HARTFORD LIFE INSURANCE CO THOMSON MCKINNON SEPARATE ACCT
N-4, 1998-12-22
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<PAGE>

      As filed with the Securities and Exchange Commission on December 22, 1998.
                                                              File No. 333-xxxxx

                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549

                                      FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               [X]

     Pre-Effective Amendment No.                                      [ ]
     Post-Effective Amendment No.                                     [ ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

     Amendment No.  9                                                 [X]

                          HARTFORD LIFE INSURANCE COMPANY
                         THOMSON MCKINNON SEPARATE ACCOUNT
                             (Exact Name of Registrant)

                           HARTFORD LIFE INSURANCE COMPANY
                                 (Name of Depositor)

                                   P.O. Box 2999
                              Hartford, CT  06104-2999
                     (Address of Depositor's Principal Offices)

                                   (860) 843-4891
                (Depositor's Telephone Number, Including Area Code)

                                  Brian Lord, Esq.
                                Hartford Life, Inc. 
                                   P.O. Box 2999
                              Hartford, CT  06104-2999
                      (Name and Address of Agent for Service)

It is proposed that this filing will become effective:

          immediately upon filing pursuant to paragraph (b) of Rule 485
     ---
          on May 1, 1999 pursuant to paragraph (b) of Rule 485
     ---
          60 days after filing pursuant to paragraph (a)(1) of Rule 485
     ---
          on _____________, 1998 pursuant to paragraph (a)(1) of 
     ---  Rule 485
          this post-effective amendment designates a new effective date for 
     ---  a previously filed post-effective amendment.

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the registration statement.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration shall become effective on such
date as the Commission, acting pursuant to Section 8(a), may determine. 

<PAGE>

                               CROSS REFERENCE SHEET
                              PURSUANT TO RULE 495(A)

      N-4 Item No.                      Prospectus Heading
- ----------------------------------------------------------
1.    Cover Page                        Hartford Life Insurance Company - 
                                        Thomson McKinnon Separate Account

2.    Definitions                       Glossary of Special Terms

3.    Synopsis or Highlights            Summary

4.    Condensed Financial               Yield Information
      Information

5.    General Description of            Hartford Life Insurance Company, The
      Registrant                        Separate Account, The Fixed Accounts,
                                        and The Funds

6.    Deductions                        Contract Charges

7.    General Description of            The Contract, The Separate Account, The
      Annuity Contracts                 Fixed Accounts, and Surrenders

8.    Annuity Period                    Settlement Provisions

9.    Death Benefit                     Death Benefits

10.   Purchases and Contract Value      The Contract, and Contract Value

11.   Redemptions                       Surrenders

12.   Taxes                             Federal Tax Considerations

13.   Legal Proceedings                 Legal Matters and Experts

14.   Table of Contents of the          Table of Contents to
      Statement of Additional           Statement of Additional
      Information                       Information 

15.   Cover Page                        Part B; Statement of Additional
                                        Information

16.   Table of Contents                 Table of Contents

17.   General Information and History   Summary

<PAGE>

18.   Services                          None
      
19.   Purchase of Securities            Distribution of Contracts
      being Offered

20.   Underwriters                      Distribution of Contracts

21.   Calculation of Performance Data   Calculation of Yield and Return

22.   Annuity Payments                  Settlement Provisions
      
23.   Financial Statements              Financial Statements

24.   Financial Statements and          Financial Statements and
      Exhibits                          Exhibits

25.   Directors and Officers of the     Directors and Officers of the
      Depositor                         Depositor

26.   Persons Controlled by or Under    Persons Controlled by or Under
      Common Control with the           Common Control with the Depositor 
      Depositor or Registrant           or Registrant

27.   Number of Contract Owners         Number of Contract Owners

28.   Indemnification                   Indemnification

29.   Principal Underwriters            Principal Underwriters

30.   Location of Accounts and          Location of Accounts and Records
      Records

31.   Management Services               Management Services

32.   Undertakings                      Undertakings 

<PAGE>




                                        PART A
<PAGE>
 
                                [PRODUCT NAME]
                       THOMSON MCKINNON SEPARATE ACCOUNT
                        HARTFORD LIFE INSURANCE COMPANY
                                 P.O. BOX 5085
                       HARTFORD, CONNECTICUT 06102-5085
                      Telephone: 1-800-862-6668 (Contract
                                    Owners)
[LOGO]            1-800-862-7155 (Investment Representatives)
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This Prospectus describes information you should know before you purchase
[Product Name] variable annuity. Please read it carefully.
 
[Product Name] variable annuity is a Contract between you and Hartford Life
Insurance Company where you agree to make at least one payment to us and we
agree to make a series of annuity payments to you at a later date. This annuity
is a flexible premium, tax-deferred, variable annuity offered to both
individuals and groups. It is:
 
X  Flexible, because you may add premium payments at any time.
 
X  Tax-deferred, which means you don't pay taxes until you take money out or
    until we start to make annuity payments to you.
 
X  Variable, because the value of your annuity will fluctuate with the
    performance of the underlying funds.
 
At purchase, you allocate your premium payment, which is any purchase payment
less any Premium Taxes, to "Sub-Accounts". These are subdivisions of our
Separate Account, an account that keeps your annuity assets separate from our
company assets. The Sub-Accounts then purchase shares of mutual funds set up
exclusively for variable annuity or variable life insurance products. These
funds are not the same mutual funds that you buy through your stockbroker or
through a retail mutual fund. They may have similar investment strategies and
the same portfolio managers as retail mutual funds. This annuity offers you
funds with investment strategies ranging from conservative to aggressive and you
may pick those funds that meet your investment goals and risk tolerance. The
Sub-Accounts and the funds are listed below:
 
- - Bond Sub-Account which purchases shares of Class IA of Hartford Bond HLS Fund,
  Inc.
 
- - High Yield Sub-Account which purchases shares of class IA of Hartford High
  Yield HLS Fund
 
- - Index Sub-Account which purchases shares of Class IA of Hartford Index HLS
  Fund, Inc.
 
- - Money Market Sub-Account which purchases shares of Class IA of Hartford Money
  Market HLS Fund, Inc.
 
- - Mortgage Securities Sub-Account which purchases shares of Class IA of Hartford
  Mortgage Securities HLS Fund, Inc.
 
You may also allocate some or all of your premium payment to one of the "Fixed
Accounts", which pays an interest rate guaranteed for a certain time period from
the time the payment is made. Premium payments put in a Fixed Account are not
segregated from our company assets like the assets of the Separate Account.
 
If you decide to buy this annuity, you should keep this Prospectus for your
records. You can also call us at 1-800-862-6668 to get a Statement of Additional
Information, free of charge. The Statement of Additional Information contains
more information about this annuity and, like this Prospectus, is filed with the
Securities and Exchange Commission. We have included the Table of Contents for
the Statement of Additional Information at the end of this Prospectus. Although
we file the Prospectus and the Statement of Additional information with the
Securities and Exchange Commission, the 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 and the Statement of Additional Information can also be obtained
from the Securities and Exchange Commission's website (HTTP://WWW.SEC.GOV).
 
This annuity IS NOT:
 
- -  A bank deposit or obligation
 
- -  Federally insured
 
- -  Endorsed by any bank or governmental agency
 
This annuity may not be available for sale in all states.
- --------------------------------------------------------------------------------
PROSPECTUS DATED: [DATE OF PROSPECTUS]
STATEMENT OF ADDITIONAL INFORMATION DATED: [DATE OF SAI]
<PAGE>
2                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 <S>                                                                     <C>
 GLOSSARY OF SPECIAL TERMS.............................................    3
 FEE TABLE.............................................................    5
 SUMMARY...............................................................    7
 HARTFORD LIFE INSURANCE COMPANY.......................................    9
 THE SEPARATE ACCOUNT..................................................    9
 THE FUNDS.............................................................    9
 PERFORMANCE RELATED INFORMATION.......................................   11
 THE FIXED ACCOUNTS....................................................   11
 THE CONTRACT..........................................................   12
   Contract Value -- Before the Annuity Commencement Date..............   13
   Contract Value Transfers Before and After the Annuity Commencement
    Date...............................................................   14
   Surrenders..........................................................   14
   Contract Charges....................................................   15
   Death Benefits......................................................   17
 SETTLEMENT PROVISIONS.................................................   18
   Annuity Payments....................................................   19
   Other Information...................................................   21
 FEDERAL TAX CONSIDERATIONS............................................   21
   General.............................................................   22
   Taxation of Hartford and the Separate Account.......................   22
   Taxation of Annuities -- General Provisions Affecting Purchasers
    Other Than Qualified Retirement Plans..............................   22
   Federal Income Tax Withholding......................................   25
   General Provisions Affecting Qualified Retirement Plans.............   25
   Annuity Purchases By Nonresident Aliens and Foreign Corporations....   25
 MISCELLANEOUS.........................................................   25
   How Contracts Are Sold..............................................   25
   Year 2000...........................................................   26
   Legal Matters.......................................................   26
   Experts.............................................................   26
   More Information....................................................   26
 APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED PLANS...............   27
 APPENDIX II -- OPTIONAL DEATH BENEFIT -- EXAMPLES.....................   30
</TABLE>
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                3
- --------------------------------------------------------------------------------
 
                           GLOSSARY OF SPECIAL TERMS
 
ACCOUNT: Any of the Sub-Accounts or Fixed Accounts.
 
ACCUMULATION UNIT: A unit of measure we use to calculate values before we begin
to make annuity payments to you.
 
ADMINISTRATIVE OFFICE: Located at 200 Hopmeadow Street, Simsbury, CT 06089. The
mailing address is Post Office Box 5085, Hartford, CT 06104-5085.
 
ANNIVERSARY VALUE: The value equal to the Contract Value as of a Contract
Anniversary, increased by the dollar amount of any premium payments made since
that anniversary and reduced by the dollar amount of any partial Surrenders
since that anniversary.
 
ANNUAL MAINTENANCE FEE: An annual $30 charge for annuities having a value of
less than $50,000 on the most recent Contract Anniversary or when the annuity is
Surrendered in full. The charge is deducted proportionately from the funds in
use at the time.
 
ANNUITANT: The person on whose life the Contract is based. The Annuitant may not
be changed.
 
ANNUITY: A Contract issued by us that provides, in exchange for premium
payments, a series of annuity payments.
 
ANNUITY CALCULATION DATE: The date we calculate your first annuity payment.
 
ANNUITY COMMENCEMENT DATE: The date we start to make annuity payments to you.
 
ANNUITY UNIT: A unit of measure we use to calculate the value of the annuity
payments we make to you.
 
ASSUMED INVESTMENT RETURN ("AIR"): The investment return, either 3%, 5% or 6%,
which we base your variable dollar amount payments on. You select the AIR before
we start to make annuity payments.
 
BENEFICIARY: The person or persons you designate to receive payment of the death
benefit upon the death of the Contract Owner.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
CONTINGENT ANNUITANT: The person you may designate to become the Annuitant if
the original Annuitant dies before we begin making annuity payments.
 
CONTRACT: The contract is the individual Annuity contract and any endorsements
or riders. If you have a group annuity, you will receive a certificate rather
than a contract.
 
CONTRACT ANNIVERSARY: The annual anniversary of the date we issued your annuity.
If your contract anniversary falls on a day that is not a Valuation Day, then
the next Valuation Day will be your Contract Anniversary for that year.
 
CONTRACT OWNER(S) OR YOU: The owner(s) or holder(s) of this Annuity
 
CONTRACT VALUE: The total value of your Annuity that we get by adding up the
value of each of your Sub-Accounts and Fixed Accounts on any Valuation Day.
 
CONTRACT YEAR: The 12 months following the date you purchased your annuity and
from any Contract Anniversary.
 
DOLLAR COST AVERAGING ("DCA"): Systematic transfers from one Account to another.
 
DCA PROGRAM FIXED ACCOUNTS: Fixed Accounts we establish to use for dollar cost
averaging programs. These are part of our General Account.
 
DEATH BENEFIT: The amount we pay when the Contract Owner or the Annuitant dies.
 
DUE PROOF OF DEATH: A certified copy of a death certificate, an order of a court
of competent jurisdiction, or any other proof acceptable to us.
 
FIXED ACCOUNT: This is an account that is part of our General Account. You may
allocate all or a portion of your premium payments or transfer of Contract Value
to this account.
 
FUNDS: The Funds described in this Prospectus or any supplements to the
Prospectus.
 
GENERAL ACCOUNT: Our General Account that includes our company assets and your
annuity assets allocated to any of the Fixed Accounts or DCA Program Fixed
Accounts.
 
HARTFORD OR WE: Hartford Life Insurance Company
 
INTEREST ACCUMULATION VALUE: This is the amount which we use for the purpose of
calculating the optional interest accumulation death benefit.
 
MAXIMUM ANNIVERSARY VALUE: This is the highest Anniversary Value prior the
deceased's 81st birthday or the date of death, if earlier.
 
PAYEE: The person or party designated by you to receive annuity payments.
 
PREMIUM TAX: A tax charged by a state or municipality on premium payments.
 
SEPARATE ACCOUNT: An account that we establish to separate the assets for your
annuity Sub-Accounts from our company assets. Hartford Life Insurance Company
Thomson McKinnon Separate Account.
 
SUB-ACCOUNT: Divisions established within the Separate Account.
 
SURRENDER: A complete or partial withdrawal or distribution from your annuity.
 
SURRENDER VALUE: What we pay you if you terminate your annuity before we begin
to make annuity payments.
<PAGE>
4                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
VALUATION DAY: Every day the New York Stock Exchange is open for trading. The
value of the Separate Account is determined as of the close of the New York
Stock Exchange (generally 4:00 p.m. Eastern Time).
 
VALUATION PERIOD: The period between the close of business on successive
Valuation Days.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                5
- --------------------------------------------------------------------------------
 
                                   FEE TABLE
                                    SUMMARY
 
                        Contract Owner Transaction Expenses
                               (All Sub-Accounts)
 
<TABLE>
 <S>                                                                 <C>
 Sales Load Imposed on Purchases (as a percentage of premium
   payments).......................................................    None
 Exchange Fee......................................................        $0
 Contingent Deferred Sales Charge (as a percentage of amounts
   Surrendered)(1)
     First Year (2)................................................       7%
     Second Year...................................................       6%
     Third Year....................................................       6%
     Fourth Year...................................................       5%
     Fifth Year....................................................       4%
     Sixth Year....................................................       3%
     Seventh Year..................................................       2%
     Eighth Year...................................................       0%
 Annual Maintenance Fee (3)........................................     $30
 Annual Expenses -- Separate Account (as a percentage of daily
   Sub-Account value)
     Mortality and Expense Risk....................................    1.25%
 Optional Charges
     Optional Interest Accumulation Death Benefit (as a percentage
      of daily Sub-Account value)..................................     .15%
</TABLE>
 
- ---------
(1) The Contingent Deferred Sales Charge is not assessed on partial Surrenders
    which do not exceed 15% of premium payments each Contract year, on a
    non-cumulative basis.
 
(2) Length of time from each premium payment.
 
(3) The Annual Maintenance Fee is a single $30 charge deducted on each Contract
    Anniversary or upon Surrender if the Contract Value is less than $50,000. It
    is deducted proportionally from the investment options in use at the time of
    the charge.
 
                         Annual Fund Operating Expenses
                          (as a percentage of net assets)
 
<TABLE>
<CAPTION>
                                                                              TOTAL FUND
                                                    MANAGEMENT                OPERATING
                                                    FEES (WITH     OTHER       EXPENSES
                                                     WAIVERS)     EXPENSES  (WITH WAIVERS)
                                                  --------------  --------  --------------
 <S>                                              <C>             <C>       <C>
 Hartford Bond HLS Fund..........................     0.515%       0.020%       0.535%
 Hartford Money Market HLS Fund..................     0.450%       0.015%       0.465%
 Hartford Mortgage Securities HLS Fund...........     0.450%       0.025%       0.475%
 Hartford Index HLS Fund.........................     0.400%       0.015%       0.415%
 Hartford High Yield HLS Fund (1)................     0.200%       0.150%       0.350%
</TABLE>
 
- ---------
(1) Hartford Global Leaders HLS Fund, Hartford High Yield HLS Fund, and Hartford
    Growth and Income HLS Fund are new Funds. "Total Fund Operating Expenses"
    are based on annualized estimates of such expenses to be incurred in the
    current fiscal year. HL Investment Advisors, Inc. has agreed to waive its
    fees for these until the assets of the Funds (excluding assets contributed
    by companies affiliated with HL Investment Advisors, Inc.) reach $20
    million. Absent this waiver, the Management Fee and Total Fund Operating
    Expenses would be:
 
<TABLE>
<CAPTION>
                                                                              TOTAL FUND
                                         MANAGEMENT FEES  OTHER EXPENSES  OPERATING EXPENSES
                                         ---------------  --------------  ------------------
     <S>                                 <C>              <C>             <C>
     Hartford High Yield HLS Fund.......      0.750%          0.150%            0.900%
</TABLE>
 
<PAGE>
6                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
EXAMPLE
<TABLE>
 <S>                           <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>
                               If you surrender your Contract    If you annuitize your Contract    If you do not surrender your
                               at the end of the applicable      at the end of the applicable      Contract, you would pay the
                               time period you would pay the     time period you would pay the     following expenses on a $1,000
                               following expenses on a $1,000    following expenses on a $1,000    investment, assuming a 5%
                               investment, assuming a 5%         investment, assuming a 5%         annual return on assets:
                               annual return on assets:          annual return on assets:
 
<CAPTION>
 SUB-ACCOUNT                   1 YEAR 3 YEARS 5 YEARS 10 YEARS   1 YEAR 3 YEARS 5 YEARS 10 YEARS   1 YEAR 3 YEARS 5 YEARS 10 YEARS
                               ------ ------- ------- --------   ------ ------- ------- --------   ------ ------- ------- --------
 <S>                           <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>
 Bond.........................  $ 73   $ 107   $ 141    $ 218     $ 18   $  58   $ 100    $ 217     $ 19   $  59   $ 101    $ 218
 Money Market.................    72     104     137      210       18      56      96      209       18      56      97      210
 Mortgage Securities..........    72     105     137      211       18      56      97      211       18      57      97      211
 Index........................    72     103     134      205       17      54      94      204       18      55      94      205
 High Yield...................    71     110     N/A      N/A       16      62     N/A      N/A       17      62     N/A      N/A
</TABLE>
 
    The purpose of this table is to assist you in understanding various costs
and expenses that your will bear directly or indirectly. The table reflects
expenses of the Separate Account and underlying Funds. We will deduct any
Premium Taxes that apply.
 
    In the Example, the Annual Maintenance Fee is approximately a 0.08% annual
asset charge based on the experience of the Contracts. This Example should not
be considered a representation of past or future expenses and actual expenses
may be greater or less than those shown.
 
    Pursuant to requirements of the Investment Company Act of 1940, the Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                7
- --------------------------------------------------------------------------------
 
                                    SUMMARY
 
HOW DO I PURCHASE THIS ANNUITY?
 
    You must complete our application or order request and submit it to us for
approval with your first premium payment. Your first premium payment must be at
least $1,000 and subsequent premium payments must be at least $500. The minimum
premium payment requirements may differ if you are participating in our
automatic investing ("InvestEase") program.
 
- -  For a limited time, usually within ten days after you receive your annuity,
   you may cancel your annuity without paying a Contingent Deferred Sales
   Charge. You bear the investment risk for your premium payment prior to our
   receipt of your request for cancellation.
 
WHAT TYPE OF SALES CHARGE WILL I PAY?
 
CONTINGENT DEFERRED SALES CHARGE ("CDSC")
 
    The CDSC covers expenses relating to the sale and distribution of the
Contracts, including commissions paid to distributing organizations and the cost
of preparing sales literature and other promotional activities.
 
    We assess a CDSC when you request a full or partial Surrender. The
percentage of the CDSC is based on how long each premium payment has been in the
Contract. Each premium payment has its own CDSC schedule. Premium payments are
Surrendered in the order that they were received. The longer you leave your
premium payment in the Contract, the lower the CDSC will be when you Surrender.
 
    The CDSC is a percentage of the amount Surrendered (not to exceed the total
amount of the premium payments made) and equals:
 
<TABLE>
<CAPTION>
          LENGTH OF
          TIME FROM
           PREMIUM           CDSC
           PAYMENT           CHARGE
          ---------          ---
          <S>                <C>
           1 year            7%
           2 years           6%
           3 years           6%
           4 years           5%
           5 years           4%
           6 years           3%
           7 years           2%
           8 years
           or more           0%
</TABLE>
 
IS THERE AN ANNUAL MAINTENANCE FEE?
 
    Yes. We deduct this $30 fee each year on your Contract Anniversary or when
you completely Surrender your annuity, if, on either of those dates, the value
of your annuity is less than $50,000.
 
WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?
 
    You pay two different types of charges each year. The first type of charge
is the fee you pay for insurance. This charge is:
 
    A mortality and expense risk charge that is subtracted daily and is equal to
an annual charge of 1.25% of your Contract Value invested in the Funds.
 
    The second type of charge is the fee you pay for the Funds.
 
    Currently, fund charges range from 0.35% to 0.895% of the average daily
value of the amount you have invested in the fund. See the Annual Operation
Expense Table for more complete information and the funds' prospectuses attached
to this Prospectus.
 
    If you elect the Optional Death Benefit we will deduct an additional charge
daily from your Contract Value and is equal to 0.15% per year of your Contract
Value invested in the Funds.
 
CAN I TAKE OUT ANY OF MY MONEY?
 
    You can partially or fully Surrender your Contract subject to a Contingent
Deferred Sales Charge (CDSC). You can partially Surrender your Contract without
any CDSC applied to the Surrender under the following conditions:
 
- - Surrenders which don't exceed 15% of premium payments per Contract Year
  (Annual Withdrawal Amount);
 
- - Surrenders made from premium payments invested more than seven years;
 
- - 100% Surrender of earnings after the seventh Contract Year;
 
- - Surrenders under the nursing home waiver (described as Eligible Confinement in
  the Contract); or
 
- - Surrenders eligible for disability waiver under a group qualified plan.
 
WILL HARTFORD PAY A DEATH BENEFIT?
 
    Your Contract has a Death Benefit and we offer an Optional Interest
Accumulation Death Benefit ("Optional Death Benefit") that you can elect for an
additional fee. There is a Death Benefit if the Contract Owner, joint owner or
Annuitant, die before we begin to make annuity payments. The Death Benefit will
remain invested in the Sub-Accounts according to your last instructions (unless
otherwise mutually specified by your Beneficiaries) and will be subject to
market fluctuations.
<PAGE>
8                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
    IF YOU DO NOT ELECT THE OPTIONAL DEATH BENEFIT, the Death Benefit, which we
will calculate as of the date we receive Due Proof of Death, will be the greater
of:
 
1)  100% of the total premium payments you have made to us reduced by any
    subsequent Surrenders;
 
2)  The Contract Value of your annuity, or
 
3)  Your Maximum Anniversary Value, which is described below.
 
    The Maximum Anniversary Value is based on a series of calculations on
Contract Anniversaries, of Contract Values, premium payments and partial
Surrenders. We will calculate an Anniversary Value for each Contract Anniversary
prior to the deceased's 81st birthday or date of death. The Anniversary Value is
equal to the Contract Value as of a Contract Anniversary, increased by the
dollar amount of any premium payments made since that anniversary and reduced by
the dollar amount of any partial Surrenders since that anniversary. The Maximum
Anniversary Value is equal to the greatest Anniversary Value attained from this
series of calculations.
 
    IF YOU ELECT THE OPTIONAL DEATH BENEFIT, the Death Benefit, which we will
calculate as of the date we receive Due Proof of Death, will be the greater of:
 
1)  100% of the total premium payments you have made to us reduced by any
    subsequent Surrenders;
 
2)  The Contract Value of your annuity;
 
3)  Your Maximum Anniversary Value, which is the highest Anniversary Value
    before the deceased's 81st birthday or date of death; or
 
4)  Your Interest Accumulation Value.
 
    The INTEREST ACCUMULATION VALUE is calculated by accumulating interest on
your premium payments at a rate of 5% per year up to the deceased's 81st
birthday or date of death, assuming you have not taken any Surrenders. If you
have taken any Surrenders, the 5% will be accumulated on your premium payments,
but there will be an adjustment for any of the Surrenders. This adjustment will
reduce the Optional Death Benefit proportionally for the Surrenders. The
Optional Death Benefit is limited to a maximum of 200% of premium payments, less
proportional adjustments for any Surrenders. For examples on how the Optional
Death Benefit is calculated see "Appendix II". If you elect the Optional Death
Benefit, we will deduct an additional charge daily from your Contract Value
equal to .15% of the Sub-Account value.
 
    SPOUSAL CONTRACT CONTINUATION -- If the Beneficiary is the Contract Owner's
spouse, the Contract will continue with the spouse as Contract Owner, unless the
spouse elects to receive the Death Benefit as a lump sum payment. If the
Contract continues with the spouse as Contract Owner, we will adjust the
Contract Value to the amount that we would have paid as the Death Benefit
payment, had the spouse elected to receive the Death Benefit as a lump sum
payment or as an annuity payment option. This provision will only apply one time
for each Contract.
 
WHAT ANNUITY PAYMENT OPTIONS ARE AVAILABLE?
 
    When you purchase your annuity, you may choose one of the following annuity
payment options, or receive a lump sum payment:
 
    LIFE ANNUITY where we make scheduled payments for the Annuitant's life.
 
- -  Payments under this option stop upon the death of the Annuitant, even if the
   Annuitant dies after one payment.
 
    LIFE ANNUITY WITH CASH REFUND where we make payments during the life of the
Annuitant and when the Annuitant dies, we pay the remaining value to the
Beneficiary. The remaining value is calculated at the time we receive Due Proof
of Death by subtracting the annuity payments already made from the Contract
Value, less any applicable Premium Taxes, applied to this annuity payment
option.
 
- -  This option is only available if you select a variable dollar amount payment
   with the 5% AIR or fixed dollar amount annuity payments.
 
    LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN where we make payments for
the life of the Annuitant but you are at least guaranteed payments for a time
period you select which is a minimum of 5 years and a maximum of 100 years minus
your annuitant's age.
 
- -  If the Annuitant dies prior to the end of the period selected, we will pay
   the value of the remaining payments to your Beneficiary, either in a lump sum
   or we will continue payments until the end of the period selected.
 
    JOINT AND LAST SURVIVOR ANNUITY where we make payments during the lifetimes
of the Annuitant and another designated individual called the Joint Annuitant.
At the time of electing this annuity payment option, the Contract Owner may
elect reduced payments over the remaining lifetime of the survivor.
 
- -  Payments under this option STOP UPON THE DEATH OF THE ANNUITANT AND JOINT
   ANNUITANT, even if the Annuitant and Joint Annuitant die after one payment.
 
    JOINT AND LAST SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN
where we make payments during the lifetime of the Annuitant and a Joint
Annuitant, and we guarantee that those payments for a time period you select
which is a minimum of 5 years and a maximum 100 years minus the younger
Annuitant's age. At the time of electing
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                9
- --------------------------------------------------------------------------------
 
this Annuity Option, the Contract Owner may elect reduced payments over the
remaining lifetime of the survivor.
 
- -  If the Annuitant and the Joint Annuitant die prior to the end of the period
   selected, we will pay the value of the remaining payments to your
   Beneficiary, either in a lump sum or we will continue payments until the end
   of the period selected.
 
    PAYMENTS FOR A PERIOD CERTAIN where we agree to make payments for a
specified time. The minimum period that you can select is 10 years during the
first two Contract Years and 5 years after the second Contract Anniversary. The
maximum period that you can select is 100 years minus your Annuitant's age.
 
- -  If you select this option under a variable dollar amount payment, YOU MAY
   SURRENDER YOUR ANNUITY after annuity payments have started and we will give
   you the present value of the remaining payments less any applicable
   Contingent Deferred Sales Charge.
 
- -  If the Annuitant dies prior to the end of the period selected, we will pay
   the value of the remaining payments to your Beneficiary, either in a lump sum
   or we will continue payments until the end of the period selected.
 
    You must begin to take payments before the Annuitant's 90th birthday or the
end of the 10th Contract Year, which ever comes later, unless you elect a later
date to begin receiving payments subject to the laws and regulations then in
effect and our approval. If you do not tell us what annuity payment option you
want before that time, we will pay you under the Life Annuity with a 10 year
period certain. You and Hartford can agree to start payments at a later date if
the laws in effect allow us to defer payment and we agree to allow you to defer.
 
                                 HARTFORD LIFE
                               INSURANCE COMPANY
 
    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 as well as the District of Columbia
and Puerto Rico. We were originally incorporated under the laws of Massachusetts
on June 5, 1902, and subsequently redomiciled to Connecticut. Our offices are
located in Simsbury, Connecticut; however, its mailing address is P.O. Box 5085,
Hartford, CT 06104-5085. We are ultimately controlled by The Hartford Financial
Services Group, Inc., one of the largest financial service providers in the
United States.
 
                               HARTFORD'S RATINGS
 
<TABLE>
<CAPTION>
                        EFFECTIVE
                          DATE
RATING AGENCY           OF RATING       RATING         BASIS OF RATING
- --------------------  -------------     ------     -----------------------
<S>                   <C>            <C>           <C>
A.M. Best and                                      Financial soundness and
Company, Inc........       9/9/97             A+   operating performance.
                                                   Insurer financial
Standard & Poor's...      1/23/98            AA    strength
Duff & Phelps.......      1/23/98            AA+   Claims paying ability
</TABLE>
 
                              THE SEPARATE ACCOUNT
 
    The Separate Account is where we set aside and invest the assets of some of
our annuity contracts, including this Contract. The Separate Account was
established on December 8, 1986 and is registered as a unit investment trust
under the Investment Company Act of 1940. This registration does not involve
supervision by the Commission of the management or the investment practices of
the Separate Account or Hartford. The Separate Account meets the definition of
"Separate Account" under federal securities law. This Separate Account holds
only assets for variable annuity contracts. The Separate Account:
 
- - Holds assets for the benefit of you and other Contract Owners, and the persons
  entitled to the payments described in the Contract.
 
- - Is not subject to the liabilities arising out of any other business Hartford
  may conduct.
 
- - Is not affected by the rate of return of Hartford's General Account or by the
  investment performance of any of Hartford's other Separate Accounts.
 
- - May be subject to liabilities from a Sub-Account of the Separate Account which
  holds assets of other variable annuity contracts offered by the Separate
  Account which are not described in this Prospectus.
 
- - Is credited with income and gains, and takes losses, whether or not realized,
  from the assets it holds.
 
    We do not guarantee the investment results of the Separate Account. There is
no assurance that the value of your Annuity will equal the total of the payments
you make to us.
 
                                   THE FUNDS
 
    All of the Funds are sponsored by us and are incorporated under the laws of
the State of Maryland. HL Investment Advisors, Inc. ("HL Advisors") serves as
the investment adviser to each of these Funds. The Hartford Investment
Management Company ("HIMCO") serves as sub-investment advisor and provides day
to day investment services.
 
    We do not guarantee the investment results of any of the underlying Funds.
Since each underlying Fund has different investment objectives, each is subject
to different risks. These risks and the Funds' expenses are more fully
<PAGE>
10                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
described in the accompanying Funds' prospectus and Statement of Additional
Information, which may be ordered from us. The Funds' prospectus should be read
in conjunction with this Prospectus before investing.
 
    The Funds may not be available in all states
 
    The investment goals of each of the Funds are as follows:
 
    HARTFORD BOND HLS FUND -- Seeks maximum current income consistent with
preservation of capital by investing primarily in fixed-income securities. Up to
20% of the total assets of this Fund may be invested in debt securities rated in
the highest category below investment grade ("Ba" by Moody's Investor Services,
Inc. or "BB" by Standard & Poor's) or, if unrated, are determined to be of
comparable quality by the Fund's investment adviser. Securities rated below
investment grade are commonly referred to as "high yield-high risk securities"
or "junk bonds." For more information concerning the risks associated with
investing in such securities, please refer to the section in the accompanying
prospectus for the Funds entitled "Hartford Bond Fund, Inc. -- Investment
Policies." Sub-advised by HIMCO.
 
    HARTFORD HIGH YIELD HLS FUND -- Seeks high current income by investing in
non-investment grade fixed-income securities. Growth of capital is a secondary
objective.
 
    HARTFORD INDEX HLS FUND -- Seeks to provide investment results that
approximate the price and yield performance of publicly traded common stocks in
the aggregate, as represented by the Standard & Poor's 500 Composite Stock Price
Index.* Sub-advised by HIMCO.
 
