<PAGE>
As filed with the Securities and Exchange Commission on March 2, 2000.
File No. 333-91931
811-07622
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. 2 [X]
Post-Effective Amendment No. [ ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 43 [X]
PUTNAM CAPITAL MANAGER TRUST
SEPARATE ACCOUNT TWO
(Exact Name of Registrant)
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(Name of Depositor)
P.O. Box 2999
Hartford, CT 06104-2999
(Address of Depositor's Principal Offices)
(860) 843-6733
(Depositor's Telephone Number, Including Area Code)
Marianne O'Doherty
Hartford Life and Annuity Insurance Company
P.O. Box 2999
Hartford, CT 06104-2999
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the registration statement.
<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(A)
<TABLE>
<CAPTION>
N-4 Item No. Prospectus Heading
----------------------------------------------------------------
<S> <C>
1. Cover Page Hartford Life and Annuity Insurance Company -
Putnam Capital Manager Trust Separate
Account Two
2. Definitions Glossary of Special Terms
3. Synopsis or Highlights Summary
4. Condensed Financial Yield Information
Information
5. General Description of Hartford Life and Annuity 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
</TABLE>
<PAGE>
PART A
<PAGE>
PARTS A AND B
The Prospectus and Statement of Additional Information are incorporated in Parts
A and B, respectively, of this Pre-Effective Amendment No. 2 by reference to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 (File
No. 333-91931), as filed on February 22, 2000.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
BALANCE SHEETS
(STATUTORY BASIS)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
--------------- ---------------
<S> <C> <C>
(UNAUDITED)
ASSETS
Bonds $ 1,508,437 $ 1,453,792
Common Stocks 41,599 40,650
Mortgage Loans 85,667 59,548
Policy Loans 57,224 47,212
Cash and Short-Term Investments 235,511 469,955
Other Invested Assets 30,044 2,188
--------------- ---------------
TOTAL CASH AND INVESTED ASSETS 1,958,482 2,073,345
Investment Income Due and Accrued 21,719 20,126
Premium Balances Receivable 365 333
Other Assets 7,206 14,242
Separate Account Assets 37,517,327 32,876,278
--------------- ---------------
TOTAL ASSETS $ 39,505,099 $ 34,984,324
--------------- ---------------
--------------- ---------------
LIABILITIES
Aggregate Reserves for Future Benefits $ 577,529 $ 579,140
Policy and Contract Claims 7,000 5,667
Liability for Premium and Other Deposit Funds 2,020,790 2,011,672
Asset Valuation Reserve 3,703 21,782
Payable to Affiliates 16,789 19,271
Amounts Due (From) Separate Account (1,289,774) (1,173,513)
Other Liabilities 166,408 167,515
Separate Account Liabilities 37,517,327 32,876,278
--------------- ---------------
TOTAL LIABILITIES 39,019,772 34,507,812
--------------- ---------------
CAPITAL AND SURPLUS
Common Stock 2,500 2,500
Gross Paid-In and Contributed Surplus 226,043 226,043
Unassigned Funds 256,784 247,969
--------------- ---------------
TOTAL CAPITAL AND SURPLUS 485,327 476,512
--------------- ---------------
TOTAL LIABILITIES, CAPITAL AND SURPLUS $ 39,505,099 $ 34,984,324
--------------- ---------------
--------------- ---------------
</TABLE>
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF OPERATIONS
(STATUTORY BASIS)
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1999 1998
------------ ------------
<S> <C> <C>
REVENUES
Premiums and Annuity Considerations $ 407,330 $ 312,049
Annuity and Other Fund Deposits 2,745,707 1,489,008
Net Investment Income 92,321 97,585
Commissions and Expense Allowances on Reinsurance Ceded 243,448 338,687
Reserve Adjustment on Reinsurance Ceded 702,323 2,568,460
Other Revenues 463,804 332,787
------------ ------------
TOTAL REVENUES 4,654,933 5,138,576
------------ ------------
BENEFITS AND EXPENSES
Death and Annuity Benefits 34,402 32,816
Disability and Other Benefit Payments 4,583 4,660
Surrenders 858,280 533,726
Commissions 353,077 369,481
Decrease in Aggregate Reserves for Future Benefits (650) (14,060)
Increase in Liability for Premium and Other Deposit Fun 2,232 131,466
Other Insurance Expenses 132,506 95,286
Net Transfers to Separate Accounts 3,231,911 3,876,234
------------ ------------
TOTAL BENEFITS AND EXPENSES 4,616,341 5,029,609
------------ ------------
NET GAIN FROM OPERATIONS
BEFORE FEDERAL INCOME TAX EXPENSE 38,592 108,967
