            $  148                  $1,764
        Floors                                              583              --               178                     405
        Swaps/Forwards                                    3,705             991             1,487                   3,209
        Futures                                              21             292               308                       5
        Options                                              --              86                --                      86
- -------------------------------------------------------------------------------------------------------------------------------
                                        TOTAL            $6,221          $1,369            $2,121                  $5,469
- -------------------------------------------------------------------------------------------------------------------------------

                                                                                   BY STRATEGY
- -------------------------------------------------------------------------------------------------------------------------------
        Liability                                        $2,345          $   17            $  782                  $1,580
        Anticipatory                                        235             204               322                     117
        Asset                                             2,398             831               427                   2,802
        Portfolio                                         1,243             317               590                     970
- -------------------------------------------------------------------------------------------------------------------------------
                                        TOTAL            $6,221          $1,369            $2,121                  $5,469
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

    (1) During 1999, the Company had no significant gains or losses on
terminations of hedge positions using derivative financial instruments.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS 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. Hartford
Life Insurance Company uses the following methods and assumptions in estimating
the fair value of each class of financial instrument.

Fair value for fixed maturities and marketable equity securities approximates
those quotations published by applicable stock exchanges or received from other
reliable sources.

For policy loans, carrying amounts approximate fair value.

Other invested assets consist primarily of partnership investments, which are
accounted for by the equity method, and mortgage loans, whereby the carrying
value approximates fair value.

Other policyholder funds fair value information is determined by estimating
future cash flows, discounted at the current market rate.

The fair value of derivative financial instruments, including swaps, caps,
floors, futures, options and forward commitments, is determined using a pricing
model which is similar to external valuation models.

The carrying amount and fair values of Hartford Life Insurance Company's
financial instruments as of December 31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                                                               1999               1998
                                                         ------------------------------------
                                                         Carrying   Fair    Carrying   Fair
                                                          Amount    Value    Amount    Value
<S>                                                      <C>       <C>      <C>       <C>
                                                         ------------------------------------
ASSETS
  Fixed maturities                                       $13,499   $13,499  $14,818   $14,818
  Equity securities                                           56        56       31        31
  Policy loans                                             4,187     4,187    6,684     6,684
  Other investments                                          342       348      264       309
LIABILITIES
  Other policyholder funds (1)                            11,734    11,168   11,709    11,726
                                                         ------------------------------------
</TABLE>

    (1) Excludes corporate owned life insurance and universal life insurance
contracts.

                                      F-13
<PAGE>
5. SEPARATE ACCOUNTS

Hartford Life Insurance Company maintained separate account assets and
liabilities totaling $110.4 billion and $90.3 billion as of December 31, 1999
and 1998, respectively, which are reported at fair value. Separate account
assets, which are segregated from other investments, reflect two categories of
risk assumption: non-guaranteed separate accounts totaling $101.7 billion and
$80.6 billion as of December 31, 1999 and 1998, respectively, wherein the
policyholder assumes substantially all the investment risk, and guaranteed
separate accounts totaling $8.7 and $9.7 billion as of December 31, 1999 and
1998, respectively, wherein Hartford Life Insurance Company contractually
guarantees either a minimum return or account value to the policyholder.
Included in non-guaranteed separate account assets were policy loans totaling
$860 and $1.8 billion as of December 31, 1999 and 1998, 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 and other revenues were $1.1 billion, $908 and
$699 in 1999, 1998 and 1997, respectively. The guaranteed separate accounts
include fixed market value adjusted (MVA) individual annuities and modified
guaranteed life insurance. The average credited interest rate on these contracts
was 6.5% and 6.6% as of December 31, 1999 and 1998, respectively. The assets
that support these liabilities were comprised of $8.7 billion and $9.5 billion
in fixed maturities as of December 31, 1999 and 1998, respectively, and $0.2
billion of other invested assets as of December 31, 1998. 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 $(96) and $40 in carrying value and $2.0 billion and
$3.5 billion in notional amounts as of December 31, 1999 and 1998, respectively.