    HARTFORD MORTGAGE SECURITIES HLS FUND -- Seeks maximum current income
consistent with safety of principal and maintenance of liquidity by investing
primarily in mortgage-related securities, including securities issued by the
Government National Mortgage Association. Sub-advised by HIMCO.
 
    HARTFORD MONEY MARKET HLS FUND -- Seeks maximum current income consistent
with liquidity and preservation of capital. Sub-advised by HIMCO.
 
    MIXED FUNDING -- Shares of the Funds are sold to our other Separate Accounts
and our insurance company affiliates or other unaffiliated insurance companies
to serve as the underlying investment for both variable annuity contracts and
variable life insurance contracts, a practice known as "mixed funding." As a
result, there is a possibility that a material conflict may arise between the
interests of Contract Owners, and of owners of other contracts whose contract
values are allocated to one or more of these other Separate Accounts investing
in any one of the Funds. In the event of any such material conflicts, we will
consider what action may be appropriate, including removing the Fund from the
Separate Account or replacing the Fund with another Fund. There are certain
risks associated with mixed funding, as disclosed in the funds' prospectus.
 
    VOTING RIGHTS -- We are the legal owners of all Fund shares held in the
Separate Account and we have the right to vote at the Fund's shareholder
meetings. To the extent required by federal securities laws or regulations, we
will:
 
- - Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.
 
- - Send proxy materials and a form of instructions that you can use tell us how
  to vote the Fund shares held for your Contract.
 
- - Arrange for the handling and tallying of proxies received from Contract
  Owners.
 
- - Vote all Fund shares attributable to your Contract according to instructions
  received from you, and
 
- - Vote all Fund shares for which no voting instructions are received in the same
  proportion as shares for which instructions have been received.
 
    If any federal securities laws or regulations, or their present
interpretation, change to permit us to vote Fund shares on our own, we may
decide to do so. You may attend any Shareholder Meeting at which shares held for
your Contract may be voted. After we begin to make payments to you, the number
of votes you have will decrease.
 
    SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS -- We reserve the right,
subject to any applicable law, to make certain changes to the Funds offered
under your Contract. We may, in our sole discretion, establish new Funds. New
Funds will be will be made available to existing Contract Owners as we
determined appropriate. We may also close one or more Funds to additional
payments or transfers from existing Sub-Accounts.
 
    We reserve the right to eliminate the shares of any of the Funds for any
reason and to substitute shares of another registered investment company for the
shares of any Fund already purchased or to be purchased in the future by the
Separate Account. To the extent required by the 1940 Act, substitutions of
shares attributable to your interest in a Fund will not be made until we have
the approval of the Commission and we have notified you of the change.
 
    In the event of any substitution or change, We may, by appropriate
endorsement, make such changes in the Contract as may be necessary or
appropriate to reflect such substitution or change. If we decide that it is in
the best interest Contracts Owners, the Separate Account may be
 
* "STANDARD & POOR'S," "S&P-REGISTERED TRADEMARK-," "S&P
  500-REGISTERED TRADEMARK-," "STANDARD & POOR'S 500," AND "500" ARE TRADEMARKS
  OF THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED FOR USE BY HARTFORD.
  THE INDEX FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD &
  POOR'S AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE
  ADVISABILITY OF INVESTING IN THE INDEX FUND.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               11
- --------------------------------------------------------------------------------
 
operated as a management company under the 1940 Act or any other form permitted
by law, may be de-registered under the 1940 Act in the event such registration
is no longer required, or may be combined with one or more other Separate
Accounts.
 
                        PERFORMANCE RELATED INFORMATION
 
    The Separate Account may advertise certain performance-related information
concerning the Sub-Accounts. Performance information about a Sub-Account is
based on the Sub-Account's past performance only and is no indication of future
performance.
 
    When a Sub-Account advertises its STANDARDIZED TOTAL RETURN, it will usually
be calculated for one year, five years, and ten years or some other relevant
periods if the Sub-Account has not been in existence for at least ten years.
Total return is measured by comparing the value of an investment in the
Sub-Account at the beginning of the relevant period to the value of the
investment at the end of the period.
 
    In addition to the standardized total return, the Sub-Account may advertise
a NON-STANDARDIZED TOTAL RETURN. This figure will usually be calculated for one
year, five years, and ten years or other periods. Non-standardized total return
is measured in the same manner as the standardized total return described above,
except that the Annual Maintenance Fee is not deducted. Therefore,
non-standardized total return for a Sub-Account is higher than standardized
total return for a Sub-Account.
    The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT
PRE-DATE THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized
total returns are calculated by assuming that the Sub-Accounts have been in
existence for the same periods as the underlying Funds and by taking deductions
for charges equal to those currently assessed against the Sub-Accounts. These
non-standardized returns must be accompanied by standardized total returns.
 
    If applicable, the Sub-Accounts may advertise YIELD IN ADDITION TO TOTAL
RETURN. The yield will be computed in the following manner: The net investment
income per unit earned during a recent one month period, divided by the unit
value on the last day of the period. This figure reflects the recurring charges
at the Separate Account level including the Annual Maintenance Fee.
 
    The Money Market Fund Sub-Account may advertise yield and effective yield.
The yield of a Sub-Account is based upon the income earned by the Sub-Account
over a seven-day period and then annualized, i.e. the income earned in the
period is assumed to be earned every seven days over a 52-week period and stated
as a percentage of the investment. Effective yield is calculated similarly but
when annualized, the income earned by the investment is assumed to be reinvested
in Sub-Account units and thus compounded in the course of a 52-week period.
Yield and effective yield reflect the recurring charges at the Separate Account
level including the Annual Maintenance Fee.
 
    The Separate Account may also disclose yield for periods prior to the date
the Separate Account commenced operations. For periods prior to the date the
Separate Account commenced operations, performance information for the
Sub-Accounts will be calculated based on the performance of the underlying Funds
and the assumption that the Sub-Accounts were in existence for the same periods
as those of the underlying Funds, with a level of charges equal to those
currently assessed against the Sub-Accounts.
 
    We may provide information on various topics to Contract Owners and
prospective Contract Owners in advertising, sales literature or other materials.
These topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, dollar cost averaging and
asset allocation), the advantages and disadvantages of investing in tax-deferred
and taxable instruments, customer profiles and hypothetical purchase scenarios,
financial management and tax and retirement planning, and other investment
alternatives, including comparisons between the Contracts and the
characteristics of and market for such alternatives.
 
                               THE FIXED ACCOUNTS
 
    IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE CONTRACT RELATING
TO THE FIXED ACCOUNTS IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933
ACT") AND THE FIXED ACCOUNTS ARE NOT REGISTERED AS INVESTMENT COMPANIES UNDER
THE INVESTMENT COMPANY ACT OF 1940 ("1940 ACT"). NONE OF THE FIXED ACCOUNTS OR
ANY OF THEIR INTERESTS ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933
ACT OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS
NOT REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCOUNTS. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCOUNTS MAY BE SUBJECT TO CERTAIN GENERALLY
APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE ACCURACY AND
COMPLETENESS OF DISCLOSURE.
 
    Payments and Contract Values allocated to a Fixed Account become a part of
our general assets. We invest the assets of the General Account in accordance
with applicable law governing the investments of insurance company General
Accounts. We have more than one fixed account. The standard Fixed Account (the
"Fixed Account") and then a number of DCA Program Fixed Accounts, which we
collectively refer to as the "Fixed Accounts."
<PAGE>
12                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
    CURRENTLY, WE GUARANTEE THAT WE WILL CREDIT INTEREST AT A RATE OF NOT LESS
THAN 3% PER YEAR, COMPOUNDED ANNUALLY, TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCOUNT. WE RESERVE THE RIGHT , IN OUR SOLE DISCRETION, TO CREDIT INTEREST AT A
RATE IN EXCESS OF 3% PER YEAR. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE
FIXED ACCOUNT MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.
 
    We will periodically publish the Fixed Account interest rates currently in
effect. There is no specific formula for the determination of interest rates.
Some of the factors that we may consider in determining whether to credit excess
interest are: general economic trends, rates of return currently available and
anticipated on our investments, regulatory and tax requirements and competitive
factors. We will account for any deductions, Surrenders or transfers from the
Fixed Account on a "first-in", "first-out" basis. For Contracts issued in the
state of New York, Fixed Account interest rates may vary from other states.
 
    From time to time, we may credit increased interest rates to Contract Owners
under certain programs established at our sole discretion.
 
    DOLLAR COST AVERAGING ("DCA") PROGRAMS -- These programs will use designated
DCA Program Fixed Accounts. Currently, Contract Owners may enroll in a special
pre-authorized transfer program known as our Dollar Cost Averaging Bonus Program
(the "Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their payment into the appropriate DCA Program Fixed
Account (we may allow a lower minimum payment for qualified plan transfers or
rollovers, including IRAs) and pre-authorize transfers to any of the
Sub-Accounts under either the 6 Month Transfer Program or 12 Month Transfer
Program. The 6-Month Transfer Program and the 12-Month Transfer Program will
generally have different credited interest rates. Under the 6 Month Transfer
Program, the interest rate can accrue up to 6 months and all payments and
accrued interest must be transferred from the DCA Program Fixed Account in use
to the selected Sub-Accounts in 3 to 6 months. Under the 12-Month Transfer
Program, the interest rate can accrue up to 12 months and all payments and
accrued interest must be transferred to the selected Sub-Accounts in 7 to 12
months. This will be accomplished by monthly transfers for the period selected
and a final transfer of the entire amount remaining in the Program, which will
generally be less than the prior monthly transfer amounts. Contract Owners who
purchase their Contracts in New York have a different DCA Bonus Program, which
includes different credited interest rates. Currently, only one DCA Bonus
Program transfer period is available in New York, but that period allows
transfers to selected Sub-Accounts in 3 to 12 months.
 
    The pre-authorized transfers will begin within 15 days after we receive the
initial Program payment and complete enrollment instructions. If We do not
receive complete Program enrollment instructions within 15 days of receipt of
the initial Program payment, the Program will be voided and the entire balance
in the Program will be transferred to the Accounts designated by you. If you do
not designate an Account, we will transfer any remaining amounts to the Fixed
Account and you will receive the Fixed Account's current effective interest
rate. Any subsequent payments we receive within the Program period selected will
be allocated to the Sub-Accounts over the remainder of that Program transfer
period, unless otherwise directed by You.
 
    You may only have one dollar cost averaging program in place at one time,
this means one standard dollar cost averaging plan or one Dollar Cost Averaging
Bonus Program.
 
    You may elect to terminate the pre-authorized transfers by calling or
writing us of your intent to cancel enrollment in the Program. Upon cancellation
of enrollment in the Program, you will no longer receive the increased interest
rate and unless we receive instructions to the contrary, the amounts remaining
in the DCA Program Fixed Account may be transferred to the Fixed Account and
accrue the interest rate currently in effect.
 
    We reserve the right to discontinue, modify or amend the Program or any
other interest rate program established by Hartford. Any change to the Program
will not affect Contract Owners currently enrolled in the Program. This Program
may not be available in all states; please contact us to determine if it is
available in your state.
 
                                  THE CONTRACT
 
    THE CONTRACT OFFERED -- The Contracts are individual or group tax-deferred
variable annuity contracts. They are designed for retirement planning purposes
and may be purchased by any individual, group or trust, including; (a) any
trustee or custodian for a retirement plan qualified under Sections 401(a), or
403(a) of the Internal Revenue Code (which includes Section 401(k)); (b) annuity
purchase plans adopted by public school systems and certain tax-exempt
organizations according to Section 403(b) of the Code; (c) Individual Retirement
Annuities adopted according to Section 408 of the Code; (d) employee pension
plans established for employees by a state, a political subdivision of a state,
or an agency or instrumentality of either a state or a political subdivision of
a state, and (e) certain eligible deferred compensation plans as defined in
Section 457 of the Code ("Qualified Contracts").
 
    PURCHASING A CONTRACT -- A prospective Contract Owner may purchase a
Contract by completing and submitting an application or an order request along
with an initial premium payment to the Administrative Office of the Company. The
maximum age for Annuitant, Owner and Joint Owner on the Contract Issue Date is
85. Generally, the
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               13
- --------------------------------------------------------------------------------
 
minimum premium payment is $1,000. The minimum subsequent premium payment is
$500. Certain plans may be allowed to make smaller periodic premium payments.
Unless we give our prior approval, we will not accept a premium payment in
excess of $1,000,000. Each premium payment, which is your premium payment after
the deduction of any applicable Premium Taxes, may be split among the various
Accounts subject to minimum amounts then in effect. We will send you a
confirmation notice upon receipt and acceptance of your premium payment.
 
    RIGHT TO EXAMINE THE CONTRACT -- If you are not satisfied with your
purchase, you may cancel the Contract by returning it within 10 days (or longer
in some states) after you receive it. You must send a written request for
cancellation along with the Contract. We will, without deduction for any CDSC
normally assessed, pay you an amount equal to the Contract Value. YOU BEAR THE
INVESTMENT RISK DURING THE PERIOD PRIOR TO OUR RECEIPT OF YOUR REQUEST FOR
CANCELLATION. We will refund the premium paid only for Individual Retirement
Annuities, if returned within seven days of receipt, and in those states where
required by law.
 
    CREDITING AND VALUATION -- Your premium payment, which is the balance
remaining after the deduction of any Premium Tax, is credited to your Contract
within two business days of receipt by us at our Administrative Office of a
properly completed application or an order to purchase a Contract and the
premium payment. The payment will be credited to the Accounts according to the
instructions we receive from you.
 
    If your application or other information is incomplete when received, your
payment will be credited to the Accounts within five business days of receipt of
complete information. If the payment is not credited within five business days,
it will be immediately returned to you unless you have been informed of the
delay and tell us not to return it.
 
    Subsequent premium payments are priced on the Valuation Day we receive the
payment in our Administrative Office, provided it is received before the New
York Stock Exchange closes. Unless otherwise specified, We will allocate any
subsequent payments to Accounts according to your most recent instructions.
 
                      CONTRACT VALUE -- BEFORE THE ANNUITY
                               COMMENCEMENT DATE
 
    Your Contract Value reflects interest rate credited any amounts allocated to
the Fixed Accounts and the investment performance of the Sub-Accounts where you
have payments allocated.
 
    SUB-ACCOUNT VALUES -- Your Sub-Account Values on the date we issue your
Contract is the amount of your premium payment allocated to any Sub-Account.
After that, we determine your Sub-Account value by determining the Accumulation
Unit value for each Sub-Account, and then multiplying that value by the number
of those units. Sub-Account Value reflects any variation of the interest income,
dividends, net capital gains or losses, realized or unrealized, and any amounts
transferred into or out of that Sub-Account.
 
    ACCUMULATION UNITS -- The number of Accumulation Units credited to a
Sub-Account you have is determined by dividing the dollar amount you allocated
to that Sub-Account by the value of one Accumulation Unit for that Sub-Account.
The number of Accumulation Units of a Sub-Account increases when you allocate a
payment or a portion of a payment to the Sub-Account or transfer Contract Value
to a Sub-Account. The number of Accumulation Units of a Sub-Account decreases
when you apply Contract Value less Premium Tax to an annuity payment option on
the Annuity Calculation Date, when you Surrender, when you make transfers out of
a Sub-Account, and when we pay a Death Benefit before the Annuity Commencement
Date. Accumulation Units are valued as of the end of the Valuation Period.
 
    ACCUMULATION UNIT VALUE -- The Accumulation Unit value for each Sub-Account
was arbitrarily set initially at $1 when the Sub-Account began operations. After
that, the Accumulation Unit value for each Sub-Account will equal (a) the
Accumulation Unit value at the end of the preceding Valuation Day multiplied by
(b) the Net Investment Factor (see the definition below) for the Valuation Day
for which the Accumulation Unit value is being calculated.
 
    You will be advised, at least semiannually, of the number of Accumulation
Units credited to each Sub-Account, the current Accumulation Unit values, and
the total value of your Contract.
 
    THE NET INVESTMENT FACTOR (BEFORE AND AFTER THE ANNUITY COMMENCEMENT DATE)
- -- The Net Investment Factor is an index applied to measure the investment
performance of a Sub-Account from one Valuation Period to the next. For each
Sub-Account, the Net Investment Factor reflects the investment performance of
the Fund in which that Sub-Account invests and the charges assessed against that
Sub-Account for a Valuation Period. The Net Investment Factor is calculated by
dividing (a) by (b) and subtracting (c) from the result, where:
 
(a) Is the Net Asset Value of the Fund held in that Sub-Account, determined at
    the end of the current Valuation Period (plus the per share amount of any
    dividends or capital gains distributions made by that Fund);
 
(b) Is the Net Asset Value of the Fund held in the Sub-Account, determined at
    the beginning of the Valuation Period;
 
(c) Is a daily factor representing the mortality and expense risk charge and any
    optional charges deducted from
<PAGE>
14                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
    the Sub-Account, adjusted for the number of days in the Valuation Period.
 
                   CONTRACT VALUE TRANSFERS BEFORE AND AFTER
                         THE ANNUITY COMMENCEMENT DATE
 
    You may transfer your Contract Values from one or more Accounts to another
Account free of charge. WE RESERVE THE RIGHT TO LIMIT THE NUMBER OF TRANSFERS TO
12 PER CONTRACT YEAR, WITH NO 2 TRANSFERS OCCURRING ON CONSECUTIVE VALUATION
DAYS. Transfers by telephone may be made by you or by your attorney-in-fact
pursuant to a power of attorney by calling us at 1-800-862-6668 or by the agent
of record by calling 1-800-862-7155 . Telephone transfers may not be permitted
by some states. There may be limitations on transfers to and from the Fixed
Accounts that are described in your Contract. Some states may allow us to limit
the dollar amount transferred.
 
    We, or our agents and affiliates will not be responsible for losses
resulting from acting upon telephone requests reasonably believed to be genuine.
We will employ reasonable procedures to confirm that instructions communicated
by telephone are genuine. The procedure we follow for transactions initiated by
telephone include requirements that callers provide certain information for
identification purposes. All transfer instructions by telephone are tape-
recorded.
 
    We may permit you to pre-authorize transfers under certain circumstances.
Transfers between the Accounts may be made both before and after the Annuity
Commencement Date. Generally, the minimum allocation to any Sub-Account may not
be less than $500. All percentage (%) allocations must be in whole numbers
(e.g., 1%). No minimum balance is presently required in any Account.
 
    IT IS YOUR RESPONSIBILITY TO VERIFY THE ACCURACY OF ALL CONFIRMATIONS OF
TRANSFERS AND TO PROMPTLY ADVISE US IN OUR ADMINISTRATIVE OFFICES OF ANY
INACCURACIES WITHIN 30 DAYS OF THE DATE YOU RECEIVE YOUR CONFIRMATION.
 
    The right to reallocate Contract Values is subject to modification if we
determine, in our sole opinion, that the exercise of that right by one or more
Contract Owners is, or would be, to the disadvantage of other Contract Owners.
Any modification could be applied to transfers to or from some or all of the
Accounts and could include, but not be limited to, the requirement of a minimum
time period between each transfer, not accepting transfer requests of an agent
acting under a power of attorney on behalf of more than one Contract Owner, or
limiting the dollar amount that may be transferred between the Sub-Accounts by
you at any one time. SUCH RESTRICTIONS MAY BE APPLIED IN ANY MANNER REASONABLY
DESIGNED TO PREVENT ANY USE OF THE TRANSFER RIGHT WHICH WE CONSIDER TO BE TO THE
DISADVANTAGE OF OTHER CONTRACT OWNERS.
 
    For Contracts issued in the STATES OF NEW YORK, FLORIDA, MARYLAND OR OREGON,
the reservation of rights set forth in the preceding paragraph is limited to:
(i) requiring up to a maximum of 10 Valuation Days between each transfer; (ii)
limiting the amount to be transferred on any one Valuation Day to no more than
$2 million; and (iii) upon 30 days prior written notice, to only accepting
transfer instructions from you and not from your representative, agent or person
acting under a power of attorney for you.
 
    Currently, we will not accept instructions from agents acting under a power
of attorney of multiple Contract Owners whose Accounts aggregate more than $2
million, unless the agent has entered into a third party transfer services
agreement with us.
 
                                   SURRENDERS
 
    Contract Owners should consult their tax adviser regarding the tax
consequences of a Surrender.
 
- -  A Surrender made before age 59 1/2 may result in adverse tax consequences,
   including a penalty tax of 10% of the taxable portion of the Surrender Value.
   (See "Federal Tax Considerations").
 
    PAYMENT OF SURRENDER AMOUNTS -- Payment of any request for a full or partial
Surrender from the Accounts will be made as soon as possible and in any event no
later than seven days after we receive the request at our Administrative Office.
 
    There may be postponement in the payment of Surrender Amounts whenever (a)
the New York Stock Exchange is closed; (b) trading on the New York Stock
Exchange is restricted as determined by the Commission; (c) the Commission
permits postponement and so orders; or (d) the Commission determines that an
emergency exists making valuation of the amounts or disposal of securities not
reasonably practicable.
 
    FULL SURRENDERS PRIOR TO THE ANNUITY COMMENCEMENT DATE -- At any time prior
to the Annuity Commencement Date, you have the right to fully Surrender the
Contract. In such event, the Surrender Value of the Contract may be taken in the
form of a lump sum cash payment.
 
    The Surrender Value of the Contract is equal to the Contract Value less any
Premium Taxes, the Annual Maintenance Fee and any Contingent Deferred Sales
Charge, if applicable. The Surrender Value may be more or less than the amount
of the payments made to your Contract.
 
    PARTIAL SURRENDERS PRIOR TO THE ANNUITY COMMENCEMENT DATE -- You may make a
partial Surrender of your Contract Value at any time prior to the Annuity
Commencement Date so long as the amount Surrendered is at least equal to our
minimum amount rules then in effect. Additionally, if the remaining Contract
Value following a Surrender is less than
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               15
- --------------------------------------------------------------------------------
 
$500, we may terminate the Contract and pay the Surrender Value. For Contracts
issued in TEXAS, the Contract will not be terminated when the remaining Contract
Value after a Surrender is less than $500 unless there were no payments made
during the previous 2 Contract Years.
 
    WHEN REQUESTING A PARTIAL SURRENDER, YOU SHOULD SPECIFY THE ACCOUNT(S) FROM
WHICH THE PARTIAL SURRENDER WILL BE TAKEN; OTHERWISE, THE SURRENDER WILL BE
TAKEN ON A PRO RATA BASIS ACCORDING TO THE VALUE IN EACH ACTIVE ACCOUNT.
 
    We may permit you to pre-authorize partial Surrenders subject to certain
limitations then in effect. We permit partial Surrenders by telephone subject to
dollar amount limitations in effect at the time you request the Surrender. To
request partial Surrenders by telephone, you must have completed and returned to
us a Telephone Redemption Program Enrollment Form authorizing telephone
Surrenders. If there are joint Contract Owners, both must authorize us to accept
telephone instructions and agree that We may accept telephone instructions for
partial Surrenders from either Contract Owner. Partial Surrender requests will
not be honored until we receive all required documents in proper form.
 
    Telephone authorization will remain valid until (a) we receive written
notice of revocation by you, or, in the case of joint Contract Owners, written
notice from either Contract Owner; (b) we discontinue the privilege; or (c) we
have reason to believe that you have entered into a market timing agreement with
an investment adviser and/or broker/ dealer.
 
    We may record any telephone calls to verify data concerning transactions and
may adopt other procedures to confirm that telephone instructions are genuine.
We will not be liable for losses or expenses arising out of telephone
instructions reasonably believed to be genuine.
 
    In order to obtain that day's unit values on Surrender, We must receive
telephone Surrender instructions prior to the close of trading on the New York
Stock Exchange (generally 4:00 p.m.).
 
    We may modify, suspend, or terminate telephone transaction privileges at any
time.
    SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- You may fully Surrender
your Contract on or after the Annuity Commencement Date if you elect the Payment
For a Period Certain Settlement Option. We pay you the commuted value that is
equal to the present value of the remaining payments we are scheduled to make
less any applicable Contingent Deferred Sales Charge. The commuted value is
determined as of the date we receive your written request for Surrender at our
Administrative Office.
 
    No partial Surrenders are permitted after the Annuity Commencement Date.
 
    IMPORTANT TAX INFORMATION -- THERE ARE CERTAIN RESTRICTIONS ON SECTION
403(B) TAX-SHELTERED ANNUITIES. AS OF DECEMBER 31, 1988, ALL SECTION 403(B)
ANNUITIES HAVE LIMITS ON FULL AND PARTIAL SURRENDERS. CONTRIBUTIONS TO THE
CONTRACT MADE AFTER DECEMBER 31, 1988 AND ANY INCREASES IN CASH VALUE AFTER
DECEMBER 31, 1988 MAY NOT BE DISTRIBUTED UNLESS THE CONTRACT OWNER/EMPLOYEE HAS
A) ATTAINED AGE 59 1/2, B) SEPARATED FROM SERVICE, C) DIED, D) BECOME DISABLED
OR E) EXPERIENCED FINANCIAL HARDSHIP (CASH VALUE INCREASES MAY NOT BE
DISTRIBUTED FOR HARDSHIPS PRIOR TO AGE 59 1/2). DISTRIBUTIONS PRIOR TO AGE
59 1/2 DUE TO FINANCIAL HARDSHIP OR SEPARATION FROM SERVICE MAY STILL BE SUBJECT
TO A PENALTY TAX OF 10%. WE WILL NOT ASSUME ANY RESPONSIBILITY FOR DETERMINING
WHETHER A SURRENDER IS PERMISSIBLE, WITH OR WITHOUT TAX PENALTY, IN ANY
PARTICULAR SITUATION; OR IN MONITORING SURRENDER REQUESTS REGARDING PRE OR POST
JANUARY 1, 1989 CONTRACT VALUES. ANY FULL OR PARTIAL SURRENDER DESCRIBED ABOVE
MAY AFFECT THE CONTINUING TAX-QUALIFIED STATUS OF SOME CONTRACTS OR PLANS AND
MAY RESULT IN ADVERSE TAX CONSEQUENCES TO THE CONTRACT OWNER. THE CONTRACT
OWNER, THEREFORE, SHOULD CONSULT WITH A TAX ADVISER BEFORE UNDERTAKING ANY SUCH
SURRENDER. (SEE "FEDERAL TAX CONSIDERATIONS").
 
                                CONTRACT CHARGES
 
CONTINGENT DEFERRED SALES CHARGE ("CDSC")
 
    The CDSC covers expenses relating to the sale and distribution of the
Contracts, including commissions paid to distributing organizations and the cost
of preparing sales literature and other promotional activities.
 
    We assess a CDSC when you request a full or partial Surrender. The
percentage of the CDSC is based on how long each premium payment has been in the
Contract. Each premium payment has its own CDSC schedule. Premium payments are
Surrendered in the order that they were received. The longer you leave your
premium payment in the Contract, the lower the CDSC will be when you Surrender.
 
    The CDSC is a percentage of the amount Surrendered (not to exceed the total
amount of the premium payments made) and equals:
 
<TABLE>
<CAPTION>
          LENGTH OF
          TIME FROM
           PREMIUM           CDSC
           PAYMENT           CHARGE
          ---------          ---
          <S>                <C>
           1 year            7%
           2 years           6%
           3 years           6%
           4 years           5%
           5 years           4%
           6 years           3%
           7 years           2%
           8 years
           or more           0%
</TABLE>
 
<PAGE>
16                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
PAYMENTS NOT SUBJECT TO CDSC
 
    ANNUAL WITHDRAWAL AMOUNT -- During the first seven Contract years, you may
make a partial Surrender of Contract Values of up to 15% of the premium payments
each Contract Year on a non-cumulative basis, as determined on the date of the
requested Surrender, without the application of the CDSC. After the seventh
Contract Year, you may make a partial Surrender each Contract Year of 15% of
premium payments made during the seven years prior to the Surrender and 100% of
the Contract Value less the premium payments made during the seven years prior
to the Surrender.
 
    EXTENDED SURRENDER PRIVILEGE -- This privilege allows Annuitants who attain
age 70 1/2 with a Contract held under an Individual Retirement Account or 403(b)
plan to Surrender an amount equal to the required minimum distribution for the
stated Contract without incurring any CDSC.
 
WAIVERS OF CDSC
 
    CONFINEMENT IN A NURSING HOME, HOSPITAL OR LONG TERM CARE FACILITY
(DESCRIBED AS ELIGIBLE CONFINEMENT IN THE CONTRACT) -- We will waive any CDSC
applicable to a partial or full Surrender if the Annuitant, Contract Owner or
joint owner is confined, at the recommendation of a physician for medically
necessary reasons, for at least 180 calendar days to: a hospital recognized as a
general hospital by the proper authority of the state in which it is located; or
a hospital recognized as a general hospital by the Joint Commission on the
Accreditation of Hospitals; or a facility certified as a hospital or long-term
care facility; or a nursing home licensed by the state in which it is located
and offers the services of a registered nurse 24 hours a day.
 
    The Annuitant, Contract Owner or joint owner cannot be confined at the time
the Contract is purchased in order to receive this waiver and the Contract
Owner(s) must have been the Contract Owner(s) continuously since the Contract
issue date. You must provide written proof of confinement satisfactory to
Hartford and you must request the partial or full Surrender within 91 calendar
days of the last day of confinement.
 
    This waiver may not be available in all states. Please contact your
registered representative or contact Us to determine availability.
 
    DEATH OF THE ANNUITANT OR CONTRACT OWNER OR PAYMENTS UNDER AN ANNUITY OPTION
- -- No CDSC otherwise applicable will be assessed in the event of death of the
Annuitant, death of the Contract Owner or if payments are made under an Annuity
option (other than a Surrender of variable payments for a Period Certain Annuity
option) provided for under the Contract.
 
    OTHER PLANS OR PROGRAMS -- Certain plans or programs established by us from
time to time may have different Surrender privileges.
 
    MORTALITY AND EXPENSE RISK CHARGE -- For assuming risks under the Contract,
We deduct a daily charge at the rate of 1.25% per year against all Contract
Values held in the Accounts during the life of the Contract. Although variable
annuity payments made under the Contracts will vary in accordance with the
investment performance of the underlying Fund shares held in the Sub-Account(s),
the payments will not be affected by (a) our actual mortality experience among
Annuitants before or after the Annuity Commencement Date or (b) our actual
expenses, if greater than the deductions provided for in the Contracts because
of the expense and mortality undertakings by us.
 
    There are two types of mortality risks: those made during the accumulation
or deferral phase and those made during the annuity payout phase. The mortality
risk we take in the accumulation phase is that we may experience a loss
resulting from the assumption of the mortality risk relative to the death
benefit in event of the death of an Annuitant or Contract Owner before
commencement of Annuity payments, in periods of declining value. The mortality
risk we take during the annuity payout phase is to make monthly Annuity payments
(determined in accordance with the 1983a Individual Annuity Mortality Table and
other provisions contained in the Contract) to Annuitants regardless of how long
an Annuitant may live, and regardless of how long all Annuitants as a group may
live. These mortality undertakings are based on our determination of expected
mortality rates among all Annuitants. If actual experience among Annuitants
during the Annuity payment period deviates from our actuarial determination of
expected mortality rates among Annuitants because, as a group, their longevity
is longer than anticipated, we must provide amounts from our general funds to
fulfill our contractual obligations. We will bear the loss in such a situation.
 
    During the accumulation phase, we also provide an expense undertaking. We
assume the risk that the Annual Maintenance Fee for maintaining the Contracts
prior to the Annuity Commencement Date may be insufficient to cover the actual
cost of providing such items.
 
    ANNUAL MAINTENANCE FEE -- Each year, on each Contract Anniversary on or
before the Annuity Commencement Date, we will deduct an Annual Maintenance Fee,
if applicable, from Contract Values to reimburse us for expenses relating to the
maintenance of the Contract and Accounts. If during a Contract Year the Contract
is Surrendered for its full value, we will deduct the Annual Maintenance Fee at
the time of such Surrender. The fee is a flat fee that will be due in the full
amount regardless of the time of the Contract Year that Contract Values are
Surrendered. The Annual Maintenance Fee is $30 per Contract Year for Contracts
with less than $50,000 Contract Value on the Contract Anniversary. Fees will be
deducted on a pro rata basis according to the value in each Account under a
Contract.
 
    WAIVERS OF THE ANNUAL MAINTENANCE FEE -- Annual Maintenance Fees are waived
for Contracts with Contract Value equal
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               17
- --------------------------------------------------------------------------------
 
to or greater than $50,000. In addition, we will waive one Annual Maintenance
Fee for Contract Owners who own one or more Contracts with a combined Contract
Value of $50,000 up to $100,000. If you have multiple Contracts with a combined
Contract Value of $100,000 or greater, we will waive the Annual Maintenance Fee
on all Contracts. However, we reserve the right to limit the number of Annual
Maintenance Fee waivers to a total of six Contracts. We reserve the right to
waive the Annual Maintenance Fee under other conditions.
 