Federal Income Tax Expense 13,144 78,421
------------ ------------
NET GAIN FROM OPERATIONS 25,448 30,546
Net Realized Capital Gains (Losses), after tax (36,258) 1,344
------------ ------------
NET INCOME (LOSS) $ (10,810) $ 31,890
------------ ------------
------------ ------------
</TABLE>
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
(STATUTORY BASIS)
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SETEMBER 30,
-------------------------------
1999 1998
------------ ------------
<S> <C> <C>
COMMON STOCK,
Beginning and End of Year $ 2,500 $ 2,500
------------ ------------
GROSS PAID-IN AND CONTRIBUTED SURPLUS,
Beginning and End of Year $ 226,043 $ 226,043
------------ ------------
UNASSIGNED FUNDS
Balance, Beginning of Year $ 247,969 $ 143,257
Net Income (Loss) (10,810) 31,890
Change in Net Unrealized Capital Gains (Losses)
on Common Stocks and Other Invested Assets 1,489 (875)
Change in Asset Valuation Reserve 18,079 (2,641)
Change in Non-Admitted Assets 2,773 790
Credit on Reinsurance Ceded (2,716) --
------------ ------------
Balance, End of Year $ 256,784 $ 172,421
------------ ------------
CAPITAL AND SURPLUS,
End of Year $ 485,327 $ 400,964
------------ ------------
------------ ------------
</TABLE>
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF CASH FLOWS
(STATUTORY BASIS)
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------------------
1999 1998
---------------- ----------------
<S> <C> <C>
OPERATING ACTIVITIES
Premiums and Annuity Considerations $ 3,152,996 $ 1,800,993
Investment Income 93,175 92,289
Other Income 1,405,469 3,238,094
---------------- ----------------
Total Income 4,651,640 5,131,376
---------------- ----------------
Benefits Paid 896,755 571,360
Federal Income Taxes (Received) Paid on Operations 24,000 29,380
Other Expenses 3,794,115 4,522,844
---------------- ----------------
Total Benefits and Expenses 4,714,870 5,123,584
---------------- ----------------
NET CASH PROVIDED (USED) IN OPERATING ACTIVITIES (63,230) 7,792
---------------- ----------------
PROCEEDS FROM INVESTMENTS SOLD
Bonds 634,564 530,209
Common Stocks 754 33,333
Mortgage Loans 30,292 76,589
Other 1,351 21,324
---------------- ----------------
TOTAL INVESTMENTS SOLD 666,961 661,455
---------------- ----------------
OTHER CASH PROVIDED
Borrowed Money - 6,263
Other - 1,269
---------------- ----------------
TOTAL PROCEEDS 603,731 676,779
---------------- ----------------
COST OF INVESTMENTS ACQUIRED
Bonds 727,958 521,204
Common Stocks 166 6,896
Mortgage Loans 56,013 45,930
Other 29,086 1,108
---------------- ----------------
TOTAL INVESTMENTS ACQUIRED 813,223 575,138
---------------- ----------------
OTHER CASH APPLIED
Other 24,952 43,318
---------------- ----------------
TOTAL OTHER CASH APPLIED 24,952 43,318
---------------- ----------------
TOTAL APPLICATIONS 838,175 618,456
---------------- ----------------
NET CHANGE IN CASH AND SHORT-TERM INVESTMENTS (234,444) 58,323
CASH AND SHORT-TERM INVESTMENTS, Beginning of Year 469,955 309,432
---------------- ----------------
CASH AND SHORT-TERM INVESTMENTS, End of Year $ 235,511 $ 367,755
---------------- ----------------
---------------- ----------------
</TABLE>
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
(STATUTORY BASIS)
(DOLLAR AMOUNTS IN MILLIONS UNLESS OTHERWISE STATED)
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of Hartford Life and Annuity
Insurance Company (the Company) have been prepared in conformity with statutory
accounting practices prescribed by the National Association of Insurance
Commissioners and the Connecticut Department of Insurance. Certain information
and note disclosures which are normally included in financial statements
prepared in accordance with statutory accounting practices have been condensed
or omitted, although the Company believes that the disclosures made are adequate
to make the information presented not misleading. In the opinion of management,
these statements include all adjustments which were normal recurring adjustments
necessary to present fairly the financial position, results of operations and
cash flows for the periods presented in accordance with statutory accounting
practices. For a description of significant accounting policies, see Note 1 of
Notes to Financial Statements in Hartford Life and Annuity Insurance Company's
1998 statutory basis financial statements.