6. STATUTORY RESULTS

<TABLE>
<CAPTION>
                                                                       For the years ended December 31,
                                                                     ------------------------------------
                                                                      1999           1998           1997
<S>                                                                  <C>            <C>            <C>
                                                                     ------------------------------------
Statutory net income                                                 $  151         $  211         $  214
                                                                     ------------------------------------
Statutory capital and surplus                                        $1,905         $1,676         $1,441
                                                                     ------------------------------------
</TABLE>

A significant percentage of the consolidated statutory surplus is permanently
reinvested or is subject to various state regulatory restrictions which limit
the payment of dividends without prior approval. The total amount of statutory
dividends which may be paid by the insurance subsidiaries of the Company in
2000, without prior regulatory approval, is estimated to be $190.

Hartford Life Insurance Company and its domestic insurance subsidiaries prepare
their statutory financial statements in accordance with accounting practices
prescribed by the applicable state of domicile. Prescribed statutory accounting
practices include publications of the National Association of Insurance
Commissioners (NAIC), as well as state laws, regulations and general
administrative rules.

The NAIC adopted the Codification of Statutory Accounting Principles (SAP) in
March 1998. The proposed effective date for the statutory accounting guidance is
January 1, 2001. It is expected that Hartford Life Insurance Company's
domiciliary state will adopt the SAP and the Company will make the necessary
changes required for implementation. The Company has not yet determined the
impact that the SAP will have on the statutory financial statements of Hartford
Life Insurance Company and its insurance subsidiaries.

7. STOCK COMPENSATION PLANS

Hartford Life Insurance Company's employees are included in the 1997 Hartford
Life, Inc. Incentive Stock Plan (the "Plan"), which was adopted during the
second quarter of 1997. Under the Plan, options granted may be either non-
qualified options or incentive stock options qualifying under Section 422A of
the Internal Revenue Code, stock appreciation rights, performance shares or
restricted stock, or any combination of the foregoing. 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 and Class B Common Stock
and treasury stock as reported in the Annual Report on Hartford Life's Form 10-K
of the Company for the preceding year plus unused portions of such limit from
prior years.

In addition, no more than 5 million 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 awards. Performance shares
awards of common stock granted under the Plan become payable upon the attainment
of specific performance goals achieved over a three year period.

                                      F-14
<PAGE>
All options granted have an exercise price equal to the market price of the
Company's stock on the date of grant and an option's maximum term is ten years.
Certain non-performance 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 non-performance based options
become exercisable over a three year period commencing with the date of grant.

During the second quarter of 1997, Hartford Life established the Hartford Life,
Inc. 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 120,694, 121,943 and 54,316
shares under the ESPP in 1999, 1998 and 1997, respectively. The weighted average
fair value of the discount under the ESPP was $7.48 per share in 1999, $13.74
per share in 1998 and $9.63 per share in 1997.

8. POSTRETIREMENT BENEFIT AND SAVINGS PLANS

(A) PENSION PLANS

Hartford Life Insurance 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 $6 in both 1999 and
1998, and $5 in 1997.

The Company also provides, through The Hartford, certain health care and life
insurance benefits for eligible retired employees. A substantial portion of the
Company's employees may become eligible for these benefits upon retirement. The
Company's contribution for health care benefits will depend on the retiree's
date of retirement and years of service. In addition, the plan has a defined
dollar cap which limits average Company contributions. The Company has prefunded
a portion of the health care and life insurance obligations through trust funds
where such prefunding can be accomplished on a tax effective basis.
Postretirement health care and life insurance benefits expense, allocated by The
Hartford, was immaterial to the results of operations for 1999, 1998 and 1997.

The assumed rate in the per capita cost of health care (the health care trend
rate) was 7.1% for 1999, decreasing ratably to 5.0% in the year 2003. Increasing
or decreasing 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 Hartford Life Insurance Company for the above-mentioned
plan was approximately $4 in both 1999 and 1998, and $2 in 1997.