    PREMIUM TAXES -- Charges are also deducted for Premium Tax, if applicable,
imposed by state or other governmental entity. Certain states impose a Premium
Tax, currently ranging up to 3.5%. Some states assess the tax at the time
purchase payments are made; others assess the tax at the time of annuitization.
We will pay Premium Taxes at the time imposed under applicable law. At our sole
discretion, we may deduct Premium Taxes at the time we pay such taxes to the
applicable taxing authorities, at the time the Contract is Surrendered, at the
time a death benefit is paid, or at the time the Contract annuitizes.
 
    OPTIONAL DEATH BENEFIT FEE -- If you elect the Optional Death Benefit, we
will deduct daily from your Contract Value an additional charge which equals
 .15% of the Sub-Account value.
 
    EXCEPTIONS TO CHARGES UNDER THE CONTRACT -- We may offer, at our discretion,
reduced fees and charges including, but not limited to, CDSC, the mortality and
expense risk charge, administration charges, optional charges and the Annual
Maintenance Fee for certain sales (including employer sponsored savings plans)
under circumstances which may result in savings of certain costs and expenses.
Reductions in these fees and charges will not be unfairly discriminatory against
any Contract Owner.
 
                                 DEATH BENEFITS
 
DEATH BEFORE THE ANNUITY COMMENCEMENT DATE
 
    DETERMINATION OF THE BENEFICIARY -- If the Contract Owner or the Annuitant
dies before the Annuity Commencement Date, we will pay a Death Benefit to the
Beneficiary.
 
- - IF THE CONTRACT OWNER DIES before the Annuity Commencement Date, any surviving
  joint Contract Owner becomes the Beneficiary. If there is no surviving joint
  Contract Owner, the designated Beneficiary will be the Beneficiary. If the
  Contract Owner's spouse is the sole Beneficiary, the spouse may elect, in lieu
  of receiving the Contract Value, to be treated as the Contract Owner. If the
  Annuitant is not living and there is no Contingent Annuitant, the spouse will
  be presumed to be the Contingent Annuitant. If no Beneficiary designation is
  in effect or if the Beneficiary has predeceased the Contract Owner, the
  Contract Owner's estate will be the Beneficiary.
 
- - IF THE ANNUITANT DIES before the Annuity Commencement Date, the Contingent
  Annuitant will become the Annuitant. If either (a) there is no Contingent
  Annuitant, (b) the Contingent Annuitant predeceases the Annuitant, or (c) if
  any sole Contract Owner dies before the Annuity Commencement Date, the
  Beneficiary, as determined under the Contract control provisions, will receive
  the Death Benefit. However, if the Annuitant dies prior to the Annuity
  Commencement Date and the Contract Owner is living, the Contract Owner shall
  be the Beneficiary. In that case, the rights of any designated Beneficiary
  shall be void.
 
DETERMINATION OF THE DEATH BENEFIT
 
    IF YOU DID NOT ELECT THE OPTIONAL DEATH BENEFIT, Your Death Benefit, which
we will calculate as of the date we receive Due Proof of Death, will be
calculated as follows:
 
    If the deceased HAD NOT REACHED THEIR 81ST BIRTHDAY, the Death Benefit is
the greater of:
 
1)  100% of the total premium payments made to the Contract, reduced by any
    subsequent Surrenders, or
 
2)  The Contract Value of your annuity, or
 
3)  Your Maximum Anniversary Value, which is described below.
 
    The Maximum Anniversary Value is based on a series of calculations on
Contract Anniversaries of Contract Values, premium payments and partial
Surrenders. We will calculate an Anniversary Value for each Contract Anniversary
prior to the deceased's 81st birthday or date of death. The Anniversary Value is
equal to the Contract Value as of a Contract Anniversary, increased by the
dollar amount of any premium payments made since that anniversary and reduced by
the dollar amount of any partial Surrenders since that anniversary. The Maximum
Anniversary Value is equal to the greatest Anniversary Value attained from this
series of calculations.
 
    IF THE DECEASED REACHED THEIR 81ST BIRTHDAY, then the Death Benefit is the
greater of:
 
1)  100% of the total premium payments made to us, reduced by any subsequent
    Surrenders, or
 
2)  The Contract Value of your annuity, or
 
3)  The Maximum Anniversary Value.
 
    IF YOU DID ELECT THE OPTIONAL DEATH BENEFIT, the Death Benefit, which we
will calculate as of the date we receive Due Proof of Death, will be the greater
of:
 
1)  100% of the total premium payments made to us, reduced by any subsequent
    Surrenders;
 
2)  The Contract Value of your annuity;
 
3)  The Maximum Anniversary Value; or
 
4)  The Interest Accumulation Value, which is described below.
<PAGE>
18                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
    The Interest Accumulation Value is calculated by accumulating interest on
your premium payments at a rate of 5% per year up to the deceased's 81st
birthday or date of death, assuming you have not taken any Surrenders. If you
have taken any Surrenders, the 5% will be accumulated on your premium payments,
but there will be an adjustment for any of the Surrenders. This adjustment will
reduce the Optional Death Benefit proportionally for the Surrenders. We stop
compounding interest on the deceased's 81st birthday or date of death. After
that date, the Interest Accumulation Value will be adjusted by adding any
subsequent payments and subtracting proportional adjustments for any partial
Surrenders. The Optional Death Benefit is limited to a maximum of 200% of
premium payments, less proportional adjustments for any Surrenders. For examples
on how the Optional Death Benefit is calculated see "Appendix II".
 
    SPOUSAL CONTRACT CONTINUATION -- If the Death Benefit beneficiary is the
Contract Owner's spouse, the Contract will continue with the spouse as Contract
Owner, unless the spouse elects to receive the Death Benefit as a lump sum
payment or as an annuity payment option. If the Contract continues with the
spouse as Contract Owner, we will adjust the Contract Value to the amount that
we would have paid as the Death Benefit payment, had the spouse elected to
receive the Death Benefit as a lump sum payment. This provision will only apply
one time for each Contract.
 
    CALCULATION OF THE DEATH BENEFIT -- If the Contract Owner or Annuitant dies
before the Annuity Commencement Date and a Death Benefit is payable to the
Beneficiary, the Death Benefit will be calculated as of the date we receive
written notification of Due Proof of Death. THE DEATH BENEFIT REMAINS INVESTED
IN THE SEPARATE ACCOUNT ACCORDING TO YOUR LAST INSTRUCTIONS UNTIL THE PROCEEDS
ARE PAID OR WE RECEIVE NEW SETTLEMENT INSTRUCTIONS FROM THE BENEFICIARY. DURING
THE TIME PERIOD BETWEEN OUR RECEIPT OF WRITTEN NOTIFICATION OF DUE PROOF OF
DEATH AND OUR RECEIPT OF THE COMPLETE SETTLEMENT INSTRUCTIONS, THE CALCULATED
DEATH BENEFIT WILL BE SUBJECT TO MARKET FLUCTUATIONS. UPON RECEIPT OF COMPLETE
SETTLEMENT INSTRUCTIONS, WE WILL CALCULATE THE PAYABLE AMOUNT.
 
    Any Annuity payments made on or after the date of death, but before receipt
of written notification of Due Proof of Death will be recovered by us from the
Payee.
 
DEATH ON OR AFTER THE ANNUITY COMMENCEMENT DATE
 
    If, on or after the Annuity Commencement Date, the Contract Owner dies and
the Annuitant is living, the Beneficiary becomes the Contract Owner. If the
Annuitant dies and the Contract Owner is living, the Contract Owner becomes the
Beneficiary.
 
    If the Annuitant dies on or after the Annuity Commencement Date, a Death
Benefit may be paid or payments may continue under the following annuity payment
options:
 
X  Life Annuity with Cash Refund
 
X  Life Annuity with payments for a Period Certain
 
X  Joint and Last Survivor Life Annuity with payments for a Period Certain and
 
X  payments for a Period Certain.
 
                             SETTLEMENT PROVISIONS
 
    You select an Annuity Commencement Date which will not be deferred beyond
the Valuation Day immediately following the later of the Annuitant's 90th
birthday or the end of the tenth Contract Year. You may elect a later Annuity
Commencement Date if we allow and subject to the laws and regulations then in
effect. If the Contract is sold as part of a Charitable Remainder Trust, the
Annuity Commencement Date may be deferred to the Annuitant's 100th birthday. The
Annuity Commencement Date may be changed from time to time, but ANY CHANGE MUST
BE WITHIN 30 DAYS PRIOR TO THE DATE ON WHICH ANNUITY PAYMENTS ARE SCHEDULED TO
BEGIN.
 
    You also elect in writing an annuity payment option, which may be any of the
options described below or any annuity payment option then being offered by us.
The annuity payment option may not be changed on or after the Annuity
Commencement Date. The Contract contains the six annuity payment options
described below and the Annuity Proceeds Settlement Option.
 
    For Qualified Contracts, the following annuity payment options are only
available if the guaranteed payment period is less than the life expectancy of
the Annuitant at the time the option becomes effective. The Annuity Proceeds
Settlement option is available for Qualified Contracts only if the guaranteed
payment period is less than the life expectancy of the Beneficiary at the time
the option becomes effective. Such life expectancies are computed on the basis
of the mortality table prescribed by the IRS, or if none is prescribed, the
mortality table in use by us. If you do not elect otherwise, fixed dollar amount
annuity payments will begin automatically on the Annuity Commencement Date,
under the Life Annuity Payment Option.
 
    For Non-Qualified Contracts, if you do not elect otherwise, fixed dollar
amount annuity payments will automatically begin on the Annuity Commencement
Date under the annuity payment option Life Annuity with payments for a Period
Certain of 10 years. For Contracts and Contracts issued in Texas, if you do not
elect otherwise, fixed dollar amount annuity payments will begin automatically
on the Annuity Commencement Date, under the Life Annuity Payment Option.
 
    With the exception of the option Payments for a Period Certain, if the
variable dollar amount payment is selected, no Surrenders are permitted after
annuity payments begin.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               19
- --------------------------------------------------------------------------------
 
ANNUITY PAYMENT OPTIONS
 
    OPTION 1 -- LIFE ANNUITY where we make Annuity payments for as long as the
Annuitant lives.
 
- -  Payments under this option STOP UPON THE DEATH OF THE ANNUITANT, even if the
   Annuitant dies after one payment.
 
    OPTION 2 -- LIFE ANNUITY with Cash Refund where we make payments during the
life of the Annuitant and when the Annuitant dies, we pay the remaining value to
the Beneficiary. The remaining value is calculated at the time we receive Due
Proof of Death by subtracting the annuity payments already made from the
Contract Value less any applicable Premium Taxes applied to this annuity payment
option.
 
- -  This option is only available if you select payments using a VARIABLE DOLLAR
   AMOUNT PAYMENT OPTION WITH THE 5% AIR OR FIXED DOLLAR AMOUNT ANNUITY
   PAYMENTS.
 
    OPTION 3 -- LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN where we make
payments to you for the life of the Annuitant but you are at least guaranteed
payments for a time period you select which is a minimum of 5 years and a
maximum of 100 years minus your Annuitant's age.
 
- -  If the Annuitant dies prior to the end of the period selected, we will pay
   your Beneficiary the present value of the remaining payments, either in a
   lump sum payment or we will continue payments until the end of the period
   selected.
 
    OPTION 4 -- JOINT AND LAST SURVIVOR ANNUITY where we make payments during
the lifetimes of the Annuitant and another designated individual called the
Joint Annuitant At the time of electing this Annuity Option, the Contract Owner
may elect reduced payments over the remaining lifetime of the survivor.
 
- -  Payments under this option STOP UPON THE DEATH OF THE ANNUITANT AND JOINT
   ANNUITANT, even if the Annuitant and Joint Annuitant die after one payment.
 
    OPTION 5 -- JOINT AND LAST SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD
CERTAIN where we make payments during the lifetime of the Annuitant and a Joint
Annuitant, and we guarantee that those payments for a time period you select
which is not less than 5 years and no more than 100 years minus the younger
Annuitant's age. At the time of electing this Annuity Option, the Contract Owner
may elect reduced payments over the remaining lifetime of the survivor.
 
- -  If the Annuitant and Joint Annuity die prior to the end of the period
   selected, we will pay your Beneficiary the present value of the remaining
   payments, either in a lump sum payment or We will continue payments until the
   end of the period selected.
 
    OPTION 6 -- PAYMENTS FOR A PERIOD CERTAIN where we agree to make payments
for a specified time. The minimum period that you can select is 10 years during
the first two Contract years and 5 years after the second Contract Anniversary.
The maximum period that you can select is 100 years minus your Annuitant's age.
 
- -  If you select this option under a variable dollar amount payment, YOU MAY
   SURRENDER YOUR ANNUITY after annuity payments have started and we will give
   you the present value of the remaining payments less any applicable
   Contingent Deferred Sales Charge.
 
- -  If the Annuitant dies prior to the end of the period selected, we will pay
   your Beneficiary the present value of the remaining payments, either in a
   lump sum payment or we will continue payments until the end of the period
   selected.
 
    OPTION 7 -- THE ANNUITY PROCEEDS SETTLEMENT OPTION. Proceeds from the Death
Benefit may be left with us for at least 5 years from the date of the Contract
Owner's death if the death occurs prior to the Annuity Commencement Date. These
proceeds will remain in the Account(s) to which they were allocated at the time
of death unless the Beneficiary elects to reallocate them. Full or partial
Surrenders may be made at any time. In the event of a complete Surrender, the
remaining value will equal the Contract Value of the proceeds left with us,
minus any partial Surrenders. This option may not be available under certain
Contracts issued in connection with Qualified Plans.
 
    WE MAY OFFER OTHER ANNUITY PAYMENT OPTIONS FROM TIME TO TIME.
 
                                ANNUITY PAYMENTS
 
    When your decide to begin to take payments, we calculate your Contract Value
minus any Premium Tax which we must pay and, unless you instruct us otherwise,
we apply that amount to a variable annuity with the same Sub-Account values. You
may however, choose to have your Contract Value applied to a fixed annuity
instead.
 
    IMPORTANT -- YOU SHOULD CONSIDER THE QUESTION OF ALLOCATION OF CONTRACT
VALUES (LESS APPLICABLE PREMIUM TAXES) AMONG ACCOUNTS TO MAKE CERTAIN THAT
ANNUITY PAYMENTS ARE BASED ON THE INVESTMENT ALTERNATIVE BEST SUITED TO YOUR
NEEDS FOR RETIREMENT.
 
    ANNUITY PAYMENTS -- The minimum Annuity payment is $50. No election may be
made which results in a first payment of less than $50. If at any time Annuity
payments are or become less than $50, we have the right to change the frequency
of payment to intervals so that payments will at least be $50. For Contracts
issued in the State of New York Contracts, the minimum monthly Annuity payment
is $20. If any amount due is less than the minimum amount per year, we make such
other settlement as may be equitable to the Payee.
 
    All Annuity payments under any option will occur the same day of the month
as the Annuity Commencement Date,
<PAGE>
20                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
based on the payment frequency selected by you. Available payment frequencies
include monthly, quarterly, semi-annual and annual. The payment frequency may be
changed within 30 days prior to the anniversary of your Annuity Commencement
Date.
 
    ANNUITY COMMENCEMENT DATE -- You select the Annuity Commencement Date in
your application or order request. The Annuity Calculation Date will be no more
than five Valuation Days before the Annuity Commencement Date.
 
    ANNUITY CALCULATION DATE -- On the Annuity Calculation Date, your Contract
Value less any applicable Premium Tax is applied to purchase Annuity Units of
the Sub-Accounts selected by you. The first Annuity payment is computed using
the value of these Annuity Units as of the Annuity Calculation Date.
 
    INCOME PAYMENT DATES -- All Annuity payments after the first Annuity payment
are computed and payable as of the Income Payment Dates. These dates are the
same day of the month as the Annuity Commencement Date, based on the Annuity
payment frequency selected by you. They are also shown on the specification page
of your Contract. You may choose from monthly, quarterly, semi-annual and annual
payments. The Annuity payment frequency may not be changed once selected by you.
 
    IN THE EVENT THAT YOU DO NOT SELECT A PAYMENT FREQUENCY, ANNUITY PAYMENTS
WILL BE MADE MONTHLY.
 
VARIABLE ANNUITY PAYMENTS
 
    THE FIRST VARIABLE ANNUITY PAYMENT -- Variable Annuity payments are periodic
payments we pay to your designated Payee, the amount of which varies from one
Income Payment Date to the next as a function of the net investment performance
of the Sub-Accounts selected by you. The dollar amount of the first Variable
Annuity payment depends on the annuity payment option chosen, the age of the
Annuitant, the gender of the Annuitant (if applicable), the amount of Contract
Value less applicable Premium Tax applied to purchase the Annuity payments, and
the applicable annuity purchase rates based on the 1983a Individual Annuity
Mortality table using projection scale G projected to the year 2000 and an AIR
of not less than 3.0%.
 
    The dollar amount of the first Variable Annuity payment attributable to each
Sub-Account is determined by dividing the dollar amount of the Contract Value
less applicable Premium Tax applied to that Sub-Account on the Annuity
Calculation Date by $1,000 and multiplying the result by the payment factor in
the Contract for the selected annuity payment option. The dollar value of the
first Variable Annuity payment is the sum of the first Variable Annuity payments
attributable to each Sub-Account.
 
    ANNUITY UNITS -- The number of Annuity Units attributable to a Sub-Account
is derived by dividing the first Variable Annuity payment attributable to that
Sub-Account by the Annuity Unit value for that Sub-Account for the Valuation
Period ending on the Annuity Calculation Date or during which the Annuity
Calculation Date falls if the Valuation Period does not end on such date. The
number of Annuity Units attributable to each Sub-Account under a Contract
remains fixed unless there is a transfer of Annuity Units between Sub-Accounts.
 
    SUBSEQUENT VARIABLE ANNUITY PAYMENTS -- The dollar amount of each subsequent
Variable Annuity payment attributable to each Sub-Account is calculated on the
Income Payment Date. It is determined by multiplying (a) by (b), where:
 
(a) is the number of Annuity Units of each Sub-Account credited under the
    Contract and
 
(b) is the Annuity Unit value (described below) for that Sub-Account.
 
    The total subsequent Variable Annuity payments equal the sum of the amounts
attributable to each Sub-Account.
 
    When an Income Payment Date falls on a day that is not a Valuation Day, the
Income Payment is computed as of the prior Valuation Day. If the date of the
month elected does not occur in a given month, i.e., the 29th, 30th, or 31st of
a month, the payment will be computed as of the last Valuation Day of the month.
 
    The Annuity Unit value of each Sub-Account for any Valuation Period is equal
to (a) multiplied by (b) multiplied by (c) where:
 
(a) is the Net Investment Factor for the Valuation Period for which the Annuity
    Unit value is being calculated;
 
(b) is the Annuity Unit value for the preceding Valuation Period; and
 
(c) is the Annuity Unit Factor
 
    The Annuity Unit Factor neutralizes the AIR percentage (3%, 5%, or 6%). The
daily Annuity Unit Factor corresponding to the AIR percentages of 3%, 5%, and 6%
are 0.999919, 0.999866, and 0.999840, respectively
 
    THE ASSUMED INVESTMENT RETURN (AIR) -- The Annuity Unit value will increase
or decrease from one Income Payment Date to the next in direct proportion to the
net investment return of the Sub-Account(s) supporting the Variable Annuity
payments, less an adjustment to neutralize the selected AIR. Dividing what would
otherwise be the Annuity Unit
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HARTFORD LIFE INSURANCE COMPANY                                               21
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  value by the AIR factor is necessary in order to adjust the change in the
  Annuity Unit value (resulting from the Net Investment Factor) so that the
  Annuity Unit value only changes to the extent that the Net Investment Factor
  represents a rate of return greater than or less than the AIR selected by you.
  Without this adjustment, the Net Investment Factor would decrease the Annuity
  Unit value to the extent that such value represented an annualized rate of
  return of less than 0.0% and increase the Annuity Unit value to the extent
  that such value represented an annualized rate of return of greater than 0.0%.
 
    The Contract permits Contract Owners to select one of three AIRs: 3%, 5% or
6%. A higher AIR will result in a higher initial payment, a more slowly rising
series of subsequent payments when actual investment performance (minus any
deductions and expenses) exceeds the AIR, and a more rapid drop in subsequent
payments when actual investment performance (minus any deductions and expenses)
is less than the AIR. The following examples may help clarify the impact of
selecting one AIR over another:
 
- - If you select a 3% AIR and if the net investment return of the Sub-Account for
  an Annuity payment period is equal to the pro-rated portion of the 3% AIR, the
  Variable Annuity payment attributable to that Sub-Account for that period will
  equal the Annuity payment for the prior period. To the extent that such net
  investment return exceeds an annualized rate of return of 3% for a payment
  period, the Annuity payment for that period will be greater than the Annuity
  payment for the prior period and to the extent that such return for a period
  falls short of an annualized rate of 3%, the Annuity payment for that period
  will be less than the Annuity payment for the prior period.
 
- - If you select a 5% AIR and if the net investment return of the Sub-Account for
  an Annuity payment period is equal to the pro-rated portion of the 5% AIR, the
  Variable Annuity payment attributable to that Sub-Account for that period will
  equal the Annuity payment for the prior period. To the extent that such net
  investment return exceeds an annualized rate of return of 5% for a payment
  period, the Annuity payment for that period will be greater than the Annuity
  payment for the prior period and to the extent that such return for a period
  falls short of an annualized rate of 5%, the Annuity payment for that period
  will be less than the Annuity payment for the prior period.
 
- - If you select a 6% AIR and if the net investment return of the Sub-Account for
  an Annuity payment period is equal to the pro-rated portion of the 6% AIR, the
  Variable Annuity payment attributable to that Sub-Account for that period will
  equal the Annuity payment for the prior period. To the extent that such net
  investment return exceeds an annualized rate of return of 6% for a payment
  period, the Annuity payment for that period will be greater than the Annuity
  payment for the prior period and to the extent that such return for a period
  falls short of an annualized rate of 6%, the Annuity payment for that period
  will be less than the Annuity payment for the prior period.
 
    LEVEL VARIABLE ANNUITY PAYMENTS WOULD BE PRODUCED IF THE INVESTMENT RATE
RETURNS REMAINED CONSTANT AND EQUAL TO THE AIR. IN FACT, PAYMENTS WILL VARY UP
OR DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE AIR.
 
    EXCHANGE (TRANSFER) OF ANNUITY UNITS -- After the Annuity Calculation Date,
you may exchange (i.e., transfer) the dollar value of a designated number of
Annuity Units of a particular Sub-Account for an equivalent dollar amount of
Annuity Units of another Sub-Account. On the date of the transfer, the dollar
amount of a Variable Annuity payment generated from the Annuity Units of either
Sub-Account would be the same. Transfers are executed as of the day Hartford
receives a written request for a transfer. For guidelines refer to Sub-Account
Value Transfers Before and After the Annuity Commencement Date.
 
    FIXED DOLLAR ANNUITY -- Fixed Annuity payments are determined at
annuitization by multiplying the Contract Value (less applicable Premium Taxes)
by a rate to be determined by Hartford which is no less than the rate specified
in the Fixed Annuity option tables in the Contract. The Annuity payment will
remain level for the duration of the Annuity. Any Fixed Annuity allocation may
not be changed.
 
                               OTHER INFORMATION
 
    ASSIGNMENT -- Ownership of this Contract is generally assignable. However,
if the Contracts are issued pursuant to some form of Qualified Plan, it is
possible that the ownership of the Contracts may not be transferred or assigned
depending on the type of tax-qualified retirement plan involved. An assignment
of a Non-Qualified Contract may subject the Contract Values or assignment
proceeds to income taxes and certain penalty taxes.
 
    CONTRACT MODIFICATION -- The Annuitant may not be changed; however, the
Contingent Annuitant may be changed at any time prior to the Annuity
Commencement Date by sending us written notice. We may modify the Contract, but
no modification will effect the amount or term of any Contract unless a
modification is required to conform the Contract to applicable Federal or State
law. No modification will effect the method by which Contract Values are
determined.
 
                           FEDERAL TAX CONSIDERATIONS
 
    What are some of the federal tax consequences which affect these Contracts?
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22                                               HARTFORD LIFE INSURANCE COMPANY
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                                    GENERAL
 
    SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE CONTRACT OWNER INVOLVED AND THE TYPE OF PLAN UNDER
WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A CONTRACT DESCRIBED
HEREIN.
 
    It should be understood that any detailed description of the federal income
tax consequences regarding the purchase of these Contracts cannot be made in
this Prospectus and that special tax rules may be applicable with respect to
certain purchase situations not discussed herein. In addition, no attempt is
made here to consider any applicable state or other tax laws. For detailed
information, a qualified tax adviser should always be consulted. The discussion
here and in Appendix I, commencing on page 27, is based on Hartford's
understanding of existing federal income tax laws as they are currently
interpreted.
 
                            TAXATION OF HARTFORD AND
                              THE SEPARATE ACCOUNT
 
    The Separate Account is taxed as part of Hartford which is taxed as a life
insurance company in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under subchapter M of Chapter 1 of the Code.
Investment income and any realized capital gains on the assets of the Separate
Account are reinvested and are taken into account in determining the value of
the Accumulation and Annuity Units (See "Accumulation Unit Values" commencing on
page 13). As a result, such investment income and realized capital gains are
automatically applied to increase reserves under the Contract.
 
    No taxes are due on interest, dividends and short-term or long-term capital
gains earned by the Separate Account with respect to Qualified or Non-Qualified
Contracts.
 
                  TAXATION OF ANNUITIES -- GENERAL PROVISIONS
                        AFFECTING PURCHASERS OTHER THAN
                           QUALIFIED RETIREMENT PLANS
 
    Section 72 of the Code governs the taxation of annuities in general.
 
 1. NON-NATURAL PERSONS, CORPORATIONS, ETC.
 
    Section 72 contains provisions for Contract Owners which are non-natural
persons. Non-natural persons include corporations, trusts, limited liability
companies and partnerships. The annual net increase in the value of the Contract
is currently includable in the gross income of a non-natural person, unless the
non-natural person holds the Contract as an agent for a natural person. There
are additional exceptions from current inclusion for (i) certain annuities held
by structured settlement companies, (ii) certain annuities held by an employer
with respect to a terminated qualified retirement plan and (iii) certain
immediate annuities. A non-natural person which is a tax-exempt entity for
federal tax purposes will not be subject to income tax as a result of this
provision.
 
    If the Contract Owner is not an individual, the primary Annuitant shall be
treated as the Contract Owner for purposes of making distributions which are
required to be made upon the death of the Contract Owner. If there is a change
in the primary Annuitant, such change shall be treated as the death of the
Contract Owner.
 
 2. OTHER CONTRACT OWNERS (NATURAL PERSONS)
 
    A Contract Owner is not taxed on increases in the value of the Contract
until an amount is received or deemed received, e.g., in the form of a lump sum
payment (full or partial value of a Contract) or as Annuity payments under the
settlement option elected.
 
    The provisions of Section 72 of the Code concerning distributions are
summarized briefly below. Also summarized are special rules affecting
distributions from Contracts obtained in a tax-free exchange for other annuity
contracts or life insurance contracts which were purchased prior to August 14,
1982.
 
    A. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE
 
 i. Total premium payments less amounts received which were not includable in
    gross income equal the "investment in the contract" under Section 72 of the
    Code.
 
 ii. To the extent that the value of the Contract (ignoring any surrender
     charges except on a full Surrender) exceeds the "investment in the
     contract," such excess constitutes the "income on the contract."
 
 iii. Any amount received or deemed received prior to the Annuity Commencement
      Date (e.g., upon a partial Surrender) is deemed to come first from any
      such "income on the contract" and then from "investment in the contract,"
      and for these purposes such "income on the contract" shall be computed by
      reference to any aggregation rule in subparagraph 2.c. below. As a result,
      any such amount received or deemed received (1) shall be includable in
      gross income to the extent that such amount does not exceed any such
      "income on the contract," and (2) shall not be includable in gross income
      to the extent that such amount does exceed any such "income on the
      contract." If at the time that any amount is received or deemed received
      there is no "income on the contract" (e.g., because the gross value of the
      Contract does not exceed the "investment in the contract" and no
      aggregation rule applies), then such amount received or deemed received
      will not
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HARTFORD LIFE INSURANCE COMPANY                                               23
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    be includable in gross income, and will simply reduce the "investment in the
      contract."
 
 iv. The receipt of any amount as a loan under the Contract or the assignment or
     pledge of any portion of the value of the Contract shall be treated as an
     amount received for purposes of this subparagraph a. and the next
     subparagraph b.
 
 v. In general, the transfer of the Contract, without full and adequate
    consideration, will be treated as an amount received for purposes of this
    subparagraph a. and the next subparagraph b. This transfer rule does not
    apply, however, to certain transfers of property between spouses or incident
    to divorce.
 
    B. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE. Annuity payments made
periodically after the Annuity Commencement Date are includable in gross income
to the extent the payments exceed the amount determined by the application of
the ratio of the "investment in the contract" to the total amount of the
payments to be made after the Annuity Commencement Date (the "exclusion ratio").
 
 i. When the total of amounts excluded from income by application of the
    exclusion ratio is equal to the investment in the contract as of the Annuity
    Commencement Date, any additional payments (including Surrenders) will be
    entirely includable in gross income.
 
 ii. If the annuity payments cease by reason of the death of the Annuitant and,
     as of the date of death, the amount of annuity payments excluded from gross
     income by the exclusion ratio does not exceed the investment in the
     contract as of the Annuity Commencement Date, then the remaining portion of
     unrecovered investment shall be allowed as a deduction for the last taxable
     year of the Annuitant.
 
 iii. Generally, non-periodic amounts received or deemed received after the
      Annuity Commencement Date are not entitled to any exclusion ratio and
      shall be fully includable in gross income. However, upon a full Surrender
      after such date, only the excess of the amount received (after any
      surrender charge) over the remaining "investment in the contract" shall be
      includable in gross income (except to the extent that the aggregation rule
      referred to in the next subparagraph c. may apply).
 
    C. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS. Contracts issued after
October 21, 1988 by the same insurer (or affiliated insurer) to the same
Contract Owner within the same calendar year (other than certain contracts held
in connection with a tax-qualified retirement arrangement) will be treated as
one annuity Contract for the purpose of determining the taxation of
distributions prior to the Annuity Commencement Date. An annuity contract
received in a tax-free exchange for another annuity contract or life insurance
contract may be treated as a new Contract for this purpose. Hartford believes
that for any annuity subject to such aggregation, the values under the Contracts
and the investment in the contracts will be added together to determine the
taxation under subparagraph 2.a., above, of amounts received or deemed received
prior to the Annuity Commencement Date. Surrenders will first be treated as
surrenders of income until all of the income from all such Contracts is
withdrawn. As of the date of this Prospectus, there are no regulations
interpreting this provision.
 
    D. 10% PENALTY TAX -- APPLICABLE TO CERTAIN SURRENDERS AND ANNUITY PAYMENTS
 
 i. If any amount is received or deemed received on the Contract (before or
    after the Annuity Commencement Date), the Code applies a penalty tax equal
    to ten percent of the portion of the amount includable in gross income,
    unless an exception applies.
 
 ii. The 10% penalty tax will not apply to the following distributions
     (exceptions vary based upon the precise plan involved):
 
    1.  Distributions made on or after the date the recipient has attained the
        age of 59 1/2
 
    2.  Distributions made on or after the death of the holder or where the
        holder is not an individual, the death of the primary annuitant.
 
    3.  Distributions attributable to a recipient's becoming disabled.
 
    4.  A distribution that is part of a scheduled series of substantially equal
        periodic payments for the life (or life expectancy) of the recipient (or
        the joint lives or life expectancies of the recipient and the
        recipient's Beneficiary).
 
    5.  Distributions of amounts which are allocable to the "investment in the
        contract" prior to August 14, 1982 (see next subparagraph e.).
 
    E. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
       AUGUST 14, 1982.
 
    If the Contract was obtained by a tax-free exchange of a life insurance or
annuity Contract purchased prior to August 14, 1982, then any amount received or
deemed received prior to the Annuity Commencement Date shall be deemed to come
(1) first from the amount of the "investment in the contract" prior to August
14, 1982 ("pre-8/14/82 investment") carried over from the prior Contract, (2)
then from the portion of the "income on the contract" (carried over to, as well
as accumulating in, the successor Contract) that is attributable to such
pre-8/14/82 investment, (3) then from the remaining "income on the contract" and
(4) last from the remaining "investment in the contract." As a result, to the
extent that such amount received or deemed received does not exceed such
pre-8/14/82 investment, such amount is not includable in gross income., In
addition, to the extent that such amount
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24                                               HARTFORD LIFE INSURANCE COMPANY
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received or deemed received does not exceed the sum of (a) such pre-8/14/82
investment and (b) the "income on the contract" attributable thereto, such
amount is not subject to the 10% penalty tax. In all other respects, amounts
received or deemed received from such post-exchange Contracts are generally
subject to the rules described in this subparagraph 3.
 