Certain reclassifications have been made to prior year financial information to
conform to the current year classification of transactions and accounts.
2. INVESTMENTS
In October 1998, the Company became aware of allegations of improper activities
at Commercial Financial Services Inc. (CFS), a securitizer and servicer of asset
backed securities. On December 11, 1998, CFS filed for protection under Chapter
11 of the Bankruptcy Code and, in June 1999, CFS ceased operations. In August
1999, the Company sold all of its CFS holdings recognizing a $36, after tax,
realized capital loss.
<PAGE>
PART C
<PAGE>
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) All financial statements are incorporated by reference.(1)
(b) (1) Resolution of the Board of Directors of Hartford Life and
Annuity Insurance Company ("Hartford") authorizing the
establishment of the Separate Account.(2)
(2) Not applicable.
(3) (a) Principal Underwriter Agreement.(3)
(3) (b) Form of Dealer Agreement.(3)
(4) Form of Individual Flexible Premium Variable Annuity Contract.(5)
(5) Form of Application.
(6) (a) Articles of Incorporation of Hartford.(4)
(6) (b) Bylaws of Hartford.(2)
(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.
- ------------------------------
(1) Incorporated by reference to Pre-Effective Amendment No. 1, to the
Registration Statement File No. 333-91931, dated February 22, 2000.
(2) Incorporated by reference to Post-Effective Amendment No. 2, to the
Registration Statement File No. 33-73572, dated May 1, 1995.
(3) Incorporated by reference to Post-Effective Amendment No. 3, to the
Registration Statement File No. 33-73572, dated May 1, 1996.
(4) Incorporated by reference to Post-Effective Amendment No. 8, to the
Registration Statement File No. 33-73572, dated April 15, 1998.
(5) Incorporated by reference to the Initial Filing to the Registration
Statement, File No. 333-91931, filed on December 1, 1999.
<PAGE>
(11) No financial statements are omitted.
(12) Not applicable.
(13) Not applicable.
(14) Not applicable.
(15) Copy of Power of Attorney.(1)
(16) Organizational Chart.(1)
Item 25. Directors and Officers of the Depositor
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
NAME POSITION WITH HARTFORD
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
David A. Carlson Vice President
- ----------------------------------------------------------------------------------------------------------------------
Peter W. Cummins Senior Vice President
- ----------------------------------------------------------------------------------------------------------------------
Bruce W. Ferris Vice President
- ----------------------------------------------------------------------------------------------------------------------
Timothy M. Fitch Vice President
- ----------------------------------------------------------------------------------------------------------------------
Mary Jane B. Fortin Vice President & Chief Accounting Officer
- ----------------------------------------------------------------------------------------------------------------------
David T. Foy Senior Vice President, Chief Financial Officer &
Treasurer, Director*
- ----------------------------------------------------------------------------------------------------------------------
Lynda Godkin Senior Vice President, General Counsel and
Corporate Secretary, Director*
- ----------------------------------------------------------------------------------------------------------------------
Lois W. Grady Senior Vice President
- ----------------------------------------------------------------------------------------------------------------------
Stephen T. Joyce Senior Vice President
- ----------------------------------------------------------------------------------------------------------------------
Michael D. Keeler Vice President
- ----------------------------------------------------------------------------------------------------------------------
Robert A. Kerzner Senior Vice President
- ----------------------------------------------------------------------------------------------------------------------
Thomas M. Marra Executive Vice President, Director*
- ----------------------------------------------------------------------------------------------------------------------
Joseph J. Noto Vice President
- ----------------------------------------------------------------------------------------------------------------------
Craig R. Raymond Senior Vice President and Chief Actuary
- ----------------------------------------------------------------------------------------------------------------------
Donald A. Salama Vice President
- ----------------------------------------------------------------------------------------------------------------------
Lowndes A. Smith President and Chief Executive Officer, Director*
- ----------------------------------------------------------------------------------------------------------------------
David M. Znamierowski Senior Vice President & Chief Investment Officer,
Director*
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Unless otherwise indicated, the principal business address of each of the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.