9. REINSURANCE

Hartford Life Insurance Company cedes insurance to other insurers in order to
limit its maximum losses. Such transfer does not relieve Hartford Life Insurance
Company of its primary liability. Failure of reinsurers to honor their
obligations could result in losses to Hartford Life Insurance Company. Hartford
Life Insurance Company reduces this risk by evaluating the financial condition
of reinsurers, and monitoring for possible concentrations of credit risk.
Hartford Life Insurance Company has no significant reinsurance related
concentrations of credit risk.

The Company records a receivable for the portion of reinsured benefits paid and
insurance liabilities. Reinsurance recoveries on ceded reinsurance contracts
were $397, $300 and $418 for the years ended December 31, 1999, 1998 and 1997,
respectively. Hartford Life Insurance Company also assumes insurance from other
insurers.

The effect of reinsurance on premiums and other considerations is summarized as
follows:

<TABLE>
<CAPTION>
                                                                       For the years ended December 31,
                                                                     ------------------------------------
                                                                      1999           1998           1997
<S>                                                                  <C>            <C>            <C>
                                                                     ------------------------------------
Direct premiums and other considerations                             $2,660         $2,722         $2,164
Reinsurance assumed                                                      95            150            159
Reinsurance ceded                                                      (710)          (654)          (686)
                                                                     ------------------------------------
                           PREMIUMS AND OTHER CONSIDERATIONS         $2,045         $2,218         $1,637
                                                                     ------------------------------------
</TABLE>

                                      F-15
<PAGE>
Hartford Life Insurance Company maintains certain reinsurance agreements with
HLA, whereby the Company cedes both group life and group accident and health
risk. Under these treaties, the Company ceded group life premium of $119, $132
and $80 in 1999, 1998 and 1997, respectively, and accident and health premium of
$430, $379, and $335, respectively, to HLA.

Pursuant to a reinsurance agreement dating back to 1992, the Company assumed
100% of certain blocks of individual life insurance from HLA. Under this
reinsurance agreement Hartford Life Insurance Company assumed $9, $13 and $18 of
premium from HLA in 1999, 1998 and 1997, respectively. On December 1, 1999, HLA
recaptured this in force block of individual life insurance previously ceded to
the Company. This commutation resulted in a reduction in the Company's assets of
$666, consisting of $556 of invested assets, $99 of deferred policy acquisition
costs and $11 of other assets. Liabilities decreased $650, consisting of $543 of
other policyholder funds, $60 of future policy benefits and $47 of other
liabilities. As a result, the Company recognized an after-tax loss relating to
this transaction of $16.

In 1998, the Hartford Life recaptured an in force block of Corporate Owned Life
Insurance (COLI) business previously ceded to MBL Assurance Co. of New Jersey
(MBL Life). The transaction was consummated through an assignment of a
reinsurance arrangement between Hartford Life and MBL Life to a Hartford Life
subsidiary. Hartford Life originally assumed the life insurance block in 1992
from Mutual Benefit Life, which was placed in court-supervised rehabilitation in
1991, and reinsured a portion of those policies back to MBL Life. This recapture
was effective January 1, 1998 and resulted in a decrease in ceded premiums and
other considerations of $163 in 1998. Additionally, this transaction resulted in
a decrease in reinsurance recoverables of $4.8 billion, which was exchanged for
the fair value of assets comprised of $4.3 billion in policy loans and $443 in
other net assets.

10. 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 own 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. It is the intention of The
Hartford and its non-life subsidiaries to file a single consolidated federal
income tax return. The life insurance companies will file a separate
consolidated federal income tax return for 1997 and 1998 and intend to file a
separate consolidated federal income tax return for 1999. The Company's
effective tax rate was 35%, 35% and 36% in 1999, 1998 and 1997, respectively.