    F. REQUIRED DISTRIBUTIONS
 
 i. Death of Contract Owner or Primary Annuitant
 
    Subject to the alternative election or spouse beneficiary provisions in ii
    or iii below:
 
    1.  If any Contract Owner dies on or after the Annuity Commencement Date and
        before the entire interest in the Contract has been distributed, the
        remaining portion of such interest shall be distributed at least as
        rapidly as under the method of distribution being used as of the date of
        such death;
 
    2.  If any Contract Owner dies before the Annuity Commencement Date, the
        entire interest in the Contract will be distributed within 5 years after
        such death; and
 
    3.  If the Contract Owner is not an individual, then for purposes of 1. or
        2. above, the primary annuitant under the Contract shall be treated as
        the Contract Owner, and any change in the primary annuitant shall be
        treated as the death of the Contract Owner. The primary annuitant is the
        individual, the events in the life of whom are of primary importance in
        affecting the timing or amount of the payout under the Contract.
 
 ii. Alternative Election to Satisfy Distribution Requirements
    If any portion of the interest of a Contract Owner described in i. above is
     payable to or for the benefit of a designated beneficiary, such beneficiary
     may elect to have the portion distributed over a period that does not
     extend beyond the life or life expectancy of the beneficiary. The election
     and payments must begin within a year of the death.
 
 iii. Spouse Beneficiary
    If any portion of the interest of a Contract Owner is payable to or for the
    benefit of his or her spouse, and the Annuitant or Contingent Annuitant is
    living, such spouse shall be treated as the Contract Owner of such portion
    for purposes of section i. above.
 
 3. DIVERSIFICATION REQUIREMENTS
 
    Section 817 of the Code provides that a variable annuity contract will not
be treated as an annuity contract for any period during which the investments
made by the Separate Account or underlying fund are not adequately diversified
in accordance with regulations prescribed by the Treasury Department. If a
Contract is not treated as an annuity contract, the Contract Owner will be
subject to income tax on the annual increases in cash value.
 
    The Treasury Department has issued diversification regulations which
generally require, among other things, that no more than 55% of the value of the
total assets of the segregated asset account underlying a variable contract is
represented by any one investment, no more than 70% is represented by any two
investments, no more than 80% is represented by any three investments, and no
more than 90% is represented by any four investments. In determining whether the
diversification standards are met, all securities of the same issuer, all
interests in the same real property project, and all interests in the same
commodity are each treated as a single investment. In addition, in the case of
government securities, each government agency or instrumentality shall be
treated as a separate issuer.
 
    A Separate Account must be in compliance with the diversification standards
on the last day of each calendar quarter or within 30 days after the quarter
ends. If an insurance company inadvertently fails to meet the diversification
requirements, the company may comply within a reasonable period and avoid the
taxation of contract income on an ongoing basis. However, either the company or
the Contract Owner must agree to pay the tax due for the period during which the
diversification requirements were not met.
 
    Hartford monitors the diversification of investments in the Separate
Accounts and tests for diversification as required by the Code. Hartford intends
to administer all contracts subject to the diversification requirements in a
manner that will maintain adequate diversification.
 
 4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT
 
    In order for a variable annuity contract to qualify for tax deferral, assets
in the segregated asset accounts supporting the variable contract must be
considered to be owned by the insurance company and not by the variable contract
owner. The Internal Revenue Service ("IRS") has issued several rulings which
discuss investor control. The IRS has ruled that certain incidents of ownership
by the contract owner, such as the ability to select and control investments in
a Separate Account, will cause the contract owner to be treated as the owner of
the assets for tax purposes.
 
    Further, in the explanation to the temporary Section 817 diversification
regulations, the Treasury Department noted that the temporary regulations "do
not provide guidance concerning the circumstances in which investor control of
the investments of a segregated asset account may cause the investor, rather
than the insurance company, to be treated as the owner of the assets in the
Account." The explanation further indicates that "the temporary regulations
provide that in appropriate cases a segregated asset account may include
multiple sub-accounts, but do not specify the extent to which policyholders may
direct their
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investments to particular sub-accounts without being treated as the owners of
the underlying assets. Guidance on this and other issues will be provided in
regulations or revenue rulings under Section 817(d), relating to the definition
of variable contract." The final regulations issued under Section 817 did not
provide guidance regarding investor control, and as of the date of this
prospectus, no other such guidance has been issued. Further, Hartford does not
know if or in what form such guidance will be issued. In addition, although
regulations are generally issued with prospective effect, it is possible that
regulations may be issued with retroactive effect. Due to the lack of specific
guidance regarding the issue of investor control, there is necessarily some
uncertainty regarding whether a Contract Owner could be considered the owner of
the assets for tax purposes. Hartford reserves the right to modify the
contracts, as necessary, to prevent Contract Owners from being considered the
owners of the assets in the Separate Accounts.
 
                         FEDERAL INCOME TAX WITHHOLDING
 
    The portion of a distribution which is taxable income to the recipient will
be subject to federal income tax withholding, pursuant to Section 3405 of the
Code. The application of this provision is summarized below:
 
 1. NON-PERIODIC DISTRIBUTIONS
 
    The portion of a non-periodic distribution which constitutes taxable income
will be subject to federal income tax withholding unless the recipient elects
not to have taxes withheld. If an election not to have taxes withheld is not
provided, 10% of the taxable distribution will be withheld as federal income
tax. Election forms will be provided at the time distributions are requested. If
the necessary election forms are not submitted to Hartford, Hartford will
automatically withhold 10% of the taxable distribution.
 
 2. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN ONE
    YEAR)
 
    The portion of a periodic distribution which constitutes taxable income will
be subject to federal income tax withholding as if the recipient were married
claiming three exemptions. A recipient may elect not to have income taxes
withheld or have income taxes withheld at a different rate by providing a
completed election form. Election forms will be provided at the time
distributions are requested.
 
                     GENERAL PROVISIONS AFFECTING QUALIFIED
                                RETIREMENT PLANS
 
    The Contract may be used for a number of qualified retirement plans. If the
Contract is being purchased with respect to some form of qualified retirement
plan, please refer to Appendix I commencing on page 27 for information relative
to the types of plans for which it may be used and the general explanation of
the tax features of such plans.
 
                    ANNUITY PURCHASES BY NONRESIDENT ALIENS
                            AND FOREIGN CORPORATIONS
 
    The discussion above provides general information regarding U.S. federal
income tax consequences to annuity purchasers that are U.S. citizens or
residents. Purchasers that are not U.S. citizens or residents will generally be
subject to U.S. federal income tax and withholding on annuity distributions at a
30% rate, unless a lower treaty rate applies. In addition, purchasers may be
subject to state Premium Tax, other state and/or municipal taxes, and taxes that
may be imposed by the purchaser's country of citizenship or residence.
Prospective purchasers are advised to consult with a qualified tax adviser
regarding U.S., state, and foreign taxation with respect to an annuity purchase.
 
                                 MISCELLANEOUS
 
                             HOW CONTRACTS ARE SOLD
 
    Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account. HSD
is an affiliate of Hartford. Hartford's parent company indirectly owns 100% of
HSD. The principal business address of HSD is the same as that of Hartford.
 
    The securities will be sold by salesperson of HSD who represent Hartford as
insurance and variable annuity agents and who are registered representatives of
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.
 
    Commissions will be paid by Hartford and will not be more than 6% of premium
payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.
 
    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
<PAGE>
26                                               HARTFORD LIFE INSURANCE COMPANY
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institutions, will be made by HSD, its affiliates or Hartford out of their own
assets and will not effect the amounts paid by the policyholders or contract
owners to purchase, hold or Surrender variable insurance products.
 
                                   YEAR 2000
 
    The Year 2000 issue relates to the ability or inability of computer systems
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 computer systems that are in use today were developed years
ago when a year was identified using a two-digit field rather than a four-digit
field. As information and data containing or related to the century date are
introduced to computer hardware, software and other systems, date sensitive
systems may recognize the year 2000 as 1900, or not at all, which may result in
computer systems processing information incorrectly. This, in turn, may
significantly and adversely affect the integrity and reliability of information
databases 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 and others, may also
adversely affect any given company.
 
    As an insurance and financial services company, Hartford has thousands of
individual and business customers that have purchased or invested in insurance
policies, annuities, mutual funds and other financial products. Nearly all of
these policies and products contain date sensitive data, such as policy
expiration dates, birth dates, premium payments dates and the like. In addition,
Hartford has business relationships with numerous third parties that affect
virtually all aspects of its business, including, without limitation, suppliers,
computer hardware and software vendors, insurance agents and brokers, securities
broker-dealers and other distributors of financial products.
 
    Beginning in 1990, Hartford began working on making its computer systems
Year 2000 ready, either by installing new programs or by replacing systems. In
January 1998, Hartford commenced a company-wide program to further identify,
assess and remediate the impact of Year 2000 problems in all of Hartford's
business segments. Hartford currently anticipates that this internal program
will be substantially completed by the end of 1998, and testing of computer
systems will continue through 1999.
 
    In addition, as part of its Year 2000 program, Hartford is identifying third
parties with which it has significant business relations in order to attempt to
assess any potential impact on Hartford as a result of such third-party Year
2000 issues and remediation plans. Hartford currently anticipates that it will
substantially complete this evaluation by the end of 1998, and will conduct
systems testing with certain third parties through 1999. Hartford does not have
control over these third parties and, as a result, Hartford cannot currently
determine to what extent future operating results may be adversely affected by
the failure of these third parties to successfully address their Year 2000
issues. Hartford will continue to assess Year 2000 risk exposures related to its
own operations and its third-party relationships and is in the process of
developing contingency plans.
 
    The costs of addressing the Year 2000 issue that have been incurred through
the six months ended June 30, 1998 have not been material to Hartford's
financial condition or results of operations. Hartford will continue to incur
costs related to its Year 2000 efforts and does not anticipate that the costs to
be incurred will be material to its financial condition or results of
operations.
 
                                 LEGAL MATTERS
 
    There are no material legal proceedings pending to which the Separate
Account is a party.
 
    Counsel with respect to federal laws and regulations applicable to the issue
and sale of the Contracts and with respect to Connecticut law is Lynda Godkin,
Senior Vice President, General Counsel and Corporate Secretary, Hartford Life
Insurance Company, P.O. Box 2999, Hartford, Connecticut 06104-2999.
 
                                    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 reports 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.
 
                                MORE INFORMATION
 
    You may call your Representative if you have any questions or write or call
us at the address below:
 
Hartford Life Insurance Company
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, Connecticut 06102-5085
 
Telephone: (800) 862-6668 (Contract Owners)
          (800) 862-7155 (Investment Representatives)
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               27
- --------------------------------------------------------------------------------
 
                                   APPENDIX I
                   INFORMATION REGARDING TAX-QUALIFIED PLANS
 
    The tax rules applicable to tax-qualified contract owners, including
restrictions on contributions and distributions, taxation of distributions and
tax penalties, vary according to the type of plan as well as the terms and
conditions of the plan itself. Various tax penalties may apply to contributions
in excess of applicable limits, distributions prior to age 59 1/2 (subject to
certain exceptions), distributions which do not conform to applicable
commencement and minimum distribution rules, and certain other transactions with
respect to tax-qualified plans. Therefore, this summary does not attempt to
provide more than general information about the tax rules associated with use of
a Contract by a tax-qualified retirement plan. Contract owners, plan
participants and beneficiaries are cautioned that the rights and benefits of any
person to benefits may be controlled by the terms and conditions of the
tax-qualified retirement plan itself, regardless of the terms and conditions of
a Contract, but that Hartford is not bound by the terms and conditions of such
plans to the extent such terms conflict with a Contract, unless Hartford
specifically consents to be bound. Additionally, some tax-qualified retirement
plans are subject to distribution and other requirements which are not
incorporated into Hartford's administrative procedures. Contract owners,
participants and beneficiaries are responsible for determining that
contributions, distributions and other transactions comply with applicable law.
Because of the complexity of these rules, owners, participants and beneficiaries
are encouraged to consult their own tax advisors as to specific tax
consequences.
 
    A. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS -- Provisions of the Code
permit eligible employers to establish tax-qualified pension or profit sharing
plans (described in Section 401(a) and 401(k), if applicable, and exempt from
taxation under Section 501(a) of the Code), and Simplified Employee Pension
Plans (described in Section 408(k)). Such plans are subject to limitations on
the amount that may be contributed, the persons who may be eligible to
participate and the time when distributions must commence. Employers intending
to use these contracts in connection with tax-qualified pension or
profit-sharing plans should seek competent tax and other legal advice.
 
    B. TAX SHELTERED ANNUITIES UNDER SECTION 403(B) -- Section 403(b) of the
Code permits public school employees and employees of certain types of
charitable, educational and scientific organizations, as specified in Section
501(c)(3) of the Code, to purchase annuity contracts, and, subject to certain
limitations, to exclude such contributions from gross income. Generally, such
contributions may not exceed the lesser of $10,000 (indexed) or 20% of an
employee's "includable compensation" for such employee's most recent full year
of employment, subject to other adjustments. Special provisions under the Code
may allow some employees to elect a different overall limitation.
 
    Tax-sheltered annuity programs under Section 403(b) are subject to a
PROHIBITION AGAINST DISTRIBUTIONS FROM THE CONTRACT ATTRIBUTABLE TO
CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION AGREEMENT, unless such
distribution is made:
 
(1) after the participating employee attains age 59 1/2;
 
(2) upon separation from service;
 
(3) upon death or disability; or
 
(4) in the case of hardship (and in the case of hardship, any income
    attributable to such contributions may not be distributed).
 
    Generally, the above restrictions do not apply to distributions attributable
to cash values or other amounts held under a Section 403(b) contract as of
December 31, 1988.
 
    C. DEFERRED COMPENSATION PLANS UNDER SECTION 457 -- Employees and
independent contractors performing services for eligible employers may have
contributions made to an Eligible Deferred Compensation Plan of their employer
in accordance with the employer's plan and Section 457 of the Code. Section 457
places limitations on contributions to Eligible Deferred Compensation Plans
maintained by a State or other tax-exempt organization. For these purposes, the
term "State" means a State, a political sub-division of a State, and an agency
or instrumentality of a State or political sub-division of a State. Generally,
the limitation is 33 1/3% of includable compensation (typically 25% of gross
compensation) or, for 1998, $8,000 (indexed), whichever is less. Such a plan may
also provide for additional "catch-up" deferrals during the three taxable years
ending before a Participant attains normal retirement age.
 
    An employee electing to participate in an Eligible Deferred Compensation
Plan should understand that his or her rights and benefits are governed strictly
by the terms of the plan and that the employer is the legal owner of any
contract issued with respect to the plan. The employer, as owner of the
contract(s), retains all voting and redemption rights which may accrue to the
contract(s) issued with respect to the plan. The participating employee should
look to the terms of his or her plan for any charges in regard to participating
therein other than those disclosed in this Prospectus. Participants should also
be aware that effective
<PAGE>
28                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
August 20, 1996, the Small Business Job Protection Act of 1996 requires that all
assets and income of an Eligible Deferred Compensation Plan established by a
governmental employer which is a State, a political subdivision of a State, or
any agency or instrumentality of a State or political subdivision of a State,
must be held in trust (or under certain specified annuity contracts or custodial
accounts) for the exclusive benefit of participants and their beneficiaries.
Special transition rules apply to such Eligible governmental Deferred
Compensation Plans already in existence on August 20, 1996, and provide that
such plans need not establish a trust before January 1, 1999. However, this
requirement of a trust does not apply to amounts under an Eligible Deferred
Compensation Plan of a tax-exempt (non-governmental) organization, and such
amounts will be subject to the claims of such tax-exempt employer's general
creditors.
 
    In general, distributions from an Eligible Deferred Compensation Plan are
prohibited under Section 457 of the Code unless made after the participating
employee attains age 70 1/2, separates from service, dies, or suffers an
unforeseeable financial emergency. Present federal tax law does not allow
tax-free transfers or rollovers for amounts accumulated in a Section 457 plan
except for transfers to other Section 457 plans in limited cases.
 
    D. INDIVIDUAL RETIREMENT ANNUITIES UNDER SECTION 408 -- Section 408 of the
Code permits eligible individuals to establish individual retirement programs
through the purchase of Individual Retirement Annuities ("IRAs"). IRAs are
subject to limitations on the amount that may be contributed, the contributions
that may be deducted from taxable income, the persons who may be eligible and
the time when distributions may commence. Also, distributions from certain
qualified plans may be "rolled-over" on a tax-deferred basis into an IRA.
 
    The Contracts may be offered as SIMPLE IRAs in connection with a SIMPLE IRA
plan of an employer. Special rollover rules apply to SIMPLE IRAs. Amounts can be
rolled over from one SIMPLE IRA to another SIMPLE IRA. However, amounts can be
rolled over from a SIMPLE IRA to a regular IRA only after two years have expired
since the participant first commenced participation in your employer's SIMPLE
IRA plan. Amounts cannot be rolled over to a SIMPLE IRA from a qualified plan or
a regular IRA. Hartford is a non-designated financial institution.
 
    Beginning in 1998, the Contracts may be offered as ROTH IRAs under Section
408A of the Code. Contributions to a ROTH IRA are not deductible. Subject to
special limitations, a regular IRA may be converted into a ROTH IRA or a
distribution from a regular IRA may be rolled over to a ROTH IRA. However, a
conversion or a rollover from a regular IRA to a ROTH IRA is not excludable from
gross income. If certain conditions are met, qualified distributions from a ROTH
IRA are tax-free.
 
    E. FEDERAL TAX PENALTIES AND WITHHOLDING -- Distributions from retirement
plans are generally taxed under Section 72 of the Code. Under these rules, a
portion of each distribution may be excludable from income. The excludable
amount is the portion of the distribution which bears the same ratio as the
after-tax contributions bear to the expected return.
 
1. PREMATURE DISTRIBUTION
 
    Distributions from a tax-qualified plan before the Participant attains age
59 1/2 are generally subject to an additional penalty tax equal to 10% of the
taxable portion of the distribution. The 10% penalty does not apply to
distributions made after the employee's death, on account of disability, for
eligible medical expenses and distributions in the form of a life annuity and,
except in the case of an IRA, certain distributions after separation from
service after age 55. For these purposes, a life annuity means a scheduled
series of substantially equal periodic payments for the life or life expectancy
of the Participant (or the joint lives or life expectancies of the Participant
and Beneficiary).
 
    In addition, effective for distributions made from an IRA after December 31,
1997, there is no such penalty tax on distributions that do not exceed the
amount of certain qualifying higher education expenses, as defined by Section
72(t)(7) of the Code, or which are qualified first-time home buyer distributions
meeting the requirements of Section 72(t)(8) of the Code.
 
    If you are a participant in a SIMPLE IRA plan, you should be aware that the
10% penalty tax discussed above is increased to 25% with respect to non-exempt
premature distributions made from your SIMPLE IRA during the first two years
following the date you first commenced participation in any SIMPLE IRA plan of
your employer.
 
2. MINIMUM DISTRIBUTION TAX
 
    If the amount distributed is less than the minimum required distribution for
the year, the Participant is subject to a 50% tax on the amount that was not
properly distributed.
 
    An individual's interest in a tax-qualified retirement plan generally must
be distributed, or begin to be distributed, not later than April 1 of the
calendar year following the later of (i) the calendar year in which the
individual attains age 70 1/2 or (ii) the calendar year in which the individual
retires from service with the employer sponsoring the plan ("required beginning
date"). However, the required beginning date for an individual who is a five (5)
percent owner (as defined in the Code), or who is the owner of an IRA, is April
1 of the calendar year following the calendar year in which the individual
attains age 70 1/2. The entire interest of the Participant must be distributed
beginning no later than the required beginning date over a period which may not
extend beyond a maximum of the life expectancy of
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               29
- --------------------------------------------------------------------------------
 
the Participant and a designated Beneficiary. Each annual distribution must
equal or exceed a "minimum distribution amount" which is determined by dividing
the account balance by the applicable life expectancy. This account balance is
generally based upon the account value as of the close of business on the last
day of the previous calendar year. In addition, minimum distribution incidental
benefit rules may require a larger annual distribution.
 
    If an individual dies before reaching his or her required beginning date,
the individual's entire interest must generally be distributed within five years
of the individual's death. However, this rule will be deemed satisfied, if
distributions begin before the close of the calendar year following the
individual's death to a designated Beneficiary (or over a period not extending
beyond the life expectancy of the beneficiary). If the Beneficiary is the
individual's surviving spouse, distributions may be delayed until the individual
would have attained age 70 1/2.
 
    If an individual dies after reaching his or her required beginning date or
after distributions have commenced, the individual's interest must generally be
distributed at least as rapidly as under the method of distribution in effect at
the time of the individual's death.
 
3. WITHHOLDING
 
    In general, distributions from IRAs and plans described in Section 457 of
the Code are subject to regular wage withholding rules. Periodic distributions
from other tax-qualified retirement plans that are made for a specified period
of 10 or more years or for the life or life expectancy of the participant (or
the joint lives or life expectancies of the participant and beneficiary) are
generally subject to federal income tax withholding as if the recipient were
married claiming three exemptions. The recipient of periodic distributions may
generally elect not to have withholding apply or to have income taxes withheld
at a different rate by providing a completed election form.
 
    Other distributions from such other tax-qualified retirement plans are
generally subject to mandatory income tax withholding at the flat rate of 20%
unless such distributions are:
 
a)  the non-taxable portion of the distribution;
 
b)  required minimum distributions; or
 
c)  direct transfer distributions.
 
    Direct transfer distributions are direct payments to an IRA or to another
eligible retirement plan under Code section 401(a)(31).
<PAGE>
30                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
               APPENDIX II -- OPTIONAL DEATH BENEFIT -- EXAMPLES
 
EXAMPLE 1
 
    Assume that you deposited a premium payment of $100,000 on January 1, 1998.
If you made no Surrenders during the year, your Interest Accumulation Value on
January 1, 1999 would be $105,000, calculated as follows:
 
<TABLE>
<C>           <S>
$100,000      Premium deposited on January 1, 1998
   5,000      Interest accumulated at 5% per year on premiums
- --------
$105,000      Interest Accumulation Value on January 1, 1999.
</TABLE>
 
    If you elected the Optional Death Benefit, you would be guaranteed a Death
Benefit payment equal to at least $105,000.
 
EXAMPLE 2
 
    Assume that you deposited a premium payment of $100,000 on January 1, 1998.
If you Surrendered $10,000 on January 1, 1999 and your Contract Value
immediately prior to the partial Surrender was $100,000, your Interest
Accumulation Value on January 1, 1999 would be $94,500, calculated as follows:
 
<TABLE>
<C>             <S>
 $100,000       Premium deposited on January 1, 1998
    5,000       Interest accumulated at 5% per year on premiums
 ($10,500)      Adjustment for partial Surrender*
- ---------
  $94,500       Interest Accumulation Value on January 1, 1999.
</TABLE>
 
- --------------------------------------------------------------------------------
 
* The Adjustment for the partial Surrender reduces the Interest Accumulation
  Value by an amount equal to the proportion of the partial Surrender to the
  Contract Value prior to the partial Surrender. Therefore, in this example, the
  $10,500 reduction to the Interest Accumulation Value is calculated by dividing
  the amount of the Surrender, $10,000, by the Contract Value paid prior to the
  Surrender, $100,000. This ratio (Surrender DIVIDED BY Contract Value prior to
  Surrender) is multiplied by the Interest Accumulation Value prior to
  Surrenders and results in the adjustment for the partial Surrender.
 
<TABLE>
<S>                                                      <C>
Interest Accumulation Value prior to Surrenders........  $105,000
Multiplied by ratio of Surrenders  DIVIDED BY Contract
 Value prior to Surrenders
 ($10,000 DIVIDED BY 100,000)..........................   X   .10
                                                         --------
Adjustment for the partial Surrender...................  $ 10,500
</TABLE>
 
    The Surrender reduced the Interest Accumulation Value by $10,500
($105,000-94,500).
- --------------------------------------------------------------------------------
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               31
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
                                       TO
                      STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
 SECTION                                                                   PAGE
 ------------------------------------------------------------------------  ----
 <S>                                                                       <C>
 DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY..........................
 SAFEKEEPING OF ASSETS...................................................
 INDEPENDENT PUBLIC ACCOUNTANTS..........................................
 DISTRIBUTION OF CONTRACTS...............................................
 CALCULATION OF YIELD AND RETURN.........................................
 PERFORMANCE COMPARISONS.................................................
 FINANCIAL STATEMENTS....................................................
</TABLE>
 
<PAGE>
This form must be completed for all tax sheltered annuities.
 
                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM
 
    The Hartford Variable Annuity Contract which you have recently purchased is
subject to certain restrictions imposed by the Tax Reform Act of 1986.
Contributions to the Contract after December 31, 1988 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:
 
    a. attained age 59 1/2,
 
    b. separated from service,
 
    c. died, or
 
    d. become disabled.
 
Distributions of post December 31, 1988 contributions (excluding any income
thereon) may also be made if you have experienced a financial hardship.
 
Also, there may be a 10% penalty tax for distributions made prior to age 59 1/2
because of financial hardship or separation from service.
 
Also, please be aware that your 403(b) Plan may also offer other financial
alternatives other than the Hartford Variable Annuity. Please refer to your
Plan.
 
    Please complete the following and return to:
 
    Hartford Life Insurance Company
    Individual Annuity Services
    P.O. Box 5085
    Hartford, CT 06102-5085
 
Name of Contract Owner/Participant
- -------------------------------------------------------------------------
 
Address
- --------------------------------------------------------------------------------
 
City or Plan/School District
- --------------------------------------------------------------------------------
 
Date:
- --------------------------------------------------------------------------------
 
Contract No:
- --------------------------------------------------------------------------------
 
Signature:
- --------------------------------------------------------------------------------
 
<PAGE>
    To obtain a Statement of Additional Information, please complete the form
below and mail to:
 
    Hartford Life Insurance Company
    Attn: Individual Annuity Services
    P.O. Box 5085
    Hartford, CT 06102-5085
 
    Please send a Statement of Additional Information for [Product Name]
Variable Annuity to me at the following address:
 
- ----------------------------------------------------
                            Name
 
- ------------------------------------------------------------
                          Address
 
- ------------------------------------------------------------
    City/State                                        Zip
Code
<PAGE>



                                        Part B



<PAGE>

                        STATEMENT OF ADDITIONAL INFORMATION

                          HARTFORD LIFE INSURANCE COMPANY
                                SEPARATE ACCOUNT TWO
                                   [PRODUCT NAME]


This Statement of Additional Information is not a prospectus.  The information
contained herein should be read in conjunction with the Prospectus.

To obtain a Prospectus, send a written request to Hartford Life Insurance
Company Attn:   Individual Annuity Services, P.O. Box 5085, Hartford, CT
06102-5085.





Date of Prospectus:  March 1, 1998

Date of Statement of Additional Information:  March 1, 1998









333-
<PAGE>

                                         -2-


                                  TABLE OF CONTENTS


SECTION                                                                     PAGE

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY. . . . . . . . . . . . . . .

SAFEKEEPING OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . .

INDEPENDENT PUBLIC ACCOUNTANTS. . . . . . . . . . . . . . . . . . . . . . .

DISTRIBUTION OF CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . .

CALCULATION OF YIELD AND RETURN . . . . . . . . . . . . . . . . . . . . . .

PERFORMANCE COMPARISONS . . . . . . . . . . . . . . . . . . . . . . . . . .

FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

                                         -3-

                   DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY

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

                                  HARTFORD RATINGS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
       RATING AGENCY           EFFECTIVE       RATING       BASIS OF RATING
                            DATE OF RATING
- --------------------------------------------------------------------------------
<S>                         <C>                <C>       <C>
A.M. Best and Company,          9/9/97           A+      Financial soundness and
Inc.                                                     operating performance
- --------------------------------------------------------------------------------
Standard & Poor's              1/23/98           AA      Insurer financial
                                                         strength
- --------------------------------------------------------------------------------
Duff & Phelps                  1/23/98           AA+     Claims paying ability
- --------------------------------------------------------------------------------
</TABLE>

                               SAFEKEEPING OF ASSETS

Title to the assets of the Separate Account is held by Hartford.  The assets are
kept physically segregated and are held separate and apart from Hartford's
general corporate assets.  Records are maintained of all purchases and
redemptions of Fund shares held in each of the Sub-Accounts.

                           INDEPENDENT PUBLIC ACCOUNTANTS

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 reports 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.

                             DISTRIBUTION OF CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as principal
underwriter for the securities issued with respect to the Separate Account and
will offer the

<PAGE>

                                         -4-

Contracts on a continuous basis.

HSD is an affiliate of Hartford.  Hartford's parent company indirectly owns 100%
of HSD.  The principal business address of HSD is the same as Hartford.

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

HSD is registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as a Broker-Dealer and is a member of the
National Association of Securities Dealers, Inc. ("NASD").


                           CALCULATION OF YIELD AND RETURN

YIELD OF THE MONEY MARKET FUND SUB-ACCOUNT.  As summarized in the Prospectus
under the heading "Performance Related Information," the yield of the Money
Market Fund Sub-Account for a seven day period (the "base period") will be
computed by determining the "net change in value" (calculated as set forth
below) of a hypothetical account having a balance of one accumulation unit of
the Sub-Account at the beginning of the period, subtracting a hypothetical
charge reflecting deductions from Contract Owner accounts, and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return, and then multiplying the base period return by
365/7 with the resulting yield figure carried to the nearest hundredth of one
percent.  Net changes in value of a hypothetical account will include net
investment income of the account (accrued daily dividends as declared by the
underlying funds, less daily expense charges of the account) for the period, but
will not include realized gains or losses or unrealized appreciation or
depreciation on the underlying fund shares.

The effective yield is calculated by compounding the base period return by
adding 1, raising the sum to a power equal to 365/7 and subtracting 1 from the
result, according to the following formula:

                                                365/7
     Effective Yield = [(Base Period Return + 1)     ] - 1

THE MONEY MARKET FUND SUB-ACCOUNT'S YIELD AND EFFECTIVE YIELD WILL VARY IN
RESPONSE TO FLUCTUATIONS IN INTEREST RATES AND IN THE EXPENSES OF THE
SUB-ACCOUNT. THE CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING CHARGES ON
THE SEPARATE ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL MAINTENANCE FEE.

The yield and effective yield for the seven day period ending December 31, 1997
for the
<PAGE>
                                         -5-

Money Market Fund Sub-Account was as follows ($30 Annual Maintenance Fee):

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
 SUB-ACCOUNTS                         YIELD                EFFECTIVE YIELD
- --------------------------------------------------------------------------
 <S>                                  <C>                  <C>
 Money Market  Fund *                 4.11%                     4.20%
- --------------------------------------------------------------------------
</TABLE>

* Yield and effective yield for the seven day period ending December 31, 1997.


YIELDS OF BOND FUND, HIGH YIELD FUND, AND MORTGAGE SECURITIES FUND SUB-ACCOUNTS.
As summarized in the Prospectus under the heading "Performance Related
Information," yields of the above Sub-Accounts will be computed by annualizing a
recent month's net investment income, divided by a Fund share's net asset value
on the last trading day of that month.  Net changes in the value of a
hypothetical account will assume the change in the underlying mutual fund's "net
asset value per share" for the same period in addition to the daily expense
charge assessed, at the sub-account level for the respective period.  The
Sub-Accounts' yields will vary from time to time depending upon market
conditions and, the composition of the underlying funds' portfolios. Yield
should also be considered relative to changes in the value of the Sub-Accounts'
shares and to the relative risks associated with the investment objectives and
policies of the underlying Fund.

THE YIELD REFLECTS RECURRING CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING
THE ANNUAL MAINTENANCE FEE.

Yield calculations of the Sub-Accounts used for illustration purposes reflect
the interest earned by the Sub-Accounts, less applicable asset charges assessed
against a Contract Owner's account over the base period.  Yield quotations based
on a 30 day period were computed by dividing the dividends and interests earned
during the period by the maximum offering price per unit on the last day of the
period, according to the following formula:

Example:

                                                             6
Current Yield Formula for the Sub-Account  2[((A-B)/(CD) + 1)  - 1]

Where     A = Dividends and interest earned during the period.
          B = Expenses accrued for the period (net of reimbursements).
          C = The average daily number of units outstanding during the period
              that were entitled to receive dividends.
          D = The maximum offering price per unit on the last day of the period.

