SEPARATE ACCOUNT FIVE OF ITT HARTFORD LIFE & ANNUITY INS CO, 485BPOS, 1995-04-28

SEPARATE ACCOUNT FIVE OF ITT HARTFORD LIFE & ANNUITY INS CO
485BPOS, 1995-04-28

Previous: FLORIDA DAILY MUNICIPAL INCOME FUND, NSAR-A, 1995-04-28

Next: SEPARATE ACCOUNT FIVE OF ITT HARTFORD LIFE & ANNUITY INS CO, 485BPOS, 1995-04-28

<PAGE>

Registration No.33-83652

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

Post-Effective Amendment No. 2
to
FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

A. Exact name of trust: Separate Account Five

B. Name of depositor: ITT Hartford Life and Annuity Insurance Company

C. Complete address of depositor's principal executive offices:
P. O. Box 2999
Hartford, CT 06104-2999

D. Name and address of agent for service:
Rodney J. Vessels, Esquire
Hartford Life Companies
P. O. Box 2999
Hartford, CT 06104-2999

It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b) of Rule 485
------

X on (May 1, 1995) pursuant to paragraph (b)(1)(v) of Rule 485
------

60 days after filing pursuant to paragraph (a)(1) of Rule 485
------

on May 1, 1995 pursuant to paragraph (a)(1) of Rule 485
------

75 days after filing pursuant to paragraph (a)(2) of Rule 485
------
on ___________________ pursuant to paragraph (a)(2) of Rule 485
------

E. Title and amount of securities being registered:

An indefinite amount of Flexible Premium Variable Life Insurance Contracts
was previously registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940.

The Rule 24f-2 Notice for the Registrant's most recent fiscal year will be
filed on or about February 28, 1995.

F. Proposed maximum aggregate offering price to the public of the securities
being registered: Not yet determined.

<PAGE>

G. Amount of filing fee: Paid

H. Approximate date of proposed public offering:

As soon as practicable after the effective date of this registration
statement.
The registrant hereby represents that it is relying on Section (13)(i)(B)
of Rule 6e-3(T).

<PAGE>

ITT HARTFORD LIFE AND
ANNUITY INSURANCE COMPANY PUTNAM CAPITAL MANAGER LIFE
P. O. BOX 2999 Modified Single Premium
HARTFORD, CT 06104-2999 Variable Life Insurance
TELEPHONE (800) 231-5453 Contracts

This prospectus describes the Putnam Capital Manager Life modified single
premium variable life insurance contracts ("Contracts") offered by ITT Hartford
Life and Annuity Insurance Company ("ITT Hartford") to applicants age 90 and
under. The Contract lets the Contract Owner pay a single premium and, subject
to restrictions, additional premiums.

The Contract is a modified endowment contract for federal income tax purposes,
except in certain cases described under "Federal Tax Considerations," page ___.
A LOAN, DISTRIBUTION OR OTHER AMOUNT RECEIVED FROM A MODIFIED ENDOWMENT CONTRACT
DURING THE LIFE OF THE INSURED WILL BE TAXED TO THE EXTENT OF ANY ACCUMULATED
INCOME IN THE CONTRACT. ANY AMOUNTS THAT ARE TAXABLE WITHDRAWALS WILL BE
SUBJECT TO A 10% ADDITIONAL TAX, WITH CERTAIN EXCEPTIONS.

Generally, the minimum initial premium ITT Hartford will accept is $10,000. The
initial premium will be allocated to PCM Money Market Fund. After the Right to
Cancel Period has expired, the amount so allocated will be transferred to the
Funds specified in the Contract Owner's application. The following underlying
investment portfolios ("Funds") of Putnam Capital Manager Trust are available
under the Contracts: PCM Asia Pacific Growth Fund, PCM Diversified Income Fund,
PCM Global Asset Allocation Fund, PCM Global Growth Fund, PCM Growth and Income
Fund, PCM High Yield Fund, PCM Money Market Fund, PCM New Opportunities Fund,
PCM U.S. Government and High Quality Bond Fund, PCM Utilities Growth and Income
Fund and PCM Voyager Fund.

There is no guaranteed minimum Account Value for a Contract. The Account Value
of a Contract will vary up or down to reflect the investment experience of the
Funds to which premiums have been allocated. The Contract Owner bears the
investment risk for all amounts so allocated. The Contract continues in effect
while the Cash Surrender Value is sufficient to pay the monthly charges under
the Contract ("Deduction Amount").

The Contracts provide for a Face Amount, which is the minimum death benefit
under the Contract. The death benefit ("Death Benefit") may be greater than the

<PAGE>

Face Amount. The Account Value will, and under certain circumstances the Death
Benefit of the Contract may, increase or decrease based on the investment
experience of the Funds to which premiums have been allocated. However, while
the Contract is in force, the Death Benefit will never be less than the Face
Amount. At the death of the Insured, we will pay the death proceeds ("Death
Proceeds") to the Beneficiary. The Death Proceeds equal the Death Benefit less
any Indebtedness under the Contract.

IT MAY NOT BE ADVANTAGEOUS TO PURCHASE VARIABLE LIFE INSURANCE AS A REPLACEMENT
FOR YOUR CURRENT LIFE INSURANCE OR IF YOU ALREADY OWN A VARIABLE LIFE INSURANCE
CONTRACT.

THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED BY THE CURRENT PROSPECTUSES OF THE
APPLICABLE ELIGIBLE FUNDS WHICH CONTAIN A FULL DESCRIPTION OF THOSE FUNDS. ALL
PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

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

THE PRODUCTS DESCRIBED HEREIN ARE NOT DEPOSITS OF, OR GUARANTEED BY ANY BANK,
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

The date of this Prospectus is May 1, 1995.

<PAGE>

SPECIAL TERMS

As used in this Prospectus, the following terms have the indicated meanings:

ACCOUNT VALUE: The current value of Accumulation Units plus the value of the
Loan Account under the Contract.

ACCUMULATION UNIT: An accounting unit of measure used to calculate the value of
a Sub-Account.

ANNUAL WITHDRAWAL AMOUNT: The amount of a surrender or partial withdrawal that
is not subject to the contingent deferred sales charge. This amount in any
Contract year is the greater of 10% of premiums or 100% of cumulative earnings
(Account Value less premiums paid).

CASH SURRENDER VALUE: The Account Value less any contingent deferred sales
charge and additional premium tax charge and all Indebtedness.

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

CONTRACT ANNIVERSARY: The yearly anniversary of the Contract Date.

CONTRACT DATE: A date not later than three business days after receipt of the
initial premium at ITT Hartford's Home Office.

CONTRACT OWNER: The person having rights to benefits under the Contract during
the lifetime of the Insured; the Contract Owner may or may not be the Insured.

CONTRACT YEARS: Annual periods computed from the Contract Date.

COVERAGE AMOUNT: The Death Benefit less the Account Value.

DEATH BENEFIT: The greater of (1) the Face Amount specified in the Contract or
(2) the Account Value on the date of death multiplied by a stated percentage as
specified in the Contract.

DEATH PROCEEDS: The amount that we will pay on the death of the Insured. This
equals the Death Benefit less any Indebtedness.

3
<PAGE>

DEDUCTION AMOUNT: A deduction on the Contract Date and on each Monthly Activity
Date for the cost of insurance, a tax expense charge, an administrative charge
and a mortality and expense risk charge.

FACE AMOUNT: On the Contract Date, the initial Face Amount is the amount shown
on the Contract's Specifications page. Thereafter, the Face Amount is reduced
by any partial withdrawals.

FUNDS: Currently, the portfolios of Putnam Capital Manager Trust described on
page _____ of this Prospectus.

GUIDELINE SINGLE PREMIUM: The "Guideline Single Premium" as defined in Section
7702 of the Code.

INDEBTEDNESS: All monies owed to ITT Hartford by the Contract Owner. These
monies include all outstanding loans on the Contract, including any interest due
or accrued Deduction Amount or Annual Maintenance Fee.

INSURED: The person on whose life the Contract is issued.

LOAN ACCOUNT: An account in ITT Hartford's General Account, established for any
amounts transferred from the Sub-Accounts for requested loans. The Loan Account
credits a fixed rate of interest of 4% per annum that is not based on the
investment experience of the Separate Account.

MONTHLY ACTIVITY DATE: The day of each month on which the Deduction Amount is
deducted from the Account Value of the Contract. Monthly Activity Dates occur
on the same day of the month as the Contract Date.

SEPARATE ACCOUNT: Separate Account Five, an account established by ITT Hartford
to separate the assets funding the Contracts from other assets of ITT Hartford.

<PAGE>

SUB-ACCOUNT: The subdivisions of the Separate Account used to allocate a
Contract Owner's Account Value, less Indebtedness, among the Funds.

TRUST: Putnam Capital Manager Trust.

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 (currently 4:00 p.m. Eastern Time) on such days.

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

<PAGE>

TABLE OF CONTENTS

Page
----

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE SEPARATE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . .

General. . . . . . . . . . . . . . . . . . . . . . . . . . .
Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Adviser . . . . . . . . . . . . . . . . . . . . .

THE CONTRACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Application for a Contract . . . . . . . . . . . . . . . . .
Premiums . . . . . . . . . . . . . . . . . . . . . . . . . .
Allocation of Premiums . . . . . . . . . . . . . . . . . . .
Accumulation Unit Values . . . . . . . . . . . . . . . . . .

DEDUCTIONS AND CHARGES . . . . . . . . . . . . . . . . . . . . . . . .

Monthly Deductions . . . . . . . . . . . . . . . . . . . . .

<PAGE>

TABLE OF CONTENTS
(Continued)

Page
----

Annual Maintenance Fee . . . . . . . . . . . . . . . . . . .
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charges Against the Funds. . . . . . . . . . . . . . . . . .
Contingent Deferred Sales Charge . . . . . . . . . . . . . .
Premium Tax Charge . . . . . . . . . . . . . . . . . . . . .

CONTRACT BENEFITS AND RIGHTS . . . . . . . . . . . . . . . . . . . . .

Death Benefit. . . . . . . . . . . . . . . . . . . . . . . .
Account Value. . . . . . . . . . . . . . . . . . . . . . . .
Transfer of Account Value. . . . . . . . . . . . . . . . . .
Contract Loans . . . . . . . . . . . . . . . . . . . . . . .
Amount Payable on Surrender of the Contract. . . . . . . . .
Partial Withdrawals . . . . . . . . . . . . . . . . . . . .

7
<PAGE>

TABLE OF CONTENTS
(Continued)

Page
----

Benefits at Maturity . . . . . . . . . . . . . . . . . . . .
Lapse and Reinstatement. . . . . . . . . . . . . . . . . . .
Cancellation and Exchange Rights . . . . . . . . . . . . . .
Suspension of Valuation, Payments and Transfers. . . . . . .

LAST SURVIVOR CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . .

OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Voting Rights. . . . . . . . . . . . . . . . . . . . . . . .
Statements to Contract Owners. . . . . . . . . . . . . . . .
Limit on Right to Contest. . . . . . . . . . . . . . . . . .
Misstatement as to Age and Sex . . . . . . . . . . . . . . .
Payment Options. . . . . . . . . . . . . . . . . . . . . . .
Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

TABLE OF CONTENTS
(Continued)

Page
----

Assignment . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . .

EXECUTIVE OFFICERS AND DIRECTORS . . . . . . . . . . . . . . . . . . .

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

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS . . . . . . . . . . . . .

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . .

General. . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation of ITT Hartford and the Separate Account. . . . . .
Income Taxation of Contract Benefits . . . . . . . . . . . .
Modified Endowment Contracts . . . . . . . . . . . . . . . .
Diversification Requirements . . . . . . . . . . . . . . . .

LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

TABLE OF CONTENTS
(Continued)

Page
----

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . .

APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The Contracts may not be available in all states.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER OR OTHER PERSON IS AUTHORIZED
TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON.

<PAGE>

SUMMARY

THE CONTRACT

The Contracts are life insurance contracts with death benefits, cash values, and
other traditional life insurance features. The Contracts are "variable." Unlike
the fixed benefits of ordinary whole life insurance, the Account Value will, and
the Death Benefit may, increase or decrease based on the investment experience
of the Funds to which premiums have been allocated. The Contracts are credited
with units ("Accumulation Units") to calculate cash values. The Contract Owner
may transfer the cash values among the Funds.

The Contracts can be issued on a single life or "last survivor" basis. For a
discussion of how last survivor Contracts operate differently from single life
Contracts, see "Last Survivor Contracts," page ____.

THE SEPARATE ACCOUNT AND THE FUNDS

Separate Account Five ("Separate Account") funds the variable life insurance
Contracts offered by this prospectus. ITT Hartford established the Separate
Account pursuant to Connecticut insurance law and organized as a unit investment
trust registered under the Investment Company Act of 1940. The Contracts
currently offer ten sub-accounts ("Sub-Accounts"), each investing exclusively
in a Fund. If an initial premium is submitted with an application for a
Contract, it will be allocated, within three business days of receipt at ITT
Hartford's Home Office, to PCM Money Market Fund. After the expiration of
the Right to Cancel Period, the values in PCM Money Market Fund will be
allocated to one or more of the Funds as specified in the Contract Owner's
application. See "The Contract - Allocation of Premiums," page _____.

Currently, the Funds of Putnam Capital Manager Trust available under the
Contracts are: PCM Asia Pacific Growth Fund, PCM Diversified Income Fund,
PCM Global Asset Allocation Fund, PCM Global Growth Fund, PCM Growth and
Income Fund, PCM High Yield Fund, PCM Money Market Fund, PCM New
Opportunities Fund, PCM U.S. Government and High Quality Bond Fund, PCM
Utilities Growth and Income Fund and PCM Voyager Fund. Applicants should read
the prospectus for the Funds accompanying this prospectus

<PAGE>

in connection with the purchase of a Contract. The investment objectives of
the Funds are as set forth in "The Separate Account," page ____.

Total fund operating expenses in 1994, including management fees, were .80% for
the PCM Diversified Income Fund; .76% for the PCM Global Asset Allocation Fund;
.77% for the PCM Global Growth Fund; .62% for the PCM Growth and Income Fund;
.74% for the PCM High Yield Fund; .55% for the PCM Money Market Fund; .71% for
the PCM New Opportunities Fund; .67% for the PCM U.S. Government and High
Quality Bond Fund; .68% for the PCM Utilities Growth and Income Fund; and .71%
for the PCM Voyager Fund. The PCM Asia Pacific Growth Fund was effective 1995.

The investment adviser for all the Funds is The Putnam Management Company, Inc.
See "The Separate Account," page ____.

PREMIUMS

The Contract permits the Contract Owner to pay a large single premium and,
subject to restrictions, additional premiums. The Contract Owner may choose a
minimum initial premium of 80%, 90% or 100% of the Guideline Single Premium
(based on the Face Amount). Under current underwriting rules, which are subject
to change, Applicants between the ages of 45 and 80 who pay an initial premium
of 100% of the Guideline Single Premium are eligible for simplified underwriting
without a medical examination if they meet simplified underwriting standards as
evidenced in their responses in the application. For Contract owners who pay an
initial premium of 80% or 90% of the Guideline Single Premium or who are below
age 45 or above age 80, standard underwriting applies, except that substandard
underwriting applies only in those cases that represent substandard risks
according to customary underwriting guidelines. Additional premiums are allowed
if they do not cause the Contract to fail to meet the definition of a life
insurance contract under Section 7702 of the Code. ITT Hartford may require
evidence of insurability for any additional premiums which increase the Coverage
Amount. Generally, the minimum initial premium ITT Hartford will accept is
$10,000. ITT Hartford may accept less than $10,000 under certain circumstances.
No premium will be accepted which does not meet the tax qualification guidelines
for life insurance under the Code.

DEDUCTIONS AND CHARGES

On the Contract Date and on each Monthly Activity Date, ITT Hartford will deduct
a Deduction Amount from the Account Value. The Deduction Amount will be made
pro rata respecting each Sub-Account attributable to the Contract. The
Deduction Amount includes a cost of insurance charge, tax expense charge,
administrative charge and a mortality and expense risk charge. The monthly cost
of insurance charge is to cover ITT Hartford's anticipated mortality costs. In
addition, ITT Hartford will deduct monthly from the Account Value a tax expense
charge equal to an annual rate of 0.40% for the first ten Contract Years. This
charge compensates ITT Hartford for premium taxes imposed by various states and

<PAGE>

local jurisdictions and for federal taxes imposed under Section 848 of the Code.
The charge includes a premium tax deduction of 0.25% and a federal tax deduction
of 0.15%. The premium tax deduction represents an average premium tax of 2.5%
of premiums over ten years. ITT Hartford will deduct from the Account Value
attributable to the Separate Account a monthly administrative charge equal to an
annual rate of 0.40%. This charge compensates ITT Hartford for administrative
expenses incurred in the administration of Separate Account and the Contracts.
ITT Hartford will also deduct from the Account Value attributable to the
Separate Account a monthly charge equal to an annual rate of 0.90% for the
mortality risks and expense risks ITT Hartford assumes in relation to the
variable portion of the Contracts. If the Cash Surrender Value is not
sufficient to cover a Deduction Amount due on any Monthly Activity Date the
Contract may lapse. See "Deductions and Charges - Monthly Deductions," page
____ and "Contract Benefits and Rights - Lapse and Reinstatement," page ____.

If the Account Value on a Contract Anniversary is less than $50,000, ITT
Hartford will deduct on such date an Annual Maintenance Fee of $30. This fee
will help reimburse ITT Hartford for administrative and maintenance costs of the
Contracts. See "Deductions and Charges - Annual Maintenance Fee," page ____.

ITT Hartford may set up a provision for income taxes against the assets of the
Separate Account. See "Deductions and Charges - Charges Against The Separate
Account," page ____ and "Federal Tax Considerations," page ____.

Applicants should review the prospectuses for the Funds which accompany this
prospectus for a description of the charges assessed against the assets of the
Funds.

Upon surrender of the Contract and partial withdrawals in excess of the
Annual Withdrawal Amount, a contingent deferred sales charge may be assessed.
In Contract Years 1 through 3, this charge is 7.5% of surrendered Account Value
attributable to premiums paid. In Contract Years 4 through 5, this charge is
6%. In Contract Years 6 through 7, this charge is 4%. In Contract Years 8
through 9, this charge is 2%. After the 9th Contract Year, there is no charge.
The contingent deferred sales charge is imposed to cover a portion of the sales
expense incurred by ITT Hartford in distributing the Contracts. This expense

<PAGE>

includes agents commissions, advertising and the printing of prospectuses. See
"Deductions and Charges - Contingent Deferred Sales Charge," page ____.

During the first nine Contract Years, an additional premium tax charge will be
imposed on surrender or partial withdrawals. See "Deductions and Charges -
Premium Tax Charges," page ____.

For a discussion of the tax consequences of surrender of the Contract or a
partial withdrawal, see "Federal Tax Considerations," page ____.

DEATH BENEFIT

The Contracts provide for a Face Amount which is the minimum Death Benefit under
the Contract. The Death Benefit may be greater than the Face Amount. At the
death of the Insured, we will pay the Death Proceeds to the Beneficiary. The
Death Proceeds equal the Death Benefit less any Indebtedness under the Contract.
See "Contract Benefits and Rights - Death Benefit," page _____.

ACCOUNT VALUE

The Account Value of the Contract will increase or decrease to reflect the
investment experience of the Funds applicable to the Contract and deductions for
the monthly Deduction Amount. There is no minimum guaranteed Account Value and
the Contract Owner bears the risk of the investment in the Funds. See "Contract
Benefits and Rights - Account Value," page ____.

CONTRACT LOANS

A Contract Owner may obtain one or both of two types of cash loans from ITT
Hartford. Both types of loans are secured by the Contract. At the time a loan
is requested, the aggregate amount of all loans (including the currently applied
for loan) may not exceed 90% of the Account Value less any contingent deferred
sales charge and due and unpaid Deduction Amount. See "Contract Benefits and
Rights - Contract Loans," page .

LAPSE

Under certain circumstances a Contract may terminate if the Cash Surrender Value
on any Monthly Activity Date is less than the required Monthly Deduction Amount.
ITT Hartford will give written notice to the Contract Owner and a 61 day grace

<PAGE>

period during which additional amounts may be paid to continue the Contract.
See "Contract Benefits and Rights - Contract Loans," page ________ and "Lapse
and Reinstatement," page ______.