Income tax expense (benefit) is as follows:

<TABLE>
<CAPTION>
                                                                          For the years ended
                                                                              December 31,
                                                                     ------------------------------
                                                                     1999         1998         1997
<S>                                                                  <C>          <C>          <C>
                                                                     ------------------------------
Current                                                              $(50)        $307         $162
Deferred                                                              241         (119)           5
                                                                     ------------------------------
                                          INCOME TAX EXPENSE         $191         $188         $167
                                                                     ------------------------------
</TABLE>

A reconciliation of the tax provision at the U.S. federal statutory rate to the
provision (benefit) for income taxes is as follows:

<TABLE>
<CAPTION>
                                                                          For the years ended
                                                                              December 31,
                                                                     ------------------------------
                                                                     1999         1998         1997
<S>                                                                  <C>          <C>          <C>
                                                                     ------------------------------
Tax provision at the U.S. federal statutory rate                     $193         $188         $164
Other                                                                  (2)          --            3
                                                                     ------------------------------
                                                       TOTAL         $191         $188         $167
                                                                     ------------------------------
</TABLE>

Deferred tax assets (liabilities) include the following as of December 31:

<TABLE>
<CAPTION>
                                                                      1999    1998
<S>                                                           <C>     <C>     <C>
                                                              ---------------------
Tax basis deferred policy acquisition costs                           $ 720   $ 751
Financial statement deferred policy acquisition costs and
 reserves                                                                11     103
Employee benefits                                                        (3)      4
Net unrealized capital losses (gains) on securities                     138     (98)
Investments and other                                                  (407)   (296)
                                                              ---------------------
                                                       TOTAL          $ 459   $ 464
                                                              ---------------------
</TABLE>

                                      F-16
<PAGE>
Hartford Life Insurance Company had a current tax receivable of $56 as of
December 31, 1999 and a current tax payable of $65 as of December 31, 1998.

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, based on current tax law,
will be taxable in the future only under conditions which management considers
to be remote; therefore, no federal income taxes have been provided on the
balance in this account, which for tax return purposes was $104 as of December
31, 1999.

11. RELATED PARTY TRANSACTIONS

Transactions of the Company with 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 $47 in both 1999 and 1998 and $39 in 1997.

12. COMMITMENTS AND CONTINGENT LIABILITIES

(A) LITIGATION

Hartford Life Insurance Company is involved in pending and threatened litigation
in the normal course of its business in which claims for alleged economic and
punitive damages have been asserted. Some of these cases have been filed as
purported class actions and some cases have been filed in certain jurisdictions
that permit punitive damage awards disproportionate to the actual damages
incurred. Although there can be no assurances, at the present time the Company
does not anticipate that the ultimate liability arising from such pending or
threatened litigation, after consideration of provisions made for estimated
losses and costs of defense, will have a material adverse 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. Part of the assessments paid
by the Company and its subsidiaries pursuant to these laws may be used as
credits for a portion of the associated premium taxes. The Company paid guaranty
fund assessments of approximately $2, $9 and $15 in 1999, 1998 and 1997,
respectively, of which $1 in 1999 and $4 in both 1998 and 1997 were estimated to
be creditable against premium taxes.

(C) LEASES

The rent paid to Hartford Fire for space occupied by the Company was $9 in 1999
and $7 in both 1998 and 1997. Future minimum rental commitments are as follows:

<TABLE>
<S>                                                           <C>
2000                                                          $     14
2001                                                                14
2002                                                                13
2003                                                                12
2004                                                                12
Thereafter                                                          62
                                                              --------
                                                       TOTAL  $    127
                                                              --------
</TABLE>

The principal executive offices of Hartford Life Insurance Company, together
with its parent, are located in Simsbury, Connecticut. Rental expense is
recognized on a level basis over the term of the primary sublease for the
facility located in Simsbury, Connecticut, which expires on December 31, 2009,
and amounted to approximately $9 in each of the years ended December 31, 1999,
1998 and 1997.