<PAGE>
                                         -6-

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
 SUB-ACCOUNTS                                                   YIELD
- ---------------------------------------------------------------------
 <S>                                                            <C>
 Bond  Fund **                                                  5.02%
- ---------------------------------------------------------------------
 Mortgage Securities  Fund **                                   5.34%
- ---------------------------------------------------------------------
</TABLE>

**  Yield quotation based on a 30 day period ended December 31, 1997.

The yield for the Hartford High Yield Fund is not yet available because the Fund
is new.  At any time in the future, yields and total return may be higher or
lower than past yields and there can be no assurance that any historical results
will continue.

The method of calculating yields described above for these Sub-Accounts differs
from the method used by the Sub-Accounts prior to May 1, 1988.  The denominator
of the fraction used to calculate yield was previously the average unit value
for the period calculated.  That denominator will hereafter be the unit value of
the Sub-Accounts on the last trading day of the period calculated.

CALCULATION OF TOTAL RETURN.  As summarized in the Prospectus under the heading
"Performance Related Information," total return is a measure of the change in
value of an investment in a Sub-Account over the period covered.  The formula
for total return used herein includes three steps: (1) calculating the value of
the hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of units owned at the end of the period by the unit
value per unit on the last trading day of the period; (2) assuming redemption at
the end of the period and deducting any applicable contingent deferred sales
charge and (3) dividing this account value for the hypothetical investor by the
initial $1,000 investment and annualizing the result for periods of less than
one year.  Total return will be calculated for one year, five years and ten
years or some other relevant periods if a Sub-Account has not been in existence
for at least ten years.

The following are the standardized average annual total return quotations for
the Sub-Accounts for the fiscal year ended December 31, 1997.  No information is
included for the High Yield Fund Sub-Account because as of December 31, 1997,
the Sub-Account had not commenced operations.


     STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
                                                                   10 YEAR OR
                                                                      SINCE
SUB-ACCOUNTS     INCEPTION DATE      1 YEAR          5 YEAR        INCEPTION*
- -----------------------------------------------------------------------------
<S>              <C>                <C>             <C>            <C>
Bond Fund           8/31/77           .97%           2.74%           5.04%
- -----------------------------------------------------------------------------
Index Fund          5/1/87          21.96%          14.91%          13.80%
- -----------------------------------------------------------------------------
Mortgage
Securities
Fund                1/1/85          -1.34%           1.85%           4.69%
- -----------------------------------------------------------------------------

<PAGE>
                                         -7-

- -----------------------------------------------------------------------------
Money Market
Fund                6/30/80         -4.98%           -.45%           1.71%
- -----------------------------------------------------------------------------
</TABLE>

*Figures represent performance since inception for Sub-Accounts in existence for
less than 10 years, or performance for 10 years for Sub-Accounts in existence
for more than 10 years.

In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return.  This figure will usually be calculated for one
year, five years, and ten years or other periods. Non-standardized total return
is measured in the same manner as the standardized total return described above,
except that the contingent deferred sales charge and the Annual Maintenance Fee
are not deducted.  Therefore, non-standardized total return for a Sub-Account is
higher than standardized total return for a Sub-Account.

The following are the non-standardized annualized total return quotations for
the Sub-Accounts for the fiscal year ended December 31, 1997. No information is
included for the High Yield Fund Sub-Account because as of December 31, 1997,
the Sub-Account had not commenced operations.

     NON-STANDARDIZED ANNUALIZED TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
 SUB-ACCOUNTS     INCEPTION DATE      1 YEAR          5 YEAR        10 YEAR OR
                                                                      SINCE
                                                                   INCEPTION*
- ------------------------------------------------------------------------------
 <S>              <C>                <C>             <C>           <C>
 Bond  Fund          8/31/77          9.97%           6.32%           7.45%
- ------------------------------------------------------------------------------
 Index  Fund         5/1/87          30.96%          18.00%          15.76%
- ------------------------------------------------------------------------------
 Mortgage            1/1/85           7.66%           5.51%           7.09%
 Securities
 Fund
- ------------------------------------------------------------------------------
 Money Market        6/30/80          4.02%           3.33%           4.42%
 Fund
- ------------------------------------------------------------------------------
</TABLE>

*Figures represent performance since inception for Sub-Accounts in existence for
less than 10 years, or performance for 10 years for Sub-Accounts in existence
for more than 10 years.

                              PERFORMANCE COMPARISONS

YIELD AND TOTAL RETURN.  Each Sub-Account may from time to time include its
total return in advertisements or in information furnished to present or
prospective shareholders.  Each Sub-Account may from time to time include its
yield and total return in advertisements or information furnished to present or
prospective shareholders.  Each Sub-Account may from time to time include in
advertisements its total return (and yield in the case of certain Sub-Accounts)
the ranking of those performance figures relative to such figures for groups of
other annuities analyzed by Lipper Analytical Services and Morningstar, Inc. as
having the same investment objectives.

<PAGE>
                                         -8-

The total return and yield may also be used to compare the performance of the
Sub-Accounts against certain widely acknowledged outside standards or indices
for stock and bond market performance.  The Standard & Poor's Composite Index of
500 Stocks (the "S&P 500") is a market value-weighted and unmanaged index
showing the changes in the aggregate market value of 500 stocks relative to the
base period 1941-43.  The S&P 500 is composed almost entirely of common stocks
of companies listed on the New York Stock Exchange, although the common stocks
of a few companies listed on the American Stock Exchange or traded
over-the-counter are included.  The 500 companies represented include 400
industrial, 60 transportation and 40 financial services concerns.  The S&P 500
represents about 80% of the market value of all issues traded on the New York
Stock Exchange.

The NASDAQ-OTC Composite Price Index (The "NASDAQ Index") is a market
value-weighted and unmanaged index showing the changes in the aggregate market
value of approximately 3,500 stocks relative to the base measure of 100.00 on
February 5, 1971.  The NASDAQ Index is composed entirely of common stocks of
companies traded over-the-counter and often through the National Association of
Securities Dealers Automated Quotations ("NASDAQ") system.  Only those
over-the-counter stocks having only one market maker or traded on exchanges are
excluded.

The Morgan Stanley Capital International EAFE Index (the "EAFE Index") is an
unmanaged index, which includes over 1,000 companies representing the stock
markets of Europe,  Australia, New Zealand, and the Far East.  The EAFE Index is
weighted by market capitalization, and therefore, it has a heavy representation
in countries with large stock markets, such as Japan.

The Shearson Lehman Government Bond Index (the "SL Government Index") is a
measure of the market value of all public obligations of the U.S. Treasury; all
publicly issued debt of all agencies of the U.S. Government and all
quasi-federal corporations; and all corporate debt guaranteed by the U.S.
Government.  Mortgage-backed securities, flower bonds and foreign targeted
issues are not included in the SL Government Index.

The Shearson Lehman Government/Corporate Bond Index (the "SL
Government/Corporate Index") is a measure of the market value of approximately
5,300 bonds with a face value currently in excess of $1.3 trillion.  To be
included in the SL Government/Corporate Index, an issue must have amounts
outstanding in excess of $1 million, have at least one year to maturity and be
rated "Baa" or higher ("investment grade") by a nationally recognized rating
agency.


<PAGE>





                                        PART C



<PAGE>

                                  OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

     (a)  All financial statements are included in Part A and Part B of the
          Registration Statement.

     (b)  (1)  Resolution of the Board of Directors of Hartford Life Insurance
               Company ("Hartford") authorizing the establishment of the
               Separate Account.(1)

          (2)  Not applicable.  

          (3)  (a)  Principal Underwriter Agreement.(2)

          (3)  (b)  Form of Dealer Agreement.(2)
'

          (4)  Form of Individual Flexible Premium Variable Annuity Contract.

          (5)  Form of Application. 

          (6)  (a)  Articles of Incorporation of Hartford.(3)

          (6)  (b)  Bylaws of Hartford.(1)

          (7)  Not applicable.
   
          (8)  Not applicable.

          (9)  Opinion and Consent of Lynda Godkin, Senior Vice President,
               General Counsel, and Corporate Secretary.

          (10) Consent of Arthur Andersen LLP, Independent Public Accountants
               will be provided by amendment.

          (11) No financial statements are omitted.

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

(1)  Incorporated by reference to Post-Effective Amendment No. 2, to the
     Registration Statement File No. 33-73570, dated May 1, 1995.

(2)  Incorporated by reference to Post Effective Amendment No. 3, to the
     Registration Statement File No. 33-73570, dated April 29, 1996.

(3)  Incorporated by reference to Post Effective Amendment No. 19, to the
     Registration Statement File No. 33-73570, filed on April 14, 1997.

<PAGE>

          (12) Not applicable.

          (13) Not applicable.

          (14) Not applicable.          

          (15) Copy of Power of Attorney.

          (16) Organizational Chart.

Item 25.  Directors and Officers of the Depositor

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
 NAME                        POSITION WITH HARTFORD
- ----------------------------------------------------------------------------
 <S>                         <C>
 Dong H. Ahn                 Vice President
- ----------------------------------------------------------------------------
 Wendell J. Bossen           Vice President
- ----------------------------------------------------------------------------
 Gregory A. Boyko            Senior Vice President, Director*
- ----------------------------------------------------------------------------
 Peter W. Cummins            Senior Vice President
- ----------------------------------------------------------------------------
 Ann M. de Raismes           Senior Vice President
- ----------------------------------------------------------------------------
 Timothy M. Fitch            Vice President and Actuary
- ----------------------------------------------------------------------------
 David T. Foy                Senior Vice President and Treasurer
- ----------------------------------------------------------------------------
 Bruce D. Gardner            Vice President
- ----------------------------------------------------------------------------
 J. Richard Garrett          Vice President and Assistant Treasurer
- ----------------------------------------------------------------------------
 John P. Ginnetti            Executive Vice President & Director of Asset
                             Management Services, Director*
- ----------------------------------------------------------------------------
 William A. Godfrey, III     Senior Vice President
- ----------------------------------------------------------------------------
 Lynda Godkin                Senior Vice President, General Counsel and
                             Corporate Secretary, Director*
- ----------------------------------------------------------------------------
 Lois W. Grady               Senior Vice President    
- ----------------------------------------------------------------------------
 Christopher Graham          Vice President
- ----------------------------------------------------------------------------
 Mark E. Hunt                Vice President
- ----------------------------------------------------------------------------
 Stephen T. Joyce            Vice President
- ----------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
 NAME                        POSITION WITH HARTFORD
- ----------------------------------------------------------------------------
 <S>                         <C>
 Michael D. Keeler           Vice President
- ----------------------------------------------------------------------------
 Robert A. Kerzner           Senior Vice President
- ----------------------------------------------------------------------------
 David N. Levenson           Vice President
- ----------------------------------------------------------------------------
 Steven M. Maher             Vice President and Actuary
- ----------------------------------------------------------------------------
 William B. Malchodi, Jr.    Vice President
- ----------------------------------------------------------------------------
 Raymond J. Marra            Vice President
- ----------------------------------------------------------------------------
 Thomas M. Marra             Executive Vice President and Director, 
                             Investment Products Division, Director*
- ----------------------------------------------------------------------------
 Robert F. Nolan             Senior Vice President
- ----------------------------------------------------------------------------
 Joseph J. Noto              Vice President
- ----------------------------------------------------------------------------
 C. Michael O'Halloran       Vice President
- ----------------------------------------------------------------------------
 Daniel E. O'Sullivan        Vice President
- ----------------------------------------------------------------------------
 Craig R. Raymond            Senior Vice President and Chief Actuary
- ----------------------------------------------------------------------------
 Mary P. Robinson            Vice President
- ----------------------------------------------------------------------------
 Donald A. Salama            Vice President
- ----------------------------------------------------------------------------
 Timothy P. Schiltz          Vice President
- ----------------------------------------------------------------------------
 Lowndes A. Smith            President and Chief Executive Officer, Director*
- ----------------------------------------------------------------------------
 Keith A. Stevenson          Vice President
- ----------------------------------------------------------------------------
 Edward A. Sweeney           Vice President
- ----------------------------------------------------------------------------
 Judith V. Tilbor            Vice President
- ----------------------------------------------------------------------------
 Raymond P. Welnicki         Senior Vice President and Director, Employee
                             Benefit Division, Director*
- ----------------------------------------------------------------------------
 Walter C. Welsh             Senior Vice President
- ----------------------------------------------------------------------------
 Lizabeth H. Zlatkus         Senior Vice President, Director*
- ----------------------------------------------------------------------------
 David M. Znamierowski       Senior Vice President, Director*
- ----------------------------------------------------------------------------
</TABLE>

<PAGE>

Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT  06104-2999.

*Denotes Board of Directors.

Item 26.  Persons Controlled By or Under Common Control with the Depositor or
          Registrant

          Filed herewith as Exhibit 16.
 
Item 27.  Number of Contract Owners

          As of October 31, 1998, there were ______________ Contract Owners.

Item 28.  Indemnification

          Under Section 33-772 of the Connecticut General Statutes, unless
          limited by its certificate of incorporation, the Registrant must
          indemnify a director who was wholly successful, on the merits or
          otherwise, in the defense of any proceeding to which he was a party
          because he is or was a director of the corporation against reasonable
          expenses incurred by him in connection with the proceeding.

          The Registrant may indemnify an individual made a party to a 
          proceeding because he is or was a director against liability 
          incurred in the proceeding if he acted in good faith and in a 
          manner he reasonably believed to be in or not opposed to the best 
          interests of the Registrant, and, with respect to any criminal 
          proceeding, had no reason to believe his conduct was unlawful. 
          Conn. Gen. Stat. Section 33-771(a). Additionally, pursuant to Conn. 
          Gen. Stat. Section 33-776, the Registrant may indemnify officers 
          and employees or agents for liability incurred and for any expenses 
          to which they becomes subject by reason of being or having been an 
          employees or officers of the Registrant.  Connecticut law does not 
          prescribe standards for the indemnification of officers, employees 
          and agents and expressly states that their indemnification may be 
          broader than the right of indemnification granted to directors. 

          The foregoing statements are specifically made subject to the 
          detailed provisions of Section 33-770 et seq.
          
          Notwithstanding the fact that Connecticut law obligates the 
          Registrant to indemnify a only a director that was successful on 
          the merits in a suit, under Article VIII, Section 1 of the 
          Registrant's bylaws, the Registrant must indemnify both directors 
          and officers of the Registrant for (1) any claims and liabilities 
          to which they become subject by reason of being or having been a 
          directors or officers of the company and legal and (2) other 
          expenses 

<PAGE>

          incurred in defending against such claims, in each case, to the 
          extent such is consistent with statutory provisions.

          Additionally, the directors and officers of Hartford and Hartford 
          Securities Distribution Company, Inc. ("HSD") are covered under a 
          directors and officers liability insurance policy issued to The 
          Hartford Financial Services Group, Inc. and its subsidiaries.  Such 
          policy will reimburse the Registrant for any payments that it shall 
          make to directors and officers pursuant to law and will, subject to 
          certain exclusions contained in the policy, further pay any other 
          costs, charges and expenses and settlements and judgments arising 
          from any proceeding involving any director or officer of the 
          Registrant in his past or present capacity as such, and for which 
          he may be liable, except as to any liabilities arising from acts 
          that are deemed to be uninsurable.

          Insofar as indemnification for liabilities arising under the 
          Securities Act of 1933 may be permitted to directors, officers and 
          controlling persons of the Registrant pursuant to the foregoing 
          provisions, or otherwise, the Registrant has been advised that in 
          the opinion of the Securities and Exchange Commission such 
          indemnification is against public policy as expressed in the Act 
          and is, therefore, unenforceable.  In the event that a claim for 
          indemnification against such liabilities (other than the payment by 
          the Registrant of expenses incurred or paid by a director, officer 
          or controlling person of the Registrant in the successful defense 
          of any action, suit or proceeding) is asserted by such director, 
          officer or controlling person in connection with the securities 
          being registered, the Registrant will, unless in the opinion of its 
          counsel the matter has been settled by controlling precedent, 
          submit to a court of appropriate jurisdiction the question whether 
          such indemnification by it is against public policy as expressed in 
          the Act and will be governed by the final adjudication of such 
          issue.

Item 29.  Principal Underwriters

          (a)  HSD acts as principal underwriter for the following investment
               companies:

               Hartford Life Insurance Company - Separate Account One
               Hartford Life Insurance Company - Separate Account Two 
               Hartford Life Insurance Company - Separate Account Two (DC
               Variable Account I)
               Hartford Life Insurance Company - Separate Account Two (DC
               Variable Account II)
               Hartford Life Insurance Company - Separate Account Two (QP
               Variable Account)
               Hartford Life Insurance Company - Separate Account Two (Variable
               Account "A")
               Hartford Life Insurance Company - Separate Account Two (NQ
               Variable Account)

<PAGE>

               Hartford Life Insurance Company - Putnam Capital Manager Trust
               Separate Account
               Hartford Life Insurance Company - Separate Account Three
               Hartford Life Insurance Company - Separate Account Five
               Hartford Life and Annuity Insurance Company - Separate Account 
                One
               Hartford Life and Annuity Insurance Company - Putnam Capital
               Manager Trust Separate Account Two
               Hartford Life and Annuity Insurance Company - Separate Account
                Three
               Hartford Life and Annuity Insurance Company - Separate Account
                Five 
               Hartford Life and Annuity Insurance Company - Separate Account
                Six
               American Maturity Life Insurance Company - Separate Account AMLVA

          (b)  Directors and Officers of HSD

               Name and Principal                Positions and Offices
                Business Address                   With  Underwriter
               ------------------                ---------------------

               Lowndes A. Smith         President and Chief Executive Officer,
                                         Director
               John P. Ginnetti         Executive Vice President, Director
               Thomas M. Marra          Executive Vice President, Director
               Peter W. Cummins         Senior Vice President
               Lynda Godkin             Senior Vice President, General Counsel
                                         and Corporate Secretary
               Donald E. Waggaman, Jr.  Treasurer
               George R. Jay            Controller
               
               Unless otherwise indicated, the principal business address of
               each the above individuals is P.O. Box 2999, Hartford, CT 
               06104-2999.

Item 30.  Location of Accounts and Records

          All of the accounts, books, records or other documents required to be
          kept by Section 31(a) of the Investment Company Act of 1940 and rules
          thereunder, are maintained by Hartford at 200 Hopmeadow Street,
          Simsbury, Connecticut 06089.

Item 31.  Management Services

          All management contracts are discussed in Part A and Part B of this
          Registration Statement.

Item 32.  Undertakings

          (a)  The Registrant hereby undertakes to file a post-effective 
               amendment to this 

<PAGE>

               Registration Statement as frequently as is necessary to ensure 
               that the audited financial statements in the Registration 
               Statement are never more than 16 months old so long as 
               payments under the variable annuity Contracts may be accepted.

          (b)  The Registrant hereby undertakes to include either (1) as part 
               of any application to purchase a Contract offered by the 
               Prospectus, a space that an applicant can check to request a 
               Statement of Additional Information, or (2) a post card or 
               similar written communication affixed to or included in the 
               Prospectus that the applicant can remove to send for a 
               Statement of Additional Information.

          (c)  The Registrant hereby undertakes to deliver any Statement of
               Additional Information and any financial statements required to
               be made available under this Form promptly upon written or oral
               request.

          (d)  Hartford hereby represents that the aggregate fees and charges
               under the Contract are reasonable in relation to the services
               rendered, the expenses expected to be incurred, and the risks
               assumed by Hartford.

          The Registrant is relying on the no-action letter issued by the
          Division of Investment Management to American Counsel of Life
          Insurance, Ref. No. IP-6-88, November 28, 1988.  The Registrant has
          complied with conditions one through four of the no-action letter.

<PAGE>


                                     SIGNATURES
                                     ----------

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf, in the City of Hartford, and State of Connecticut on this 21st day of
December, 1998.

HARTFORD LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT TWO
  (Registrant)
     
By:  Peter W. Cummins                             By: /s/ Marianne O'Doherty
     ---------------------------------------          ------------------------
     Peter W. Cummins, Senior Vice President*         Marianne O'Doherty
                                                      Attorney-in-Fact


HARTFORD LIFE INSURANCE COMPANY
  (Depositor)

*By: Peter W. Cummins
     ---------------------------------------          
     Peter W. Cummins, Senior Vice President*
     

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

Gregory A. Boyko, Senior Vice President,
    Director *
John P. Ginnetti, Executive Vice
    President, Director *
Lynda Godkin, Senior Vice President, 
    General Counsel & Corporate Secretary, Director*
Thomas M. Marra, Executive Vice                   *By: /s/ Marianne O'Doherty
    President, Director *                              -----------------------
Lowndes A. Smith, President &                          Marianne O'Doherty
    Chief Operating Officer, Director *                Attorney-In-Fact  
Raymond P. Welnicki, Senior Vice   
    President, Director *                         Dated:  December 21, 1998
Lizabeth H. Zlatkus, Senior Vice President,
    Director *
David M. Znamierowski, Senior Vice President,
    Director*


<PAGE>

                                    EXHIBIT INDEX


(4)       Form of Individual Flexible Premium Variable Annuity Contract.

(5)       Form of Application.

(9)       Opinion and Consent of Lynda Godkin, Senior Vice President, General
          Counsel and Corporate Secretary.

(15)      Copy of Power of Attorney.

(16)      Organizational Chart.



<PAGE>

                           INDIVIDUAL FLEXIBLE PREMIUM
                           VARIABLE ANNUITY CONTRACT

                        HARTFORD LIFE INSURANCE COMPANY
                       Hartford, Connecticut  06104-2999
        (a stock life insurance company, herein called the "Company")

We will pay the first of a series of Annuity payments to the Payee as of the
Annuity Commencement Date, if You, the Annuitant, or the Joint Annuitant, if
any, are living.  The manner in which the dollar amount of annuity payments is
determined is described in this contract.

This contract is issued in consideration of the payment of the initial premium
payment.

This contract is subject to the laws of the jurisdiction where it is delivered.

The Contract Specifications on Page 3 and the conditions and provisions on this
and the following pages are part of the contract.

RIGHT TO EXAMINE CONTRACT 
We want You to be satisfied with the contract You have purchased.  We urge 
You to closely examine its provisions.  If for any reason You are not 
satisfied with Your purchase, You may cancel the contract by returning the 
contract within ten days after You receive it.  A written request for 
cancellation must accompany the contract.  In such event, We will pay You an 
amount equal to the sum of (i) the difference between the premiums paid and 
the amounts allocated to any Account under the contract and (ii) the Contract 
Value on the date of surrender. You bear only the investment risk during the 
period prior to Our receipt of request for cancellation.

Signed for the Company


                 /s/ Lynda Godkin              /s/ Lowndes A. Smith

                 Lynda Godkin, SECRETARY       Lowndes A. Smith, PRESIDENT


PREMIUM PAYMENTS ARE FLEXIBLE AS DESCRIBED HEREIN.

NONPARTICIPATING

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SUB-ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED
DOLLAR AMOUNT.  DETAILS OF THE VARIABLE PROVISIONS ARE DESCRIBED UNDER VALUATION
PROVISIONS, PAGES 11 AND 12.





                                     [LOGO]



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                                                                     R377R0.FRM

<PAGE>
                                   TABLE OF CONTENTS




                                                                   PAGE

Contract Specifications                                              3

Definition of Certain Terms                                          4

Premium Payment Provisions                                           7

Transfers Between Accounts Provisions                                7

Dollar Cost Averaging Provisions                                     8

Contract Control Provisions                                          8

General Provisions                                                   9

Valuation Provisions                                                11

Surrender Provisions                                                12

Distribution at Time of Death Provisions                            14

Calculation of the Death Benefit Provisions                         14

Settlement Provisions                                               17

Annuity Tables                                                      20





HL-VA99                           Page 2                      PRINTED IN U.S.A.
                                                                     R378R0.FRM

<PAGE>

CONTRACT SPECIFICATIONS
<TABLE>
<S>                     <C>            <C>                           <C>
CONTRACT NUMBER         [SPECIMEN]     CONTRACT ISSUE DATE           [FEBRUARY 8, 1999]
NAME OF ANNUITANT       [JAMES SCOTT]  ANNUITY COMMENCEMENT DATE      [JANUARY 1, 2029]
AGE OF ANNUITANT        [35]           INITIAL PREMIUM PAYMENT                 [$1,000]
SEX OF ANNUITANT        [MALE]         MINIMUM SUBSEQUENT PAYMENT                  $500
CONTINGENT ANNUITANT    [PAUL SCOTT]   MINIMUM FIXED ACCOUNT INTEREST RATE           3%
DESIGNATED BENEFICIARY  [ANN SCOTT]    (APPLIES TO ACCUMULATION PERIOD ONLY)
CONTRACT OWNER          [JAMES SCOTT]
</TABLE>

                               DESCRIPTION OF BENEFITS

                  INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ANNUITY CONTRACT

<TABLE>
<S>                                       <C>

SEPARATE ACCOUNT:      [HARTFORD LIFE INSURANCE COMPANY
                         SEPARATE ACCOUNT TWO]



ANNUAL WITHDRAWAL AMOUNT                  CONTRACT YEARS 1-7
                                          ------------------
                                          15% OF PREMIUM PAYMENTS ON A  
                                          NONCUMULATIVE BASIS

                                          AFTER CONTRACT YEAR 7
                                          ---------------------
                                          100% OF THE CONTRACT VALUE REDUCED BY 
                                          THE TOTAL OF ANY PREMIUM PAYMENTS MADE DURING 
                                          THE 7 YEARS PRIOR TO WITHDRAWAL; 
                                          AND

                                          15% OF PREMIUM PAYMENTS MADE DURING THE 7    
                                          YEARS PRIOR TO WITHDRAWAL ON A
                                          NONCUMULATIVE BASIS.

ANNUAL MAINTENANCE FEE:                   $0 IF THE CONTRACT VALUE IS $50,000 OR MORE 
                                          ON THE CONTRACT ANNIVERSARY.

                                          $30 IF THE CONTRACT VALUE IS LESS THAN 
                                          $50,000 ON THE CONTRACT ANNIVERSARY.

MORTALITY AND EXPENSE RISK CHARGE:        [1.35%] PER ANNUM OF THE DAILY SUB-ACCOUNTS
                                          VALUE.

ADMINISTRATION CHARGE:                    [.15%] PER ANNUM OF THE DAILY SUB-ACCOUNTS 
                                          VALUE.

OPTIONAL DEATH BENEFIT CHARGE:            [.25%] PER ANNUM OF THE DAILY SUB-ACCOUNTS
                                          VALUE.


</TABLE>


HL-VA99-3                               Page 3                PRINTED IN U.S.A.
<PAGE>

CONTINGENT DEFERRED SALES CHARGES:

SUBJECT TO THE ANNUAL WITHDRAWAL AMOUNT, SURRENDERS OF CONTRACT VALUES 
ATTRIBUTABLE TO PREMIUM PAYMENTS MAY BE MADE SUBJECT TO A CONTINGENT DEFERRED 
SALES CHARGE ("CHARGE").  THE LENGTH OF TIME FROM RECEIPT OF THE PREMIUM 
PAYMENT TO THE TIME OF SURRENDER DETERMINES THE CHARGE.

DURING THE FIRST SEVEN CONTRACT YEARS, ALL SURRENDERS WILL BE FIRST FROM 
PREMIUM PAYMENTS AND THEN FROM EARNINGS.  IF AN AMOUNT EQUAL TO ALL PREMIUM 
PAYMENTS HAS BEEN SURRENDERED, A CHARGE WILL NOT BE ASSESSED AGAINST THE 
SURRENDER OF THE REMAINING CONTRACT VALUE.

AFTER THE SEVENTH CONTRACT YEAR, ALL SURRENDERS WILL FIRST BE FROM EARNINGS 
AND THEN FROM PREMIUM PAYMENTS.  A CHARGE WILL NOT BE ASSESSED AGAINST THE 
SURRENDER OF EARNINGS.  IF AN AMOUNT EQUAL TO ALL EARNINGS HAS BEEN 
SURRENDERED, A CHARGE WILL NOT BE ASSESSED AGAINST PREMIUM PAYMENTS RECEIVED 
MORE THAN SEVEN YEARS PRIOR TO SURRENDER, BUT WILL BE ASSESSED AGAINST 
PREMIUM PAYMENTS RECEIVED LESS THAN SEVEN YEARS PRIOR TO SURRENDER.  FOR THIS 
PURPOSE, PREMIUM PAYMENTS WILL BE DEEMED TO BE SURRENDERED IN THE ORDER IN 
WHICH THEY WERE RECEIVED.

THE CHARGE IS A PERCENTAGE OF THE AMOUNT SURRENDERED (NOT TO EXCEED THE 
AGGREGATE AMOUNT OF THE PREMIUM PAYMENTS MADE) AND EQUALS:

<TABLE>
<CAPTION>
                                    LENGTH OF TIME FROM PREMIUM PAYMENTS
      CHARGE                                   (NUMBER OF YEARS)
     <S>                            <C>

       7%                                               1
       6%                                               2
       6%                                               3
       5%                                               4
       4%                                               5
       3%                                               6
       2%                                               7
       0%                                               8 AND THEREAFTER

</TABLE>

NO CONTINGENT DEFERRED SALES CHARGE WILL BE ASSESSED IF:
 - THE CONTRACT TERMINATES DUE TO THE DEATH OF THE ANNUITANT OR CONTRACT OWNER 
   (AS APPLICABLE), 
 - ELIGIBILITY REQUIREMENTS ARE MET FOR THE WAIVER OF SURRENDER CHARGE, 
   ONLY THE ANNUAL WITHDRAWAL AMOUNT IS TAKEN, OR 
 - AN ANNUITY OPTION IS ELECTED.  (ANY SURRENDER OUT OF OPTION 6 MAY BE SUBJECT
   TO CONTINGENT DEFERRED SALES CHARGES.)



VA99-3A                         Page 3 (Continued)            PRINTED IN U.S.A.
                                                                     R547R0.FRM

<PAGE>

DEFINITION OF       ACCOUNT - Any of the Sub-Accounts or the Fixed Account(s).
CERTAIN TERMS
                    ACCUMULATION UNIT - An accounting unit of measure used to
                    calculate the value of a Sub-Account of this contract 
                    before annuity payments begin.

                    ADMINISTRATIVE OFFICE OF THE COMPANY - Currently located at 
                    200 Hopmeadow St., Simsbury, CT 06089.  All correspondence 
                    concerning this contract should be sent to our mailing 
                    address: Hartford Life Individual Annuity Services, 
                    P.O. Box 5085, Hartford, CT  06102-5085.

                    ANNIVERSARY VALUE - The value equal to the Contract Value 
                    as of a Contract Anniversary, increased by the dollar 
                    amount of any premium payments made since that anniversary 
                    and reduced by the dollar amount of any partial
                    surrenders since that anniversary.  If the Contract 
                    Anniversary falls on a non-Valuation Day (weekend or 
                    holiday), then the next Valuation Day will be the Contract 
                    Anniversary for that Contract Year.

                    ANNUAL WITHDRAWAL AMOUNT - The amount that can 
                    be withdrawn in any Contract Year prior to 
                    incurring surrender charges.

                    ANNUAL MAINTENANCE FEE - An amount which, depending on 
                    the amount of the Contract Value, may be deducted from the 
                    value of the contract on each Contract Anniversary or upon 
                    full surrender of this contract.  The Annual Maintenance 
                    Fee is shown on Page 3.

                    ANNUITANT - The person on whose life this contract is 
                    issued. The Annuitant may not be changed.  Also, see 
                    Contingent Annuitant and Joint Annuitant.

                    ANNUITY - A contract issued by an insurance company that 
                    provides, in consideration of premium payments, a series of 
                    income payments.  Your contract is a deferred Annuity 
                    contract in which premium payments, less any partial 
                    surrenders, accumulate until a full surrender is taken or 
                    until the Annuity Commencement Date.  Annuity payments 
                    under Your contract will begin as of the Annuity 
                    Commencement Date in accordance with the payment 
                    option elected.

                    ANNUITY CALCULATION DATE - The date on which the first 
                    annuity payment will be calculated.  It will be no more 
                    than five Valuation Days prior to the Annuity Commencement 
                    Date.

                    ANNUITY COMMENCEMENT DATE - The date as of which Annuity 
                    payments are to begin as described under Settlement 
                    Provisions in this contract.

                    ANNUITY PAYMENT FREQUENCY - The frequency with which 
                    Annuity payments will be made.  The frequencies available 
                    are monthly, quarterly, semi-annual, and annual.