CANCELLATION AND EXCHANGE RIGHTS

An applicant has a limited right to return his or her Contract for cancellation.
If the applicant returns the Contract, by mail or hand delivery, to ITT Hartford
or to the agent who sold the Contract, to be cancelled within 10 days after
delivery of the Contract to the applicant (in certain cases, this free-look
period is longer), ITT Hartford will return to the applicant within 7 days
thereafter the greater of the premiums paid for the Contract or the sum of (1)
the Account Value on the date the returned Contract is received by ITT Hartford
or its agent and (2) any deductions under Contract or by the Funds for taxes,
charges or fees.

In addition, once the Contract is in effect it may be exchanged during the first
24 months after its issuance for a permanent life insurance contract on the life
of the Insured without submitting proof of insurability. See "Contract Benefits
and Rights - Cancellation and Exchange Rights," page ____.

TAX CONSEQUENCES

The current Federal tax law generally excludes all death benefit payments from
the gross income of the Contract Beneficiary. The Contracts generally will be
treated as modified endowment contracts. This status does not affect the
Contracts' classification as life insurance, nor does it affect the exclusion of
death benefit payments from gross income. However, loans, distributions or other
amounts received under a modified endowment contract are taxed to the extent of
accumulated income in the Contract (generally, the excess of Account Value over
premiums paid) and may be subject to a 10% penalty tax. See "Federal Tax
Considerations," page ____.

<PAGE>

THE COMPANY

ITT Hartford Life and Annuity Insurance Company ("ITT Hartford"), formerly ITT
Life Insurance Corporation, is domiciled in the state of Wisconsin at Suite
2100, 111 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, with its principal
office at 505 Highway 169 North, Minneapolis, Minnesota 55441; however, its
mailing address is: P.O. Box 2999, Hartford, CT 06104-2999, Attn: Individual
Annuity Operations.

ITT Hartford was incorporated in January 9, 1956 and commenced business July 1,
1965. It is a stock life insurance company engaged in the business of writing
both individual and group life insurance and annuities in all states including
the District of Columbia, except New York.

ITT Hartford is a wholly owned subsidiary of Hartford Life Insurance Company.
ITT Hartford is ultimately 100% owned by Hartford Fire Insurance Company, one of
the largest multiple lines insurance carriers in the United States.

ITT Hartford Life and Annuity Insurance Company has a A++ rating from A.M. Best
and Company, Inc. ITT Hartford has an AA+ rating from Standard & Poor's and
Duff and Phelps highest rating (AAA) on the basis of its claims paying ability.

These ratings do not apply to the performance of the Separate Account. However,
the contractual obligations under the Contracts are the general corporate
obligations of ITT Hartford. These ratings do apply to ITT Hartford's ability
to meet its insurance obligations under the contract.

THE SEPARATE ACCOUNT

GENERAL

Separate Account Five ("Separate Account") is a separate account of ITT Hartford
established on August 17, 1994 pursuant to the insurance laws of the State of
Connecticut and organized as a unit investment trust registered with the
Securities and Exchange Commission under the Investment Company Act of 1940.
The Separate Account meets the definition of "separate account" under federal

<PAGE>

securities law. Under Connecticut law, the assets of the Separate Account are
held exclusively for the benefit of Contract Owners and persons entitled to
payments under the Contracts. The assets for the Separate Account are not
chargeable with liabilities arising out of any other business which ITT Hartford
may conduct.

FUNDS

The underlying investment for the Contracts are shares of Putnam Capital Manager
Trust, an open-end diversified series investment company with multiple
portfolios ("Funds"). The assets of each Sub-Account of the Separate Account
are invested exclusively in one of the Funds. The underlying Funds
corresponding to each Sub-Account and their investment objectives are described
below. ITT Hartford reserves the right, subject to compliance with the law, to
offer additional funds with differing investment objectives. There is no
assurance that any of the Funds will achieve its stated objectives.

PCM ASIA PACIFIC GROWTH FUND

Seeks capital appreciation by investing primarily in securities of companies
located in Asia and in the Pacific Basin.

PCM DIVERSIFIED INCOME FUND

Seeks high current income consistent with capital preservation by investing in
the following three sections of the fixed income securities markets: U.S.
Government Sector, High Yield Sector, and International Sector.

PCM GLOBAL ASSET ALLOCATION FUND

Seeks a high level of long-term total return consistent with preservation of
capital by investing in U.S. equities, international equities, U.S. Fixed
Income, and International Fixed Income.

PCM GLOBAL GROWTH FUND

Seeks capital appreciation through a globally diversified common stock
portfolio.

PCM GROWTH AND INCOME FUND

Seeks capital growth and current income by investing primarily in common stocks
that offer potential for capital growth, current income, or both.

<PAGE>

PCM HIGH YIELD FUND

Seeks high current income (commonly referred to as junk bonds) by investing
primarily in high-yielding, lower-rated fixed income securities, constituting a
diversified portfolio which is believed not to involve undue risk to income or
principal. Capital growth is a secondary objective when consistent with the
objectives of seeking high current income. See the special considerations for
investments for high yield securities disclosed in the Fund prospectus.

PCM MONEY MARKET FUND

Seeks to achieve as high a level of current income as is consistent with
liquidity and preservation of capital by investing in money market securities.

PCM NEW OPPORTUNITIES FUND

Seeks long-term capital appreciation by investing principally in common stocks
of companies in sections of the economy which may possess above-average
long-term growth potential.

PCM U.S. GOVERNMENT AND HIGH QUALITY BOND FUND

Seeks current income consistent with preservation of capital through investment
in securities issued or guaranteed as to principal and interest by the U.S.
Government or by its agencies or instrumentalities and in other debt obligations
rated at least A by Standard & Poor's or Moody's or, if not rated, determined by
Putnam Management to be of comparable quality.

PCM VOYAGER FUND

Seeks capital appreciation primarily from a portfolio of common stocks which are
believed to have potential for capital appreciation which is significantly
greater than that of market averages.

PCM UTILITIES GROWTH AND INCOME FUND

Seeks capital growth and current income by concentrating its investments in
securities issued by companies in the public utilities industries.

<PAGE>

The PCM Asia Pacific Growth Fund, PCM Diversified Income Fund, PCM Growth and
Income Fund, PCM High Yield Fund, PCM Global Growth Fund, PCM Money Market
Fund, PCM New Opportunities Fund, PCM Utilities Growth and Income Fund, and
PCM Voyager Fund are generally managed in styles similar to other open-end
investment companies which are managed by Putnam Management and whose shares
are generally offered to the public. These other Putnam funds may, however,
employ different investment practices and may invest in securities different
from those in which their counterpart Funds invest, and consequently will not
have identical portfolios or experience identical investment results.

The Funds are available only to serve as the underlying investment for variable
annuity and variable life contracts. A full description of the Funds, their
investment objectives, policies and restrictions, risks, charges and expenses
and other aspects of their operation is contained in the accompanying Trust
Prospectus which should be read in conjunction with this Prospectus before
investing, and in the Trust Statement of Additional Information which may be
ordered without charge from Putnam Investor Services, Inc.

It is conceivable that in the future it may be disadvantageous for variable life
insurance separate accounts and variable annuity separate accounts to invest in
the Funds simultaneously. Although ITT Hartford and the Funds do not currently
foresee any such disadvantages either to variable annuity contract owners or to
variable life insurance Policyowners, the Trust's Board of Trustees would
monitor events in order to identify any material conflicts between such Contract
Owners and Policyowners and to determine what action, if any, should be taken
in response thereto. If the Board of Trustees of the Funds were to conclude
that separate funds should be established for variable life and variable annuity
separate accounts, the variable annuity Contract holders would not bear any
expenses attendant upon establishment of such separate funds.

INVESTMENT ADVISER

Putnam Investment Management, Inc. ("Putnam Management"), One Post Office
Square, Boston, Massachusetts, 02109, serves as the investment manager for the
Funds. Two affiliates, The Putnam Advisory Company, Inc. and Putnam Capital
Management, Inc., manage domestic and foreign institutional accounts and mutual
funds. Putnam management and its affiliates are wholly-owned subsidiaries of
Marsh & McLennan Companies, Inc., a publicly owned holding company whose

<PAGE>

principal businesses are international insurance brokerage and employee benefit
consulting.

Subject to the general oversight of the Trustees of the Trust, Putnam Management
manages the Funds' portfolios in accordance with their stated investment
objectives and policies, makes investment decisions for the Funds, places orders
to purchase and sell securities on behalf of the Funds, and administers the
affairs of the Funds. For its services, the Funds pay Putnam Management a
quarterly fee. See the accompanying Trust Prospectus for a more complete
description of Putnam Management and the respective fees of the Funds.

THE CONTRACT

APPLICATION FOR A CONTRACT

Individuals wishing to purchase a Contract must submit an application to ITT
Hartford. A Contract will be issued only on the lives of insureds age 90 and
under who supply evidence of insurability satisfactory to ITT Hartford.
Acceptance is subject to ITT Hartford's underwriting rules and ITT Hartford
reserves the right to reject an application for any reason. IF A CONTRACT IS
NOT ISSUED, THE PREMIUMS WILL BE RETURNED TO YOU WITHOUT INTEREST. No change in
the terms or conditions of a Contract will be made without the consent of the
Contract Owner.

The Contract will be effective on the Contract Date only after ITT Hartford has
received all outstanding delivery requirements and received the initial premium.
The Contract Date is the date used to determine all future cyclical transactions
on the Contract, e.g., Monthly Activity Date, Contract Months and Contract
Years. The Contract Date may be prior to, or the same as, the date the Contract
is issued ("Issue Date").

If the Coverage Amount is over then current limits established by ITT Hartford,
the initial payment will not be accepted with the application. In other cases
where we receive the initial payment with the application, we will provide fixed
conditional insurance during underwriting according to the terms of a
conditional receipt. The fixed conditional insurance will be the insurance
applied for, up to a maximum that varies by age. If no fixed conditional
insurance was in effect, on Contract delivery we will require a sufficient
payment to place the insurance in force.

<PAGE>

PREMIUMS

The Contract permits the Contract Owner to pay a large single premium and,
subject to restrictions, additional premiums. The Contract Owner may choose a
minimum initial premium of 80%, 90% or 100% of the Guideline Single Premium
(based on the Face Amount). Under current underwriting rules, which are subject
to change, Applicants between ages 45 and 80 who pay an initial premium of 100%
of the Guideline Single Premium (subject to then current premium limits) are
eligible for simplified underwriting without a medical examination if they meet
simplified underwriting standards as evidenced in their responses in the
application. For Contract Owners who pay an initial premium of 80% or 90% of
the Guideline Single Premium or who are below age 45 or above age 80, standard
underwriting applies, except that substandard underwriting applies only in those
cases that represent substandard risks according to customary underwriting
guidelines. Additional premiums are allowed if they do not cause the Contract
to fail to meet the definition of a life insurance contract under Section 7702
of the Code. ITT Hartford may require evidence of insurability for any
additional premiums which increase the Coverage Amount. Generally, the minimum
initial premium ITT Hartford will accept is $10,000. ITT Hartford may accept
less than $10,000 under certain circumstances. No premium will be accepted which
does not meet the tax qualification guidelines for life insurance under the
Code.

ALLOCATION OF PREMIUMS

Within three business days of receipt of a completed application and the initial
premium at ITT Hartford's Home Office, ITT Hartford will allocate the entire
premium to the PCM Money Market Fund. After the expiration of the Right To
Cancel Period the Account Value in PCM Money Market Fund will be allocated
among the Funds in whole percentages to purchase Accumulation Units in the
applicable Sub-Accounts as the Contract Owner directs in the application.
Premiums received on or after the expiration of the Right to Cancel Period will
be allocated among the Sub-Accounts to purchase Accumulation Units in such Sub-
Accounts as directed by the Contract Owner or, in the absence of directions, as
specified in the original application. The number of Accumulation Units in each
Sub-Account to be credited to a Contract (including the initial allocation to
the PCM Money Market Fund) will be determined first by multiplying the premium
by the percentage to be allocated to each Fund to determine the portion to be

<PAGE>

invested in the Sub-Account. Each portion to be invested in each Sub-Account
is then divided by the then Accumulation Unit Value of that particular Sub-
Account next computed after receipt of the payment.

ACCUMULATION UNIT VALUES

The Accumulation Unit Value for each Sub-Account will vary to reflect the
investment experience of the applicable Fund and will be determined on each
Valuation Day by multiplying the Accumulation Unit Value of the particular Sub-
Account on the preceding Valuation Day by a "Net Investment Factor" for that
Sub-Account for the Valuation Period then ended. The Net Investment Factor for
each Sub-Account is the net asset value per share of the corresponding Fund at
the end of the Valuation Period (plus the per share dividends or capital gains
by that Fund if the ex-dividend date occurs in the Valuation Period then ended)
divided by the net asset value per share of the corresponding Fund at the
beginning of the Valuation Period. Applicants should refer to the prospectuses
for the Funds which accompany this prospectus for a description of how the
assets of each Fund are valued since such determination has a direct bearing on
the Accumulation Unit Value of the Sub-Account and therefore the Account Value
of a Contract. See ALSO, "Contract Benefits and Rights - Account Value," page
____.

All valuations in connection with a Contract, e.g., with respect to determining
Account Value and Cash Surrender Value and in connection with Contract Loans, or
calculation of Death Benefits, or with respect to determining the number of
Accumulation Units to be credited to a Contract with each premium, other than
the initial premium, will be made on the date the request or payment is received
by ITT Hartford at its Home Office if such date is a Valuation Day; otherwise
such determination will be made on the next succeeding date which is a Valuation
Day.

DEDUCTIONS AND CHARGES

MONTHLY DEDUCTIONS

On the Contract Date, and on each Monthly Activity Date after the Contract Date,
ITT Hartford will deduct an amount ("Deduction Amount") to cover charges and
expenses incurred in connection with a Contract. Each monthly Deduction Amount
will be deducted pro rata from each Sub-Account attributable to the Contract

<PAGE>

such that the proportion of Account Value of the Contract attributable to each
Sub-Account remains the same before and after the deduction. The Deduction
Amount will vary from month to month. If the Cash Surrender Value is not
sufficient to cover a Deduction Amount due on any Monthly Activity Date, the
Contract may lapse. See "Contract Benefits and Rights - Lapse and
Reinstatement," page ____. The following is a summary of the monthly deductions
and charges which constitute the Deduction Amount:

COST OF INSURANCE CHARGE: The cost of insurance charge covers ITT Hartford's
anticipated mortality costs for standard and substandard risks. Current cost of
insurance rates are lower after the 10th Contract Year and are based on whether
100%, 90% or 80% of the Guideline Single Premium has been paid. The current
cost of insurance charge will not exceed the guaranteed cost of insurance
charge. This charge is a guaranteed maximum monthly rate multiplied by the
Coverage Amount on the Contract Date or any Monthly Activity Date. For standard
risks, the guaranteed cost of insurance rate is based on the 1980 Commissioners
Standard Ordinary Mortality Table, age last birthday). (Unisex rates may be
required in some states.) A table of guaranteed cost of insurance rates per
$1,000 will be included in each Contract; however, ITT Hartford reserves the
right to use rates less than those shown in the table. Substandard risks will
be charged at a higher cost of insurance rate that will not exceed rates based
on a multiple of the 1980 Commissioners Standard Ordinary Mortality Table, age
last birthday. The multiple will be based on the insured's substandard rating.

The Coverage Amount is first set on the Contract Date and then on each Monthly
Activity Date. On such days, it is the Face Amount less the Account Value
subject to a Minimum Coverage Amount. The Coverage Amount remains level between
the Monthly Activity Dates.

The Coverage Amount may be adjusted to continue to qualify the Contracts as life
insurance contracts under the current Federal tax law. Under that law, the
Minimum Coverage Amount is a stated percentage of the Account Value of the
Contract determined on each Monthly Activity Date. The percentages vary
according to the attained age of the Insured.

EXAMPLE:

Face Amount = $100,000
Account Value on the Monthly Activity Date = $30,000
Insured's attained age = 40
Minimum Coverage Amount percentage for age 40 = 150%

<PAGE>

On the Monthly Activity Date, the Coverage Amount is $70,000. This is
calculated by subtracting the Account Value on the Monthly Activity Date
($30,000) from the Face Amount ($100,000), subject to a possible Minimum
Coverage Amount adjustment. This Minimum Coverage Amount is determined by
taking a percentage of the Account Value on the Monthly Activity Date. In this
case, the Minimum Coverage Amount is $45,000 (150% of $30,000). Since $45,000
is less than the Face Amount less the Account Value ($70,000), no adjustment is
necessary. Therefore, the Coverage Amount will be $70,000.

Assume that the Account Value in the above example was $50,000. The Minimum
Coverage Amount would be $75,000 (150% of $50,000). Since this is greater than
the Face Amount less the Account Value ($50,000), the Coverage Amount for the
Contract Month is $75,000. (For an explanation of the Death Benefit, see
"Contract Benefits and Rights" on page _____.)

Because the Account Value and, as a result, the Coverage Amount under a Contract
may vary from month to month, the cost of insurance charge may also vary on each
Monthly Activity Date.

TAX EXPENSE CHARGE: ITT Hartford will deduct monthly from the Account Value a
tax expense charge equal to an annual rate of 0.40% for the first ten Contract
Years. This charge compensates ITT Hartford for premium taxes imposed by
various states and local jurisdictions and for federal taxes imposed under
Section 848 of the Code. The charge includes a premium tax deduction of 0.25%
and a federal tax deduction of 0.15%. The 0.25% premium tax deduction over ten
Contract Years approximates ITT Hartford's average expenses for state and local
premium taxes (2.5%). Premium taxes vary, ranging from zero to more than 4.0%.
The premium tax deduction is made whether or not any premium tax applies. The
deduction may be higher or lower than the premium tax imposed. However, ITT
Hartford does not expect to make a profit from this deduction. The 0.15%
federal tax deduction helps reimburse ITT Hartford for approximate expenses
incurred from federal taxes under Section 848 of the Code. The federal tax
deduction is a factor ITT Hartford must use when computing the maximum sales
load chargeable under SEC rules.

ADMINISTRATIVE CHARGE: ITT Hartford will deduct monthly from the Account Value
attributable to the Separate Account an administrative charge equal to an annual

<PAGE>

rate of 0.40%. This charge compensates ITT Hartford for administrative
expenses incurred in the administration of Separate Account and the Contracts.

MORTALITY AND EXPENSE RISK CHARGE: ITT Hartford will deduct monthly from the
Account Value attributable to the Separate Account a charge equal to an annual
rate of 0.90% for the mortality risks and expense risks ITT Hartford assumes in
relation to the variable portion of the Contracts. The mortality risk assumed
is that the cost of insurance charges specified in the Contract will be
insufficient to meet claims. ITT Hartford also assumes a risk that the Face
Amount (the minimum Death Benefit) will exceed the Coverage Amount on the date
of death plus the Account Value on the date ITT Hartford receives written notice
of death. The expense risk assumed is that expenses incurred in issuing and
administering the Contracts will exceed the administrative charges set in the
Contract. ITT Hartford may profit from the mortality and expense risk charge
and may use any profits for any proper purpose, including any difference between
the cost it incurs in distributing the Contracts and the proceeds of the
contingent deferred sales charge.

ANNUAL MAINTENANCE FEE: If the Account Value on a Contract Anniversary is less
than $50,000, ITT Hartford will deduct on such date an annual maintenance fee of
$30. This fee will help reimburse ITT Hartford for administrative and
maintenance costs of the Contracts. The sum of the monthly administrative
charges and the annual maintenance fee will not exceed the cost ITT Hartford
incurs in providing administrative services under the Contracts.

TAXES CHARGED AGAINST THE SEPARATE ACCOUNT

Currently, no charge is made to the Separate Account for Federal income taxes
that may be attributable to the Separate Account. ITT Hartford may, however,
make such a charge in the future. Charges for other taxes, if any, attributable
to the Separate Account may also be made.

CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund shares reflects investment advisory fees and
administrative expenses already deducted from the assets of the Funds. These
charges are described in the prospectus for the Funds.

<PAGE>

CONTINGENT DEFERRED SALES CHARGE

In determining the contingent deferred sales charge and the additional premium
tax charge discussed below, any surrender or partial withdrawal during the first
ten Contract Years will be deemed first from premiums paid and then from
earnings. If an amount equal to all premiums paid has been withdrawal, no
charge will be assessed on withdrawal of the remaining Account Value.

The contingent deferred sales charge is imposed to cover a portion of the sales
expense incurred by ITT Hartford in distributing the Contracts. This expense
includes agents commissions, advertising and the printing of prospectuses.