(D) TAX MATTERS

Hartford Life's federal income tax returns are routinely audited by the Internal
Revenue Service. Hartford Life's 1996-1997 federal income tax returns are
currently under audit by the Internal Revenue Service. Management believes that
sufficient provision has been made in the financial statements for issues that
may result from tax examinations and other tax related matters for all open tax
years.

                                      F-17
<PAGE>
13. SEGMENT INFORMATION

Hartford Life Insurance Company is organized into three reportable operating
segments which include Investment Products, Individual Life and Corporate Owned
Life Insurance (COLI). Investment Products offers individual fixed and variable
annuities, mutual funds, retirement plan services other investment products.
Individual Life sells a variety of life insurance products, including variable
life, universal life, interest sensitive whole life and term life insurance.
COLI primarily offers variable products used by employers to fund non-qualified
benefits or other post-employment benefit obligations as well as leveraged COLI.
The Company includes in "Other" corporate items not directly allocable to any of
its reportable operating segments, as well as certain employee benefit products
including group life and disability insurance that is directly written by the
Company and is substantially ceded to its parent, HLA.

The accounting policies of the reportable operating segments are the same as
those described in the summary of significant accounting policies in Note 2.
Hartford Life Insurance Company evaluates performance of its segments based on
revenues, net income and the segment's return on allocated capital. The Company
charges direct operating expenses to the appropriate segment and allocates the
majority of indirect expenses to the segments based on an intercompany expense
arrangement. Intersegment revenues are not significant and primarily occur
between corporate and the operating segments. These amounts include interest
income on allocated surplus and the amortization of net realized capital gains
and losses through net investment income utilizing the duration of the segment's
investment portfolios. The Company's revenues are primarily derived from
customers within the United States. The Company's long-lived assets primarily
consist of deferred policy acquisition costs and deferred tax assets from within
the United States. The following tables outlines summarized financial
information concerning the Company's segments.

<TABLE>
<CAPTION>
                                                         Investment  Individual
1999                                                      Products      Life       COLI    Other    Total
<S>                                                      <C>         <C>         <C>       <C>     <C>
                                                         --------------------------------------------------
Total revenues                                            $  1,884     $  574    $   830   $  112  $  3,400
Net investment income                                          699        169        431       60     1,359
Amortization of deferred policy acquisition costs              411        128         --       --       539
Income tax expense (benefit)                                   159         37         15      (20)      191
Net income (loss)                                              300         68         28      (35)      361
Assets                                                     106,352      5,962     20,198    2,453   134,965
</TABLE>

<TABLE>
<CAPTION>
                                                         Investment  Individual
1998                                                      Products      Life       COLI    Other    Total
<S>                                                      <C>         <C>         <C>       <C>     <C>
                                                         --------------------------------------------------
Total revenues                                             $ 1,779     $  543    $ 1,567   $   86  $  3,975
Net investment income                                          736        181        793       49     1,759
Amortization of deferred policy acquisition costs              326        105         --       --       431
Income tax expense (benefit)                                   145         35         12       (4)      188
Net income (loss)                                              270         64         24       (8)      350
Assets                                                      87,207      5,228     22,631    3,197   118,263
</TABLE>

<TABLE>
<CAPTION>
                                                         Investment  Individual
1997                                                      Products      Life       COLI    Other    Total
<S>                                                      <C>         <C>         <C>       <C>     <C>
                                                         -------------------------------------------------
Total revenues                                             $ 1,510     $  487    $   980   $   32  $ 3,009
Net investment income                                          739        164        429       36    1,368
Amortization of deferred policy acquisition costs              250         83         --        2      335
Income tax expense                                             111         30         15       11      167
Net income                                                     206         55         27       14      302
Assets                                                      72,288      4,914     17,800    2,743   97,745
</TABLE>

14. QUARTERLY RESULTS FOR 1999 AND 1998 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   Three Months Ended
<S>                                  <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
                                         March 31,           June 30,          September 30,       December 31,
                                     ------------------------------------------------------------------------------
                                       1999      1998      1999      1998      1999      1998      1999       1998
                                     ------------------------------------------------------------------------------
Revenues                               $838      $915      $853      $721      $846      $826      $863     $1,513
Benefits, claims and expenses           703       787       722       591       695       688       728      1,371
Net income                               88        83        85        85       100        89        88         93
</TABLE>