                    ANNUITY UNIT - An accounting unit of measure used to 
                    calculate the value of annuity payments under a variable 
                    Annuity option.

                    ANNUITY UNIT FACTOR - A factor that neutralizes the Assumed 
                    Investment Return ("AIR") when determining the Annuity Unit 
                    Value.  When the AIR is 3%, the daily factor is 0.999919.  
                    When the AIR is 5%, the daily factor is 0.999866.  And when 
                    the AIR is 6%, the daily factor is 0.999840.




VA99-4/5                             Page 4                   PRINTED IN U.S.A.
                                                                     R548R0.FRM

<PAGE>

DEFINITION OF        ASSUMED INVESTMENT RETURN ("AIR") - The investment return 
CERTAIN TERMS        upon which the variable Annuity payments in this contract 
(CONTINUED)          will be based.  The annual rates available are 3%, 5%, and 
                     6%.  You may select one of these rates prior to the 
                     Annuity Commencement Date.

                     BENEFICIARY - The person(s) entitled to receive benefits 
                     as per the terms of the contract in the event of the death 
                     of the Contract Owner or Annuitant, as applicable.
     
                     COMMUTED VALUE - The present value of the remaining 
                     guaranteed Annuity Payments, under Option Six (Payment 
                     for a Period Certain).  The present value is computed 
                     using the AIR for the Contract and the Annuity Unit 
                     value(s) calculated as of the date that We receive a 
                     fully completed request for surrender and, in the event 
                     of the Annuitant's death,  Due Proof of Death of the 
                     Annuitant.

                     CONTINGENT ANNUITANT - The person You designate who, upon
                     the Annuitant's death, prior to the Annuity Commencement
                     Date, becomes the Annuitant.

                     CONTRACT ANNIVERSARY - An anniversary of the Contract 
                     Issue Date.

                     CONTRACT ISSUE DATE - The date as of which an Account 
                     is established for You by Us.  The Contract Issue Date is 
                     shown on Page 3.

                     CONTRACT OWNER(S) - The owner(s) or holder of the contract.

                     CONTRACT VALUE - The aggregate value of the Sub-Accounts 
                     and the Fixed Account(s) on any Valuation Day.

                     CONTRACT YEAR - A period of 12 months commencing with 
                     the Contract Issue Date or any other anniversary 
                     thereafter.

                     DEATH BENEFIT - The amount that We will pay upon the 
                     death of the Contract Owner or the Annuitant, as 
                     applicable.

                     DCA PROGRAM FIXED ACCOUNT(S) - Account(s) established 
                     to be used for the Dollar Cost Averaging program(s).  
                     It is part of the Our General Account.

                     DOLLAR COST AVERAGING ("DCA") - Systematic transfers from
                     one Account to any other available Accounts.

                     DUE PROOF OF DEATH - A certified death certificate, an 
                     order of a court of competent jurisdiction, or any 
                     other proof acceptable to Us.

                     FIXED ACCOUNT - Part of Our General Account to which all 
                     or a part of the Contract Value may be allocated.  Any 
                     transfers, deductions or surrenders from the Fixed Account 
                     will be accounted for on a first in, first out basis.

                     FUNDS - The securities which underlie Your Sub-Accounts. 


VA99-4/5                             Page 5                   PRINTED IN U.S.A.
                                                                     R549R0.FRM
<PAGE>

DEFINITION OF        GENERAL ACCOUNT - All of Our assets other than those 
CERTAIN TERMS        allocated to the Separate Account.
(CONTINUED)    
                     JOINT ANNUITANT - Upon annuitization, a person other than
                     the Annuitant on whose continuation of life Annuity 
                     payments may be made.  The contract will have a Joint 
                     Annuitant only if the Annuity settlement option selected 
                     provides for a survivor.  The Joint Annuitant may not be 
                     changed.
     
                     MAXIMUM ANNIVERSARY VALUE - The highest attained 
                     Anniversary Value prior to the earlier of the date of 
                     death or the decedent's 81st birthday.  

                     NET ASSET VALUE PER SHARE - The value per share of any 
                     Fund on any Valuation Day.  This amount will never be 
                     less than that required by the Securities and Exchange 
                     Commission.

                     PAYEE - The person, designated by You, to whom Annuity 
                     payments will be made.

                     PREMIUM TAX - The amount of tax, if any, charged by a 
                     federal, state, or other governmental entity on premium 
                     payments or Contract Values.  On any contract subject to 
                     a Premium Tax, We may deduct the tax on a pro-rata basis 
                     from the Accounts at the time We pay the tax to the 
                     applicable taxing authorities, at the time the contract is 
                     surrendered or on the Annuity Commencement Date. 
     
                     SEPARATE ACCOUNT - An Account that We established to 
                     separate the assets funding the variable benefits for this 
                     type of contract from Our other assets.  The assets in the 
                     Separate Account are not chargeable with liabilities 
                     arising out of any other business We may conduct.  The 
                     name of the Separate Account is shown on Page 3.

                     SUB-ACCOUNT - The subdivisions of the Separate Account 
                     which are used to allocate Your Contract Value among the 
                     corresponding Funds.

                     SURRENDER VALUE - The Contract Value prior to the Annuity
                     Commencement Date, less any applicable contingent deferred 
                     sales charges, Premium Taxes, and/or Annual Maintenance 
                     Fee.
     
                     VALUATION DAY - Every day the New York Stock Exchange is 
                     open for trading.  The value of the Separate Account is 
                     determined at the close of the New York Stock Exchange 
                     (generally 4:00 p.m. Eastern Time) on such days.

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

                     WE, US, OUR - The company referred to on the first page 
                     of this contract.

                     YOU, YOUR - The Contract Owner(s).


VA99-6/7                          Page 6                      PRINTED IN U.S.A.
                                                                     R550R0.FRM

<PAGE>

PREMIUM         PREMIUM PAYMENTS
PAYMENT         Premium payments are payable at the Administrative Office of 
PROVISIONS      the Company. Payments may be made by check or by any other 
                method that We deem acceptable.

                The initial premium payment is shown on Page 3.  This is a 
                flexible premium annuity.  We may accept additional payments. 
                The additional payments must be at least equal to the minimum 
                subsequent premium payment shown on Page 3.
     
                If you are exchanging from one of Our existing contracts, 
                You may be eligible for certain credits applied to the amount 
                exchanged.  Eligibility for such credits will be extended to 
                all members of any class of business We designate.

                ALLOCATION OF PREMIUM PAYMENTS
                Premium payments will be allocated to each Account according 
                to Your instructions subject to Our minimum amount(s) then in 
                effect.   Any subsequent premium payments will be allocated to 
                Accounts in accordance with the most recent premium allocation 
                instructions that We received. 

TRANSFERS       TRANSFERS BETWEEN SUB-ACCOUNTS
BETWEEN         You may transfer Contract Values held in the Sub-Accounts into 
ACCOUNTS        other Sub-Accounts.  We reserve the right to limit the number
PROVISIONS      of transfers to no more than 12 per Contract Year with no two 
                transfers being made on consecutive Valuation Days.
     
                The right to make transfers between Sub-Accounts is subject to 
                modification if We determine, in Our opinion, that exercising 
                that right by one or more Contract Owners is, or would be, to 
                the disadvantage of other Contract Owners.  Any modification 
                could be applied to transfers to or from some or all of the 
                Sub-Accounts and could include, but not be limited to:
                a) the requirement of a minimum time period between each 
                   transfer;
                b) not accepting transfer requests of an agent acting under a 
                   power of attorney or on behalf of more than one Contract 
                   Owner, or 
                c) limiting the dollar amount that may be transferred between 
                   the Sub-Accounts by a Contract Owner at any one time.

                Such restrictions may be applied in any manner reasonably 
                designed to prevent any use of the transfer right which is 
                considered by Us to be to the disadvantage of other Contract 
                Owners.







VA99-6/7                          Page 7                      PRINTED IN U.S.A.
                                                                     R551R0.FRM

<PAGE>
TRANSFERS       TRANSFERS BETWEEN THE FIXED ACCOUNT AND THE SUB-ACCOUNT(S)
BETWEEN         The maximum amount transferable from the Fixed Account during 
ACCOUNTS        any Contract Year is the greater of:
PROVISIONS      a) 30% of the Fixed Account value as of the last Contract
(CONTINUED)        Anniversary, or
                b) the greatest dollar value of any prior transfer from the 
                   Fixed Account.
                This limitation does not apply to Dollar Cost Averaging.

                However, if any interest rate is renewed at a rate at least 
                one percentage point below the previous rate, You may transfer 
                a dollar amount up to 100% of the Fixed Account dollar value 
                receiving that reduced rate within 60 days of notification of 
                the interest rate decrease.  We reserve the right to defer 
                transfers from the Fixed Account for up to six months from the
                date of request.

                Transfers may not be made from the Sub-Accounts into the Fixed 
                Account for the six month period following any transfer from 
                the Fixed Account into the other Sub-Accounts.  Additionally 
                transfers may not be made into the DCA Program Fixed Account(s) 
                from either the Sub-Accounts or the Fixed Account(s).


DOLLAR COST     DOLLAR COST AVERAGING
AVERAGING       From time to time, We may offer and You may enroll in a Dollar 
PROVISIONS      Cost Averaging Program (the "Program").  Prior to enrollment, 
                you may obtain the available account(s), duration(s), or 
                credited rates.

                You may terminate participation in the Program at any time
                by calling or writing Us.  In such event, the remaining
                balance in the DCA Fixed Account will be transferred to the
                Account(s) designated by You. 

CONTRACT        ANNUITANT, CONTINGENT ANNUITANT, CONTRACT OWNER
CONTROL         The Annuitant may not be changed.
PROVISIONS
                The designations of Contract Owner and Contingent Annuitant 
                will remain in effect until You change them. The designation of 
                the Contract Owner may be changed during the lifetime of the 
                Annuitant by written notice to Us. The designation of the 
                Contingent Annuitant may be changed at any time during
                the lifetime of the Annuitant and prior to the Annuity 
                Commencement Date by written notice to Us. If no Contingent 
                Annuitant has been named and the Contract Owner/Annuitant's 
                spouse is the Beneficiary, the Contract Owner/Annuitant's 
                spouse will be presumed to be the Contingent Annuitant. 

                OWNERSHIP 
                You have the sole power to exercise all the rights, options, 
                and privileges granted by this contract or permitted by Us and 
                to agree with Us to any change in or amendment to the contract. 
                Your rights will be subject to the rights of any assignee of 
                record with Us and of any irrevocably designated Beneficiary.  
                In the case of joint Contract Owners, each Contract Owner
                alone may exercise all rights, options, and privileges, except 
                with respect to the surrender, partial surrender, selection of 
                an Annuity option, and change of ownership.








VA99-8/9                          Page 8                      PRINTED IN U.S.A.
                                                                     R552R0.FRM
<PAGE>

CONTRACT        BENEFICIARY
CONTROLS        The designated Beneficiary will remain in effect until You 
PROVISIONS      change it. The designated Beneficiary may be changed during 
(CONTINUED)     the lifetime of the Annuitant by written notice to Us at the 
                Administrative Office of the Company.  If the designated 
                Beneficiary has been designated irrevocably, the designation 
                cannot be changed or revoked without such Beneficiary's written
                consent.  Upon receipt of written notice and consent, if 
                required by Us, the new designation will take effect as of the 
                date the notice is signed, whether or not the Annuitant or 
                Contract Owner is alive at the time of receipt.  Any payments 
                made or other action taken by Us before the receipt of the 
                notice will not be subject to the requested change.


GENERAL         THE CONTRACT
PROVISIONS      This contract and the endorsements or riders, if any, 
                constitute the entire contract.

                CONTRACT MODIFICATION
                No modification of this contract will be made without the
                signature of Our President, a Senior Vice President, 
                Executive Vice President, Vice President or Assistant Vice 
                President.  No modification will affect the amount or term of 
                any Annuity begun prior to the modification unless it is
                required to conform the contract to any federal or state 
                statute.  No modification will affect the method by which the 
                Contract Value will be determined.

                FUND MODIFICATION
                We reserve the right, subject to any applicable law, to make
                certain changes, including the right to add, eliminate or
                substitute any investment options offered under the
                Contract.
     
                MINIMUM VALUE STATEMENT
                Any Surrender Values, death benefits, or settlement provisions 
                available under this contract equal or exceed those required by 
                the state in which the the contract is delivered.

                NON-PARTICIPATION
                This contract does not share in Our surplus earnings.  That 
                portion of the Separate Account assets equal to the reserves 
                and other contract liabilities will not be chargeable with 
                liabilities arising out of any other business We may conduct.

                MISSTATEMENT OF AGE AND SEX
                If the age or sex of the Annuitant has been misstated, the 
                amount of the Annuity payable by Us will be adjusted based on 
                the correct information without changing the date of the 
                first payment.  Any underpayments by Us will be made up 
                immediately and any overpayments will be charged against
                future amounts becoming payable.

                If the age of the Annuitant or Contract Owner has been 
                misstated, the amount of any death benefit payable will be 
                determined based upon the correct age of the Annuitant or 
                Contract Owner.

                INCONTESTABILITY
                We cannot contest this Contract.



VA99-8/9                           Page 9                     PRINTED IN U.S.A.
                                                                     R553R0.FRM

<PAGE>

GENERAL         REPORTS TO THE CONTRACT OWNER
PROVISIONS      You will be sent copies of any shareholder reports of the Funds
(CONTINUED)     and of any other notices, reports or documents required by law 
                to be delivered to You.  At least annually, a statement of the 
                Contract Value will be sent to the You.

                VOTING RIGHTS
                We will notify You of any Fund shareholder's meetings at which 
                the shares held for Your account may be voted.  We will send 
                proxy materials and instructions for You to vote the shares 
                held for Your account.  We will arrange for the handling and 
                tallying of proxies received from Contract Owners.  We will 
                vote the Fund shares held by Us in accordance with the
                instructions received from Contract Owners.  You may attend 
                any meeting, where shares held for Your benefit, will be voted.

                In the event that You give no instructions or leave the 
                manner of voting discretionary, We will vote such shares of 
                the appropriate Fund in the same proportion as shares of that 
                Fund for which instructions have been received.  Also, We will 
                vote the Fund shares in this proportionate manner which are 
                held by Us for Our own account.  After Annuity payments begin,
                the number of votes will decrease.
     
                CHANGE IN THE OPERATION OF THE SEPARATE ACCOUNT
                At Our election and subject to any necessary vote by persons 
                having the right to give instructions on the voting of the Fund 
                shares held by the Sub-Accounts, the Separate Account may be 
                operated as a management company under the Investment Company 
                Act of 1940 or any other form permitted by law, may be 
                deregistered under the Investment Company Act of 1940 in the
                event registration is no longer required, or may be combined 
                with one or more Separate Accounts. 

                PROOF OF SURVIVAL
                The payment of any Annuity benefit will be subject to evidence 
                that the Annuitant is alive on the date such payment is 
                otherwise due.

                TAX QUALIFICATION
                This Contract is intended to qualify as an Annuity contract for 
                federal income tax purposes.  To that end, the provisions of 
                this contract are to be interpreted to ensure and maintain such 
                tax qualification, notwithstanding any other provisions to the 
                contrary.  We reserve the right to amend this Contract to 
                conform to any changes in the tax qualification requirements 
                under the applicable provisions of the Internal Revenue Code. 

















VA99-10/11                            Page 10                  PRINTED IN U.S.A.
                                                                      R554R0.FRM
<PAGE>

VALUATION       NET PREMIUM PAYMENTS
PROVISIONS      The net premium payment is equal to the premium payment minus 
                any applicable Premium Taxes.  The net premium payment is 
                applied to purchase Fixed Account values or Sub-Account 
                Accumulation Units with respect to the Sub-Account(s) that You 
                have selected.

                The number of Accumulation Units credited to each Sub-Account 
                is determined by dividing the Net Premium payment allocated 
                to a Sub-Account by the dollar value of one Accumulation Unit 
                for such Sub-Account.  This is computed in compliance with 
                Securities and Exchange Commission regulations. The number of 
                Accumulation Units will not be affected by any subsequent
                change in the value of such Accumulation Units.  The 
                Accumulation Unit value in any Sub-Account may increase or 
                decrease from day to day as described below.

                We will determine the value of the Fixed Account(s) by
                crediting interest to amounts allocated to the Fixed
                Account(s). The Minimum Fixed Account Interest Rate is the rate
                shown on Page 3, compounded annually. At Our discretion,
                We may credit interest rates greater than the Minimum Fixed
                Account Interest Rate.  We may change the rate or rates
                credited in accordance with applicable law.  


                NET INVESTMENT FACTOR
                The net investment factor for each of the Sub-Accounts is equal 
                to:
                a) The Net Asset Value Per Share of the corresponding Fund 
                   at the end of the Valuation Period (plus the per share 
                   amount of any unpaid dividends or capital gains by that 
                   Fund); divided by
                b) the Net Asset Value Per Share of the corresponding Fund at 
                   the beginning of the valuation period; minus
                c) the mortality and expense risk charge and any applicable 
                   administration charge, shown on Page 3 adjusted for the 
                   number of days in the Valuation Period; minus
                d) the Optional Death Benefit Charge, if applicable, shown on 
                   Page 3, adjusted for the number of days in the valuation 
                   period.
     
                   The General Account net investment factor is guaranteed to 
                   be at least equal to the Minimum Fixed Account Interest 
                   Rate shown on Page 3. 

                   ACCUMULATION UNIT VALUE
                   The value of an Accumulation Unit for each Sub-Account of 
                   the Separate Account will vary to reflect the investment 
                   experience of the applicable Funds.  It will be determined 
                   by multiplying:
                   a) the value of the Accumulation Unit for that Sub-Account 
                      as of the preceding Valuation Day by 
                   b) the Net Investment Factor for that Sub-Account for the 
                      Valuation Day for which the Accumulation Unit value is 
                      being calculated.

                  The value of the Sub-Account as of each Valuation Day is then 
                  determined by multiplying:
                  a) the number of Accumulation Units in that Sub-Account by
                  b) the Accumulation Unit value as of that Valuation Day.


VA99-10/11                            Page 11                 PRINTED IN U.S.A.
                                                                     R555R0.FRM

<PAGE>
VALUATION       ANNUITY UNIT VALUE
PROVISIONS      The value of an Annuity Unit for each Sub-Account of the 
(CONTINUED)     Separate Account will vary to reflect the investment experience
                of the applicable Funds.  It will be determined by multiplying:
                a) the value of the Annuity Unit for that Sub-Account as of 
                   the preceding Valuation Day by;
                b) the Net Investment Factor for that Sub-Account for the 
                   Valuation Day for which the Annuity Unit value is being 
                   calculated; and by 
                c) the Annuity Unit Factor.

                ANNUAL MAINTENANCE FEE
                During each year that this contract is in force prior to the 
                Annuity Commencement Date, the Annual Maintenance Fee, if 
                applicable, will be deducted on the Contract Anniversary.  
                The fee will be charged against the Contract Value by 
                reducing the Fixed Account value, and with respect to the 
                Sub-Accounts, the number of Accumulation Units held as of 
                that date.  The fee will be charged on a pro-rata basis with 
                respect to each active Account.  The number of Accumulation 
                Units deducted from each Sub-Account is determined by 
                dividing the pro-rata portion of the Annual Maintenance Fee 
                by the value of an Accumulation Unit for the applicable 
                Sub-Account.

SURRENDER       FULL SURRENDER PRIOR TO THE ANNUITY COMMENCEMENT DATE
PROVISIONS      At any time prior to the Annuity Commencement Date, You have 
                the right to terminate the contract by submitting a written 
                request to Us at the Administrative Office of the Company.  In
                such event, the Surrender Value of the contract may be taken in
                the form of a cash settlement.

                The Surrender Value of the contract is equal to the Contract 
                Value less:
                a) any applicable Premium Taxes not previously deducted; 
                b) the Annual Maintenance Fee as specified on Page 3; and
                c) any applicable contingent deferred sales charge shown on 
                   Page 3.

                PARTIAL SURRENDERS PRIOR TO THE ANNUITY COMMENCEMENT DATE
                You may request, in writing or other means acceptable to Us, 
                a partial surrender of Contract Values at any time prior to 
                the Annuity Commencement Date provided the Contract Value 
                remaining after the surrender is at least equal to Our 
                minimum amount rules then in effect.  If the remaining 
                Contract Value following such surrender is less than Our 
                minimum amount rules, We may terminate the contract and pay 
                the Surrender Value.

                The contingent deferred sales charge will be assessed 
                against any Contract Values surrendered as described on Page 
                3.  However, on a noncumulative basis, You may make partial 
                surrenders during any Contract Year, up to the Annual 
                Withdrawal Amount shown on Page 3 and the contingent 
                deferred sales charge will not be assessed against such 
                amounts.  Surrender of Contract Values in excess of the 
                Withdrawal Amount and additional surrenders made in any 
                Contract Year will be subject to the contingent deferred 
                sales charge, as described on Page 3, if applicable.

                Generally, for federal tax purposes, any surrenders will be 
                deemed to be first from earnings, to the extent that they 
                exist, and then from the premium payments.

VA99-12/13                            Page 12                 PRINTED IN U.S.A.
                                                                     R556R0.FRM
<PAGE>

SURRENDER       WAIVER OF SURRENDER CHARGE
PROVISIONS      We will waive any contingent deferred sales charge applicable 
(CONTINUED)     to a partial or full surrender of the Contract Value if the 
                covered person has met the requirements of Eligible Confinement
                as described below. A covered person is:
                a) the current Contract Owner if the Contract Owner has been 
                   Contract Owner continuously since the date of issue and if
                   not confined at the time the contract was purchased; and
                b) the Annuitant, if not confined at the time the contract was 
                   purchased.

                This benefit will be provided if the Contract Owner provides 
                written proof of confinement which is satisfactory to Us and 
                requests the partial surrender or full surrender of Account 
                Value within 91 days of the last day of confinement.  
                Confinement must be at the recommendation of a physician for 
                medically necessary reasons, for at least 180 consecutive 
                calendar days, to:
                a) a hospital recognized as a general hospital by the proper 
                   authority of the state in which it is located; or
                b) a hospital recognized as a general hospital by the Joint 
                   Commission on the Accreditation of Hospitals; or
                c) a facility certified as a hospital by Medicare; or
                d) a nursing home licensed by the state in which it is located
                   and which has a registered nurse on duty 24 hours a day; or
                e) a facility certified by Medicare as a long term care 
                   facility.

                SURRENDER AFTER THE ANNUITY COMMENCEMENT DATE
                This contract may only be surrendered for its Commuted Value, 
                less any applicable contingent deferred sales charge, after the
                commencement of variable Annuity payments under option Six 
                (Payment for a Period Certain) which is described in the 
                Settlement Provisions.

                PAYMENT ON SURRENDER - DEFERRAL OF PAYMENT
                Payment on any request for surrender will be made as soon as 
                possible and with respect to Contract Values in the 
                Sub-Accounts, within seven days after the written request is 
                received by Us in good order.  However, such payment may be 
                subject to postponement:
                a) for any period during which the New York Stock Exchange is 
                   closed or during which trading on the New York Stock 
                   Exchange is restricted;
                b) for any period during which an emergency exists as a result 
                   of which (i) disposal of the securities held in the 
                   Sub-Accounts is not reasonably practicable, or (ii) it is 
                   not reasonably practicable for the value of the net assets 
                   of the Separate Account to be fairly determined; and
                c) for such other periods as the Securities and Exchange 
                   Commission may, by order, permit for the protection of the 
                   Contract Owners.  The conditions under which trading will be
                   deemed to be restricted or any emergency will be deemed to 
                   exist will be determined by rules and regulations of the 
                   Securities and Exchange Commission.

                We may defer payment of any amounts from the Fixed Account for
                up to six months from the date of the request to surrender.  If
                We defer payment for more than 30 days, We will pay interest of
                at least 3% per annum on the amount deferred.

VA99-12/13                            Page 13                 PRINTED IN U.S.A.
                                                                     R557R0.FRM
<PAGE>

DISTRIBUTION    DEATH BEFORE THE ANNUITY COMMENCEMENT DATE
AT TIME OF      If the Contract Owner dies, and:
DEATH           a) the joint Contract Owner is living, the joint Contract Owner
PROVISIONS      will become the Beneficiary.  In this case, the rights of 
                   the designated Beneficiary are voided.
                b) there is no surviving joint Contract Owner, the designated 
                   Beneficiary will be the Beneficiary.

                If the Annuitant dies, and:
                a) is also the Contract Owner, the designated Beneficiary will
                   be the Beneficiary.
                b) both the Contract Owner and the Contingent Annuitant are 
                   living, the Contingent Annuitant will become the Annuitant.
                   The Contract will continue.
                c) the Contract Owner is living, and there is no Contingent 
                   Annuitant or the Contingent Annuitant is not living, the 
                   Contract Owner will be the Beneficiary.  In this case, the 
                   rights of the designated Beneficiary are voided.
                d) the Contract is owned by a corporation or other entity, the
                   Contract Owner will be the Beneficiary.  In this case, the 
                   rights of the designated Beneficiary are voided.

                DEATH ON OR AFTER THE ANNUITY COMMENCEMENT DATE
                If the Contract Owner dies, and the Annuitant is living, the 
                designated Beneficiary will become the Contract Owner. 

                If the Annuitant dies, the Contract Owner will be the 
                Beneficiary.  If a Death Benefit is triggered, the rights of 
                the designated Beneficiary are voided. If the Annuitant who 
                is also the Contract Owner dies, the designated Beneficiary 
                will be the Beneficiary.

                The Death Benefit will be calculated as of the date We receive
                written notification of Due Proof of Death as in the manner 
                described in the settlement option then in effect.


CALCULATION     CALCULATION OF THE DEATH BENEFIT
OF THE DEATH    If a Death Benefit is triggered before the Annuity Commencement
BENEFIT         Date, any Death Benefit payable will be calculated as of the 
PROVISIONS      date We receive written notification of Due Proof of Death.

                If the calculated Death Benefit exceeds the Contract Value, 
                the difference will be allocated to the Sub-Account(s) in 
                accordance with the last Sub-Account allocation instructions 
                received from the Contract Owner.

                During the time period between Our receipt of written 
                notification of Due Proof of Death and Our receipt of 
                complete settlement instructions from each Beneficiary, the 
                calculated Death Benefit amount will be subject to market 
                fluctuations.

VA99-14/15                            Page 14                 PRINTED IN U.S.A.
                                                                     R558R0.FRM
<PAGE>

CALCULATION     DEATH BENEFIT
OF THE DEATH    The Death Benefit is the greatest of:
BENEFIT         a) the Contract Value; or
PROVISIONS      b) 100% of all premium payments made under the Contract, 
(CONTINUED)        reduced by the gross amount of any partial surrenders 
                   since the Contract Issue Date; or 
                c) the Maximum Anniversary Value, as described below.

                MAXIMUM ANNIVERSARY VALUE
                The Maximum Anniversary Value is based on a series of 
                calculations on Contract Anniversaries, of Contract Values,
                premium payments and partial surrenders.

                As of the date We receive notification of Due Proof of 
                Death, We will calculate an Anniversary Value for each 
                Contract Anniversary prior to the decedent's death and  81st 
                birthday.  The Anniversary Value is equal to the Contract 
                Value as of a Contract Anniversary, increased by the dollar 
                amount of any premium payments made since that anniversary 
                and reduced by the dollar amount of any partial surrenders 
                since that anniversary.  The Maximum Anniversary Value is 
                equal to the greatest Anniversary Value attained from this 
                series of calculations.

                OPTIONAL DEATH BENEFIT
                If this contract has an Optional Death Benefit, a charge for 
                the benefit will appear on page 3.  The benefit must be 
                applied for at the time of applying for the contract and 
                cannot be discontinued once the contract has been issued.

                The Optional Death Benefit is the greatest of:
                a) the Contract Value; or
                b) 100% of all premium payments made under the Contract, 
                   reduced by the dollar amount of any partial surrenders 
                   since the Contract Issue Date; or
                c) the Maximum Anniversary Value, as described above, or
                d) the Interest accumulation value, as described below.

                INTEREST ACCUMULATION VALUE
                Prior to the decedent's death or 81st birthday, the interest 
                accumulation value is equal to total premium payments, less 
                proportional adjustments for partial surrenders, compounded 
                daily at an annual interest rate of 5.0%.  The proportional 
                adjustment for partial surrenders is calculated by:
                a) dividing the gross amount of the partial surrender by the 
                   prior day's Contract Value, and 
                b) multiplying the result of (a) by the prior Valuation Day's 
                   interest accumulation value.

                On or after the decedent's date of death or 81st birthday, 
                the interest accumulation value will no longer compound.  
                After that date, the interest accumulation value will be 
                adjusted by adding any subsequent payments and subtracting 
                proportional adjustments, as described above, for partial 
                surrenders.

                The interest accumulation value will be limited to 200% of all
                premium payments minus proportional adjustments for partial
                surrenders.



VA99-14/15                            Page 15                 PRINTED IN U.S.A.
                                                                     R559R0.FRM
<PAGE>

CALCULATION     SETTLEMENT OF THE DEATH BENEFIT
OF THE DEATH    The Death Benefit may be taken in one sum or under any of the 
BENEFIT         settlement options then being offered by Us subject, however, 
PROVISIONS      to the Distribution Requirements below.
(CONTINUED)
                As of the date of receipt of complete disbursement 
                instructions from the Beneficiary, the amount to be paid or 
                applied to a selected settlement option will be computed. 
                When there is more than one Beneficiary, the amount will be 
                calculated for each Beneficiary's share of the proceeds and 
                paid or applied to a selected settlement option according to 
                and upon each Beneficiary's instructions.  If the date of 
                receipt of complete instructions falls on a non-Valuation 
                Day, the amount will be computed on the next Valuation Day.

                When payment is taken in one sum, payment will be mailed 
                within 7 days of Our receipt of complete instructions, 
                except when We are permitted to defer such payment under the 
                Investment Company Act of 1940.

                DISTRIBUTION REQUIREMENTS

                Subject to the Alternative Election or Spouse Beneficiary 
                provisions below,
                a) If any Contract Owner dies before the Annuity Commencement 
                   Date, the entire interest in the Contract will be 
                   distributed within five years after such death; and
                b) If any Contract Owner dies on or after the Annuity 
                   Commencement Date and before the entire interest in the 
                   Contract has been distributed, the remaining portion of 
                   such interest will be distributed at least as rapidly as 
                   under the method of distribution being used as of the date
                   of such death.
                                        
                If the Contract Owner is not an individual, then for purposes 
                of the preceding paragraph a or b, the primary Annuitant will 
                be treated as the Contract Owner.

                ALTERNATIVE ELECTION TO SATISFY DISTRIBUTION REQUIREMENTS

                If any portion of the interest of a Contract Owner described
                above is payable to or for the benefit of a designated
                Beneficiary, and the Beneficiary elects after the Contract
                Owner's death to have the benefit distributed over a period
                that:
                a) does not extend beyond such Beneficiary's life (or life 
                   expectancy); and
                b) does commence within one year of the date of death then for
                   purposes of satisfying the Distribution Requirements above,
                   the benefit will be treated as distributed entirely on the 
                   date such periodic distributions begin.


                SPOUSE BENEFICIARY

                In the event of the death of a Contract Owner where the sole 
                Beneficiary is the Contract Owner's spouse and the Annuitant 
                (or Contingent Annuitant, if applicable) is alive, the 
                contract will continue with the spouse as the Contract 
                Owner, unless the spouse elects to be paid a Death Benefit 
                option.  This provision will apply only once with respect to 
                this contract.

                If the contract continues with the spouse as the Contract 
                Owner, the death benefit will be calculated on receipt of 
                due proof of death.  If the Contract Value is less than the 
                calculated death benefit amount, the Contract Value will be 
                increased appropriately.


VA99-16/17                            Page 16                 PRINTED IN U.S.A.
                                                                     R560R0.FRM
<PAGE>

SETTLEMENT      ANNUITY COMMENCEMENT DATE
PROVISIONS      The Annuity Commencement Date is shown on Page 3.  You may 
                change the date by notifying Us within 30 days prior to the 
                Annuity Commencement Date. This date will not be deferred 
                beyond the Valuation Day immediately following the later of:
                a) the Annuitant's 90th birthday; or
                b) the end of the tenth Contract Year unless the Contract 
                   Owner elects a later Annuity Commencement Date subject to 
                   laws and regulations then in effect and Our approval.

                If this contract is issued to the trustee of a charitable 
                remainder trust, the Annuity Commencement Date may be deferred 
                to the Annuitant's 100 birthday.