See "Contract Benefits and Rights - Amount Payable on Surrender of the
Contract," page ____.

PREMIUM TAX CHARGE

During the first nine Contract Years, an additional premium tax charge will be
imposed on surrender or partial withdrawals. The additional premium tax charge
is shown below, as a percent of Account Value, at the end of each Contract Year:

<PAGE>

CONTRACT
YEAR RATE
- -------- ----
<S> <C>
1 2.50%
2 2.25%
3 2.00%
4 1.75%
5 1.50%
6 1.25%
7 1.00%
8 0.75%
9 0.50%
10+ 0.00%

</TABLE>

After the ninth Contract Year, no additional premium tax charge will be imposed.

CONTRACT BENEFITS AND RIGHTS

DEATH BENEFIT

The Contracts provide for the payment of the Death Proceeds to the named
beneficiary when the Insured under the Contract dies. The Death Proceeds
payable to the Beneficiary equal the Death Benefit less any loans outstanding.
The Death Benefit equals the greater of (1) the Face Amount or (2) the Account
Value multiplied by a specified percentage. The percentages vary according to
the attained age of the Insured and are specified in the Contract. Therefore,
an increase in Account Value may increase the Death Benefit. However, because
the Death Benefit will never be less than the Face Amount, a decrease in Account
Value may decrease the Death Benefit but never below the Face Amount.

EXAMPLES:

A B
-------- --------
<S> <C> <C>
Face Amount: $100,000 $100,000
Insured's Age: 40 40
Account Value on Date of Death: 46,500 34,000
Specified Percentage 250% 250%

</TABLE>

27
<PAGE>

In Example A, the Death Benefit equals $116,250, i.e., the greater of
$100,000 (the Face Amount) or $116,250 (the Account Value at the Date
of Death of $46,500, multiplied by the specified percentage of 250%).
This amount less any outstanding loans constitutes the Death Proceeds
which we would pay to the Beneficiary.

In Example B, the Death Benefit is $100,000, i.e., the greater of
$100,000 (the Face Amount) or $85,000 (the Account Value of $34,000
multiplied by the specified percentage of 250%).

All or part of the Death Proceeds may be paid in cash or applied under a
"Payment Option." See "Other Matters - Payment Options," page ____.

ACCOUNT VALUE

The Account Value of a Contract will be computed on each Valuation Day. The
Account Value will vary to reflect the investment experience of the Funds, the
value of the Loan Account and the monthly Deduction Amounts. There is no
minimum guaranteed Account Value.

The Account Value of a particular Contract is related to the net asset value of
the Funds to which premiums on the Contract have been allocated. The Account
Value on any Valuation Day is calculated by multiplying the number of
Accumulation Units credited to the Contract in each Sub-Account as of the
Valuation Day by the then Accumulation Unit Value of that Sub-Account and then
summing the result for all the Sub-Accounts credited to the Contract and the
value of the Loan Account. See "The Contract - Accumulation Unit Values," page
_____.

TRANSFER OF ACCOUNT VALUE

While the Contract remains in effect and subject to ITT Hartford's transfer
rules then in effect, the Contract Owner may request that part or all of the
Account Value of a particular Sub-Account be transferred to other Sub-Accounts.
ITT Hartford reserves the right to restrict the number of such transfers to no
more than 12 per Contract Year with no two transfers being made on consecutive
Valuation Days. However, there are no restrictions on the number of transfers
at the present time. Transfers may be made by written request or by calling
toll free 1-800-231-5433. Transfers by telephone may be made by the agent of
record or by the attorney-in-fact pursuant to a power of attorney. Telephone

<PAGE>

transfers may not be permitted in some states. The policy of ITT Hartford and
its agents and affiliates is that they will not be responsible for losses
resulting from acting upon telephone requests reasonably believed to be genuine.
ITT Hartford will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine; otherwise, ITT Hartford may be liable for
any losses due to unauthorized or fraudulent instructions. The procedures ITT
Hartford follows for transactions initiated by telephone include requirements
that callers on behalf of a Contract Owner identify themselves and the Contract
Owner by name and social security number or other identifying information. All
transfer instructions by telephone are tape recorded.

ITT Hartford may modify the right to reallocate Account Value among the Sub-
Accounts if ITT Hartford determines, in its sole discretion, 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 Sub-Accounts and could include, but not
be limited to, the requirement of a minimum period between each transfer, not
accepting transfer requests of an agent acting under the power of attorney on
behalf of more than one Contract Owner, or limiting the dollar amount that may
be transferred among the Sub-Accounts at one time. These restrictions may be
applied in any manner reasonably designed to prevent any use of the transfer
right that ITT Hartford considered to be disadvantageous to other Contract
Owners.

As a result of a transfer, the number of Accumulation Units credited to the Sub-
Account from which the transfer is made will be reduced by the number obtained
by dividing the amount transferred by the Accumulation Unit Value of that Sub-
Account on the Valuation Date ITT Hartford receives the transfer request. The
number of Accumulation Units credited to the Sub-Account to which the transfer
is made will be increased by the number obtained by dividing the amount
transferred by the Accumulation Unit Value of that Sub-Account on the Valuation
Date ITT Hartford receives the transfer request.

CONTRACT LOANS

While the Contract is in effect, a Contract Owner may obtain, without the
consent of the Beneficiary (provided the designation of beneficiary is not
irrevocable), one or both of two types of cash loans from ITT Hartford. Both
types of loans are secured by the Contract. The aggregate loans (including

<PAGE>

the currently applied for loan) may not exceed at the time a loan is requested
90% of the Account Value less any contingent deferred sales charge and due and
unpaid Deduction Amount.

The loan amount will be transferred pro rata from each Sub-Account attributable
to the Contract (unless the Contract Owner specifies otherwise) to the Loan
Account. The amounts allocated to the Loan Account will bear interest at a rate
of 4% per annum (6% for "Preferred Loans"). The amount of the Loan Account that
equals the difference between the Account Value and the total of all premiums
paid under the Contract is considered a "Preferred Loan." The loan interest
rate that ITT Hartford will charge on all loans is 6% per annum. The difference
between the value of the Loan Account and the Indebtedness will be transferred
on a pro rata basis from the Sub-Accounts to the Loan Account on each Monthly
Activity Date.

If the aggregate outstanding loan(s) secured by the Contract exceeds the Account
Value of the Contract less any contingent deferred sales charges and due and
unpaid Deduction Amount, ITT Hartford will give written notice to the Contract
Owner that unless ITT Hartford receives an additional payment within 61 days to
reduce the aggregate outstanding loan(s) secured by the Contract, the Contract
may lapse.

All or any part of any loan secured by a Contract may be repaid while the
Contract is still in effect. When loan repayments or interest payments are
made, the repayment will be allocated among the Sub-Account(s) from which, and
in the same percentages as, the loan was originally deducted (unless the
Contract Owner requests a different allocation) and an amount equal to the
payment will be deducted from the Loan Account. Any outstanding loan at the end
of a Grace Period must be repaid before the Contract will be reinstated. See
"Contract Benefits and Rights - Lapse and Reinstatement," page _____.

A loan, whether or not repaid, will have a permanent effect on the Account Value
because the investment results of each Sub-Account will apply only to the amount
remaining in such Sub-Accounts. The longer a loan is outstanding, the greater
the effect is likely to be. The effect could be favorable or unfavorable. If
the Sub-Accounts earn more than 4% per annum, the annual interest rate for
amounts held in the Loan Account, a Contract Owner's Account Value will not
increase as rapidly as it would have had no loan been made. If the Sub-Accounts
earn less than 4% per annum, the Contract Owner's Account Value will be greater

<PAGE>

than it would have been had no loan been made. Also, if not repaid, the
aggregate outstanding loan(s) will reduce the Death Proceeds and Cash Surrender
Value otherwise payable.

AMOUNT PAYABLE ON SURRENDER OF THE CONTRACT

While the Contract is in effect, a Contract Owner may elect, without the consent
of the Beneficiary (provided the designation of beneficiary is not irrevocable),
to fully surrender the Contract. Upon surrender, the Contract Owner will
receive the Cash Surrender Value determined as of the day ITT Hartford receives
the Contract Owner's written request or the date requested by the Contract Owner
whichever is later. The Cash Surrender Value equals the Account Value less any
contingent deferred sales charges and additional premium tax charge and all
Indebtedness. ITT Hartford will pay the Cash Surrender Value of the Contract
within seven days of receipt by ITT Hartford of the written request or on the
effective surrender date requested by the Contract Owner, whichever is later.
The Contract will terminate on the date of receipt of the written request, or
the date the Contract Owner requests the surrender to be effective, whichever is
later. For a discussion of the tax consequences of surrendering the Contract,
see "Federal Tax Considerations," page ____.

If the Contract Owner chooses to apply the surrender proceeds to a payment
option (see "Other Matters - Payment Options," page ____), the contingent
deferred sales charge will not be imposed to the surrender proceeds applied to
the option. In other words, the surrender proceeds will equal the Cash
Surrender Value without reduction for the contingent deferred sales charge.
However, the additional premium tax charge, if applicable, will be deducted from
the surrender proceeds to be applied, and amounts withdrawn from Options 1, 5 or
6 will be subject to the contingent deferred sales charge, if applicable.

PARTIAL WITHDRAWALS

While the Contract is in effect, a Contract Owner may elect, by written request,
to make partial withdrawals from the Cash Surrender Value. The Cash Surrender
Value, after partial withdrawal, must at least equal ITT Hartford's minimum
amount rules then in effect; otherwise, the request will be treated as a request
for full surrender. The partial withdrawal will be deducted pro rata from each
Sub-Account, unless the Contract Owner instructs otherwise. The Face Amount
will be reduced proportional to the reduction in the Account Value due to the
partial withdrawal.

<PAGE>

Partial withdrawals will be deemed to be first from earnings, if any, and then
from premiums paid. Partial withdrawals in excess of the Annual Withdrawal
Amount will be subject to the contingent deferred sales charge and any
additional premium tax charges. See "Deductions and Charges - Contingent
Deferred Sales Charge, Premium Tax Charge." For a discussion of the tax
consequences of partial withdrawals, see "Federal Tax Considerations," page
____.

BENEFITS AT MATURITY

If the Insured is living on the "Maturity Date" (the anniversary of the Contract
Date on which the Insured is age 100), on surrender of the Contract to ITT
Hartford, ITT Hartford will pay to the Contract Owner the Cash Surrender Value.
In such case, the Contract will terminate and ITT Hartford will have no further
obligations under the Contract. (The Maturity Date may be extended by rider
where approved, but see "Income Taxation of Contract Benefits.")

LAPSE AND REINSTATEMENT

The Contract will remain in effect until the Cash Surrender Value is
insufficient to cover a Deduction Amount due on a Monthly Activity Date. ITT
Hartford will give written notice to the Contract Owner that if an amount shown
in the notice (which will be sufficient to cover the Deduction Amount(s) due) is
not paid within 61 days ("Grace Period"), there is a danger of lapse.

The Contract will continue through the Grace Period, but if no payment is
forthcoming, it will terminate at the end of the Grace Period. If the person
insured under the Contract dies during the Grace Period, the Death Proceeds
payable under the Contract will be reduced by the Deduction Amount(s) due and
unpaid. See "Contract Benefits and Rights - Death Benefit," page _____.

If the Contract lapses, the Contract Owner may apply for reinstatement of the
Contract by payment of the reinstatement premium (and any applicable charges)
shown in the Contract. A request for reinstatement may be made within five
years of lapse. If a loan was outstanding at the time of lapse, ITT Hartford
will require repayment of the loan before permitting reinstatement. In
addition, ITT Hartford reserves the right to require evidence of insurability
satisfactory to ITT Hartford.

32
<PAGE>

CANCELLATION AND EXCHANGE RIGHTS

An Applicant has a limited right to return a Contract for cancellation. If the
Contract is returned, by mail or personal delivery to ITT Hartford or to the
agent who sold the Contract, to be cancelled within 10 days after delivery of
the Contract to the Contract Owner (a longer free-look period is provided in
certain cases), ITT Hartford will return to the Applicant within 7 days the
greater of premiums paid for the Contract or the sum of (1) the Account Value on
the date the returned Contract is received by ITT Hartford or its agent and (2)
any deductions under Contract or by the Funds for taxes, charges or fees.

Once the Contract is in effect, it may be exchanged during the first 24 months
after its issuance, for a non-variable flexible premium adjustable life
insurance contract offered by ITT Hartford (or an affiliated company) on the
life of the Insured. No evidence of insurability will be required. The new
contract will have, at the election of the Contract Owner, either the same
Coverage Amount under the exchanged contract on the date of exchange or the same
Death Benefit. The effective date, issue date and issue age will be the same as
existed under the exchanged contract. If a contract loan was outstanding, the
entire loan must be repaid. There may be a cash adjustment required on the
exchange.

SUSPENSION OF VALUATION, PAYMENTS AND TRANSFERS

ITT Hartford will suspend all procedures requiring valuation (including
transfers, surrenders and loans) on any day a national stock exchange is closed
or trading is restricted due to an existing emergency as defined by the
Securities and Exchange Commission, or on any day the Commission has ordered
that the right of surrender of the Contracts be suspended for the protection of
Contract Owners, until such condition has ended.

LAST SURVIVOR CONTRACTS

The Contracts are offered on a single life and "last survivor" basis. Contracts
sold on a last survivor basis operate in a manner almost identical to the single
life version. The most important difference is that the last survivor version
involves two Insureds and the Death Proceeds are paid on the death of the last
surviving Insured. The other significant differences between the last survivor
and single life versions are listed below:

<PAGE>

1. The cost of insurance charges under the last survivor Contracts are
determined in a manner that reflects the anticipated mortality of the
two Insureds and the fact that the Death Benefit is not payable until
the death of the second Insured to die. See the last survivor
illustrations in "Appendix A," page ____.

2. To qualify for simplified underwriting under a last survivor Contract,
both Insureds must meet the simplified underwriting standards.

3. For a last survivor Contract to be reinstated, both Insureds must be
alive on the date of reinstatement.

4. The Contract provisions regarding misstatement of age or sex, suicide
and incontestability apply to either Insured.

5. Additional tax disclosures applicable to last survivor Contracts are
provided in "Federal Tax Considerations," page ____."

OTHER MATTERS
-------------

VOTING RIGHTS

In accordance with its view of presently applicable law, ITT Hartford will vote
the shares of the Funds at regular and special meetings of the shareholders of
the Funds in accordance with instructions from Contract Owners (or the assignee
of the Contract, as the case may be) having a voting interest in the Separate
Account. The number of shares held in the Separate Account which are
attributable to each Contract Owner is determined by dividing the Contract
Owner's interest in each Sub-Account by the net asset value of the applicable
shares of the Funds. ITT Hartford will vote shares for which no instructions
have been given and shares which are not attributable to Contract Owners (i.e.
shares owned by ITT Hartford) in the same proportion as it votes shares for
which it has received instructions. If the Investment Company Act of 1940 or
any rule promulgated thereunder should be amended, however, or if ITT Hartford's
present interpretation should change and, as a result, ITT Hartford determines
it is permitted to vote the shares of the Funds in its own right, it may elect
to do so.

<PAGE>

The voting interests of the Contract Owner (or the assignee) in the Funds will
be determined as follows: Contract Owners may cast one vote for each full or
fractional Accumulation Unit owned under the Contract and allocated to a Sub-
Account the assets of which are invested in the particular Fund on the record
date for the shareholder meeting for that Fund. If, however, a Contract Owner
has taken a loan secured by the Contract, amounts transferred from the Sub-
Account(s) to the Loan Account in connection with the loan (See "Contract
Benefits and Rights - Contract Loans," page _____) will not be considered in
determining the voting interests of the Contract Owner. Contract Owners should
review the prospectuses for the Funds which accompany this prospectus to
determine matters on which shareholders may vote.

ITT Hartford may, when required by state insurance regulatory authorities,
disregard voting instructions if the instructions require that the shares be
voted so as to cause a change in the sub-classification or investment objective
of one or more of the Funds or to approve or disapprove an investment advisory
contract for the Funds.

In addition, ITT Hartford itself may disregard voting instructions in favor of
changes initiated by a Contract Owner in the investment policy or the investment
adviser of the Funds if ITT Hartford reasonably disapproves of such changes. A
change would be disapproved only if the proposed change is contrary to state law
or prohibited by state regulatory authorities. If ITT Hartford does disregard
voting instructions, a summary of that action and the reasons for such action
will be included in the next periodic report to Contract Owners.

STATEMENTS TO CONTRACT OWNERS

ITT Hartford will maintain all records relating to the Separate Account and the
Sub-Accounts. At least once each Contract Year, ITT Hartford will send to
Contract Owners a statement showing the Coverage Amount and the Account Value of
the Contract (indicating the number of Accumulation Units credited to the
Contract in each Sub-Account and the corresponding Accumulation Unit Value), and
any outstanding loan secured by the Contract as of the date of the statement.
The statement will also show premium paid, and Deduction Amounts under the
Contract since the last statement, and any other information required by any
applicable law or regulation.

<PAGE>

LIMIT ON RIGHT TO CONTEST

ITT Hartford may not contest the validity of the Contract after it has been in
effect during the Insured's lifetime for two years from the Issue Date. If the
Contract is reinstated, the two-year period is measured from the date of
reinstatement. Any increase in the Coverage Amount as a result of a premium is
contestable for 2 years from its effective date. In addition, if the Insured
commits suicide in the two-year period, or such period as specified in state
law, the benefit payable will be limited to the Account Value less any
Indebtedness.

MISSTATEMENT AS TO AGE AND SEX

If the age or sex of the Insured is incorrectly stated, the Death Benefit will
be appropriately adjusted as specified in the Contract.

PAYMENT OPTIONS

The surrender proceeds or Death Proceeds under the Contracts may be paid in a
lump sum or may be applied to one of ITT Hartford's payment options. The
minimum amount that may be placed under a payment option is $5,000 unless ITT
Hartford consents to a lesser amount. Under Options 2, 3 and 4, no surrender or
partial withdrawals are permitted after payments commence. Full surrender or
partial withdrawals may be made from Options 1 or 6, but they are subject to the
contingent deferred sales charge, if applicable. Only a full surrender is
allowed from Option 5. A surrender from Option 5 will also be subject to the
contingent deferred sales charge, if applicable.

We will pay interest of at least 3 1/2% per year on the Death Proceeds from the
date of the Insured's death to the date payment is made or a payment option is
elected. At such times, the proceeds are not subject to the investment
experience of the Separate Account.

The following options are available under the Contracts (ITT Hartford may offer
other payment options):

OPTION 1: INTEREST INCOME

This option offers payments of interest, at the rate we declare, on the amount
applied under this option. The interest rate will never be less than 3 1/2% per
year.

<PAGE>

OPTION 2: LIFE ANNUITY

A life annuity is an annuity payable during the lifetime of the payee and
terminating with the last payment preceding the death of the payee. This option
offers the largest payment amount of any of the life annuity options since there
is no guarantee of a minimum number of payments nor a provision for a death
benefit payable to a Beneficiary.

It would be possible under this option for a payee to receive only one annuity
payment if he died prior to the due date of the second annuity payment, two if
he died before the date of the third annuity payment, etc.

OPTION 3: LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN

This annuity option is an annuity payable monthly during the lifetime of the
payee with the provision that payments will be made for a minimum of 120, 180 or
240 months, as elected. If, at the death of the payee, payments have been made
for less than the minimum elected number of months, then the present value as of
the date of the payee's death, of any remaining guaranteed payments will be paid
in one sum to the Beneficiary or Beneficiaries designated unless other
provisions have been made and approved by ITT Hartford.

OPTION 4: JOINT AND LAST SURVIVOR ANNUITY

An annuity payable monthly during the joint lifetime of the payee and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior to the death of the survivor.
Based on the options currently offered by ITT Hartford, the payee may elect that
the payment to the survivor be less than the payment made during the joint
lifetime of the payee and a designated second person.

It would be possible under this option for a payee and designated second person
to receive only one payment in the event of the common or simultaneous death of
the parties prior to the due date for the second payment and so on.

<PAGE>

OPTION 5: PAYMENTS FOR A DESIGNATED PERIOD

An amount payable monthly for the number of years selected which may be from 5
to 30 years. Under this option, you may, at any time, request a full surrender
and receive, within seven days, the termination value of the Contract as
determined by ITT Hartford.

In the event of the payee's death prior to the end of the designated period, the
present value as of the date of the payee's death, of any remaining guaranteed
payments will be paid in one sum to the Beneficiary or Beneficiaries designated
unless other provisions have been made and approved by ITT Hartford.