                                      F-18
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                      SCHEDULE I -- SUMMARY OF INVESTMENTS
                      OTHER THAN INVESTMENTS IN AFFILIATES
                            AS OF DECEMBER 31, 1999
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                         Amount at
                                                                             Fair       which shown
                                          Type of Investment       Cost      Value    on Balance Sheet
<S>                                                               <C>       <C>       <C>
                                                                  ------------------------------------
FIXED MATURITIES
Bonds and Notes
  U.S. Government and Government agencies and authorities
   (guaranteed and sponsored)                                     $   180   $   182       $   182
  U.S. Government and Government agencies and authorities
   (guaranteed and sponsored) -- asset backed                       1,094     1,064         1,064
  States, municipalities and political subdivisions                   155       156           156
  Foreign governments                                                 289       281           281
  Public utilities                                                    865       833           833
  All other corporate, including international                      5,646     5,420         5,420
  All other corporate -- asset backed                               4,103     3,985         3,985
  Short-term investments                                            1,156     1,156         1,156
  Certificates of deposit                                             434       422           422
  Redeemable preferred stock                                            1        --            --
                                                                  ------------------------------------
                                      TOTAL FIXED MATURITIES       13,923    13,499        13,499
                                                                  ------------------------------------

EQUITY SECURITIES
 Common Stocks
  Industrial and miscellaneous                                         49        56            56
                                                                  ------------------------------------
                                     TOTAL EQUITY SECURITIES           49        56            56
                                                                  ------------------------------------
                TOTAL FIXED MATURITIES AND EQUITY SECURITIES       13,972    13,555        13,555
                                                                  ------------------------------------
Policy Loans                                                        4,187     4,187         4,187
                                                                  ------------------------------------
OTHER INVESTMENTS
  Mortgage loans on real estate                                       198       198           198
  Other invested assets                                               127       150           144
                                                                  ------------------------------------
                                     TOTAL OTHER INVESTMENTS          325       348           342
                                                                  ------------------------------------
                                           TOTAL INVESTMENTS      $18,484   $18,090       $18,084
                                                                  ------------------------------------
</TABLE>

                                      S-1
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
              SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN MILLIONS)
<TABLE>
<CAPTION>
                                                                                                         Net      Benefits,
                                  Deferred                                                             Realized   Claims and
                                   Policy       Future       Other          Premiums         Net       Capital      Claim
                                 Acquisition    Policy    Policyholder     and Other      Investment    Gains     Adjustment
Segment                             Costs      Benefits      Funds       Considerations     Income     (Losses)    Expenses
<S>                              <C>           <C>        <C>            <C>              <C>          <C>        <C>
                                 -------------------------------------------------------------------------------------------

1999
Investment Products                $3,099       $2,744      $ 8,859          $1,185         $  699       $--        $  660
Individual Life                       914          270        1,880             405            169        --           254
Corporate Owned Life Insurance         --          321        5,244             399            431        --           621
Other                                  --          997           21              56             60        (4)           39
                                 -------------------------------------------------------------------------------------------
 CONSOLIDATED OPERATIONS           $4,013       $4,332      $16,004          $2,045         $1,359       $(4)       $1,574
                                 -------------------------------------------------------------------------------------------
1998
                                 -------------------------------------------------------------------------------------------
Investment Products                $2,823       $2,407      $ 9,194          $1,043         $  736       $--        $  670
Individual Life                       931          466        2,307             363            181        (1)          262
Corporate Owned Life Insurance         --          225        8,097             774            793        --           924
Other                                  --          497           17              38             49        (1)           55
                                 -------------------------------------------------------------------------------------------
 CONSOLIDATED OPERATIONS           $3,754       $3,595      $19,615          $2,218         $1,759       $(2)       $1,911
                                 -------------------------------------------------------------------------------------------
1997
                                 -------------------------------------------------------------------------------------------
Investment Products                $2,478       $2,070      $ 9,620          $  771         $  739       $--        $  677
Individual Life                       837          392        2,182             323            164        --           242
Corporate Owned Life Insurance         --           56        9,259             551            429        --           439
Other                                  --          541          (27)             (8)            36         4            21
                                 -------------------------------------------------------------------------------------------
 CONSOLIDATED OPERATIONS           $3,315       $3,059      $21,034          $1,637         $1,368       $ 4        $1,379
                                 -------------------------------------------------------------------------------------------