                ELECTION OF ANNUITY OPTION
                You may elect, in writing, without deduction of any 
                contingent deferred sales charge, any one of the Annuity 
                options described below (except the seventh option - Annuity 
                Proceeds Settlement Option) or any Annuity option then being 
                offered by Us.  The Annuity option may not be changed on or 
                after the Annuity Commencement Date.

                In the absence of an election by You, the Contract Value 
                will be used to calculate a fixed dollar Annuity under the 
                Third Option (Life Annuity with 10 Years Period Certain).

                Some of the options may not be available if this contract is 
                issued to qualify under Section 401, 403, or 408 of the 
                Internal Revenue Code of 1986 as amended.  The third, fifth 
                and sixth options (Life Annuity with Payments for a Period 
                Certain, Joint and Last Survivor Life Annuity with Payments 
                for a Period Certain, and Payment for a Period Certain) will 
                be available only if the guaranteed payment period is less 
                than the life expectancy of the Annuitant at the time the 
                option becomes effective.  Such life expectancy will be 
                computed under the mortality table then in use by Us.

                ELECTION OF ANNUITY PAYMENT FREQUENCY
                You may elect the Annuity Payment Frequency.  Available 
                Annuity Payment Frequencies include: monthly, quarterly, 
                semi-annual, and annual.  In the event that You do not elect 
                a payment frequency, Annuity payments will be made monthly. 
                Annuity payments will be made according to the Annuity 
                Payment Frequency selected.  You may elect to change the 
                Annuity Payment Frequency of your payments within 30 days 
                prior to the anniversary of any Annuity Commencement Date. 

                ANNUITY CALCULATION AND PAYMENT DATES
                The Annuity Calculation Date will be no more than five 
                Valuation Days prior to the Annuity Commencement Date. You 
                may elect a variable Annuity, a fixed dollar Annuity or a 
                combination fixed and variable Annuity.  The election may 
                not change on or after the Annuity Commencement Date.

                If you elect a variable Annuity, the Contract Value (less 
                applicable Premium Taxes) is applied pro-rata to Your 
                selected Sub-Account(s).  If You elect a Fixed Annuity, 
                Contract Values will be applied to the Fixed Account.  The 
                Contract Value is determined on the basis of the 
                Accumulation Unit Value of each Sub-Account and the value of 
                the Fixed Account.
                    
                    
                    
                    
VA99-16/17                            Page 17                 PRINTED IN U.S.A.
                                                                     R561R0.FRM
<PAGE>

SETTLEMENT      If You elect variable Annuity payments, Your election must 
PROVISIONS      specify the Assumed Investment Return upon which Your payments
(CONTINUED)     are to be based.  The available rates are 3%, 5%, and 6%.

                If You elect a fixed Annuity payment, the payment will be the 
                guaranteed rates, based on 2.5% or the current rates, if 
                higher.

                VARIABLE ANNUITY PAYMENTS - The contract contains tables 
                indicating the minimum dollar amount of the first monthly 
                payment under the optional forms of Annuity for each $1,000 
                of value of a Sub-Account under the contract.  The first 
                monthly payment varies according to the variable Annuity 
                payment option selected.

                The first Annuity payment is payable on the Annuity 
                Commencement Date.  The remaining Annuity payments are 
                computed and payable as of the same day of the month as the 
                Annuity Commencement Date based on the elected Annuity 
                Payment Frequency.

                The amount of the first variable Annuity payment is divided 
                by the Annuity Unit value for Your selected Sub-Account(s) 
                as of the Annuity Commencement Date.  This number of Annuity 
                Units remains fixed for the selected Sub-Account during the 
                Annuity payment period.  For each subsequent payment the 
                dollar amount of the Variable Annuity payment is determined 
                by multiplying the fixed number of Annuity Units by the 
                Annuity Unit value.

                If subsequent payment dates fall on a non-Valuation Day 
                (weekend or holiday), the payment will be computed and 
                payable as of the prior Valuation Day.  If the day of the 
                month elected does not occur in a given month (29th, 30th, 
                or 31st), the payments will be computed and payable as of 
                the last Valuation Day of the month.

                FIXED ANNUITY PAYMENTS - Fixed Annuity payments are 
                determined at annuitization by multiplying the value of the 
                Fixed Account (less applicable Premium Taxes) by a rate to 
                be determined by Us, which is no less than the rate 
                specified in the fixed Annuity payment tables in the 
                contract.  The fixed Annuity payment will remain level for 
                the duration of the Annuity.

                EXCHANGE "TRANSFER" OF ANNUITY UNITS
                After the Annuity Commencement Date, You may exchange 
                "Transfer" the value of the Annuity Unit for a specified 
                Sub-Account for the dollar value of Annuity Units in another 
                Sub-Account.  Transfers may be made between the Sub-Accounts 
                and from the Sub-Account(s) to the Fixed Account.  No 
                transfers of Fixed Account Annuity dollars into a 
                Sub-Account are allowed. For limitation and modification 
                guidelines see "Transfers Between Sub-Accounts."

                MINIMUM PAYMENT
                The first payment must be at least equal to the minimum 
                payment amount according to Our rules then in effect.  If at 
                any time, payments become less than the minimum payment 
                amount, We have the right to change the payment frequency to 
                meet the minimum payment requirements.  If any payment 
                amount is less than the minimum annual payment amount, We 
                may make an alternative arrangement with You.





VA99-18/19                            Page 18                 PRINTED IN U.S.A.
                                                                     R562R0.FRM
<PAGE>

SETTLEMENT     ANNUITY OPTIONS
PROVISIONS     FIRST OPTION - Life Annuity - An Annuity payable during the
(CONTINUED)    lifetime of the Annuitant, ceasing with the last payment due 
               prior to the death of the Annuitant.

                SECOND OPTION - Life Annuity With a Cash Refund - An Annuity 
                payable during the lifetime of the Annuitant.  At the death 
                of the Annuitant, any remaining value will be paid to the 
                Beneficiary.  The remaining value equals the Contract Value, 
                less Premium Tax used to purchase Annuity units, minus the 
                sum of all Annuity payments made.  This option is only 
                available for variable Annuity payments using the 5% Assumed 
                Investment Return and for fixed Annuity payments.

                THIRD OPTION - Life Annuity with Payments for a Period 
                Certain - An Annuity payable for a fixed number of years and 
                for as long as the Annuitant is living. If at the death of 
                the Annuitant, payments have been made for less than the 
                period selected, the remaining payments will be made to the 
                Beneficiary.  The Beneficiary may elect to receive the 
                present value of the remaining payments in one sum. To 
                calculate the present value for fixed Annuity payments, We 
                will use the same interest rate that was used to determine 
                the amount of the Annuity payments.  To calculate the 
                present value of variable Annuity payments, we will use the 
                AIR elected by the Contract Owner when this Annuity option 
                was selected and the Annuity Unit value on the date of 
                receipt of Due Proof of Death.

                FOURTH OPTION - Joint and Last Survivor Life Annuity - An 
                Annuity payable during the lifetimes of the Annuitant and 
                the Joint Annuitant and thereafter during the remaining 
                lifetime of the survivor.  At the time of electing this 
                Annuity option, the Contract Owner may elect reduced 
                payments over the remaining lifetime of the survivor.  
                Payments will cease with the last payment prior to the death 
                of the survivor.

                FIFTH OPTION - Joint and Last Survivor Life Annuity with 
                Payments for a Period Certain - An Annuity during the 
                lifetimes of the Annuitant and the Joint Annuitant and 
                thereafter during the remaining lifetime of the survivor.  
                At the time of electing this Annuity option, the Contract 
                Owner may elect reduced payments over the remaining lifetime 
                of the survivor.  If at the death of the survivor, payments 
                have been made for less than the period selected, the 
                remaining payments will be made to the Beneficiary. The 
                Beneficiary may elect to receive the present value of the 
                remaining payments in one sum. To calculate the present 
                value for fixed Annuity payments, We will use the same 
                interest rate that was used to determine the amount of the 
                Annuity payments.  To calculate the present value of 
                variable Annuity payments, we will use the AIR elected by 
                the Contract Owner when this Annuity option was selected and 
                the Annuity Unit value on the date of receipt of Due Proof 
                of Death.













VA99-18/19                            Page 19                 PRINTED IN U.S.A.
                                                                     R563R0.FRM
<PAGE>

SETTLEMENT      SIXTH OPTION - Payment for a Period Certain - An Annuity 
PROVISION       payable for a fixed number of years with periods of 10 years 
(CONTINUED)     or greater available at any time and periods of less than 10 
                years available on or after the second Contract Anniversary.
                Payments will be made for the period and frequency selected 
                unless You surrender this contract after payments have 
                commenced by submitting a written request to Us (only 
                available with variable annuity payments). The amount available
                to You is the Commuted Value, less any applicable contingent 
                deferred sales charge. 

                If at the death of the Annuitant, payments have been made 
                for less than the period selected, the remaining payments 
                will be made to the Beneficiary. The Beneficiary may elect 
                to receive the present value of the remaining payments in 
                one sum. To calculate the present value for fixed Annuity 
                payments, We will use the same interest rate that was used 
                to determine the amount of the Annuity payments.  To 
                calculate the present value of variable Annuity payments, we 
                will use the AIR elected by the Contract Owner when this 
                Annuity option was selected and the Annuity Unit value on 
                the date of receipt of Due Proof of Death.

                SEVENTH OPTION - Annuity Proceeds Settlement Option - 
                Proceeds from the Death Benefit can be left with Us for a 
                period not to exceed five years from the date of the 
                Contract Owner's or the Annuitant's death prior to the 
                Annuity Commencement Date.  The proceeds will remain in the 
                Sub-Account(s) to which they were allocated at the time of 
                death unless the Beneficiary elects to reallocate them.  
                Full or partial withdrawals may be made at any time.  In the 
                event of withdrawals, the remaining value will equal the 
                Contract Value of the proceeds left with Us, minus any 
                withdrawals.

ANNUITY TABLES  DESCRIPTION OF TABLES
                The attached tables show the minimum dollar amount of the 
                first monthly payment for each $1,000 applied to fixed 
                dollar Annuity payments, and the actual first monthly 
                payment for each $1,000 applied to variable Annuity 
                payments.  Under the First and Second Options, the amount of 
                each payment will depend upon the age and sex of the 
                Annuitant at the time the first payment is due.  Under the 
                Fourth and Fifth Options, the amount of the first payment 
                will depend upon the sex of both Annuitants and their ages 
                at the time the first payment is due.

                Sex will not be used to determine the amount of the Annuity 
                payable if this contract is issued to qualify under certain 
                sections of the Internal Revenue Code.  If sex is used to 
                determine the amount of Annuity payable, the Annuity tables 
                at the end of this contract will provide rates of payment 
                for male Annuitants and female Annuitants.

                The variable payment Annuity tables for the First through 
                Fifth Options are based on the 1983a Individual Annuity 
                Mortality Table projected to the year 2000 using Projection 
                Scale G and the Assumed Investment Return.  The table for 
                the Sixth Option is based on an Assumed Investment Return.

                The fixed payment Annuity tables for the First through Fifth 
                Options are based on the 1983a Individual Annuity Mortality 
                Table projected to the year 2000 using Projection Scale G 
                and an interest rate of 2.5%.  The table for the Sixth 
                Option is based on an interest rate of 2.5%. per annum.






VA99-20/21                            Page 20                 PRINTED IN U.S.A.
                                                                     R564R0.FRM
<PAGE>

ANNUITY TABLES      The Annuity tables for the First through Fifth Options are
(CONTINUED)         age dependent.  If thefirst Annuity payment is made before 
                    2000, the amount of that payment will be based on the 
                    Annuitant's then-attained age (i.e., age as of last 
                    birthday).  For Annuity payments beginning after 2000, the
                    amount of the first payment will be based on an age a 
                    specified number of years younger than the Annuitant's 
                    then-attained age.  The age setback is as follows:
                        DATE OF FIRST PAYMENT         AGE SETBACK
                             Prior to 2005              1 year
                             2005 - 2014                2 years
                             2015 - 2019                3 years
                             2020 - 2029                4 years
                             2030 - 2039                5 years
                             2040 or later              6 years














VA99-20/21                            Page 21                 PRINTED IN U.S.A.
                                                                     R565R0.FRM
<PAGE>

                             ANNUITY TABLES FOR
                               FIXED PAYMENTS,
                 BASED ON A 2 1/2% ASSUMED INVESTMENT RETURN
           Amount of First Monthly Payment For Each $1,000 Applied

Fixed Dollar Annuity payments will not vary and are guaranteed as to fixed 
dollar amount.  Payments for any available Annuity Payment Frequency, Period 
Certain, age, or combination of ages not shown will be quoted upon request. 
The Second Option (Life Annuity with a Cash Refund) is not available with the 
2 1/2% Assumed Investment Return.


FIRST AND THIRD OPTIONS - SINGLE LIFE ANNUITIES

<TABLE>
<CAPTION>
                  MALE ANNUITANT                                  FEMALE ANNUITANT

           MONTHLY PAYMENTS GUARANTEED                       MONTHLY PAYMENTS GUARANTEED

  AGE      NONE         120       180       240       NONE          120          180       240
- ------------------------------------------------------------------------------------------------
  <S>      <C>        <C>        <C>       <C>        <C>         <C>          <C>       <C>
  35       $3.05      $3.05      $3.04     $3.03      $2.88       $2.88        $2.88     $2.87
  40        3.25       3.24       3.23      3.21       3.04        3.03         3.03      3.02
  45        3.49       3.48       3.45      3.42       3.23        3.22         3.22      3.20
  50        3.80       3.77       3.73      3.68       3.47        3.46         3.45      3.42
  51        3.87       3.84       3.79      3.73       3.53        3.52         3.50      3.47
  52        3.94       3.91       3.86      3.79       3.59        3.57         3.56      3.52
  53        4.02       3.98       3.93      3.85       3.65        3.64         3.61      3.58
  54        4.10       4.06       4.00      3.91       3.72        3.70         3.67      3.63
  55        4.19       4.14       4.07      3.97       3.79        3.77         3.74      3.69
  56        4.28       4.22       4.15      4.04       3.86        3.84         3.80      3.75
  57        4.37       4.31       4.23      4.10       3.94        3.91         3.87      3.81
  58        4.48       4.41       4.31      4.17       4.02        3.99         3.94      3.88
  59        4.59       4.51       4.40      4.23       4.10        4.07         4.02      3.94
  60        4.70       4.61       4.49      4.30       4.20        4.16         4.10      4.01
  61        4.83       4.72       4.58      4.37       4.29        4.25         4.18      4.08
  62        4.96       4.84       4.67      4.44       4.40        4.35         4.27      4.15
  63        5.10       4.96       4.77      4.50       4.51        4.45         4.36      4.22
  64        5.25       5.09       4.87      4.57       4.62        4.56         4.46      4.30
  65        5.41       5.23       4.97      4.64       4.75        4.67         4.55      4.37
  66        5.59       5.37       5.08      4.70       4.88        4.79         4.66      4.45
  67        5.77       5.51       5.18      4.76       5.03        4.92         4.76      4.52
  68        5.97       5.66       5.29      4.82       5.18        5.05         4.87      4.59
  69        6.18       5.82       5.39      4.87       5.34        5.19         4.98      4.66
  70        6.40       5.98       5.49      4.92       5.52        5.34         5.09      4.73
  75        7.76       6.85       5.97      5.12       6.64        6.21         5.67      5.02
  80        9.67       7.73       6.32      5.23       8.29        7.20         6.15      5.19
</TABLE>


FOURTH OPTION - JOINT AND LAST SURVIVOR ANNUITY

<TABLE>
<CAPTION>
   AGE                                               AGE OF FEMALE
   OF
  MALE   35      40       45       50       55      60      65      70      75          80         85         90
- -----------------------------------------------------------------------------------------------------------------
  <S>  <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>     <C>         <C>        <C>        <S>
   35  $2.74   $2.81    $2.87    $2.92    $2.96   $2.99   $3.01   $3.03   $3.04       $3.04      $3.05      3.05
   40   2.78    2.87     2.95     3.02     3.08    3.13    3.17    3.20    3.22        3.23       3.24       3.24
   45   2.81    2.92     3.02     3.12     3.22    3.30    3.36    3.40    3.44        3.46       3.47       3.48
   50   2.83    2.95     3.08     3.22     3.35    3.46    3.56    3.64    3.70        3.74       3.76       3.78
   55   2.85    2.98     3.13     3.29     3.46    3.63    3.79    3.91    4.01        4.08       4.13       4.15
   60   2.86    3.00     3.16     3.35     3.56    3.79    4.01    4.21    4.38        4.51       4.59       4.64
   65   2.87    3.01     3.19     3.39     3.64    3.92    4.22    4.52    4.80        5.02       5.18       5.29
   70   2.87    3.02     3.20     3.42     3.69    4.02    4.39    4.81    5.23        5.61       5.91       6.12
   75   2.88    3.03     3.21     3.44     3.73    4.09    4.52    5.05    5.64        6.23       6.76       7.15
   80   2.88    3.03     3.22     3.46     3.75    4.13    4.62    5.23    5.98        6.82       7.66       8.36
   85   2.88    3.03     3.22     3.46     3.77    4.16    4.67    5.35    6.24        7.32       8.52       9.66
   90   2.88    3.04     3.23     3.47     3.77    4.17    4.71    5.42    6.41        7.69       9.25      10.91
</TABLE>

VA99SXD2.5                            Page 22                 PRINTED IN U.S.A.
                                                                     R566R0.FRM
<PAGE>

                                ANNUITY TABLES FOR
                                VARIABLE PAYMENTS,
                    BASED ON A 2 1/2% ASSUMED INVESTMENT RETURN
                                    (CONTINUED)


FIFTH OPTION - JOINT AND LAST SURVIVOR ANNUITY WITH 10 YEAR PERIOD CERTAIN

<TABLE>
<CAPTION>
   AGE                                                    AGE OF FEMALE
   OF
  MALE     35      40        45       50      55      60      65        70       75      80      85         90
- --------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>      <C>     <C>     <C>     <C>       <C>      <C>     <C>     <C>        <C>
   35    $2.74   $2.81     $2.87    $2.92   $2.96   $2.99   $3.01     $3.02    $3.04   $3.04   $3.05      $3.05
   40     2.78    2.87      2.95     3.02    3.08    3.13    3.17      3.20     3.22    3.23    3.23       3.24
   45     2.81    2.92      3.02     3.12    3.22    3.29    3.36      3.40     3.43    3.45    3.47       3.47
   50     2.83    2.95      3.08     3.22    3.35    3.46    3.56      3.64     3.70    3.73    3.75       3.76
   55     2.85    2.98      3.13     3.29    3.46    3.63    3.78      3.91     4.01    4.07    4.11       4.13
   60     2.86    3.00      3.16     3.35    3.56    3.78    4.01      4.21     4.37    4.49    4.56       4.59
   65     2.87    3.01      3.19     3.39    3.64    3.91    4.21      4.51     4.78    4.98    5.11       5.18
   70     2.87    3.02      3.20     3.42    3.69    4.01    4.38      4.79     5.19    5.53    5.76       5.89
   75     2.88    3.03      3.21     3.44    3.72    4.08    4.51      5.01     5.56    6.07    6.46       6.68
   80     2.88    3.03      3.22     3.45    3.75    4.12    4.59      5.17     5.85    6.54    7.10       7.46
   85     2.88    3.03      3.22     3.46    3.76    4.14    4.63      5.27     6.04    6.88    7.61       8.09
   90     2.88    3.03      3.22     3.46    3.76    4.15    4.66      5.32     6.14    7.07    7.92       8.51
</TABLE>


SIXTH OPTION - PAYMENTS FOR A PERIOD CERTAIN

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
NO. OF   AMOUNT OF   NO. OF   AMOUNT OF  NO. OF   AMOUNT OF    NO. OF    AMOUNT OF   NO. OF    AMOUNT OF    NO. OF     AMOUNT OF
YEARS    MONTHLY     YEARS     MONTHLY   YEARS     MONTHLY     YEARS      MONTHLY    YEARS     MONTHLY      YEARS       MONTHLY
         PAYMENTS             PAYMENTS            PAYMENTS               PAYMENTS              PAYMENTS                PAYMENTS
- -----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>         <C>      <C>        <C>      <C>          <C>       <C>         <C>       <C>          <C>        <C>
 5       $17.70        10     $9.39        15     $6.64          20       $5.27       25        $4.46         30       $3.93
 6        14.93        11      8.64        16      6.30          21        5.08       26         4.34
 7        12.95        12      8.02        17      6.00          22        4.90       27         4.22
 8        11.47        13      7.49        18      5.73          23        4.74       28         4.12
 9        10.32        14      7.03        19      5.49          24        4.60       29         4.02
</TABLE>



VA99SXD2.5                            Page 23                 PRINTED IN U.S.A.
                                                                     R567R0.FRM
<PAGE>





                                ANNUITY TABLES FOR
                                VARIABLE PAYMENTS,
                      BASED ON A 3% ASSUMED INVESTMENT RETURN
              AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000 APPLIED


The second and subsequent annuity payments under a variable annuity are based 
on the  investment  experience of a Separate  Account and are not  guaranteed 
as to fixed dollar  amount.  Payments for any  available  Annuity  Payment  
Frequency, Period  Certain,  age,  or  combination  of ages not shown  will 
be quoted  upon request.  The Second  Option (Life  Annuity with a Cash 
Refund) is not available with the 3% Assumed Investment Return.

FIRST AND THIRD OPTIONS - SINGLE LIFE ANNUITIES

<TABLE>
<CAPTION>
                     MALE ANNUITANT                                       FEMALE ANNUITANT
              MONTHLY PAYMENTS GUARANTEED                            MONTHLY PAYMENTS GUARANTEED

  AGE        NONE          120         180       240        NONE           120           180          240
- ---------------------------------------------------------------------------------------------------------
 <S>         <C>         <C>        <C>        <C>          <C>          <C>          <C>          <C>
  35         $3.35       $3.35      $3.34      $3.33        $3.18        $3.18        $3.18        $3.17
  40          3.54        3.53       3.52       3.50         3.33         3.33         3.32         3.31
  45          3.78        3.76       3.74       3.71         3.52         3.51         3.50         3.49
  50          4.08        4.05       4.01       3.95         3.76         3.75         3.73         3.70
  51          4.15        4.12       4.07       4.01         3.81         3.80         3.78         3.75
  52          4.23        4.19       4.14       4.06         3.87         3.86         3.84         3.80
  53          4.30        4.26       4.20       4.12         3.93         3.92         3.89         3.85
  54          4.38        4.34       4.27       4.18         4.00         3.98         3.95         3.91
  55          4.47        4.42       4.35       4.24         4.07         4.04         4.01         3.96
  56          4.56        4.50       4.42       4.30         4.14         4.11         4.08         4.02
  57          4.66        4.59       4.50       4.37         4.22         4.19         4.15         4.08
  58          4.76        4.68       4.58       4.43         4.30         4.26         4.22         4.15
  59          4.87        4.78       4.67       4.50         4.38         4.35         4.29         4.21
  60          4.98        4.89       4.76       4.56         4.47         4.43         4.37         4.28
  61          5.11        5.00       4.85       4.63         4.57         4.52         4.45         4.35
  62          5.24        5.11       4.94       4.69         4.67         4.62         4.54         4.42
  63          5.38        5.23       5.04       4.76         4.78         4.72         4.63         4.49
  64          5.54        5.36       5.13       4.83         4.90         4.83         4.72         4.56
  65          5.70        5.50       5.23       4.89         5.03         4.94         4.82         4.63
  66          5.87        5.63       5.34       4.95         5.16         5.06         4.92         4.70
  67          6.06        5.78       5.44       5.01         5.30         5.19         5.02         4.78
  68          6.25        5.93       5.54       5.07         5.45         5.32         5.13         4.85
  69          6.46        6.08       5.64       5.12         5.62         5.46         5.24         4.92
  70          6.69        6.24       5.74       5.17         5.80         5.61         5.35         4.98
  75          8.05        7.10       6.21       5.36         6.92         6.46         5.91         5.26
  80          9.97        7.97       6.56       5.47         8.57         7.45         6.39         5.42
</TABLE>

FOURTH OPTION - JOINT AND LAST SURVIVOR ANNUITY

<TABLE>
<CAPTION>
   AGE                                                    AGE OF FEMALE
   OF
  MALE    35        40      45      50      55      60      65      70      75      80         85         90
- --------------------------------------------------------------------------------------------------------------
  <S>   <C>       <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>        <C>        <C>
   35   $3.04     $3.11   $3.16   $3.21   $3.25   $3.28   $3.30   $3.32   $3.33   $3.34      $3.34      $3.35
   40    3.08      3.16    3.24    3.31    3.37    3.42    3.46    3.49    3.51    3.52       3.53       3.53
   45    3.11      3.21    3.31    3.41    3.50    3.58    3.64    3.69    3.72    3.74       3.76       3.77
   50    3.13      3.25    3.37    3.50    3.62    3.74    3.84    3.92    3.98    4.02       4.05       4.06
   55    3.15      3.27    3.41    3.57    3.74    3.90    4.06    4.19    4.29    4.36       4.41       4.43
   60    3.16      3.29    3.45    3.63    3.84    4.06    4.28    4.48    4.65    4.78       4.87       4.92
   65    3.17      3.31    3.47    3.67    3.91    4.19    4.48    4.78    5.06    5.29       5.46       5.56
   70    3.17      3.32    3.49    3.71    3.97    4.29    4.66    5.07    5.49    5.88       6.18       6.39
   75    3.18      3.32    3.50    3.73    4.01    4.36    4.79    5.31    5.90    6.49       7.02       7.42
   80    3.18      3.33    3.51    3.74    4.03    4.40    4.88    5.49    6.24    7.08       7.92       8.63
   85    3.18      3.33    3.51    3.75    4.05    4.43    4.94    5.62    6.50    7.58       8.78       9.92
   90    3.18      3.33    3.52    3.75    4.05    4.45    4.98    5.70    6.68    7.96       9.52      11.18
</TABLE>


VA99SXD3                        Page 24                       PRINTED IN U.S.A.
                                                                     R568R0.FRM
<PAGE>

                                ANNUITY TABLES FOR
                                VARIABLE PAYMENTS,
                      BASED ON A 3% ASSUMED INVESTMENT RETURN
                                    (CONTINUED)


FIFTH OPTION - JOINT AND LAST SURVIVOR ANNUITY WITH 10 YEAR PERIOD CERTAIN

<TABLE>
<CAPTION>
   AGE                                                    AGE OF FEMALE
   OF
  MALE    35      40      45       50      55      60      65      70      75       80        85         90
- -------------------------------------------------------------------------------------------------------------
  <S>   <C>     <C>     <C>      <C>     <C>     <C>     <C>     <C>     <C>      <C>       <C>        <C>
   35   $3.04   $3.11   $3.16    $3.21   $3.25   $3.28   $3.30   $3.32   $3.33    $3.34     $3.34      $3.34
   40    3.08    3.16    3.24     3.31    3.37    3.42    3.46    3.49    3.51     3.52      3.53       3.53
   45    3.11    3.21    3.31     3.41    3.50    3.58    3.64    3.69    3.72     3.74      3.75       3.76
   50    3.13    3.25    3.37     3.50    3.62    3.74    3.84    3.92    3.97     4.01      4.03       4.05
   55    3.15    3.27    3.41     3.57    3.74    3.90    4.05    4.18    4.28     4.35      4.39       4.40
   60    3.16    3.29    3.45     3.63    3.83    4.05    4.27    4.47    4.64     4.76      4.83       4.86
   65    3.17    3.31    3.47     3.67    3.91    4.18    4.48    4.77    5.04     5.24      5.38       5.45
   70    3.17    3.31    3.49     3.70    3.97    4.28    4.65    5.05    5.45     5.79      6.02       6.16
   75    3.18    3.32    3.50     3.72    4.00    4.35    4.77    5.27    5.82     6.32      6.71       6.94
   80    3.18    3.32    3.51     3.73    4.02    4.39    4.86    5.43    6.10     6.79      7.35       7.70
   85    3.18    3.33    3.51     3.74    4.04    4.41    4.90    5.53    6.30     7.12      7.85       8.33
   90    3.18    3.33    3.51     3.74    4.04    4.42    4.93    5.58    6.40     7.32      8.16       8.74
</TABLE>


SIXTH OPTION - PAYMENTS FOR A PERIOD CERTAIN

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
NO. OF   AMOUNT OF   NO. OF   AMOUNT OF  NO. OF   AMOUNT OF    NO. OF    AMOUNT OF   NO. OF    AMOUNT OF    NO. OF     AMOUNT OF
YEARS    MONTHLY     YEARS     MONTHLY   YEARS     MONTHLY     YEARS      MONTHLY    YEARS     MONTHLY      YEARS       MONTHLY
         PAYMENTS             PAYMENTS            PAYMENTS               PAYMENTS              PAYMENTS                PAYMENTS
- -----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>          <C>      <C>        <C>      <C>          <C>       <C>         <C>       <C>          <C>        <C>
 5      $17.91         10     $9.61       15      $6.87          20       $5.51       25        $4.71         30          $4.18
 6       15.14         11      8.86       16       6.53          21        5.32       26         4.59
 7       13.16         12      8.24       17       6.23          22        5.15       27         4.47
 8       11.68         13      7.71       18       5.96          23        4.99       28         4.37
 9       10.53         14      7.26       19       5.73          24        4.84       29         4.27
</TABLE>



VA99SXD3                              Page 25                 PRINTED IN U.S.A.
                                                                     R569R0.FRM
<PAGE>

                                ANNUITY TABLES FOR
                                VARIABLE PAYMENTS,
                      BASED ON A 5% ASSUMED INVESTMENT RETURN
             AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000 APPLIED

Second and subsequent Annuity payments under a variable annuity are based on 
the investment experience of a Separate Account and are not guaranteed as to 
fixed dollar amount.  Payments for any available Annuity Payment Frequency, 
Period Certain, age, or combination of ages not shown will be quoted upon 
request.