Option 5 is an option that does not involve life contingencies.

OPTION 6: DEATH PROCEEDS REMAINING WITH ITT HARTFORD

Proceeds from the Death Benefit left with ITT Hartford. These proceeds will
remain in the Sub-Accounts 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.

VARIABLE AND FIXED ANNUITY PAYMENTS: When an annuity is effected, unless
otherwise specified, the surrender proceeds or Death Proceeds held in the
Sub-Accounts will be applied to provide a variable annuity based on the pro rata
amount in the various Sub-Accounts. Fixed annuities options are also available.
YOU SHOULD CONSIDER THE QUESTION OF ALLOCATION OF PROCEEDS AMONG SUB-ACCOUNTS OF
THE SEPARATE ACCOUNT TO MAKE CERTAIN THAT ANNUITY PAYMENTS ARE BASED ON THE
INVESTMENT ALTERNATIVE BEST SUITED TO YOUR NEEDS FOR RETIREMENT.

VARIABLE ANNUITY: The Contract contains tables indicating the minimum
dollar amount of the first monthly payment under the optional variable forms of
annuity for each $1,000 of value of a Sub-Account. The first monthly payment
varies according to the form and type of variable payment annuity selected. The
Contract contains variable payment annuity tables derived from the 1983a
Individual Annuity Mortality Table with ages set back one year and with an
assumed investment rate ("A.I.R.") of 5% per annum. The total first monthly
variable annuity payment is determined by multiplying the proceeds value
(expressed in thousands of dollars) of a Sub-Account by the amount of the first
monthly payment per $1,000 of value obtained from the tables in the Contracts.

The amount of the first monthly variable annuity payment is divided by

<PAGE>

the value of an annuity unit (an accounting unit of measure used to calculate
the value of annuity payments) for the appropriate Sub-Account no earlier than
the close of business on the fifth Valuation Day preceding the day on which the
payment is due in order to determine the number of annuity units represented by
the first payment. This number of annuity units remains fixed during the
annuity payment period, and in each subsequent month the dollar amount of the
variable annuity payment is determined by multiplying this fixed number of
annuity units by the then current annuity unit value.

LEVEL VARIABLE ANNUITY PAYMENTS WOULD BE PRODUCED IF THE INVESTMENT RATE
REMAINED CONSTANT AND EQUAL TO THE A.I.R. IN FACT, PAYMENTS WILL VARY UP OR
DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R.

FIXED ANNUITY: Fixed annuity payments are determined by multiplying the amount
applied to the annuity by a rate to be determined by ITT Hartford which is no
less than the rate specified in the fixed payment annuity tables in the
Contract. The annuity payment will remain level for the duration of the
annuity.

ITT Hartford will make any other arrangements for income payments as may be
agreed on.

BENEFICIARY

The applicant names the Beneficiary in the application for the Contract. The
Contract Owner may change the Beneficiary (unless irrevocably named) during the
Insured's lifetime by written request to ITT Hartford. If no Beneficiary is
living when the Insured dies, the Death Proceeds will be paid to the Contract
Owner if living; otherwise to the Contract Owner's estate.

ASSIGNMENT

The Contract may be assigned as collateral for a loan or other obligation. ITT
Hartford is not responsible for any payment made or action taken before receipt
of written notice of such assignment. Proof of interest must be filed with any
claim under a collateral assignment.

DIVIDENDS

No dividends will be paid under the Contracts.

<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS
--------------------------------

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH ITT HL&A, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ---------------------- --------------------

Andrew, Joan M. Vice President, 1992 Vice President and
37 Director, NSC
Operations,IHLA
(1992-Present)

Boldischar,Jr., Paul J. Senior Vice President, Senior Vice President,
53 1988 IHLA (1976-Present)

Condon, Jr., Francis I. Vice President, 1993 Vice President,Director
48 of Sales, IHLA (1993-
Present); Anderson
Insurance Agency, Inc.,
President (1993)

Cummins, Peter W. Vice President, 1993 Vice President,
57 Individual Annuity
Operations, Hartford Life
Insurance Company, (1989-
Present)

deRaismes, Ann W. Vice President, 1994 Vice President, (1994);
43 Assistant Vice President,
(1992-1994); Director of
Human Resources, (1991-
Present); Assistant
Director of Human
Resources, (1987-1991),
Hartford Life Insurance
Company

Dooley, James R. Vice President, 1977 Vice President,
58 Director
Information Services,
ILHA (1973-Present)

Gareau, Joseph H. Executive Vice President Executive Vice President
47 and Chief Investment and Chief Investment
Officer, 1993 Officer, IHLA
(1993-Present)

<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS (Continued)
--------------------------------

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH ITT HL&A, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ---------------------- --------------------

Gillette, Donald J. Vice President, 1993 Vice President, Director
49 of Marketing, IHLA
(1991-Present); MSI
Insurance (1986-1991).

Grady, Lois W. Vice President, 1993 Vice President, Hartford
49 Insurance Company
(1993-Present); Assistant
Vice President
(1988-1993).

Hall, David A. Senior Vice President Senior Vice President
40 and Actuary, 1993 and Actuary of Hartford
Insurance Company
(1993-Present).

Kanarek, Joseph Vice President, 1994 Vice President, (1991-
46 Present); Director (1992-
Present), Hartford Life
Insurance Company.

Kohlhof, LaVern L. Vice President and Vice President and
64 Secretary, 1980 Secretary, IHLA
(1976-Present).

Marra, Thomas M. Senior Vice President Senior Vice President,
36 and Actuary, 1994 1994; Vice President
(1989-1994); Director of
Individual Annuities,
1991;Assistant Vice
President (1989) Hartford
Life Insurance Companies.

Masica, James G. Vice President and Vice President and
51 Chief Actuary, 1983 Chief Actuary, IHLA
(1983-Present).

Matthiesen, Steven L. Vice President, 1984 Vice President, Director
49 of New Business
(1984-Present); Vice
President, ITT Life
Insurance Corp.

<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS (Continued)
--------------------------------

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH ITT HL&A, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ---------------------- --------------------

(1981 - 1984).

Schrandt, David T. Vice President, Vice President,
47 Treasurer and Treasurer and Controller,
Controller, 1987 IHLA (1987-Present).

Smith, Lowndes A. President and Chief President and Chief
54 Executive Officer, Executive Officer, IHLA,
1993 (1993-Present); President
and Chief Operating
Officer, Hartford Life
Insurance Company
(1989-Present);Senior
Vice President and Group
Controller of Hartford
Insurance Group; Vice
President and Group
Controller of Hartford
Insurance Group
(1980-1987).

Zlatkus, Lizabeth H. Vice President, 1994 Vice President, Director
35 Business Operations,
1994; Assistant Vice
President, Director
Executive Operations
(1992-1994); Executive
Staff Assistant to
President (1990-1992).

Znamierowski, Donald J. Vice President, 1993 Vice President, Director
59 of Strategic Operations,
1994; Vice President and
Comptroller (1986-1994);
Assistant Vice President
and Comptroller, Hartford
Life Insurance Company
(1976-1986).

<PAGE>

DISTRIBUTION OF THE CONTRACTS

ITT Hartford intends to sell the Contracts in all jurisdictions where it is
licensed to do business. The Contracts will be sold by life insurance sales
representatives who represent ITT Hartford and who are registered
representatives of Hartford Equity Sales Company, Inc. ("HESCO") or certain
other registered broker-dealers. Any sales representative or employee will have
been qualified to sell variable life insurance contracts under applicable
Federal and state laws. Each broker-dealer is registered with the Securities
and Exchange Commission under the Securities Exchange Act of 1934 and all are
members of the National Association of Securities Dealers, Inc.

HESCO currently serves as Principal Underwriter for the securities issued with
respect to the Separate Account. Hartford Securities Distribution Company, Inc.
("HSD") will replace HESCO as principal underwriter upon approval by the
Commission, the National Association of Securities Dealers, Inc. ("NASD") and
applicable state regulatory authorities. Both HESCO and HSD are wholly-owned
subsidiaries of Hartford Life Insurance Company. The principal business address
of HESCO and HSD is the same as ITT Hartford.

The maximum sales commission payable to ITT Hartford agents, independent
registered insurance brokers, and other registered broker-dealers is 6.0% of
initial and subsequent premiums. Additional annual compensation of no more than
0.75% of Account Value may be paid. From time to time, ITT Hartford may pay or
permit other promotional incentives, in cash or credit or other compensation.

ITT Hartford 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-
advantaged and taxable instruments, customer profiles and hypothetical purchase
scenarios, financial management and tax and retirement planning, and variable
annuities and other investment alternatives, including comparisons between the
Contracts and the characteristics of and market for such alternatives.

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

The assets of the Separate Account are held by ITT Hartford. The assets of the
Separate Account are kept physically segregated and held separate and apart from
the General Account of ITT Hartford. ITT Hartford maintains records of all
purchases and redemptions of shares of the Fund. Additional protection for

<PAGE>

the assets of the Separate Account is afforded by ITT Hartford's blanket
fidelity bond issued by Aetna Casualty and Surety Company, in the aggregate
of $50 million, covering all of the officers and employees of ITT Hartford.

FEDERAL TAX CONSIDERATIONS

GENERAL

BECAUSE OF THE COMPLEXITY OF THE LAW AND THE FACT THAT THE TAX RESULTS WILL VARY
ACCORDING TO THE STATUS OF THE CONTRACT OWNER INVOLVED, LEGAL AND TAX ADVICE MAY
BE NEEDED BY A PERSON, EMPLOYER 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 purchase
situations not discussed herein. In addition, no attempt is made here to
consider any applicable state or other tax laws. For detailed information, a
qualified tax adviser should always be consulted. This discussion of Federal
tax considerations is based upon ITT Hartford's understanding of current Federal
income tax laws as they are currently interpreted.

TAXATION OF ITT HARTFORD AND THE SEPARATE ACCOUNT

The Separate Account is taxed as a part of ITT Hartford which is taxed as a life
insurance company in accordance with the Life Insurance Company Income Tax Act
of 1959 (Part 1 of Subchapter L of the Code). Accordingly, the Separate Account
will not be taxed as a "regulated investment company" under subchapter M of the
Code. Investment income and realized capital gains on the assets of the
Separate Account (the underlying Funds) are reinvested and are taken into
account in determining the value of the Accumulation Units (see "Contract
Benefits and Right - Account Value," on page ____). As a result, such
investment income and realized capital gains are automatically applied to
increase reserves under the Contract.

ITT Hartford does not expect to incur any Federal income tax on the earnings or
realized capital gains attributable to the Separate Account. Based upon these
expectations, no charge is currently being made to the Separate Account for
Federal income taxes. If ITT Hartford incurs income taxes attributable to the

<PAGE>

Separate Account or determines that such taxes will be incurred, it may assess
a charge for taxes against the Separate Account.

INCOME TAXATION OF CONTRACT BENEFITS

For Federal income tax purposes, the Contracts should be treated as life
insurance contracts under Section 7702 of the Code. The death benefit under a
life insurance contract is excluded from the gross income of the Beneficiary.
Also, a life insurance Contract Owner is generally not taxed on increments in
the contract value until the contract is partially or completely surrendered.
Section 7702 limits the amount of premiums that may be invested in a contract
that is treated as life insurance. Hartford Life intends to monitor the premium
levels to assure compliance with the Section 7702 requirements.

Federal estate tax, state and local estate, inheritance and other tax
consequences of ownership, or receipt of Contract proceeds depend on the
circumstances of each Contract Owner or Beneficiary.

If the Maturity Date of the Contract is extended by rider, ITT Hartford believes
that the Contract will continue to be treated as a life insurance contract for
federal income tax purposes after the scheduled Maturity Date. However, due to
the lack of specific guidance on this issue, this result is not certain. If the
Contract is not treated as a life insurance contract for federal income tax
purposes after the scheduled Maturity Date, among other things, the Death
Proceeds may be taxable to the recipient. The Contract Owner should consult a
competent tax adviser regarding the possible adverse tax consequences resulting
from an extension of the scheduled Maturity Date.

LAST SURVIVOR CONTRACTS: Although ITT Hartford believes that the last survivor
Contracts are in compliance with Section 7702 of the Code, the manner in which
Section 7702 should be applied to certain features of a joint survivorship life
insurance contract is not directly addressed by Section 7702. In the absence of
final regulations or other guidance issued under Section 7702, there is
necessarily some uncertainty whether a last survivor Contract will meet the
Section 7702 definition of a life insurance contract.

When the last surviving Insured dies, the Death Proceeds will generally be
includable in the Contract Owner's estate for purposes of federal estate tax if
the last surviving Insured owned the Contract. If the Contract Owner was not

<PAGE>

the last surviving Insured, the fair market value of the Contract would be
included in the Contract Owner's estate upon the Contract Owner's death.
Nothing would be includable in the last surviving Insured's estate if he or
she neither retained incidents of ownership at death nor had given up ownership
within three years before death.

Federal estate tax is integrated with federal gift tax under a unified rate
schedule. In general, estates less than $600,000 will not incur a federal
estate tax liability. In addition, an unlimited marital deduction may be
available for federal estate and gift tax purposes. The unlimited marital
deduction permits the deferral of taxes until the death of the surviving spouse,
when the Death Proceeds would be available to pay taxes due and other expenses
incurred.

If the Contract Owner (whether or not he or she is an Insured) transfers
ownership of the Contract to someone two or more generations younger, the
transfer may be subject to the generation-skipping transfer tax, the taxable
amount being the value of the Contract. The generation-skipping transfer tax
provisions generally apply to transfers which would be subject to the gift and
estate tax rules. Individuals are generally allowed an aggregate generation
skipping transfer exemption of $1 million. Because these rules are complex, the
Contract Owner should consult with a tax adviser for specific information where
benefits are passing to younger generations.

MODIFIED ENDOWMENT CONTRACTS

A life insurance contract is treated as a "modified endowment contract" under
Section 7702A of the Code if it meets the definition of life insurance in
Section 7702 but fails the "seven-pay" test of Section 7702A. The seven-pay
test provides that premiums cannot be paid at a rate more rapidly than that
allowed by the payment of seven annual premiums using specified computational
rules provided in Section 7702A(c). The large single premium permitted under
the Contract does not meet the specified computational rules for the "seven-pay
test" under Section 7702A(c). Therefore, the Contract will generally be treated
as a modified endowment contract for federal income tax purposes. However, an
exchange under Section 1035 of the Code of a life insurance contract entered
into before June 21, 1988 will not cause the new Contract to be treated as a
modified endowment contract if no additional premiums are paid and there is no
increase in the death benefit as the result of the exchange.

<PAGE>

A contract that is classified as modified endowment contract is generally
eligible for the beneficial tax treatment accorded to life insurance. That is,
the death benefit is excluded from income and increments in value are not
subject to current taxation. However, a loan, distribution or other amount
received from a modified endowment contract during the life of the Insured will
be taxed to the extent of any accumulated income in the contract (generally, the
excess of account value over premiums paid). Any amounts that are taxable
withdrawals will be subject to a 10% additional tax, with certain exceptions.

All modified endowment contracts that are issued within any calendar year to the
same Contract Owner by one company or its affiliates shall be treated as one
modified endowment contract in determining the taxable portion of any loan or
distributions.

DIVERSIFICATION REQUIREMENTS

Section 817 of the Code provides that a variable life insurance contract (other
than a pension plan contract) will not be treated as a life insurance 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. If a contract is not treated as a life insurance
contract, the Contract Owner will be subject to income tax on the annual
increases in cash value. The Treasury has issued diversification regulations
which, among other things, require that no more than 55% of the assets of mutual
fund (such as the Hartford mutual funds) underlying a variable life insurance
contract, be invested in any one investment. All securities issued by the same
issuer are considered one investment. Each government agency or instrumentality
is treated as separate issuer. If the diversification standards are not met,
non-pension Contract Owners will be subject to current tax on the increase in
cash value in the contract.

LEGAL PROCEEDINGS

There are no pending material legal proceedings affecting the Contracts, the
Separate Account or any of the Funds.

LEGAL MATTERS

Legal matters in connection with the issue and sale of flexible premium variable
life insurance contracts described in this Prospectus and the organization of

<PAGE>

ITT Hartford, its authority to issue the Contracts under Connecticut law and
the validity of the forms of the Contracts under Connecticut law and legal
matters relating to the Federal securities and income tax laws have been passed
on by the Law Staff of ITT Hartford.

EXPERTS

The financial statements and schedules in this Prospectus and elsewhere in
the 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 accounting and auditing.

The hypothetical Contract illustrations included in this Prospectus and
Registration Statement have been approved by Gregory M. Mateja, FSA, MAAA,
Director, Individual Annuity Inforce Management, for ITT Hartford, and are
included in reliance upon his opinion as to their reasonableness.

REGISTRATION STATEMENT

A registration statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933 as amended. This Prospectus does
not contain all information set forth in the registration statement, its
amendments and exhibits, to all of which reference is made for further
information concerning the Separate Account, the Funds, ITT Hartford, and the
Contracts.

<PAGE>

APPENDIX A

ILLUSTRATIONS OF BENEFITS

The tables in Appendix A illustrate the way in which a Contract operates. They
show how the death benefit and surrender value could vary over an extended
period of time assuming hypothetical gross rates of return equal to constant
after tax annual rates of 0%, 6% and 12%. The tables are based on an initial
premium of $10,000. A male age 45, a female age 55 and a male age 65 with Face
Amounts of $40,161, $33,334 and $19,380, respectively, are illustrated for the
single life Contract. The illustrations for the last survivor Contract assume
male and female of equal ages, including age 55 and 65 for Face Amounts of
$44,053 and $27,778.

The death benefit and surrender value for a Contract would be different from
those shown if the rates of return averaged 0%, 6% and 12% over a period of
years, but also fluctuated above or below those averages for individual Contract
Years. They would also differ if any contract loan were made during the period
of time illustrated.

The tables reflect the deductions of current Contract charges and guaranteed
Contract charges for a single gross interest rate. The death benefits and
surrender values would change if the current cost of insurance charges change.

The amounts shown for the death benefit and surrender value as of the end of
each Contract Year take into account an average daily charge equal to an annual
charge of 0.75% of the average daily net assets of the Funds for investment
advisory and administrative services fees. The gross annual investment return
rates of 0%, 6% and 12% on the Fund's assets are equal to net annual investment
return rates (net of the 0.75% average daily charge) of -0.75%, 5.25% and
11.25%, respectively.

In addition the death benefit and surrender value as of the end of each Contract
Year take into account the (1) tax expense charge equal to an annual rate of
0.40% of Account Value for the first ten Contract Years; (2) administrative
charge equal to an annual rate of 0.40% of Account Value attributable to the
Separate Account; (3) mortality and expense risk charge equal to an annual rate
of 0.90% of Account Value attributable to the Separate Account; and (4) any
Contingent Deferred Sales Charge and premium tax charge which may be applicable
in the first nine Contract Years.

<PAGE>

The hypothetical returns shown in the tables are without any tax charges that
may be attributable to the Separate Account in the future. In order to produce
after tax returns of 0%, 6%, and 12%, the Separate Account would have to earn a
sufficient amount in excess of 0% or 6% or 12% to cover any tax charges (see
"Deductions and Charges - Charges Against The Separate Account - Taxes," page
____).

The "Premium Paid Plus Interest" column of each table shows the amount which
would accumulate if the initial premium was invested to earn interest, after
taxes of 5% per year, compounded annually.