<CAPTION>
                                 Amortization
                                 of Deferred
                                    Policy
                                 Acquisition    Dividends to     Other
Segment                             Costs       Policyholders   Expenses
<S>                              <C>            <C>             <C>
                                 ---------------------------------------
1999
Investment Products                  $411           $ --          $354
Individual Life                       128             --            87
Corporate Owned Life Insurance         --            104            62
Other                                  --             --           128
                                 ---------------------------------------
 CONSOLIDATED OPERATIONS             $539           $104          $631
                                 ---------------------------------------
1998
                                 ---------------------------------------
Investment Products                  $326           $ --          $368
Individual Life                       105             --            77
Corporate Owned Life Insurance         --            329           278
Other                                  --             --            43
                                 ---------------------------------------
 CONSOLIDATED OPERATIONS             $431           $329          $766
                                 ---------------------------------------
1997
                                 ---------------------------------------
Investment Products                  $250           $ --          $266
Individual Life                        83             --            77
Corporate Owned Life Insurance         --            240           259
Other                                   2             --           (16)
                                 ---------------------------------------
 CONSOLIDATED OPERATIONS             $335           $240          $586
                                 ---------------------------------------
</TABLE>

                                      S-2
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                           SCHEDULE IV -- REINSURANCE
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                                     Percentage
                                          Gross        Ceded to        Assumed From       Net        of Amount
                                          Amount    Other Companies   Other Companies    Amount    Assumed to Net
<S>                                      <C>        <C>               <C>               <C>        <C>
                                         ------------------------------------------------------------------------
FOR THE YEAR ENDED
 DECEMBER 31, 1999
Life insurance in force                  $307,970      $131,162           $11,785       $188,593         6.2%
PREMIUMS AND OTHER CONSIDERATIONS
Life insurance and annuities             $  2,212      $    275           $    84       $  2,021         4.2%
Accident and health insurance                 448           435                11             24        45.8%
                                         ------------------------------------------------------------------------
TOTAL PREMIUMS AND OTHER CONSIDERATIONS  $  2,660      $    710           $    95       $  2,045         4.6%
                                         ------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
                                         ------------------------------------------------------------------------
Life insurance in force                  $326,400      $200,782           $18,289        143,907        12.7%
                                         ------------------------------------------------------------------------
PREMIUMS AND OTHER CONSIDERATIONS
Life insurance and annuities             $  2,329      $    271               142       $  2,200         6.5%
Accident and health insurance                 393           383                 8             18        44.4%
                                         ------------------------------------------------------------------------
TOTAL PREMIUMS AND OTHER CONSIDERATIONS  $  2,722      $    654               150       $  2,218         6.8%
                                         ------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
                                         ------------------------------------------------------------------------
Life insurance in force                  $245,487      $178,771           $33,156       $ 99,872        33.2%
                                         ------------------------------------------------------------------------
PREMIUMS AND OTHER CONSIDERATIONS
Life insurance and annuities             $  1,818      $    340           $   157       $  1,635         9.6%
Accident and health insurance                 346           346                 2              2       100.0%
                                         ------------------------------------------------------------------------
TOTAL PREMIUMS AND OTHER CONSIDERATIONS  $  2,164      $    686           $   159       $  1,637         9.7%
                                         ------------------------------------------------------------------------
</TABLE>

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