FIRST, SECOND, AND THIRD OPTIONS - SINGLE LIFE ANNUITIES
<TABLE>
<CAPTION>
       ----------------------------------------------------------------------------------------------------------------
                              MALE ANNUITANT                                     FEMALE ANNUITANT
                      MONTHLY PAYMENTS GUARANTEED                          MONTHLY PAYMENTS GUARANTEED
  AGE     NONE       120      180     240       CASH REFUND       NONE     120     180         240       CASH REFUND
- -----------------------------------------------------------------------------------------------------------------------
 <S>    <C>        <C>      <C>     <C>         <C>             <C>      <C>      <C>        <C>         <C>
  35    $4.63      $4.62    $4.61   $4.60         $4.60         $4.48    $4.48    $4.47      $4.47         $4.46
  40     4.80       4.78     4.77    4.74          4.74          4.60     4.60     4.59       4.58          4.58
  45     5.02       4.99     4.96    4.91          4.92          4.77     4.75     4.74       4.72          4.72
  50     5.30       5.25     5.20    5.13          5.16          4.98     4.96     4.94       4.90          4.91
  51     5.36       5.31     5.26    5.18          5.21          5.03     5.01     4.98       4.94          4.95
  52     5.43       5.38     5.31    5.23          5.27          5.08     5.06     5.03       4.99          5.00
  53     5.51       5.45     5.37    5.28          5.33          5.14     5.11     5.08       5.03          5.05
  54     5.58       5.52     5.44    5.33          5.39          5.20     5.17     5.13       5.08          5.10
  55     5.67       5.59     5.50    5.38          5.46          5.26     5.23     5.19       5.13          5.16
  56     5.75       5.67     5.57    5.44          5.53          5.33     5.29     5.25       5.18          5.21
  57     5.85       5.75     5.64    5.49          5.60          5.40     5.36     5.31       5.24          5.27
  58     5.95       5.84     5.72    5.55          5.68          5.48     5.43     5.37       5.29          5.34
  59     6.05       5.94     5.80    5.61          5.76          5.56     5.51     5.44       5.35          5.41
  60     6.17       6.04     5.88    5.67          5.85          5.65     5.59     5.51       5.41          5.48
  61     6.29       6.14     5.96    5.73          5.94          5.74     5.67     5.59       5.47          5.55
  62     6.42       6.25     6.05    5.78          6.04          5.84     5.76     5.67       5.53          5.63
  63     6.56       6.37     6.14    5.84          6.14          5.95     5.86     5.75       5.59          5.72
  64     6.71       6.49     6.23    5.90          6.24          6.06     5.96     5.84       5.66          5.81
  65     6.87       6.62     6.32    5.96          6.36          6.18     6.07     5.93       5.72          5.91
  66     7.05       6.75     6.41    6.01          6.47          6.31     6.18     6.02       5.79          6.01
  67     7.23       6.89     6.51    6.06          6.60          6.46     6.30     6.11       5.85          6.12
  68     7.43       7.03     6.60    6.11          6.73          6.61     6.43     6.21       5.92          6.23
  69     7.65       7.18     6.69    6.16          6.87          6.77     6.57     6.31       5.98          6.35
  70     7.87       7.33     6.79    6.21          7.01          6.95     6.71     6.42       6.04          6.48
  75     9.25       8.14     7.21    6.38          7.85          8.08     7.53     6.94       6.29          7.25
  80    11.20       8.97     7.53    6.47          8.92          9.75     8.47     7.37       6.43          8.27
</TABLE>


FOURTH OPTION - JOINT AND LAST SURVIVOR ANNUITY

<TABLE>
<CAPTION>
   AGE                                                    AGE OF FEMALE
   OF
  MALE    35      40       45      50       55       60       65       70       75        80         85         90
- --------------------------------------------------------------------------------------------------------------------
  <S>   <C>     <C>      <C>     <C>      <C>      <C>      <C>      <C>      <C>       <C>        <C>        <C>
   35   $4.35   $4.40    $4.44   $4.48    $4.52    $4.55    $4.57    $4.59    $4.60     $4.61      $4.62      $4.63
   40    4.38    4.44     4.50    4.56     4.61     4.66     4.70     4.73     4.75      4.77       4.78       4.79
   45    4.41    4.48     4.56    4.64     4.72     4.79     4.85     4.90     4.94      4.97       4.99       5.00
   50    4.42    4.51     4.61    4.71     4.82     4.93     5.02     5.10     5.17      5.21       5.25       5.27
   55    4.44    4.54     4.65    4.78     4.92     5.07     5.21     5.34     5.45      5.53       5.58       5.62
   60    4.45    4.55     4.68    4.83     5.01     5.21     5.41     5.61     5.78      5.92       6.02       6.08
   65    4.46    4.57     4.71    4.88     5.09     5.33     5.60     5.89     6.17      6.40       6.58       6.70
   70    4.47    4.58     4.73    4.91     5.14     5.43     5.78     6.17     6.58      6.97       7.29       7.52
   75    4.47    4.59     4.74    4.94     5.19     5.51     5.91     6.41     6.98      7.57       8.11       8.53
   80    4.48    4.59     4.75    4.95     5.21     5.56     6.01     6.60     7.33      8.16       9.00       9.72
   85    4.48    4.60     4.76    4.96     5.23     5.60     6.08     6.73     7.60      8.66       9.86      11.01
   90    4.48    4.60     4.76    4.97     5.25     5.62     6.12     6.82     7.79      9.05      10.61      12.27
</TABLE>


VA99SXD5                              Page 26                 PRINTED IN U.S.A.
                                                                     R570R0.FRM
<PAGE>


                                ANNUITY TABLES FOR
                                VARIABLE PAYMENTS,
                      BASED ON A 5% ASSUMED INVESTMENT RETURN
                                    (CONTINUED)


FIFTH OPTION - JOINT AND LAST SURVIVOR ANNUITY WITH 10 YEAR PERIOD CERTAIN

<TABLE>
<CAPTION>
   AGE                                                    AGE OF FEMALE
   OF
  MALE       35       40       45       50        55       60       65       70      75        80      85     90
- -----------------------------------------------------------------------------------------------------------------
  <S>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>       <C>     <C>    <C>
   35      $4.35    $4.40    $4.44    $4.48     $4.52    $4.55    $4.57    $4.59   $4.60     $4.61   $4.62  $4.62
   40       4.38     4.44     4.50     4.56      4.61     4.66     4.70     4.73    4.75      4.77    4.78   4.78
   45       4.41     4.48     4.56     4.64      4.72     4.79     4.85     4.90    4.93      4.96    4.98   4.99
   50       4.42     4.51     4.61     4.71      4.82     4.93     5.02     5.10    5.16      5.20    5.23   5.24
   55       4.44     4.53     4.65     4.78      4.92     5.07     5.21     5.33    5.44      5.51    5.55   5.58
   60       4.45     4.55     4.68     4.83      5.01     5.20     5.41     5.60    5.76      5.89    5.97   6.01
   65       4.46     4.57     4.71     4.88      5.08     5.33     5.60     5.88    6.14      6.35    6.49   6.57
   70       4.47     4.58     4.73     4.91      5.14     5.42     5.76     6.14    6.52      6.86    7.10   7.24
   75       4.47     4.59     4.74     4.93      5.18     5.49     5.89     6.36    6.88      7.37    7.75   7.98
   80       4.47     4.59     4.75     4.95      5.20     5.54     5.97     6.52    7.16      7.82    8.36   8.70
   85       4.48     4.60     4.75     4.95      5.22     5.57     6.03     6.62    7.35      8.14    8.83   9.29
   90       4.48     4.60     4.75     4.96      5.23     5.58     6.05     6.68    7.46      8.34    9.13   9.68
</TABLE>


SIXTH OPTION - PAYMENTS FOR A PERIOD CERTAIN

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
NO. OF   AMOUNT OF   NO. OF   AMOUNT OF  NO. OF   AMOUNT OF    NO. OF    AMOUNT OF   NO. OF    AMOUNT OF    NO. OF     AMOUNT OF
YEARS    MONTHLY     YEARS     MONTHLY   YEARS     MONTHLY     YEARS      MONTHLY    YEARS     MONTHLY      YEARS       MONTHLY
         PAYMENTS             PAYMENTS            PAYMENTS               PAYMENTS              PAYMENTS                PAYMENTS
- -----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>          <C>      <C>        <C>      <C>          <C>       <C>         <C>       <C>          <C>        <C>
    5   $18.74         10     $10.51       15      $7.82        20        $6.51        25       $5.76        30         $5.28
    6    15.99         11       9.77       16       7.49        21         6.33        26        5.65
    7    14.02         12       9.16       17       7.20        22         6.17        27        5.54
    8    12.56         13       8.64       18       6.94        23         6.02        28        5.45
    9    11.42         14       8.20       19       6.71        24         5.88        29        5.36
</TABLE>


VA99SXD5                              Page 27                 PRINTED IN U.S.A.
                                                                     R571R0.FRM
<PAGE>

                                ANNUITY TABLES FOR
                                VARIABLE PAYMENTS,
                     BASED ON A 6% ASSUMED INVESTMENT RETURN
             AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000 APPLIED

Second and subsequent Annuity payments under a variable annuity are based on 
the investment experience of a Separate Account and are not guaranteed as to 
fixed dollar amount.  Payments for any available Annuity Payment Frequency, 
Period Certain, age, or combination of ages not shown will be quoted upon 
request.  The Second Option (Life Annuity with a Cash Refund) is not 
available with the 6% Assumed Investment Return.


FIRST AND THIRD OPTIONS - SINGLE LIFE ANNUITIES

<TABLE>
<CAPTION>
                                 MALE ANNUITANT                             FEMALE ANNUITANT
                         MONTHLY PAYMENTS GUARANTEED                 MONTHLY PAYMENTS GUARANTEED
  AGE        NONE        120         180        240         NONE        120        180     240
- ------------------------------------------------------------------------------------------------
 <S>        <C>         <C>        <C>        <C>          <C>         <C>       <C>      <C>
  35        $5.31       $5.30      $5.29      $5.27        $5.17       $5.17     $5.16    $5.15
  40         5.46        5.45       5.43       5.40         5.28        5.27      5.26     5.25
  45         5.67        5.64       5.60       5.56         5.43        5.42      5.40     5.38
  50         5.94        5.89       5.83       5.75         5.63        5.60      5.58     5.54
  51         6.00        5.94       5.88       5.80         5.67        5.65      5.62     5.58
  52         6.07        6.00       5.93       5.84         5.72        5.70      5.66     5.62
  53         6.14        6.07       5.99       5.89         5.78        5.75      5.71     5.66
  54         6.22        6.14       6.05       5.94         5.84        5.80      5.76     5.70
  55         6.30        6.21       6.11       5.99         5.90        5.86      5.81     5.75
  56         6.38        6.28       6.18       6.04         5.96        5.92      5.87     5.80
  57         6.47        6.36       6.24       6.09         6.03        5.98      5.92     5.85
  58         6.57        6.45       6.32       6.14         6.10        6.05      5.98     5.90
  59         6.67        6.54       6.39       6.19         6.18        6.12      6.05     5.95
  60         6.78        6.64       6.47       6.25         6.27        6.20      6.12     6.01
  61         6.90        6.74       6.55       6.30         6.36        6.28      6.19     6.06
  62         7.03        6.84       6.63       6.36         6.46        6.37      6.26     6.12
  63         7.17        6.96       6.71       6.41         6.56        6.46      6.34     6.18
  64         7.32        7.07       6.80       6.47         6.67        6.56      6.42     6.24
  65         7.48        7.20       6.88       6.52         6.79        6.66      6.51     6.30
  66         7.66        7.33       6.97       6.57         6.92        6.77      6.59     6.36
  67         7.84        7.46       7.06       6.62         7.06        6.89      6.69     6.42
  68         8.04        7.60       7.15       6.67         7.21        7.01      6.78     6.48
  69         8.25        7.74       7.24       6.71         7.37        7.14      6.88     6.54
  70         8.48        7.89       7.33       6.75         7.54        7.28      6.97     6.59
  75         9.86        8.68       7.73       6.91         8.67        8.08      7.47     6.83
  80        11.81        9.47       8.04       7.00        10.35        8.99      7.89     6.96
</TABLE>


FOURTH OPTION - JOINT AND LAST SURVIVOR ANNUITY

<TABLE>
<CAPTION>
   AGE                                                    AGE OF FEMALE
   OF
  MALE    35      40     45      50      55      60      65     70      75       80      85         90
- --------------------------------------------------------------------------------------------------------
  <S>   <C>     <C>    <C>     <C>     <C>     <C>     <C>    <C>     <C>      <C>     <C>        <C>
   35   $5.05   $5.09  $5.13   $5.16   $5.19   $5.22   $5.25  $5.27   $5.28    $5.29   $5.30      $5.30
   40    5.08    5.13   5.18    5.23    5.28    5.32    5.36   5.39    5.41     5.43    5.45       5.45
   45    5.10    5.16   5.23    5.30    5.37    5.43    5.49   5.54    5.58     5.61    5.64       5.65
   50    5.11    5.19   5.27    5.36    5.46    5.56    5.65   5.73    5.80     5.85    5.88       5.91
   55    5.13    5.21   5.31    5.42    5.55    5.69    5.82   5.95    6.06     6.14    6.20       6.24
   60    5.14    5.23   5.34    5.48    5.64    5.82    6.01   6.20    6.37     6.52    6.62       6.69
   65    5.15    5.24   5.36    5.52    5.71    5.94    6.20   6.47    6.75     6.99    7.17       7.30
   70    5.16    5.26   5.38    5.55    5.77    6.04    6.36   6.74    7.15     7.54    7.86       8.10
   75    5.16    5.26   5.40    5.58    5.81    6.11    6.50   6.98    7.54     8.13    8.67       9.10
   80    5.17    5.27   5.41    5.60    5.84    6.17    6.60   7.17    7.89     8.71    9.55      10.28
   85    5.17    5.27   5.42    5.61    5.86    6.21    6.68   7.31    8.16     9.22   10.41      11.56
   90    5.17    5.28   5.42    5.61    5.88    6.23    6.72   7.40    8.36     9.62   11.16      12.81
</TABLE>


VA99SXD6                              Page 28                 PRINTED IN U.S.A.
                                                                     R572R0.FRM
<PAGE>


                                ANNUITY TABLES FOR
                                VARIABLE PAYMENTS,
                     BASED ON A 6% ASSUMED INVESTMENT RETURN
                                   (CONTINUED)


FIFTH OPTION - JOINT AND LAST SURVIVOR ANNUITY WITH 10 YEAR PERIOD CERTAIN

<TABLE>
<CAPTION>
   AGE                                                    AGE OF FEMALE
   OF
  MALE     35      40      45      50      55      60     65        70      75       80      85       90
- -----------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>     <C>     <C>     <C>     <C>    <C>       <C>     <C>      <C>     <C>      <C>
   35    $5.05   $5.09   $5.13   $5.16   $5.19   $5.22  $5.25     $5.26   $5.28    $5.29   $5.30    $5.30
   40     5.08    5.13    5.18    5.23    5.28    5.32   5.36      5.39    5.41     5.43    5.44     5.44
   45     5.10    5.16    5.23    5.30    5.37    5.43   5.49      5.54    5.58     5.61    5.62     5.63
   50     5.11    5.19    5.27    5.36    5.46    5.56   5.65      5.72    5.79     5.83    5.86     5.88
   55     5.13    5.21    5.31    5.42    5.55    5.69   5.82      5.94    6.04     6.12    6.17     6.19
   60     5.14    5.23    5.34    5.47    5.63    5.82   6.01      6.19    6.36     6.48    6.56     6.61
   65     5.15    5.24    5.36    5.52    5.71    5.93   6.19      6.46    6.71     6.92    7.07     7.14
   70     5.16    5.25    5.38    5.55    5.76    6.03   6.35      6.71    7.08     7.42    7.66     7.79
   75     5.16    5.26    5.40    5.57    5.80    6.10   6.47      6.93    7.43     7.91    8.29     8.51
   80     5.17    5.27    5.41    5.59    5.83    6.15   6.56      7.09    7.71     8.35    8.88     9.21
   85     5.17    5.27    5.41    5.60    5.84    6.17   6.62      7.19    7.90     8.67    9.34     9.78
   90     5.17    5.27    5.41    5.60    5.85    6.19   6.64      7.25    8.01     8.86    9.63    10.16
</TABLE>


SIXTH OPTION - PAYMENTS FOR A PERIOD CERTAIN

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
NO. OF   AMOUNT OF   NO. OF   AMOUNT OF  NO. OF   AMOUNT OF    NO. OF    AMOUNT OF   NO. OF    AMOUNT OF    NO. OF     AMOUNT OF
YEARS    MONTHLY     YEARS     MONTHLY   YEARS     MONTHLY     YEARS      MONTHLY    YEARS     MONTHLY      YEARS       MONTHLY
         PAYMENTS             PAYMENTS            PAYMENTS               PAYMENTS              PAYMENTS                PAYMENTS
- -----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>         <C>      <C>        <C>      <C>          <C>       <C>         <C>      <C>           <C>        <C>
  5      $19.17       10      $10.97       15      $8.31         20       $7.04        25     $6.32          30          $5.87
  6       16.42       11       10.24       16       7.99         21        6.86        26      6.21
  7       14.46       12        9.63       17       7.71         22        6.70        27      6.11
  8       13.00       13        9.12       18       7.46         23        6.56        28      6.02
  9       11.87       14        8.69       19       7.24         24        6.43        29      5.94
</TABLE>


VA99SXD6                              Page 29                 PRINTED IN U.S.A.
                                                                     R573R0.FRM
<PAGE>




                            INDIVIDUAL FLEXIBLE PREMIUM
                             VARIABLE ANNUITY CONTRACT

                          HARTFORD LIFE INSURANCE COMPANY
                                   P.O. Box 2999
                         Hartford, Connecticut 06104-2999

                               ADMINISTRATIVE OFFICE:
                        Attn: Individual Annuity Services
                                   P.O. Box 5085
                              Hartford, CT 06102-5085











                                 [GRAPHIC OMITTED]










HL-VA99                                                       Printed in U.S.A.
                                                                     R379R0.FRM

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                             <C>
COUNTRYWIDE VERSION (EXCEPT NY)                                                 U.S.P.S.-First Class or  Hartford  Life - IAS
REQUEST FOR                                                                     Express-Mail to:         P.O. Box 5085
VARIABLE ANNUITY                                                                                         Hartford, CT  06102-5085
/ /Hartford Life Insurance Company                                              Private Express Mail     Hartford Life - IAS
/ /Hartford Life and Annuity Insurance Company              [LOGO]                                       200 Hopmeadow Street
                                                         Hartford Life                                   Simsbury, CT  06089
- -----------------------------------------------------------------------------------------------------------------------------------
1.   CONTRACT OWNER   Ownership Type:    / /Individual   / /Trust   / /UGMA   / /UTMA   / /CRT   / /NRA   / /Corporation   / /Other

/ /Mr. / /Mrs. / /Ms.    SEX:/ /M / /F                U.S. CITIZEN  / /Yes    / /No
- -----------------------------------------------------------------------------------------------------------------------------------
First Name                              MI            Last Name

- -----------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL OWNER INFORMATION (IE, NAME OF TRUST/CORPORATION)

- -----------------------------------------------------------------------------------------------------------------------------------
Social Security Number/TIN                            Date of Birth                  Daytime Telephone Number

- -----------------------------------------------------------------------------------------------------------------------------------
Street Address                                                            City                       State    ZIP

- -----------------------------------------------------------------------------------------------------------------------------------
2.   JOINT CONTRACT OWNER (If any)                                                        Date of Birth  Social Security Number/TIN

/ /Mr. / /Mrs. / /Ms.    SEX:/ /M / /F                U.S. CITIZEN  / /Yes    / /No
- -----------------------------------------------------------------------------------------------------------------------------------
First Name                        MI                  Last Name                              Relationship to Contract Owner

- -----------------------------------------------------------------------------------------------------------------------------------
3.   ANNUITANT (If different from Contract Owner) / /Any Trustee or Successor             Date of Birth  Social Security Number/TIN
                                                    (for Unallocated Qualified Plans only)
/ /Mr. / /Mrs. / /Ms.    SEX:/ /M / /F
- -----------------------------------------------------------------------------------------------------------------------------------
First Name               MI        Last Name                                         Daytime Telephone Number

- -----------------------------------------------------------------------------------------------------------------------------------
Street Address                                                            City                       State     ZIP

- -----------------------------------------------------------------------------------------------------------------------------------
4.   CONTINGENT ANNUITANT  (If applicable)                                                Date of Birth  Social Security Number/TIN
/ /Mr. / /Mrs. / /Ms.    SEX:/ /M / /F
- -----------------------------------------------------------------------------------------------------------------------------------
First Name                              MI            Last Name
- -----------------------------------------------------------------------------------------------------------------------------------
5.   BENEFICIARY(IES) (Unless indicated otherwise, proceeds will be divided equally.  Please attach a separate sheet to  add
     additional beneficiaries.)
- -----------------------------------------------------------------------------------------------------------------------------------
/ /Primary           RELATIONSHIP TO CONTRACT OWNER                       Date of Birth   Social Security Number/TIN
                %
- -----------------------------------------------------------------------------------------------------------------------------------
First Name                              MI            Last Name

- -----------------------------------------------------------------------------------------------------------------------------------
/ /Primary / /Contingent   RELATIONSHIP TO CONTRACT OWNER                 Date of Birth   Social Security Number/TIN
                %
- -----------------------------------------------------------------------------------------------------------------------------------
First Name                              MI            Last Name

- -----------------------------------------------------------------------------------------------------------------------------------
6.   PURCHASE PAYMENT (Make check payable to HARTFORD LIFE INSURANCE COMPANY)
Monies remitted via:  / /Check   / /Wire   / /1035(a) Exchange   / /Transfer / /Rollover   $
                                                                                            ---------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------


7.   PLAN PAYMENT TYPE (Complete Section A OR B)
  A. NON QUALIFIED / /Initial Purchase    / / 1035(a) Tax-Free Exchange        Cost Basis $
                                               (please provide Cost Basis)                  ---------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
  B. QUALIFIED     / /New Contribution    / / Transfer        / /Rollover                     Contribution for tax year
                                                                                                                        -----------
- -----------------------------------------------------------------------------------------------------------------------------------
                    INDIVIDUALLY OWNED                                         EMPLOYER PLAN -   / / Allocated  / / Unallocated
- -----------------------------------------------------------------------------------------------------------------------------------
     / / Traditional IRA    / /403(b)    / / SEP IRA                            / / 401(k)    / /401(a)      / /Keogh/HR-10
     / / Custodial IRA      / /Roth      / / SIMPLE IRA (Non-DFI only)          / / Other:
                                                                                          -----------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Form HL-15657    Printed in U.S.A.

<PAGE>

- --------------------------------------------------------------------------------
8.   RATE LOCK - 90 DAY FIXED ACCOUNT/DCA BONUS 1035 EXCHANGE/TRANSFER RATE LOCK
      / / YES               %
             ----------------
     IF RATE LOCK IS NOT SELECTED, THE RATE WILL BE DETERMINED WHEN HARTFORD
     LIFE RECEIVES THE FUNDS. ESTIMATED DOLLAR AMOUNT      $
                                                              ------------------
- --------------------------------------------------------------------------------
9.   FUND SELECTION (The invested amount will be allocated as selected here. If
     choosing the Custom Designed Allocation Program or Dollar Cost Averaging 
     Program, complete the appropriate enrollment form.) PLEASE NOTE: WHOLE 
     PERCENTAGES ONLY.

                   %                         %                              %
- -------------------------------------------------------------------------------

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

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

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

- -------------------------------------------------------------------------------
                                                                         100%
- -------------------------------------------------------------------------------
10.  SPECIAL REMARKS
                    -----------------------------------------------------------
                                                                           
- -------------------------------------------------------------------------------
11.  OWNERS(S) ACKNOWLEDGEMENTS
Will the annuity applied for replace one or more existing annuity or life
insurance contracts? / / No   / /Yes - If Yes, please explain in Special
Remarks, section 10.
Have you purchased another deferred annuity issued by Hartford Life during the
current calendar year?   / /No       / /Yes
THE FOLLOWING STATES REQUIRE INSURANCE TO ACKNOWLEDGE A FRAUD WARNING STATEMENT.
PLEASE REFER TO THE FRAUD WARNING STATEMENT FOR YOUR STATE AS INDICATED BELOW.  
CHECK THE APPROPRIATE BOX PERTAINING TO YOUR RESIDENT STATE, SIGN AND DATE AT 
THE BOTTOM OF SECTION 11.

/ /  ARKANSAS   Any person who knowingly presents a false or fraudulent claim
     for payment of a loss or benefit or knowingly presents false information in
     an application for insurance is guilty of a crime and may be subject to
     fines and confinement in prison.

/ /  ARIZONA   Upon your written request we will provide you, within a
     reasonable period of time, reasonable, factual information regarding the
     benefits and provisions of the annuity contract for which you are applying.
     If for any reason you are not satisfied with the contract, you may return
     the contract within ten days after you receive it. If the contract you are
     applying for is a variable annuity, you will receive an amount equal to the
     sum of (i) the difference between the premiums paid and the amounts
     allocated to any account under the contract and (ii) the Contract Value on
     the date the returned contract is received by our company or our agent.

/ /  COLORADO   It is unlawful to knowingly provide false, incomplete,
     misleading facts or information to an insurance company for the purpose of
     defrauding or attempting to defraud the company.  Penalties may include
     imprisonment, fines, denial of insurance, and civil damages.  Any insurance
     company or agent of an insurance company who knowingly provides false,
     incomplete or misleading facts or information to a policyholder or claimant
     for the purpose of defrauding or attempting to defraud the policyholder or
     claimant with regard to a settlement or award payable from insurance
     proceeds shall be reported to the Colorado Division of Insurance within the
     Department of Regulatory Services.

/ /  FLORIDA   Any person who knowingly and with intent to injure, defraud or
     deceive any insurer files a statement of claim or an application containing
     any false, incomplete or misleading information is guilty of a felony of
     the third degree.

/ /  KENTUCKY   Any person who, knowingly and with intent to defraud any
     insurance company or other person, files an application for insurance
     containing any materially false information or conceals, for the purpose of
     misleading, information concerning any fact thereto commits a fraudulent
     act, which is a crime.

/ /  MAINE   It is a crime to knowingly provide false, incomplete or misleading
     information to an insurance company for the purpose of defrauding the
     company.  Penalties may include imprisonment, fines or a denial of
     insurance benefits.

/ /  NEW JERSEY   Any person who includes any false or misleading information on
     an application for an insurance policy is subject to criminal and civil
     penalties.

/ /  NEW MEXICO   Any person who knowingly presents a false or fraudulent claim
     for payment of a loss or benefit or knowingly presents false information in
     an application for insurance is guilty of a crime and may be subject to
     civil fines and criminal penalties.

/ /  OHIO   Any person who, with intent to defraud or knowing that he/she is
     facilitating a fraud against an insurer, submits an application or files
     a claim containing a false or deceptive statement is guilty of insurance
     fraud.

/ /  PENNSYLVANIA   Any person who knowingly and with intent to defraud any
     insurance company or other person files an application for insurance or
     statement of claim con-taining any materially false information or
     conceals, for the purpose of misleading, information concerning any fact
     material thereto commits a fraudulent insurance act, which is a crime and
     subjects such person to criminal and civil penalties.

I/we hereby represent my/our answers to the above questions to be true and
correct to the best of my/our knowledge and belief.  I/WE UNDERSTAND THAT
ANNUITY PAYMENTS OR SURRENDER VALUES, WHEN BASED UPON THE INVESTMENT EXPERIENCE
OF A SEPARATE ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO A FIXED DOLLAR
AMOUNT.

/ /   RECEIPT OF A VARIABLE ANNUITY AND FUND PROSPECTUS IS HEREBY ACKNOWLEDGED.
If not checked, the appropriate prospectus will be mailed to you. Signed at:
*
 --------------------------------------------

               /  /
- ---------   --------    --------------------------------------------
  State       Date      Contract Owner Signature (Trustee/Custodian,
                        if applicable)

                        ----------------------------------------------
                        Joint Contract Owner Signature (if applicable)

  * IF THE STATE ABOVE IS DIFFERENT THAN RESIDENCE STATE, PLEASE SUBMIT A POLICY
    SITUS FORM.
- --------------------------------------------------------------------------------

12.  REGISTERED REPRESENTATIVE ACKNOWLEDGEMENTS
Do you, as agent, have reason to believe the
contract requested for will replace existing       -----------------------------
annuities or insurance?   / /Yes  / /No               Licensed Agent Signature

- --------------------------------------------------------------------------------
First Name           MI   Last Name

- --------------------------------------------------------------------------------
Broker/Dealer          Broker/Dealer Street Address   City      State      ZIP

- --------------------------------------------------------------------------------
Business Telephone Number   Fax Number                   Licensed Agent SSN

- --------------------------------------------------------------------------------
   Broker/Dealer Client Account Number         License I.D (Florida Agents Only)

  --------------------------------------     -----------------------------------
Select Program:     / / A     / / B     / / C     / / D

Form HL-15657  Printed in U.S.A.



<PAGE>


                                                                      Exhibit 9





December 21, 1998                      LYNDA GODKIN
                                       Senior Vice President, General Counsel &
                                       Corporate Secretary


Board of Directors
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, CT  06089

RE:  HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO
     HARTFORD LIFE INSURANCE COMPANY

Dear Sir/Madam:

I have acted as General Counsel to Hartford Life Insurance Company (the 
"Company"), a Connecticut insurance company, and Hartford Life Insurance 
Company Separate Account Two (the "Account") in Connecticut with the 
registration of an indefinite amount of securities in the form of variable 
annuity contracts (the "Contracts") with the Securities and Exchange 
Commission under the Securities Act of 1933, as amended.  I have examined 
such documents (including the Form N-4 registration statement) and reviewed 
such questions of law as I considered necessary and appropriate, and on the 
basis of such examination and review, it is my opinion that:

1.   The Company is a corporation duly organized and validly existing as a 
     stock life insurance company under the laws of the State of Connecticut 
     and is duly authorized by the Insurance Department of the State of 
     Connecticut to issue the Contacts.

2.   The Account is a duly authorized and existing separate account established
     pursuant to the provisions of Section 38a-433 of the Connecticut Statutes.

3.   To the extent so provided under the Contracts, that portion of the assets
     of the Account equal to the reserves and other contract liabilities with
     respect to the Account will not be chargeable with liabilities arising out
     of any other business that the Company may conduct.

4.   The Contracts, when issued as contemplated by the Form N-4 Registration
     Statement, will constitute legal, validly issued and binding obligations
     of the Company.

I hereby consent to the filing of this opinion as an exhibit to the Form N-4 
registration statement for the Contracts and the Account.

Sincerely yours,

/s/ Lynda Godkin

Lynda Godkin



<PAGE>
                                                                     Exhibit 15


                           HARTFORD LIFE INSURANCE COMPANY

                                  POWER OF ATTORNEY
                                  -----------------

                                   Gregory A. Boyko
                                   John P. Ginnetti
                                     Lynda Godkin
                                   Thomas M. Marra
                                   Lowndes A. Smith
                                  Raymond P. Welnicki
                                  Lizabeth H. Zlatkus
                                 David M. Znamierowski


do hereby jointly and severally authorize Lynda Godkin, Marianne O'Doherty,
and Leslie T. Soler to sign as their agent, any Registration Statement,
pre-effective amendment, post-effective amendment and any application for
exemptive relief of the Hartford Life Insurance Company and Hartford Life and
Accident Insurance Company under the Securities Act of 1933 and/or the
Investment Company Act of 1940.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for 
the purpose herein set forth.


        /s/ Gregory A. Boyko                       Dated as of March 16, 1998
- ---------------------------------------            --------------------------
            Gregory A. Boyko


        /s/ John P. Ginnetti                       Dated as of March 16, 1998 
- ---------------------------------------            -------------------------- 
            John P. Ginnetti                  


        /s/ Lynda Godkin                           Dated as of March 16, 1998 
- ---------------------------------------            -------------------------- 
            Lynda Godkin


        /s/ Thomas M. Marra                        Dated as of March 16, 1998 
- ---------------------------------------            -------------------------- 
            Thomas M. Marra


        /s/ Lowndes A. Smith                       Dated as of March 16, 1998 
- ---------------------------------------            -------------------------- 
            Lowndes A. Smith


        /s/ Raymond P. Welnicki                    Dated as of March 16, 1998 
- ---------------------------------------            -------------------------- 
            Raymond P. Welnicki


        /s/ Lizabeth H. Zlatkus                    Dated as of March 16, 1998 
- ---------------------------------------            -------------------------- 
            Lizabeth H. Zlatkus


        /s/ David M. Znamierowski                  Dated as of March 16, 1998 
- ---------------------------------------            -------------------------- 
            David M. Znamierowski

<PAGE>
                                                                    Exhibit 16

<TABLE>
<CAPTION>

<S>                                                                            <C>
                                                 THE HARTFORD 
                                  The Hartford Financial Services Group, Inc.
                                                  (Delaware)
                                                       |
- -------------------------------------------------------------------------------------------------------------
                                             Nutmeg Insurance Company             The Hartford Investment
                                                  (Connecticut)                       Management Company
                                                       |                                 (Delaware)
                                        Hartford Fire Insurance Company                      |
                                                  (Connecticut)                     Hartford Investment
                                                       |                              Services, Inc.
                                   Hartford Accident and Indemnity Company             (Connecticut)
                                                  (Connecticut)
                                                       |
                                              Hartford Life, Inc.
                                                  (Delaware)
                                                       |
                                 Hartford Life and Accident Insurance Company
                                                  (Connecticut)
                                                       |
                                                       |
                                                       |
- -------------------------------------------------------------------------------------------------------------
Alpine Life    Hartford Financial         Hartford Life        American Maturity      ITT Hartford Canada
Insurance      Services Life              Insurance Company    Life Insurance         Holdings, Inc.
Company        Insurance Co.              (Connecticut)        Company                (Canada)
(New Jersey)   (Connecticut)                        |          (Connecticut)               |
                                                    |               |                      |
                                                    |          AML Financial, Inc.         |
                                                    |          (Connecticut)          Hartford Life
                                                    |                                 Insurance Company
                                                    |                                 of Canada
                                                    |                                 (Canada)
                                                    |
                                                    |
- -------------------------------------------------------------------------------------------------------------
Hartford Life and Annuity         ITT Hartford International      Hartford Financial Services   Royal Life
Insurance Company                 Life Reassurance Corporation    Corporation                   Insurance
(Connecticut)                     (Connecticut)                   (Delaware)                    Company of
      |                                                               |                         America
      |                                                               |                         (Connecticut)
      |                                                               |
ITT Hartford Life, Ltd.                                               |
(Bermuda)                                                             |
                                                                      |
                                                                      |
- -------------------------------------------------------------------------------------------------------------
MS Fund         HL Funding       HL Investment    Hartford       Hartford Securities      Hartford-Comp. Emp.
America         Company, Inc.    Advisors, Inc.   Equity Sales   Distribution             Benefit Service
1993-K, Inc.    (Connecticut)    (Connecticut)    Company, Inc.  Company, Inc.            Company
(Delaware)                            |           (Connecticut)  (Connecticut)            (Connecticut)
                                      |
                                 Hartford Investment
                                 Financial Services 
                                 Company
                                 (Delaware)
</TABLE>




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