ITT Hartford will furnish upon request, a comparable illustration reflecting the
proposed insureds age, risk classification, Face Amount or initial premium
requested, and reflecting guaranteed cost of insurance rates. ITT Hartford will
also furnish an additional similar illustration reflecting current cost of
insurance rates which may be less than, but never greater than, the guaranteed
cost of insurance rates.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 45 MALE
INITIAL FACE AMOUNT: $40,161

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,834 9,840 40,161 10,756 9,764 40,161
2 11,025 11,740 10,755 40,161 11,575 10,593 40,161
3 11,576 12,724 11,751 40,161 12,463 11,495 40,161
4 12,155 13,794 12,987 40,161 13,427 12,626 40,161
5 12,763 14,956 14,169 40,161 14,474 13,693 40,161
6 13,401 16,219 15,657 40,161 15,613 15,057 40,161
7 14,071 17,592 17,060 40,161 16,851 16,324 40,161
8 14,775 19,083 18,788 40,161 18,198 17,907 40,161
9 15,513 20,704 20,452 40,161 19,666 19,417 40,161
10 16,289 22,465 24,465 40,161 21,268 21,268 40,161
11 17,103 24,501 24,501 40,161 23,113 23,113 40,161
12 17,959 26,724 26,724 40,161 25,145 25,145 40,161
13 18,856 29,153 29,153 41,398 27,386 27,386 40,161
14 19,799 31,808 31,808 43,896 29,864 29,864 41,213
15 20,789 34,714 34,714 46,517 32,590 32,590 43,670
16 21,829 37,895 37,895 49,264 35,574 35,574 46,247
17 22,920 41,367 41,367 52,951 38,832 38,832 49,705
18 24,066 45,156 45,156 56,897 42,386 42,386 53,407
19 25,270 49,292 49,292 61,122 46,266 46,266 57,371
20 26,533 53,807 53,807 65,645 50,502 50,502 61,613

25 33,864 83,601 83,601 96,978 78,372 78,372 90,912
35 55,160 201,997 201,997 214,118 189,092 189,092 200,438

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 45 MALE
INITIAL FACE AMOUNT: $40,161

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,249 9,269 40,161 10,171 9,192 40,161
2 11,025 10,506 9,546 40,161 10,337 9,380 40,161
3 11,576 10,769 9,831 40,161 10,497 9,564 40,161
4 12,155 11,040 10,275 40,161 10,651 9,891 40,161
5 12,763 11,319 10,577 40,161 10,796 10,061 40,161
6 13,401 11,605 11,089 40,161 10,930 10,421 40,161
7 14,071 11,900 11,411 40,161 11,052 10,569 40,161
8 14,775 12,202 11,941 40,161 11,158 10,902 40,161
9 15,513 12,514 12,282 40,161 11,244 11,016 40,161
10 16,289 12,833 12,833 40,161 11,309 11,309 40,161
11 17,103 13,228 13,228 40,161 11,394 11,394 40,161
12 17,959 13,636 13,636 40,161 11,455 11,455 40,161
13 18,856 14,058 14,058 40,161 11,486 11,486 40,161
14 19,799 14,494 14,494 40,161 11,486 11,486 40,161
15 20,789 14,944 14,944 40,161 11,450 11,450 40,161
16 21,829 15,409 15,409 40,161 11,370 11,370 40,161
17 22,920 15,889 15,889 40,161 11,239 11,239 40,161
18 24,066 16,385 16,385 40,161 11,048 11,048 40,161
19 25,270 16,898 16,898 40,161 10,787 10,787 40,161
20 26,533 17,428 17,428 40,161 10,442 10,442 40,161

25 33,864 20,353 20,353 40,161 6,987 6,987 40,161
35 55,160 27,852 27,852 40,161 0 0 0

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 45 MALE
INITIAL FACE AMOUNT: $40,161

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,665 8,698 40,161 9,586 8,621 40,161
2 11,025 9,340 8,404 40,161 9,169 8,235 40,161
3 11,576 9,026 8,118 40,161 8,747 7,844 40,161
4 12,155 8,721 7,990 40,161 8,319 7,594 40,161
5 12,763 8,425 7,720 40,161 7,883 7,185 40,161
6 13,401 8,138 7,657 40,161 7,438 6,964 40,161
7 14,071 7,860 7,401 40,161 6,980 6,528 40,161
8 14,775 7,591 7,353 40,161 6,506 6,274 40,161
9 15,513 7,330 7,111 40,161 6,013 5,798 40,161
10 16,289 7,076 7,076 40,161 5,498 5,498 40,161
11 17,103 6,865 6,865 40,161 4,978 4,978 40,161
12 17,959 6,659 6,659 40,161 4,427 4,427 40,161
13 18,856 6,459 6,459 40,161 3,843 3,843 40,161
14 19,799 6,264 6,264 40,161 3,221 3,221 40,161
15 20,789 6,073 6,073 40,161 2,558 2,558 40,161
16 21,829 5,888 5,888 40,161 1,845 1,845 40,161
17 22,920 5,707 5,707 40,161 1,075 1,075 40,161
18 24,066 5,531 5,531 40,161 237 237 40,161
19 25,270 5,360 5,360 40,161 0 0 0
20 26,533 5,193 5,193 40,161 0 0 0

25 33,864 4,420 4,420 40,161 0 0 0
35 55,160 3,145 3,145 40,161 0 0 0

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 FEMALE
INITIAL FACE AMOUNT: $33,334

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.25% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,834 9,840 33,334 10,727 9,736 33,334
2 11,025 11,740 10,755 33,334 11,517 10,537 33,334
3 11,576 12,724 11,751 33,334 12,378 11,411 33,334
4 12,155 13,794 12,987 33,334 13,317 12,517 33,334
5 12,763 14,956 14,169 33,334 14,343 13,564 33,334
6 13,401 16,219 15,657 33,334 15,464 14,909 33,334
7 14,071 17,592 17,060 33,334 16,688 16,163 33,334
8 14,775 19,083 18,788 33,334 18,025 17,735 33,334
9 15,513 20,704 20,452 33,334 19,487 19,238 33,334
10 16,289 22,465 22,465 33,334 21,088 21,088 33,334
11 17,103 24,501 24,501 33,334 22,940 22,940 33,334
12 17,959 26,736 26,736 33,334 24,991 24,991 33,334
13 18,856 29,218 29,218 34,478 27,270 27,270 33,334
14 19,799 31,946 31,946 37,377 29,804 29,804 34,871
15 20,789 34,928 34,928 40,517 32,585 32,585 37,799
16 21,829 38,190 38,190 43,919 35,625 35,625 40,969
17 22,920 41,765 41,765 47,195 38,958 38,958 44,023
18 24,066 45,686 45,686 50,712 42,614 42,614 47,301
19 25,270 49,992 49,992 54,492 46,627 46,627 50,824
20 26,533 54,687 54,687 59,609 51,004 51,004 55,594

25 33,864 85,841 85,841 90,992 80,060 80,060 84,864
35 55,160 208,273 208,273 218,687 192,260 192,260 201,873

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 FEMALE
INITIAL FACE AMOUNT: $33,334

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,249 9,269 33,334 10,142 9,164 33,334
2 11,025 10,506 9,546 33,334 10,279 9,324 33,334
3 11,576 10,769 9,831 33,334 10,412 9,480 33,334
4 12,155 11,040 10,275 33,334 10,539 9,781 33,334
5 12,763 11,319 10,577 33,334 10,661 9,928 33,334
6 13,401 11,605 11,089 33,334 10,774 10,266 33,334
7 14,071 11,900 11,411 33,334 10,875 10,394 33,334
8 14,775 12,202 11,941 33,334 10,959 10,704 33,334
9 15,513 12,514 12,282 33,334 11,021 10,793 33,334
10 16,289 12,833 12,833 33,334 11,055 11,055 33,334
11 17,103 13,228 13,228 33,334 11,106 11,106 33,334
12 17,959 13,636 13,636 33,334 11,127 11,127 33,334
13 18,856 14,058 14,058 33,334 11,117 11,117 33,334
14 19,799 14,494 14,494 33,334 11,073 11,073 33,334
15 20,789 14,944 14,944 33,334 10,988 10,988 33,334
16 21,829 15,409 15,409 33,334 10,854 10,854 33,334
17 22,920 15,889 15,889 33,334 10,656 10,656 33,334
18 24,066 16,385 16,385 33,334 10,375 10,375 33,334
19 25,270 16,898 16,898 33,334 9,991 9,991 33,334
20 26,533 17,428 17,428 33,334 9,479 9,479 33,334

25 33,864 20,353 20,353 33,334 3,955 3,955 33,334
35 55,160 27,852 27,852 33,334 0 0 0

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 FEMALE
INITIAL FACE AMOUNT: $33,334

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,665 8,698 33,334 9,558 8,593 33,334
2 11,025 9,340 8,404 33,334 9,112 8,179 33,334
3 11,576 9,026 8,118 33,334 8,662 7,761 33,334
4 12,155 8,721 7,990 33,334 8,209 7,486 33,334
5 12,763 8,425 7,720 33,334 7,750 7,053 33,334
6 13,401 8,138 7,657 33,334 7,283 6,810 33,334
7 14,071 7,860 7,401 33,334 6,803 6,352 33,334
8 14,775 7,591 7,353 33,334 6,305 6,073 33,334
9 15,513 7,330 7,111 33,334 5,782 5,568 33,334
10 16,289 7,076 7,076 33,334 5,230 5,230 33,334
11 17,103 6,865 6,865 33,334 4,665 4,665 33,334
12 17,959 6,659 6,659 33,334 4,061 4,061 33,334
13 18,856 6,459 6,459 33,334 3,419 3,419 33,334
14 19,799 6,264 6,264 33,334 2,733 2,733 33,334
15 20,789 6,073 6,073 33,334 1,997 1,997 33,334
16 21,829 5,888 5,888 33,334 1,200 1,200 33,334
17 22,920 5,707 5,707 33,334 324 324 33,334
18 24,066 5,531 5,531 33,334 0 0 0
19 25,270 5,360 5,360 33,334 0 0 0
20 26,533 5,193 5,193 33,334 0 0 0

25 33,864 4,420 4,420 33,334 0 0 0
35 55,160 3,145 3,145 33,334 0 0 0

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE
INITIAL FACE AMOUNT: $19,380

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,834 9,840 19,380 10,650 9,660 19,380
2 11,025 11,740 10,755 19,380 11,357 10,380 19,380
3 11,576 12,724 11,751 19,380 12,131 11,169 19,380
4 12,155 13,794 12,987 19,380 12,984 12,190 19,380
5 12,763 14,956 14,169 19,380 13,930 13,156 19,380
6 13,401 16,219 15,657 19,380 14,986 14,436 19,380
7 14,071 17,595 17,083 19,883 16,172 15,650 19,380
8 14,775 19,106 18,810 21,208 17,516 17,228 19,443
9 15,513 20,760 20,508 22,629 19,027 18,780 20,740
10 16,289 22,549 22,549 24,578 20,664 20,664 22,524
11 17,103 24,595 24,595 26,563 22,536 22,536 24,340
12 17,959 26,837 26,837 28,716 24,587 24,587 26,309
13 18,856 29,275 29,275 31,325 26,816 26,816 28,693
14 19,799 31,947 31,947 33,864 29,260 29,260 31,016
15 20,789 34,856 34,856 36,948 31,916 31,916 33,831
16 21,829 38,046 38,046 39,949 34,834 34,834 36,576
17 22,920 41,517 41,517 43,594 38,005 38,005 39,906
18 24,066 45,308 45,308 47,574 41,447 41,447 43,520
19 25,270 49,448 49,448 51,921 45,177 45,177 47,436
20 26,533 53,969 53,969 56,667 49,215 49,215 51,677

25 33,864 83,837 83,837 88,030 74,965 74,965 78,714
35 55,160 202,335 202,335 204,358 175,528 175,528 177,284

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE
INITIAL FACE AMOUNT: $19,380

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,249 9,269 19,380 10,062 9,086 19,380
2 11,025 10,506 9,546 19,380 10,104 9,152 19,380
3 11,576 10,769 9,831 19,380 10,123 9,196 19,380
4 12,155 11,040 10,275 19,380 10,116 9,364 19,380
5 12,763 11,319 10,577 19,380 10,077 9,351 19,380
6 13,401 11,605 11,089 19,380 10,002 9,502 19,380
7 14,071 11,900 11,411 19,380 9,880 9,406 19,380
8 14,775 12,202 11,941 19,380 9,703 9,454 19,380
9 15,513 12,514 12,282 19,380 9,455 9,232 19,380
10 16,289 12,833 12,833 19,380 9,124 9,124 19,380
11 17,103 13,228 13,228 19,380 8,730 8,730 19,380
12 17,959 13,636 13,636 19,380 8,217 8,217 19,380
13 18,856 14,058 14,058 19,380 7,564 7,564 19,380
14 19,799 14,494 14,494 19,380 6,738 6,738 19,380
15 20,789 14,944 14,944 19,380 5,699 5,699 19,380
16 21,829 15,409 15,409 19,380 4,387 4,387 19,380
17 22,920 15,889 15,889 19,380 2,723 2,723 19,380
18 24,066 16,385 16,385 19,380 595 595 19,380
19 25,270 16,898 16,898 19,380 0 0 0
20 26,533 17,428 17,428 19,380 0 0 0

25 33,864 20,353 20,353 21,371 0 0 0
35 55,160 27,854 27,854 28,133 0 0 0

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE
INITIAL FACE AMOUNT: $19,380

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,665 8,698 19,380 9,475 8,512 19,380
2 11,025 9,340 8,404 19,380 8,923 7,994 19,380
3 11,576 9,026 8,118 19,380 8,340 7,444 19,380
4 12,155 8,721 7,990 19,380 7,720 7,004 19,380
5 12,763 8,425 7,720 19,380 7,056 6,368 19,380
6 13,401 8,138 7,657 19,380 6,338 5,875 19,380
7 14,071 7,860 7,401 19,380 5,553 5,111 19,380
8 14,775 7,591 7,353 19,380 4,684 4,461 19,380
9 15,513 7,330 7,111 19,380 3,712 3,503 19,380
10 16,289 7,076 7,076 19,380 2,616 2,616 19,380
11 17,103 6,865 6,865 19,380 1,379 1,379 19,380
12 17,959 6,659 6,659 19,380 0 0 0
13 18,856 6,459 6,459 19,380 0 0 0
14 19,799 6,264 6,264 19,380 0 0 0
15 20,789 6,073 6,073 19,380 0 0 0
16 21,829 5,888 5,888 19,380 0 0 0
17 22,920 5,707 5,707 19,380 0 0 0
18 24,066 5,531 5,531 19,380 0 0 0
19 25,270 5,360 5,360 19,380 0 0 0
20 26,533 5,193 5,193 19,380 0 0 0

25 33,864 4,420 4,420 19,380 0 0 0
35 55,160 3,145 3,145 19,380 0 0 0

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM
ISSUE AGES: 55 MALE\55 FEMALE
INITIAL FACE AMOUNT: $44,053

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,902 9,906 44,053 10,902 9,906 44,053
2 11,025 11,882 10,894 44,053 11,882 10,894 44,053
3 11,576 12,946 11,970 44,053 12,946 11,970 44,053
4 12,155 14,103 13,292 44,053 14,103 13,292 44,053
5 12,763 15,360 14,568 44,053 15,360 14,568 44,053
6 13,401 16,726 16,159 44,053 16,726 16,159 44,053
7 14,071 18,210 17,674 44,053 18,210 17,674 44,053
8 14,775 19,825 19,526 44,053 19,822 19,523 44,053
9 15,513 21,585 21,331 44,053 21,574 21,320 44,053
10 16,289 23,505 23,505 44,053 23,477 23,477 44,053
11 17,103 25,727 25,727 44,053 25,652 25,652 44,053
12 17,959 28,162 28,162 44,053 28,031 28,031 44,053
13 18,856 30,830 30,830 44,053 30,640 30,640 44,053
14 19,799 33,755 33,755 44,053 33,507 33,507 44,053
15 20,789 36,960 36,960 44,053 36,667 36,667 44,053
16 21,829 40,479 40,479 46,551 40,154 40,154 46,177
17 22,920 44,337 44,337 50,102 43,981 43,981 49,699
18 24,066 48,565 48,565 53,908 48,175 48,175 53,475
19 25,270 53,202 53,202 57,991 52,774 52,774 57,524
20 26,533 58,305 58,305 63,553 57,828 57,828 63,033

25 33,864 92,176 92,176 97,707 91,132 91,132 96,600
35 55,160 230,373 230,373 241,893 219,404 219,404 230,374

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM
ISSUE AGES: 55 MALE\55 FEMALE
INITIAL FACE AMOUNT: $44,053

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,314 9,332 44,053 10,314 9,332 44,053
2 11,025 10,632 9,669 44,053 10,632 9,669 44,053
3 11,576 10,954 10,012 44,053 10,954 10,012 44,053
4 12,155 11,279 10,509 44,053 11,279 10,509 44,053
5 12,763 11,605 10,860 44,053 11,605 10,860 44,053
6 13,401 11,941 11,422 44,053 11,931 11,412 44,053
7 14,071 12,288 11,796 44,053 12,255 11,763 44,053
8 14,775 12,646 12,383 44,053 12,574 12,311 44,053
9 15,513 13,015 12,782 44,053 12,885 12,652 44,053
10 16,289 13,396 13,396 44,053 13,182 13,182 44,053
11 17,103 13,858 13,858 44,053 13,517 13,517 44,053
12 17,959 14,337 14,337 44,053 13,834 13,834 44,053
13 18,856 14,834 14,834 44,053 14,127 14,127 44,053
14 19,799 15,349 15,349 44,053 14,393 14,393 44,053
15 20,789 15,883 15,883 44,053 14,624 14,624 44,053
16 21,829 16,436 16,436 44,053 14,809 14,809 44,053
17 22,920 17,010 17,010 44,053 14,938 14,938 44,053
18 24,086 17,606 17,606 44,053 14,991 14,991 44,053
19 25,270 18,223 18,223 44,053 14,949 14,949 44,053
20 26,533 18,863 18,863 44,053 14,787 14,787 44,053

25 33,864 22,433 22,433 44,053 11,078 11,078 44,053
35 55,160 31,836 31,836 44,053 0 0 0

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM
ISSUE AGES: 55 MALE\55 FEMALE
INITIAL FACE AMOUNT: $44,053

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,726 8,757 44,053 9,726 8,757 44,053
2 11,025 9,452 8,512 44,053 9,451 8,512 44,053
3 11,576 9,177 8,266 44,053 9,177 8,266 44,053
4 12,155 8,899 8,166 44,053 8,899 8,166 44,053
5 12,763 8,628 7,920 44,053 8,618 7,910 44,053
6 13,401 8,365 7,881 44,053 8,331 7,848 44,053
7 14,071 8,108 7,647 44,053 8,035 7,575 44,053
8 14,775 7,859 7,619 44,053 7,727 7,489 44,053
9 15,513 7,616 7,397 44,053 7,403 7,185 44,053
10 16,289 7,380 7,380 44,053 7,058 7,058 44,053
11 17,103 7,186 7,186 44,053 6,713 6,713 44,053
12 17,959 6,996 6,996 44,053 6,334 6,334 44,053
13 18,856 6,811 6,811 44,053 5,916 5,916 44,053
14 19,799 6,630 6,630 44,053 5,451 5,451 44,053
15 20,789 6,453 6,453 44,053 4,932 4,932 44,053
16 21,829 6,280 6,280 44,053 4,345 4,345 44,053
17 22,920 6,110 6,110 44,053 3,673 3,673 44,053
18 24,066 5,945 5,945 44,053 2,896 2,896 44,053
19 25,270 5,783 5,783 44,053 1,985 1,985 44,053
20 26,533 5,625 5,625 44,053 910 910 44,053

25 33,864 4,885 4,885 44,053 0 0 0
35 55,160 3,633 3,633 44,053 0 0 0

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM
ISSUE AGES: 65 MALE\65 FEMALE
INITIAL FACE AMOUNT: $27,778

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,897 9,902 27,778 10,897 9,902 27,778
2 11,025 11,862 10,875 27,778 11,862 10,875 27,778
3 11,576 12,903 11,927 27,778 12,902 11,926 27,778
4 12,155 14,037 13,227 27,778 14,021 13,211 27,778
5 12,763 15,274 14,483 27,778 15,229 14,439 27,778
6 13,401 16,623 16,057 27,778 16,535 15,969 27,778
7 14,071 18,094 17,558 27,778 17,948 17,413 27,778
8 14,775 19,698 19,399 27,778 19,482 19,185 27,778
9 15,513 21,447 21,193 27,778 21,155 20,902 27,778
10 16,289 23,354 23,354 27,778 22,988 22,988 27,778
11 17,103 25,561 25,561 27,778 25,115 25,115 27,778
12 17,959 27,981 27,981 29,940 27,485 27,485 29,409
13 18,856 30,632 30,632 32,776 30,076 30,076 32,182
14 19,799 33,537 33,537 35,550 32,914 32,914 34,889
15 20,789 36,721 36,721 38,925 36,007 36,007 38,168
16 21,829 40,211 40,211 42,222 39,396 39,396 41,367
17 22,920 44,035 44,035 46,238 43,088 43,088 45,243
18 24,066 48,227 48,227 50,639 47,104 47,104 49,460
19 25,270 52,820 52,820 55,462 51,466 51,466 54,040
20 26,533 57,887 57,887 60,782 56,231 56,231 59,043

25 33,864 91,514 91,514 96,090 86,546 86,546 90,874
35 55,160 228,720 228,720 231,007 203,577 203,577 205,613