*Denotes Board of Directors.
<PAGE>
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 December 31, 1999, there were 244,647 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 become subject
by reason of being or having been 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 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 director or officer of the company and
legal and (2) other expenses incurred in defending against such claims,
in each case, to the extent such is consistent with statutory
provisions.
<PAGE>
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)
Hartford Life Insurance Company - Putnam Capital Manager Trust
Separate Account
<PAGE>
Hartford Life Insurance Company - Separate Account Three
Hartford Life Insurance Company - Separate Account Five
Hartford Life Insurance Company -Separate Account Seven
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
Hartford Life and Annuity Insurance Company - Separate Account
Seven
Hart Life Insurance Company - Separate Account One
Hart Life Insurance Company - Separate Account Two
American Maturity Life Insurance Company - Separate Account AMLVA
Servus Life Insurance Company - Separate Account One
Servus Life Insurance Company - Separate Account Two
(b) Directors and Officers of HSD
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER
------------------ ---------------------
<S> <C>
David A. Carlson Vice President
Peter W. Cummins Senior Vice President
David T. Foy Treasurer
Lynda Godkin Senior Vice President, General Counsel and
Corporate Secretary
George R. Jay Controller
Robert A. Kerzner Executive Vice President
Thomas M. Marra Executive Vice President, Director
Paul E. Olson Supervising Registered Principal
Lowndes A. Smith President and Chief Executive Officer, Director
</TABLE>
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.
<PAGE>
Item 32. Undertakings
(a) The Registrant hereby undertakes to file a post-effective amendment
to this 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 Town of Simsbury, and State of Connecticut on this 2nd day of
March, 2000.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY -
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT TWO
(Registrant)
By: Thomas M. Marra *By: /s/ Marianne O'Doherty
------------------------------------------ ------------------------
Thomas M. Marra, Executive Vice President Marianne O'Doherty
Attorney-in-Fact
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(Depositor)
*By: Thomas M. Marra
------------------------------------------
Thomas M. Marra, Executive 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.
David T. Foy, Senior Vice President, Chief Financial
Officer & Treasurer, 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 Executive Officer, Director* Attorney-In-Fact
David M. Znamierowski, Senior Vice President &
Chief Investment Officer, Director* Dated: March 2, 2000
<PAGE>
EXHIBIT INDEX
(9) Opinion and Consent of Lynda Godkin, Senior Vice President, General
Counsel and Corporate Secretary.
(10) Consent of Arthur Andersen LLP, Independent Public Accountants.
<PAGE>
March 2, 2000 LYNDA GODKIN
Senior Vice President, General Counsel &
Corporate Secretary
Board of Directors
Hartford Life and Annuity Insurance Company
200 Hopmeadow Street
Simsbury, CT 06089
RE: HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT TWO
333-91931
Dear Sir/Madam:
I have acted as General Counsel to Hartford Life and Annuity Insurance Company
(the "Company"), a Connecticut insurance company, and Putnam Capital Manager
Trust 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 Contracts.
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>
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 333-91931 for Hartford Life and Annuity
Insurance Company Putnam Capital Manager Trust Separate Account Two on Form N-4.
/s/ Arthur Andersen LLP
Hartford, Connecticut
March 2, 2000