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM
ISSUE AGES: 65 MALE\65 FEMALE
INITIAL FACE AMOUNT: $27,778

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,309 9,327 27,778 10,309 9,327 27,778
2 11,025 10,612 9,650 27,778 10,612 9,650 27,778
3 11,576 10,917 9,976 27,778 10,907 9,967 27,778
4 12,155 11,232 10,463 27,778 11,191 10,423 27,778
5 12,763 11,556 10,812 27,778 11,460 10,717 27,778
6 13,401 11,891 11,372 27,778 11,710 11,193 27,778
7 14,071 12,236 11,744 27,778 11,935 11,445 27,778
8 14,775 12,592 12,329 27,778 12,126 11,866 27,778
9 15,513 12,960 12,727 27,778 12,275 12,045 27,778
10 16,289 13,339 13,339 27,778 12,370 12,370 27,778
11 17,103 13,799 13,799 27,778 12,451 12,451 27,778
12 17,959 14,276 14,276 27,778 12,455 12,455 27,778
13 18,856 14,770 14,770 27,778 12,368 12,368 27,778
14 19,799 15,283 15,283 27,778 12,172 12,172 27,778
15 20,789 15,815 15,815 27,778 11,843 11,843 27,778
16 21,829 16,366 16,366 27,778 11,347 11,347 27,778
17 22,920 16,937 16,937 27,778 10,641 10,641 27,778
18 24,066 17,530 17,530 27,778 9,661 9,661 27,778
19 25,270 18,144 18,144 27,778 8,326 8,326 27,778
20 26,533 18,781 18,781 27,778 6,527 6,527 27,778

25 33,864 22,335 22,335 27,778 0 0 0
35 55,160 31,696 31,696 32,014 0 0 0

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM
ISSUE AGES: 65 MALE\65 FEMALE
INITIAL FACE AMOUNT: $27,778

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------ -------------------------------
ACCUMULATED
END OF AT CASH CASH
CONTRACT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,721 8,752 27,778 9,721 8,752 27,778
2 11,025 9,432 8,493 27,778 9,432 8,493 27,778
3 11,576 9,147 8,236 27,778 9,129 8,220 27,778
4 12,155 8,869 8,136 27,778 8,809 8,077 27,778
5 12,763 8,599 7,891 27,778 8,466 7,760 27,778
6 13,401 8,336 7,852 27,778 8,095 7,614 27,778
7 14,071 8,080 7,619 27,778 7,687 7,230 27,778
8 14,775 7,831 7,592 27,778 7,232 6,996 27,778
9 15,513 7,589 7,370 27,778 6,716 6,499 27,778
10 16,289 7,354 7,354 27,778 6,122 6,122 27,778
11 17,103 7,161 7,161 27,778 5,457 5,457 27,778
12 17,959 6,972 6,972 27,778 4,673 4,673 27,778
13 18,856 6,787 6,787 27,778 3,747 3,747 27,778
14 19,799 6,606 6,606 27,778 2,652 2,652 27,778
15 20,789 6,430 6,430 27,778 1,349 1,349 27,778
16 21,829 6,257 6,257 27,778 0 0 0
17 22,920 6,088 6,088 27,778 0 0 0
18 24,066 5,923 5,923 27,778 0 0 0
19 25,270 5,762 5,762 27,778 0 0 0
20 26,533 5,604 5,604 27,778 0 0 0

25 33,864 4,866 4,866 27,778 0 0 0
35 55,160 3,619 3,619 27,778 0 0 0

<FN>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

STATUTORY-BASIS FINANCIAL STATEMENTS

AS OF DECEMBER 31, 1994 AND 1993

TOGETHER WITH

AUDITORS' REPORT

<PAGE>

[ARTHUR ANDERSEN LLP LETTERHEAD]

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of

ITT Hartford Life and Annuity Insurance Company:

We have audited the accompanying statutory-basis balance sheets of ITT Hartford
Life and Annuity Insurance Company (Wisconsin corporation and wholly-owned
subsidiary of Hartford Life Insurance Company) (the Company) as of December 31,
1994 and 1993, and the related statutory-basis statements of income, changes in
capital and surplus and cash flows for each of the three years in the period
ended December 31, 1994. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
statutory-basis financial statements based on our audits.

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

The Company presents its financial statements in conformity with statutory
accounting practices as described in Note 1. When statutory-basis financial
statements are presented for purposes other than for filing with a regulatory
agency, generally accepted auditing standards require that an auditor's report
on them state whether they are presented in conformity with generally accepted
accounting principles. The accounting practices used by the Company vary from
generally accepted accounting principles as explained and quantified in Note 1.
In our opinion, because the differences in accounting practices as described in
Note 1 are material, the statutory-basis financial statements referred to above
do not present fairly, in accordance with generally accepted accounting
principles, the financial position of the Company as of December 31, 1994 and
1993, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1994.

<PAGE>

-2-

However, in our opinion, the statutory-basis financial statements referred to
above present fairly, in all material respects, the financial position of the
Company as of December 31, 1994 and 1993, and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 1994
in conformity with statutory accounting practices as described in Note 1.

Hartford, Connecticut
January 30, 1995

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATUTORY BALANCE SHEETS
($000)

December 31,
--------------------------------------
1994 1993
---------- ----------
<S> <C> <C>
ASSETS
Bonds $ 798,501 $ 294,338
Common Stocks 2,275 1,599
Policy Loans 20,145 1,859
Cash & Short-Term Investments 84,312 33,232
Other Invested Assets 2,519 458
---------- ----------
Total Cash & Invested Assets 907,752 331,486
---------- ----------

Investment Income Due & Accrued 12,757 4,426
Premium Balances Receivable 467 46
Receivables from Affiliates 2,861 4,320
Other Assets 13,749 17,254
Separate Account Assets 3,588,077 2,053,775
---------- ----------
Total Assets $ 4,525,663 $ 2,411,307
---------- ----------
---------- ----------
LIABILITIES
Aggregate Reserves for Future Benefits $ 447,284 $ 41,195
Policy & Contract Claims 9,902 740
Liability for Premium & Other Deposit Funds 479,202 284,159
Asset Valuation Reserve 2,422 1,066
Payable to Affiliates 7,840 13,618
Other Liabilities (100,349) (71,939)
Separate Account Liabilities 3,588,077 2,053,775
---------- ----------
Total Liabilities 4,434,378 2,322,614
---------- ----------
---------- ----------
CAPITAL AND SURPLUS
Common Stock 2,500 2,500
Gross Paid-In & Contributed Surplus 114,109 114,109
Unassigned Funds (25,324) (27,916)
---------- ----------
Total Capital and Surplus 91,285 88,693
---------- ----------

TOTAL LIABILITIES AND CAPITAL AND SURPLUS $ 4,525,663 $ 2,411,307
---------- ----------
---------- ----------
</TABLE>

The accompanying notes are an integral part of
these financial statements.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATUTORY STATEMENTS OF INCOME
($000)

Years Ended December 31,
--------------------------------------
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
REVENUES
Premiums & Annuity Considerations $ 442,173 $ 14,281 $ 9,974
Annuity & Other Fund Deposits 608,685 1,986,140 1,292
Net Investment Income 29,012 7,970 5,666
Commissions & Expense Allowances on Reinsurance Ceded 154,527 60,700 50,209
Reserve Adjustment on Reinsurance Ceded 1,266,926 0 0
Other Revenues 41,857 369,598 (231)
---------- ---------- ----------
Total Revenues 2,543,180 2,438,689 66,910
---------- ---------- ----------

BENEFITS AND EXPENSES
Death and Annuity Benefits 7,948 3,192 2,822
Surrenders and Other Benefit Payments 181,749 4,955 1,836
Commissions and Other Expenses 186,303 132,169 57,360
Increase in Reserves for Future Benefits 416,748 5,120 3,765
Increase in Liability for Premium
and Other Deposit Funds 182,934 281,024 887
Net transfers to Separate Accounts 1,541,419 2,013,183 0
---------- ---------- ----------
Total Benefits and Expenses 2,517,101 2,439,643 66,670
---------- ---------- ----------

NET GAIN (LOSS) FROM OPERATIONS
BEFORE FEDERAL INCOME TAXES 26,079 (954) 240

Federal Income Taxes 24,038 11,270 1,561
---------- ---------- ----------
NET GAIN (LOSS) FROM OPERATIONS 2,041 (12,224) (1,321)

Net Realized Capital Gains (2) 877 120
---------- ---------- ----------

NET INCOME (LOSS) $ 2,039 $ (11,347) $ (1,201)
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

The accompanying notes are an integral part of
these financial statements.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
($000)

Years Ended December 31,
-------------------------------------

1994 1993 1992
--------- --------- ---------
<S> <C> <C> <C>
CAPITAL & SURPLUS - BEGINNING OF YEAR $ 88,693 $ 30,027 $ 41,227
--------- --------- ---------

Net Income (Loss) 2,039 (11,347) (1,201)
Net Unrealized Gains (Losses) on Investments (133) (1,198) 527
Change in Asset Valuation Reserve (1,356) 135 (655)
Change in Non-Admitted Assets (8,599) 1,076 (7,671)
Change in Reserve (valuation basis) 10,659 0 0
Aggregate write-ins for surplus (18) 0 0
Dividends to Stockholder 0 0 (2,200)
Paid In Capital 0 70,000 0

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

Change in Capital and Surplus 2,592 58,666 (11,200)

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

CAPITAL & SURPLUS - END OF YEAR $ 91,285 $ 88,693 $ 30,027
--------- --------- ---------
--------- --------- ---------
</TABLE>

The accompanying notes are an integral part of
these financial statements.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATUTORY STATEMENTS OF CASH FLOW
($000)
<TABLE>
<CAPTION>

Years Ended December 31,
---------------------------------------
1994 1993 1992
--------- ---------- ----------
<S> <C> <C> <C>
OPERATIONS
Premiums, Annuity Considerations & Fund Deposits $ 1,050,493 $ 2,000,492 $ 11,262
Investment Income 24,519 5,594 5,578
Other Income 1,515,700 434,851 53,635
--------- ---------- ----------
Total Income 2,590,712 2,440,937 70,475
--------- ---------- ----------
Benefits Paid 181,205 8,215 4,789
Federal Income Taxes Paid on Operations 20,634 9,666 44
Other Expenses 1,832,905 2,231,477 57,383
--------- ---------- ----------
Total Benefits & Expenses 2,034,744 2,249,358 62,216
--------- ---------- ----------
NET CASH FROM OPERATIONS 555,968 191,579 8,259
--------- ---------- ----------

PROCEEDS FROM INVESTMENTS

Bonds 87,747 88,334 71,668
Common Stocks 0 0 102
Other 40 23,638 88
--------- ---------- ----------
NET INVESTMENT PROCEEDS 87,787 111,972 71,858
--------- ---------- ----------

Tax on Capital Gains (96) 376 (119)
Paid In Surplus 0 70,000 0
Other Cash Provided 30,554 0 6,028
--------- ---------- ----------
TOTAL PROCEEDS 674,405 373,175 86,264
--------- ---------- ----------

COST OF INVESTMENTS ACQUIRED

Bonds 595,181 314,933 80,174
Common Stocks 808 567 625
Miscellaneous Applications 2,523 0 0
--------- ---------- ----------
TOTAL INVESTMENTS ACQUIRED 598,512 315,500 80,799
--------- ---------- ----------

OTHER CASH APPLIED
Dividends Paid to Stockholder 0 0 2,200
Other 24,813 24,626 13,725
--------- ---------- ----------
TOTAL OTHER CASH APPLIED 24,813 24,626 15,925
--------- ---------- ----------
TOTAL APPLICATIONS 623,325 340,126 96,724
--------- ---------- ----------
NET CHANGE IN CASH & SHORT-TERM INVESTMENTS 51,080 33,049 (10,460)

CASH & SHORT-TERM INVESTMENTS, BEGINNING OF YEAR 33,232 183 10,643
--------- ---------- ----------
CASH & SHORT-TERM INVESTMENTS, END OF YEAR $ 84,312 $ 33,232 $ 183
--------- ---------- ----------
--------- ---------- ----------
</TABLE>

The accompanying notes are an integral part of
these financial statements.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
(AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION

ITT Hartford Life and Annuity Insurance Company (ILA or the Company),
formerly known as ITT Life Insurance Corporation, is a wholly owned
subsidiary of Hartford Life Insurance Company (HLIC), which is an
indirect subsidiary of the ITT Hartford Insurance Group, Inc. (ITT
Hartford), a wholly owned subsidiary of ITT Corporation (ITT).

ILA offers a complete line of ordinary and universal life insurance,
individual annuities and certain supplemental accident and health benefit
coverages.

BASIS OF PRESENTATION

The accompanying ILA statutory basis financial statements were prepared in
conformity with statutory accounting practices prescribed or permitted by
the National Association of Insurance Commissioners (NAIC) and the
Insurance Department of the State of Wisconsin.

Statutory accounting practices and generally accepted accounting principles
(GAAP) differ in certain significant respects. These differences
principally involve:

(1) treatment of policy acquisition costs (commissions, underwriting
and selling expenses, premium taxes, etc.) which are charged to
expense when incurred for statutory purposes rather than on a pro-rata
basis over the expected life of the policy;

(2) recognition of premium revenues, which for statutory purposes are
generally recorded as collected or when due during the premium paying
period of the contract. For GAAP purposes, revenues for universal life
policies and investment products consist of policy charges for the
cost of insurance, policy administration and surrender charges
assessed to policy account balances. Premiums for traditional life
insurance policies are recognized as revenues when they are due from
policyholders. The retrospective deposit method is used in accounting
for universal life and other types of contracts where the payment
pattern is irregular or surrender charges are a significant source of
profit. The prospective deposit method is used where investment
margins are the primary source of profit;

(3) development of liabilities for future policy benefits, which for
statutory purposes predominantly use interest rate and mortality
assumptions prescribed by the National Association of Insurance
Commissioners (NAIC) which may vary considerably from interest and
mortality used for GAAP financial reporting;

(4) providing for income taxes based on current taxable income only
for statutory purposes, rather than establishing additional assets or
liabilities for deferred federal income taxes to recognize the tax
effect related to reporting revenues and expenses in different periods
for financial statement and tax reporting purposes;

(5) excluding certain assets designated as non-admitted assets (past
due agent's balances, furniture and equipment, etc.) from the balance
sheet for statutory purposes by directly charging surplus;

(6) establishing accruals for post-retirement and post-employment
health care benefits on an optional basis, immediate recognition or a
twenty year phase-in approach, whereas GAAP liabilities were
established at date of adoption. For statutory reporting purposes the
Company established accruals utilizing the twenty year phase-in
approach;

<PAGE>

-2-

(7) establishing a formula reserve for realized and unrealized losses
due to default and equity risk associated with certain invested assets
(Asset Valuation Reserve); as well as the deferral and amortization of
realized gains and losses, resulting from changes in interest rates
during the period the asset is held, into income over the remaining
life of the asset sold (Interest Maintenance Reserve); whereas on a
GAAP basis, no such formula reserve is required and realized gains and
losses are recognized in the period the asset is sold;

(8) the reporting of reserves and benefits net of reinsurance ceded,
where risk transfer has taken place. On a GAAP basis reserves are
reported gross of reinsurance with reserve credits presented as
recoverable assets.

(9) the reporting of fixed maturities at amortized cost, where GAAP
requires that fixed maturities be classified as "held-to-maturity",
"available-for-sale" or "trading", based on the Company's intentions
with respect to the ultimate disposition of the security and its
ability to effect those intentions. The Company's fixed maturities
were classified on a GAAP basis as "available-for-sale" and
accordingly, these investments were reflected at fair value with the
corresponding impact included as a component of Stockholder's Equity
designated as "Unrealized Loss on Securities, Net of Tax"

As of December 31, 1994, 1993 and 1992, the significant differences between
statutory and GAAP basis net income and capital and surplus for the Company are
summarized as follows:

1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
GAAP Net Income: $ 23,295 $ 6,071 $ 7,034

Deferred acquisition costs (117,863) (147,700) (17,434)
Benefit reserve adjustment 30,912 14,059 (1,833)
Deferred taxes (9,267) (7,123) 769
Separate accounts 75,941 110,547 0
Coinsurance 3,472 11,578 8,005
Other, net (4,451) 1,221 2,258
--------- --------- ---------
Statutory Net Income (Loss) $ 2,039 $ (11,347) $ (1,201)
--------- --------- ---------
--------- --------- ---------

GAAP Capital and Surplus $ 199,785 $ 198,408 $ 122,504

Deferred acquisition costs (422,201) (304,338) (156,638)
Benefit reserve adjustment 85,191 43,621 29,562
Deferred taxes 13,257 13,706 20,829
Separate accounts 18,488 110,547 0
Asset valuation reserve (2,422) (1,066) (1,201)
Coinsurance 0 22,642 9,442
Unrealized (Gain) Loss on Bonds 21,918 0 0
Other, net 9,269 5,173 5,529
-------- -------- --------
Statutory Capital and Surplus $ 91,285 $ 88,693 $ 30,027
-------- -------- --------
-------- -------- --------
</TABLE>

<PAGE>

-3-

AGGREGATE RESERVES AND LIABILITIES FOR PREMIUM AND OTHER DEPOSIT FUNDS:

Aggregate reserves for payment of future life, health and annuity benefits
were computed in accordance with presently accepted actuarial standards.
Reserves for life insurance policies are generally based on the 1958 and
1980 Commissioner's Standard Ordinary Mortality Tables at various rates
ranging from 2.5% to 5.5%. Accumulation and on-benefit annuity reserves are
based principally on Individual Annuity tables at various rates ranging from
2.5% to 8.75% and using the Commissioner's Annuity Reserve Valuation Method
(CARVM). Accident and health reserves are established using a two year
preliminary term method and morbidity tables based on company experience.

ILA has established separate accounts to segregate the assets and
liabilities of certain annuity contracts that must be segregated from the
Company's general assets under the terms of the contracts. The assets
consist primarily of marketable securities reported at market value.
Premiums, benefits and expenses of these contracts are reported in the
Statutory Statement of Income.

During 1994, the Company changed the valuation method on life policies and
contracts resulting in a $10.9 million increase in surplus. The new
valuation method is in accordance with presently accepted actuarial
standards.

INVESTMENTS:

Investments in bonds are carried at amortized cost. Bonds which are deemed
ineligible to be held at amortized cost by the National Association of
Insurance Commissioners (NAIC) Securities Valuation Office (SVO) are carried
at the appropriate SVO published value. When apermanent reduction in the
value of publicly traded securities occurs, the decrease is reported as a
realized loss and the carrying value is adjusted accordingly. Common stocks
are carried at market value with the difference from cost reflected in
surplus. Other invested assets are generally recorded at fair value.

Changes in unrealized capital gains and losses on common stock are reported
as additions to or reductions of surplus. The Asset Valuation Reserve,
which replaced the Mandatory Securities Valuation Reserve used in 1991, is
designed to provide a standardized reserve process for realized and
unrealized losses due to the default and equity risks associated with
invested assets. The reserve increased by $1,356 in 1994, decreased by $135
in 1993 and increased by $655 in 1992. Additionally, the Interest
Maintenance Reserve (IMR) captures net realized capital gains and losses,
net of applicable income taxes, resulting from changes in interest rates and
amortizes these gains or losses into income over the remaining life of the
mortgage loan or bond sold. Realized capital gains and losses not included
in IMR are reported in the Statement of Income net of taxes. Realized
investment gains and losses are determined on a specific identification
basis. The amount of net capital losses reclassified from the IMR was $67
and $264 in 1994 and 1993, respectively and the amount of the net capital
gains transferred to the IMR was $348 in 1992. The amount of income
amortized was $114 in 1994, $178 in 1993 and $114 in 1992.

OTHER LIABILITIES:

The amount reflected in other liabilities includes a receivable from the
separate accounts of $186.5 million and $98.2 million in 1994 and 1993,
respectively. The balances are classified in accordance with NAIC
accounting practices.

2. INVESTMENTS

(a) COMPONENTS OF NET INVESTMENT INCOME:

1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
Interest income from fixed maturity securities $ 29,493 $ 7,975 $ 5,985
Interest income from policy loans 454 124 115
Interest and dividends from other investments (89) 47 31
--------- --------- ---------
Gross investment income 29,858 8,146 6,131
Less: investment expenses 846 176 465
--------- --------- ---------
Net investment income $ 29,012 $ 7,970 $ 5,666
--------- --------- ---------
--------- --------- ---------
</TABLE>

<PAGE>

-4-

(b) UNREALIZED GAINS (LOSSES) ON STOCK:

1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
Gross unrealized gains $ 75 $ 148 $ 93
Gross unrealized losses (60) 0 0
-------- -------- --------
Net unrealized gains 15 148 93
Balance at beginning of year 148 93 111
-------- -------- --------
Change in net unrealized gains on common stock $ (133) $ 55 $ (18)
-------- -------- --------
-------- -------- --------
</TABLE>

1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>

Gross unrealized gains $ 986 $ 5,916 $ 2,430
Gross unrealized losses (34,718) (684) (143)
------- ------- -------
Net unrealized (losses) gains after tax (33,732) 5,232 2,287
Balance at beginning of year 5,232 2,287 2,760
------- ------- -------
Change in net unrealized (losses) gains on
bonds and short-term investments $ (38,964) $ 2,945 $ (473)
------- ------- -------
------- ------- -------
</TABLE>

(d) COMPONENTS OF NET REALIZED GAINS:

1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>

Bonds $ (101) $ (316) $ 665
Stocks 0 0 4
Real estate and other 34 1,316 88
------- ------- -------
Realized (losses) gains (67) 1,000 757
Capital gains taxes 2 386 289
------- ------- -------
Net realized gains (69) 614 468
Less: IMR Capital Gains (Losses) (67) (263) 348
------- ------- -------
Capital Gains Net of IMR $ (2) $ 877 $ 120
------- ------- -------
------- ------- -------
</TABLE>

<PAGE>

-5-

(e) OFF-BALANCE SHEET INVESTMENTS
The Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1994, 1993 and 1992.

(f) CONCENTRATION OF CREDIT RISK:
Excluding U.S. government and government agency investments, the Company is
not exposed to any significant concentration of credit risk.

(g) BONDS, SHORT-TERM AND UNAFFILIATED STOCK INVESTMENTS:

<TABLE>
<CAPTION>
1994
------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ---------- ---------- ----------
U.S. government and government agencies and
authorities:
<S> <C> <C> <C> <C>
- guaranteed and sponsored $175,925 $0 $(12,059) $163,866
- guaranteed and sponsored - asset backed 142,318 382 (4,911) 137,789
States, municipalities and political subdivisions 10,409 0 (603) 9,806
International governments 2,248 0 (69) 2,179
Public utilities 29,509 31 (1,271) 28,269
All other corporate 257,301 246 (9,452) 248,095
All other corporate - asset backed 112,390 327 (4,066) 108,651
Short-term investments 56,365 0 0 56,365
Certificates of deposit 68,401 0 (2,287) 66,114
--------- -------- --------- ----------
Total $854,866 $986 $(34,718) $821,134
--------- -------- --------- ----------
--------- -------- --------- ----------

1994
------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>

Common Stock $2,260 $75 $(60) $2,275
--------- -------- --------- ----------
--------- -------- --------- ----------
</TABLE>

<PAGE>
-6-

(G) BONDS, SHORT-TERM AND UNAFFILIATED STOCK INVESTMENTS: (CONTINUED)

1993
------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. government and government agencies and authorities:
- guaranteed and sponsored $88,485 $157 $(290) $88,352
- guaranteed and sponsored - asset backed 103,264 4,019 (346) 106,937
States, municipalities and political subdivisions 410 0 0 410
International governments 0 0 0 0
Public utilities 7,545 201 0 7,746
All other corporate 76,397 1,504 (16) 77,885
All other corporate - asset backed 15,237 35 (20) 15,252
Short-term investments 8,176 0 0 8,176
Certificates of deposit 3,000 0 (12) 2,988
--------- -------- --------- ---------
Total $302,514 $5,916 $(684) $307,746
--------- -------- --------- ---------
--------- -------- --------- ---------
<CAPTION>

1993
------------------------------------------------
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>

Common Stock $1,452 $148 $0 $1,600
--------- -------- --------- ---------
--------- -------- --------- ---------
</TABLE>

The amortized cost and estimated market value of bonds and short-term
investments at December 31, 1994 by management's anticipated maturity are
shown below. Asset backed securities are distributed to maturity year
based on ILA's estimate of the rate of future prepayments of principal over
the remaining life of the securities. Expected maturities differ from
contractual maturities reflecting borrowers' rights to call or prepay their
obligations.

Estimated
Amortized Fair
Maturity Cost Value
-------- --------- ---------
<S> <C> <C>
Due in one year or less $130,299 $128,300
Due after one year through five years 606,859 579,771
Due after five years through ten years 110,444 104,107
Due after ten years 7,264 8,957
--------- ---------
Total $854,866 $821,135
--------- ---------
--------- ---------
</TABLE>

<PAGE>

-7-

Proceeds from sales of investments in bonds and short-term investments
during 1994, 1993 and 1992 were $117,912, $333,023 and $219,356 resulting
in gross realized gains of $518, $937 and $968 and gross realized losses of
$624, $1,255 and $269 before transfers to IMR. The Company has no realized
gains for common stock.

(h) FAIR VALUE OF INVESTMENT-RELATED FINANCIAL INSTRUMENTS NOT DISCLOSED
ELSEWHERE:

BALANCE SHEET ITEMS: (IN MILLIONS)

1994 1993
----------------- -------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- ------- -------- --------
<S> <C> <C> <C> <C>
ASSETS
Policy loans $20 $20 $2 $2
LIABILITIES
Liabilities on investment contracts $534 $526 $289 $287
</TABLE>

The carrying amounts for policy loans approximates fair value. The
liabilities are determined by forecasting future cash flows discounted at
current market rates.

3. RELATED PARTY TRANSACTIONS:

Transactions between the Company and its affiliates within ITT Hartford
relate principally to tax settlements, reinsurance, service fees, capital
contributions and payments of dividends.

For additional information, see Footnote 5,6 and 7.

4. FEDERAL INCOME TAXES:

The Company is included in the consolidated Federal income tax return of
ITT Hartford which is ultimately included in the income tax return of ITT.
Allocation of taxes is based primarily upon separate company tax return
calculations with current credit for net losses used in consolidation
except that increases resulting from consolidation are allocated in
proportion to separate return amounts. Intercompany Federal income tax
balances are generally settled quarterly with Hartford Fire. Federal income
taxes paid by the Company were $20,538, $10,042 and $(75) in 1994, 1993 and
1992, respectively.

5. CAPITAL AND SURPLUS AND SHAREHOLDER DIVIDEND RESTRICTIONS:

The maximum amount of dividends which can be paid, without prior approval,
by State of Wisconsin insurance companies to shareholders is subject to
restrictions relating to statutory surplus. Dividends are paid as
determined by the Board of Directors and are not cumulative. Dividends of
$2,200 were paid by ILA to its parent, HLIC, in 1992. There were dividends
paid by ILA to its parent, HLIC, in 1994 and 1993.

6. PENSION PLANS AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS:

The Company's employees are included in ITT's non-contributory defined
benefit pension plans. These plans provide pension benefits that are based
on years of service and the employee's compensation during the last ten
years of employment. The Company's funding policy is to contribute
annually an amount between the minimum funding requirements set forth in
the Employee Retirement Income Security Act of 1974 and the maximum amount
that can be deducted for Federal income tax purposes. Generally, pension
costs are funded through the purchase of HLIC's group pension contracts.
Pension expense was $1,211, $765 and $734 in 1994, 1993 and 1992,
respectively. Liabilities for the plan are held by ITT.

The Company also participates in ITT's Investment and Savings Plan, which
includes a deferred compensation option under IRC section 401(k) and an
ESOP allocation under IRC section 404(k). The liabilities for these plans
are included in the financial statements of ITT Corporation.

<PAGE>

-8-

6. PENSION PLANS AND OTHER POST RETIREMENT BENEFITS: (CONTINUED)

The Company's employees are included in Hartford Fire's contributory
defined health care and life insurance benefit plans. These plans provide
health care and life insurance benefits for retired employees.
Substantially all employees may become eligible for those benefits if they
reach normal or early retirement age while still working for the Company.
The Company has prefunded a portion of the health care and life insurance
obligations through trust funds where such prefunding can be accomplished
on a tax effective basis. Post-retirement health care and life insurance
benefits expense (not including provisions for accrual of post-retirement
benefit obligations), allocated by Hartford Fire, was $54, $34 and $113 for
1994, 1993 and 1992, respectively.

The assumed rate of future increases in the per capita cost of health care
(the health care trend rate) was 11% for 1994, decreasing ratably to 6% in
the year 2001. Increasing the health care trend rates by one percent per
year would have an immaterial impact on the accumulated post-retirement
benefit obligation and the annual expense.

Post-employment benefits are primarily comprised of obligations to provide
medical and life insurance to employees on long term disability.
Post-employment benefits expense was not considered material in 1994, 1993
and 1992.

7. REINSURANCE

In December 1994 the Company ceded, on a modified coinsurance basis, 80% of
the variable annuity business written in 1994 to ITT Lyndon Life Insurance
Company, an affiliate. The ceded business includes both general and
separate account liabilities. As a result of the agreement ILA transferred
approximately $1,352 million in assets and liabilities to ITT Lyndon Life
Insurance Company. The financial impact of the cession was an increase of
approximately $15 million to net income and surplus.

In November 1994 the Company ceded, on a modified coinsurance basis, 30%
of the separate account variable annuity business distributed by Paine
Webber to Paine Webber Life Insurance Company (PWLIC). As a result of the
agreement ILA transferred approximately $24 million in assets and
liabilities to PWLIC. The financial impact of the cession was an increase
of approximately $765 thousand to net income and surplus.

In October 1994, the agreement, effective December 1990, which required
ILA to coinsure 90% of all existing and new business, excluding variable
annuity business. written by the Company to HLIC, was terminated. As a
result of the termination, ILA received approximately $430 million in
assets and liabilities from HLIC. The income statement impact of the
transaction was a decrease of approximately $15 million to net income and
surplus.

In November 1993, ILA acquired, through an assumption reinsurance
transaction, substantially all of the individual fixed and variable annuity
business of HLA. As a result of this transaction, the assets and
liabilities of the company increased approximately $1 billion. The impact
on consolidated net income was not significant.

8. COMMITMENTS AND CONTINGENCIES:

The Company has no material contingent liabilities, nor has the Company
committed any surplus funds for any contingent liabilities or arrangements.
The Company is involved in various legal actions which have arisen in the
course normal of its business. In the opinion of management, the
ultimate liability with respect to such lawsuits as well as other
contingencies is not considered to be material in relation to the results
of operations and financial position of the Company.

9. SUBSEQUENT EVENTS:

None.

<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

The prospectus consisting of _______ pages.

The undertaking to file reports.

The Rule 484 undertaking.

The signatures.

Written consents of the following persons:

(a) Not applicable.

(b) Arthur Andersen LLP, Independent Certified Public Accountants

(I) The following exhibits included herewith correspond to those required
by paragraph A of the instructions for exhibits to Form N-8B-2.

A. (1) Resolution of Board of Directors of the Company filed
with this Registration Statement.

(2) Not Applicable.

(3)(a) Principal Underwriting Agreement filed with this
Registration Statement; and

(3)(b) Forms of Selling Agreements; Filed with this Registration
Statement.

(4) Not Applicable.

(5) Form of Modified Single Premium Variable Life Insurance
Policy filed with this Registration Statement.

<PAGE>

(6) Organizational documents of ITT Hartford Life and Annuity
Insurance Company filed with this Registration Statement.

(7) Not Applicable.

(8) Not Applicable.

(9) Not Applicable.

(10) Form of Application for Modified Single Premium Variable
Life Insurance Policies filed with this Registration
Statement.

(11) Memorandum describing transfer and redemption procedures
filed with this Registration Statement.

(12) Power of Attorney filed with this Registration Statement.

(II) See Exhibit 1.A.(5) above.

(III) Opinion and consent of Gregory M. Mateja, FSA, MAAA filed with this
Registration Statement.

(IV) No financial statement will be omitted from the Prospectus pursuant to
Instruction 1 (b) or (c) of Part I.

(V) Not Applicable.

<PAGE>
UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

UNDERTAKING ON INDEMNIFICATION

Article VIII of the By Laws of Hartford Life Insurance Company, a Connecticut
corporation, provides for indemnification of its officers, directors and
employees to the extent consistent with statutory requirements.

Connecticut General Laws Section 33-320a provides for indemnification of
officers, directors and employees of a corporation as follows:

b) Except as otherwise provided in this section, a corporation shall
indemnify any person made a party to any proceeding, other than
an action by or in the right of the corporation, by reason of the
fact that he, or the person whose legal representative he is, is
or was a shareholder, director, officer, employee or agent of the
corporation, or an eligible outside party, against judgments,
fines, penalties, amounts paid in settlement and reasonable
expenses actually incurred by him, and the person whose legal
representative he is, in connection with such proceeding. The
corporation shall not so indemnify any such person unless (1)
such person, and the person whose legal representative he is, was
successful on the merits in the defense of any proceeding
referred to in this subsection, or (2) it shall be concluded as
provided in subsection (d) of this section that such person, and
the person whose legal representative he is, acted in good faith
and in a manner he reasonably believed to be in the best
interests of the corporation or, in the case of a person serving
as a fiduciary of an employee benefit plan or trust, either in
the best interests of the corporation

<PAGE>

or in the best interests of the participants and beneficiaries of
such employee benefit plan or trust and consistent with the
provisions of such employee benefit plan or trust and, with
respect to any criminal action or proceeding, that he had no
reasonable cause to believe his conduct was unlawful, or (3) the
court, on application as provided in subsection (e) of this
section, shall have determined that in view of all the
circumstances such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall
determine; except that, in connection with an alleged claim based
upon his purchase or sale of securities of the corporation or of
another enterprise, which he serves or served at the request of
the corporation, the corporation shall only indemnify such person
after the court shall have determined, on application as provided
in subsection (a) of this section, that in view of all the
circumstances such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall
determine. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the
person did not act in good faith or in a manner which he did not
reasonably believe to be in the best interests of the corporation
or of the participants and beneficiaries of such employee benefit
plan or trust and consistent with the provisions of such employee
benefit plan or trust, or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his
conduct was unlawful.

(c) Except as otherwise provided in this section, a corporation shall
indemnify any person made a party to any proceeding, by or in the
right of the corporation, to procure a judgment in its favor by
reason of the fact that he, or the person whose legal
representative he is, is or was a shareholder, director, officer,
employee or agent of the corporation, or an eligible outside
party, against reasonable expenses actually incurred by him in
connection with such proceeding in relation to matters as to
which such person, or the person whose legal representative he
is, is finally adjudged not to have

<PAGE>

breached his duty to the corporation, or where the court, on
application as provided in subsection (e) of this section, shall
have determined that in view of all the circumstances such person
is fairly and reasonably entitled to be indemnified, and then for
such amount as the court shall determine. The corporation shall
not so indemnify any such person for amounts paid to the
corporation, to a plaintiff or to counsel for a plaintiff in
settling or otherwise disposing of a proceeding, with or without
court approval; or for expenses incurred in defending a
proceeding which is settled or otherwise disposed of without
court approval.

(d) The conclusion provided for in subsection (b) of this section may
be reached by any one of the following: (1) The board of
directors of the corporation by a consent in writing signed by a
majority of those directors who were not parties to such
proceeding; (2) independent legal counsel selected by a consent
in writing signed by a majority of those directors who were not
parties to such proceeding; (3) in the case of any employee or
agent who is not an officer or director of the corporation, the
corporation's general counsel; or (4) the shareholders of the
corporation by the affirmative vote of at least a majority of the
voting power of shares not owned by parties to such proceeding,
represented at an annual or special meeting of shareholders, duly
called with notice of such purpose stated. Such person shall also
be entitled to apply to a court for such conclusion, upon
application as provided in subsection (e), even though the
conclusion reached by any of the foregoing shall have been
adverse to him or to the person whose legal representative he is

(e) Where an application for indemnification or for a conclusion as
provided in this section is made to a court, it shall be made to
the court in which the proceeding is pending or to the superior
court for the judicial district where the principal office of the
corporation is located. The application shall be made in such
manner and form as may be required by the applicable rules of the
court or, in the absence thereof, by direction of the court. The
court may also direct the notice be given in such manner as it
may

<PAGE>

require at the expense of the corporation to the shareholders of
the corporation and to such other persons as the court may
designate. In the case of an application to a court in which a
proceeding is pending in which the person seeking indemnification
is a party by reason of the fact that he, or the person whose
legal representative he is, is or was serving at the request of
the corporation as a director, partner, trustee, officer,
employee or agent of another enterprise, or as a fiduciary of an
employee benefit plan or trust maintained for the benefit of
employees of any other enterprise, timely notice of such
application shall be given by such person to the corporation.

(f) Expenses which may be indemnifiable under this section incurred
in defending a proceeding may be paid by the corporation in
advance of the final disposition of such proceeding as authorized
by the board of directors upon agreement by or on behalf of the
shareholder, director, officer, employee, agent or eligible
outside party, or his legal representative, to repay such amount
if he is later found not entitled to be indemnified by the
corporation as authorized in this section.

(g) A corporation shall not indemnify any shareholder, director,
officer, employee, agent or eligible outside party, other than a
shareholder, director, officer, employee, agent or eligible
outside party who is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or
agent of another enterprise, against judgments, fines, penalties,
amounts paid in settlement and expenses to an extent either
greater or less than that authorized in this section. No
provision made a part of the certificate or incorporation, the
bylaws, a resolution or shareholders or directors, an agreement,
or otherwise on or after October 1, 1982, shall be valid unless
consistent with this section. Notwithstanding the foregoing, the
corporation may procure insurance providing greater
indemnification and may share the premium cost with any
shareholder, director, officer, employee, agent or eligible
outside party on such basis as may be agreed upon. The rights
and remedies provided in this section shall be exclusive."

<PAGE>

The registrant hereby undertakes that insofar as indemnification for liability
arising under the Securities Act of 1933 (the "Act") 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.

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

POWER OF ATTORNEY

Bruce D. Gardner
Joseph H. Gareau
Joseph Kanarek
Thomas M. Marra
Lowndes A. Smith
Lizabeth H. Zlatkus
Donald J. Znamierowski

do hereby jointly and severally authorize Bruce D. Gardner or Rodney J.
Vessels to sign as their agent, any Registration Statement, pre-effective
amendment, and any post-effective amendment of the ITT Hartford Life and
Annuity 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/ Bruce D. Gardner Dated:
- -------------------------------- --------------------------------
Bruce D. Gardner

/s/ Joseph H. Gareau Dated:
- -------------------------------- --------------------------------
Joseph H. Gareau

/s/ Joseph Kanarek Dated: 12-9-94
- -------------------------------- --------------------------------
Joseph Kanarek

/s/ Thomas M. Marra Dated: 12-9-94
- -------------------------------- --------------------------------
Thomas M. Marra

/s/ Lowndes A. Smith Dated:
- -------------------------------- --------------------------------
Lowndes A. Smith

/s/ Lizabeth H. Zlatkus Dated:
- -------------------------------- --------------------------------
Lizabeth H. Zlatkus

/s/ Donald J. Znamierowski Dated: 12/8/94
- -------------------------------- --------------------------------
Donald J. Znamierowski

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements pursuant to Rule 485(b) under the Securities Act of 1933 for
effectiveness of this Registration Statement and duly caused this Registration
Statement to be signed by the following persons in the capacities on the dates
indicated.

ITT HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY - PUTNAM CAPITAL MANAGER TRUST
SEPARATE ACCOUNT FIVE (Registrant)

By: /s/ Stephen P. Minihan
---------------------------------------
Stephen P. Minihan,
Assistant Vice President and Controller

ITT HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY (Depositor)

By: /s/ Stephen P. Minihan
---------------------------------------
Stephen P. Minihan,
Assistant Vice President and Controller

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons and in the capacities and
on the dates indicated.

Bruce D. Gardner, General Counsel
Corporate Secretary, Director *

Joseph H. Gareau, Executive Vice
President and Chief Investment
Officer, Director *

Joseph Kanarek, Vice President *By: /s/ Rodney J. Vessels
Director* ------------------------------
Rodney J. Vessels
Thomas M. Marra, Senior Vice Attorney-in-Fact
President, Director *
Dated: 4/27/95
-----------------------------
Lowndes A. Smith, President,
Chief Operating Officer,
Director *

Lizabeth H. Zlatkus, Vice President
Director *

Donald J. Znamierowski, Vice President
Comptroller, Director*

><Page>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

CERTIFICATION

I, Bruce D. Gardner, Secretary of ITT Hartford Life and Annuity Insurance
Company ("Company"), do hereby certify that the attached is a true and complete
copy of a resolution adopted by the Board of Directors of this Company on
August 17, 1994, and that said resolution is still in full force and effect and
has not been altered, amended or rescinded.

[SEAL]

/s/ Bruce D. Gardner
----------------------------
Secretary

Dated: August 31, 1994

<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

CONSENT OF DIRECTORS

The undersigned, being all of the Directors of ITT Hartford Life and Annuity
Insurance Company, hereby consent to the following action, such action to
have the same force and effect as if taken at a meeting duly called and
held for such purpose.

ESTABLISHMENT OF SEPARATE ACCOUNTS

RESOLVED, that the Company is hereby authorized to establish a new separate
account designated Separate Account Five, herein referred to as the "Account".

RESOLVED, that the Officers of the Company are hereby authorized and directed
to take all actions necessary to:

1. Designate or redesignate the Account as such Officers deem appropriate;

2. Comply with applicable state and federal laws and regulations applicable to
the establishment and operation of the Account; including filing all
necessary registrations and application for exemptive relief under the
federal securities law.

3. Establish, from time to time, the terms and conditions pursuant to which
interests in the Account will be sold to contract owners;

4. Establish all procedures, standards and arrangements necessary or
appropriate for the operation of the Account.

/s/ Bruce D. Gardner /s/ Joseph Kanarek
- --------------------------- -------------------------------
Bruce D. Gardner Joseph Kanarek

/s/ Thomas M. Marra /s/ Lowndes A. Smith
- --------------------------- -------------------------------
Thomas M. Marra Lowndes A. Smith

/s/ Lizabeth H. Zlatkus /s/ Donald J. Znamierowski
- --------------------------- -------------------------------
Lizabeth H. Zlatkus Donald J. Znamierowski

Dated: August 17, 1994
--------------------------

<PAGE>

Exhibit 3(a)

PRINCIPAL UNDERWRITER AGREEMENT

THIS AGREEMENT, dated as of the 17th day of August, 1994, made by and between
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY ("ILA" or the "Sponsor"), a
corporation organized and existing under the laws of the State of Connecticut,
and HARTFORD EQUITY SALES COMPANY, INC. ("HESCO"), a corporation organized
and existing under the laws of the State of Connecticut.

WITNESSETH:

WHEREAS, the Board of Directors of ILA has made provision for the
establishment of a separate account within ILA in accordance with the laws
of the State of Connecticut, which separate account was organized and is
established and registered as a unit trust type investment company with the
Securities and Exchange Commission under the Investment Company Act of
1940, as amended, and which is designated Hartford Insurance Company
Separate Account Five (referred to as the "Unit Trust"); and

WHEREAS, HESCO offers to the public a certain Modified Single Premium
Variable Life Insurance Policies policy (the "Policy") issued by ILA with
respect to the Unit Trust unites of interest thereunder which are
registered under the Securities Act of 1933, as amended; and

WHEREAS, HESCO has previously agreed to act as distributor in connection
with offers and sales of the Policy under the terms and conditions set
forth in this Distribution Agreement.

NOW THEREFORE, in consideration of the mutual agreements made herein, the
Sponsor and HESCO agree as follows:

HESCO'S DUTIES

1. HESCO, as principal underwriter for the Policy, will use its best efforts
to effect offers and sales of the Policy through broker-dealers that are
members of the National Association of Securities Dealers, Inc. and whose
registered representatives are duly licensed as insurance agents of ILA.
HESCO is responsible for compliance with all applicable requirements of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended, and the rules
and regulations relating to the sales and distribution of the Policy, the
need for which arises out of its duties as principal underwriter of said
Policy and relating to the creation of the Unit Trust.

2. HESCO agrees that it will not use any prospectus, sales literature, or any
other printed matter or material or offer for sale or sell the Policy if
any of the foregoing in any way represent the duties, obligations, or
liabilities of ILA as being greater than, or different from, such duties,
obligations and liabilities as are set forth in this Agreement, as it may
be amended from time to time.

<PAGE>

-2-

3. HESCO agrees that it will utilize the then currently effective prospectus
relating to the Unit Trust's Policies in connection with its selling
efforts.

As to the other types of sales materials, HESCO agrees that it will use
only sales materials which conform to the requirements of federal and state
insurance laws and regulations and which have been filed, where necessary,
with the appropriate regulatory authorities.

4. HESCO agrees that it or its duly designed agent shall maintain records of
the name and address of, and the securities issued by the Unit Trust and
held by, every holder of any security issued pursuant to this Agreement, as
required by the Section 26(a)(4) of the Investment Company Act of 1940, as
amended.

5. HESCO's services pursuant to this Agreement shall not be deemed to be
exclusive, and it may render similar services and act as an underwriter,
distributor, or dealer for other investment companies in the offering of
their shares.

6. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties hereunder on the part
of HESCO, HESCO shall not be subject to liability under a Policy for any
act or omission in the course, or connected with, rendering services
hereunder.

II.

1. The Unit Trust reserves the right at any time to suspend or limit the
public offering of the Policies upon 30 days' written notice to HESCO,
except where the notice period may be shortened because of legal action
taken by any regulatory agency.

2. The Unit Trust agrees to advice HESCO immediately:

(a) Of any request by the Securities and Exchange Commission for amendment
of its Securities Act registration statement or for additional
information;

(b) Of the issuance by the Securities and Exchange Commission of any stop
order suspending the effectiveness of the Securities Act registration
statement relating to units of interest issued with respect to the
Unit Trust or of the initiation of any proceedings for that purpose;

(c) Of the happening of any material event, if known, which makes untrue
any statement in said Securities Act registration statement or which
requires change therein in order to make any statement therein not
misleading.

<PAGE>

-3-

ILA will furnish to HESCO such information with respect to the Unit Trust
and the Policies in such from and signed by such of its officers and
directors and HESCO may reasonable request and will warrant that the
statements therein contained when so signed will be trust and correct. ILA
will also furnish, from time to time, such additional information regarding
the Unit Trust's financial condition as HESCO may reasonably request.

III.

COMPENSATION

For providing the principal underwriting functions on behalf of the Unit Trust,
HESCO shall be entitled to receive compensation as agreed upon from time to time
by ILA and HESCO.

IV.

RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER

HESCO may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to ILA. However, such registration shall not become effective
until either the Unit Trust has been completely liquidated and the proceeds of
the liquidation distributed through ILA to the Policy Owners or a successor
Principal Underwriter has been designated and has accepted its duties.

MISCELLANEOUS

1. This Agreement may not be assigned by any of the parties hereto without the
written consent of the other party.

2. All notices and other communications provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage
prepaid, addressed as follows:

(a) If to ILA - ITT Hartford Life and Annuity Insurance Company,
505 Highway 169 North, Minneapolis, Minnesota 55441.

(b) If to HESCO - Hartford Equity Sales Company, Inc., P.O. Box 2999,
Hartford, Connecticut 06104.

or to such other address as HESCO or the Sponsor shall designate by written
notice to the other.

3. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall be deemed one
instrument, and an executed copy of this Agreement and all amendments
hereto shall be kept on file by the Sponsor and shall be open to inspection
any any time during the business hours of the Sponsor.

<PAGE>

-4-

4. This Agreement shall inure to the benefit of and be binding upon the
successor of the parties hereto.

5. This Agreement shall be construed and governed by and according to the laws
of the State of Connecticut.

6. This Agreement may be amended from time to time by the mutual agreement and
consent of the parties hereto.

7. (a) This Agreement shall become effective , and shall
continue in effect for a period of two years from that date and,
unless sooner terminated in accordance with 7(b) below, shall
continue in effect from year to year thereafter provided that its
continuance is specifically approved at least annually by a majority
of the members of the Board of Directors of ILA.

(b) This Agreement (1) may be terminated at any time, without the payment
of any penalty, either by a vote of a majority of the members of the
Board of Directors of ILA on 60 days' prior written notice to HESCO;
(2) shall immediately terminate in the event of its assignment and (3)
may be terminated by HESCO on 60 days' prior written notice to ILA,
but such termination will not be effective until ILA shall have
policy with one or more persons to act as principal underwriter of the
Policies. HESCO hereby agrees that it will continue to act as
principal underwriter until its successor or successors assume
such undertaking.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

(Seal) ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY

Attest:

/s/ Bruce D. Gardner By: /s/ Joseph Kanarek
- ---------------------------- -----------------------------------
Bruce D. Gardner Joseph Kanarek
Secretary Vice President

(Seal) HARTFORD EQUITY SALES COMPANY, INC.

Attest:

/s/ Bruce D. Gardner By: /s/ Joseph Kanarek
- ---------------------------- -----------------------------------
Bruce D. Gardner Joseph Kanarek
Secretary Vice President

<PAGE>

EXHIBIT (I)A.(3)(b)

[ITT LOGO]

SALES AGREEMENT

1.0 APPOINTMENT

1.1 The Hartford insurance company(ies) named in the Sales Agreement
Specifications Page and, with respect to SEC Registered contracts,
Hartford Equity Sales Company, Inc., as Principal Underwriter,
(hereinafter collectively referred to as "Company") hereby appoint the
named individual(s) or organization(s) as "Agent" of Company for the
solicitation and procurement of applications for insurance contracts
(hereinafter referred to as "Contracts") in the line(s) of business
set forth in the Sales Agreement Specifications Page, in all states in
which Company is authorized to do business and in which Agent is
properly licensed and appointed, without exclusive representation.

2.0 AUTHORITY

2.1 Agent has the power or authority to represent Company only to the
extent expressly granted in this Agreement and no further power or
authority is implied.

2.2 Nothing contained herein is intended to create a relationship of
employer and employee between Company and Agent. Agent and, if
applicable, any sub-agents appointed by Agent, shall be independent
contractors as to Company and free to exercise their own judgment as
to the time, place and means of performing all acts hereunder, but
they shall conform to all regulations of Company not unreasonably
interfering with freedom of action or judgment.

2.3 This Agreement terminates all previous Agency agreements, if any,
between Company and Agent. However, the execution of this Agreement
shall not affect any obligations which have already accrued under any
prior agreement.

2.4 Agent does not have the authority to collect premiums for each line of
business, other than initial premiums, unless specifically set forth
in the applicable commission schedule.

2.5 If Agent is a Class I through Class XX Agent, Agent is authorized to
procure and solicit applications for Contracts through sub-agents
which Agent may appoint with the approval of Company. No agreement
between Agent and any sub-agent shall impose any liability or
obligation upon Company unless Company is a party thereto in writing.
All sub-agents shall be duly licensed under the applicable insurance
laws to sell annuity, life and health insurance contracts by the
proper authorities in the jurisdictions in which Agent proposes to
offer such Contracts. The sub-agents shall indicate in each
application for a Contract that it has been solicited on behalf of
Agent.

2.5.1 Agent shall supervise any sub-agents appointed by Agent to
solicit sales of the Contracts and Agent shall be responsible
for all acts and omissions of each sub-agent within the scope
of his agency appointment at all times. Agent shall exercise
all responsibilities required by the applicable federal and
state law and regulations. Company shall not have any
responsibility for the supervision of any sub-agents of Agent.

2.5.2 Company may, by written notice to Agent, refuse to permit any
sub-agent to solicit applications for the sale of any of the
Contracts hereunder and may, by such notice, require Agent to
cause any such sub-agent to cease any such solicitation or
sales, and Company may require Agent to cancel the appointment
of any sub-agent with Company.

-1-

<PAGE>

2.6 If Agent is assigned a different Agent Class for different Lines of
Business (i.e. Class I Agent for Variable Annuities and a Class V
Agent for Individual Life, Annuity and Health Insurance), the
provisions of this Agreement, which specifically relate only to a
particular Class of Agent shall only apply to Agent in transacting
that Line of Business for which Agent is so classified, if any.

3.0 SEC REGISTERED CONTRACTS

3.1 If Agent is a Class I through Class XX Agent and an NASD registered
Broker-Dealer, Agent agrees that, with respect to SEC Registered
Contracts, Agent has full responsibility for the training and
supervision of all persons, including sub-agents of Agent, associated
with Agent who are engaged directly or indirectly in the offer or sale
of such Contracts and that all such persons shall be subject to the
control of Agent with respect to such persons' activities in
connection with the Contracts. Agent will cause the sub-agents to be
trained in the sale of the Contracts and will cause such sub-agents to
be registered representatives of Agent before such sub-agents engage
in the offer or sale of the Contracts. Agent shall cause Agent's sub-
agents' qualifications to be certified to the satisfaction of Company
and shall notify Company if any sub-agents cease to be registered
representatives of Agent.

3.1.1 Agent will fully comply with the requirements of the National
Association of Securities Dealers, Inc. and of the Securities
Exchange Act of 1934 and all other applicable federal or state
laws and will establish such rules and procedures as may be
necessary to cause diligent supervision of the securities
activities of the sub-agents. Upon request by Company, Agent
shall furnish any records necessary to establish such diligent
supervision.

3.1.2 Before a sub-agent is permitted to solicit and procure
applications for the Contracts, Agent and the sub-agent shall
have entered into an agreement pursuant to which the sub-agent
will be appointed a sub-agent and a registered representative
of Agent and in which the sub-agent will agree that his
selling activities relating to the Contracts will be under the
supervision and control of Agent, and the sub-agent's right to
continue to sell such Contracts is subject to his continued
compliance with such agreement.

3.1.3 In the event a sub-agent fails or refuses to submit to
supervision of Agent in accordance with this Agreement, or
otherwise fails to meet the rules and standards imposed by
Agent, Agent shall immediately notify such sub-agent that he
is no longer authorized to sell the Contracts, and Agent shall
take whatever additional action may be necessary to terminate
the sales activities of such sub-agent relating to the
Contracts including immediate notification of Company of such
termination.

3.2 If Agent is not an NASD Registered Broker/Dealer but is a member of an
affiliated group of legal entities one of which is an NASD Registered
Broker/Dealer ("Broker/Dealer") and a party to this Agreement, Agent
agrees that, with respect to SEC Registered contracts, the sub-agents
of Agent shall be registered representatives of such Broker/Dealer.

3.2.1 As appropriate, any reference in this Agreement to Agent shall
apply equally to such Broker/Dealer.

3.2.2 Each Agent which is not a Broker/Dealer hereby directs Company
to pay any compensation due, pursuant to Paragraph 4, to the
Broker/Dealer.

-2-

<PAGE>

3.3 If Agent is neither an NASD Registered Broker-Dealer nor a member of
an affiliated group of legal entities one of which is a Broker/Dealer,
Agent and any sub-agents shall be registered representatives of
Hartford Equity Sales Company, Inc.

3.4 All other provisions of this Agreement apply to the sale of SEC
Registered Contracts.

4.0 COMPENSATION

4.1 Company will pay Agent as full compensation hereunder, commissions
and/or service fees on premiums paid to Company on account of
Contracts issued upon applications procured pursuant to this Agreement
and while this Agreement is in effect.

4.1.1 Commission and/or service fees will be paid in the amounts and
for the periods of time as set forth in the Commission
Schedules included in this Agreement or subsequently made a
part hereof, and which are in effect at the time such
Contracts are sold.

4.1.2 The Commission Schedules included in this Agreement are
subject to change by Company at any time, but only upon
written notice to Agent. No such change shall affect any
Contracts issued upon applications received by Company at
Company's Home Office prior to the effective date of such
change.

4.1.3 Any Commission Schedule included in this Agreement or
subsequently made a part hereof may provide other or
additional conditions regarding compensation and if so, will
be controlling to the extent of the other or additional
conditions.

4.2 Compensation will be earned by Agent only for those applications
accepted by Company, and only after receipt by Company at Company's
Home Office in Hartford, Connecticut, of the required premium and
compliance by Agent with any outstanding delivery requirements.

4.2.1 No compensation will be earned or paid on premiums (other than
premiums on health insurance contracts) waived by Company
pursuant to any "waiver of premium" provision.

4.2.2 Should Company for any reason return any premium on a policy
issued hereunder, Agent agrees to repay Company the total
amount of any compensation which may have been paid thereon
within thirty (30) business days of notice of such refund.

4.3 Any compensation otherwise payable to Agent in accordance with this
Section 4.0 shall be reduced by the amount, if any, of such
compensation paid directly, at the direction of Agent, by Company to
any person and appointed by Company and Agent or, in connection with
group policies, the amounts paid by Company to a resident licensed
agent in a state which requires the countersignature by, or the
effectuating of the insurance through, a resident licensed agent.

4.4 In the event of termination of this Agreement for one or more of the
reasons specified in Subparagraphs 7.2.2 or 7.2.3 below, no further
commissions or other compensation shall thereafter be payable.

4.5 With respect to registered Contracts, if Agent is disqualified for
continued registration with the NASD, Company shall not be obligated
to pay any compensation, the payment of which would represent a
violation of NASD rules.

-3-

<PAGE>

In such event, Company shall hold any commission otherwise due on any
Contract in force in "escrow" from the date of such disqualification
until the termination of any litigation or administrative proceedings
relating to such disqualification, provided Agent commences an appeal
to the NASD within 180 days following the disqualification notice and
actively pursues such appeal. Should Agent's registration in the NASD
be reinstated, all compensation due or becoming due Agent during the
period of disqualification shall be immediately paid, provided this
does not violate any NASD rules or regulations in effect at said time.

5.0 GENERAL PROVISIONS

5.1 Agent shall cooperate with Company in the investigation and
settlement of all claims against Agent and/or Company relating to the
solicitation or sale of Contracts under this Agreement. Agent shall
promptly forward to Company any notice of claim or other relevant
information which may come into Agent's possession.

5.2 Agent shall keep full and accurate records of the business transacted
by Agent under this Agreement and shall forward to Company such
reports of said business as Company may prescribe. Company shall have
the right to examine said records at reasonable times. All rate books,
manuals, forms, supplies and any other properties furnished by Company
and in the possession of Agent shall be returned to Company on
termination of this Agreement.

5.3 Agent shall bear all of Agent's expenses incurred in the performance
of this Agreement.

5.4 Agent shall have a duty to obtain applications for Company and, where
appropriate, to conserve and renew coverage placed with Company.

5.5 All applications for the purchase of Contracts shall be subject to
acceptance by Company. Company reserves the right to prescribe
conditions, rules and regulations for the offer and acceptance of its
Contracts, which may be changed from time to time and which shall be
forwarded to Agent.

5.6 Company reserves the right to modify, change or discontinue the
offering of any form of Contract at any time.

5.7 No waiver or modification of this Agreement will be effective unless
it be in writing and signed by a duly authorized officer of Company
and Agent or a duly authorized officer of Agent.

5.8 The failure of Company to enforce any provisions of this Agreement
shall not constitute a waiver of any such provision. The past waiver
of a provision by Company shall not constitute a course of conduct or
a waiver in the future of that same provision.

5.9 In the event any legal process or notice is served on Agent in a suit
or proceeding against Company, Agent shall forward forthwith such
process or notice to Company at its Home Office in Hartford,
Connecticut, by certified mail.

5.10 Agent shall not use any advertising material, prospectus, proposal, or
representation either in general or in relation to a Contract of
Company unless furnished by Company or until the consent of Company
shall have been first secured. Agent shall not issue or recirculate
any illustration, circular, statement or memorandum of any sort,
misrepresenting the terms, benefits or advantages of any Contract
issued by Company, or make any misleading statement as to dividends or
other benefits to be received thereon, or as to the financial position
of Company.

-4-

<PAGE>

5.10.1 In regard to SEC Registered Contracts, Agent agrees not to
make written or oral representations except such as are
contained in current prospectuses and authorized supplementary
sales literature made available by Company. In respect to such
products Agent also agrees to comply with the Securities and
Exchange Commission Statement of Policy and the regulations
thereunder of the National Association of Securities Dealers,
Inc.

5.11 Agent shall indemnify and save Company harmless from any loss or
expense on account of any unauthorized act or transaction by Agent, or
persons employed or appointed by Agent, or any claim by a sub-agent of
Agent for compensation due or to become due on account of such sub-
agent's sale of Contracts.

5.11.1 Agent expressly authorizes Company to charge against all
compensation due or to become due to Agent under this
Agreement any monies paid or liabilities incurred by Company
under this Paragraph 5.11.

5.12 Agent shall not offer or pay any rebate of premium or make any offer
of any other inducement not specified in the Contracts to any person
to insure with Company. Agent shall not make any misrepresentation or
incomplete comparison for the purpose of inducing a policyholder in
any other company to lapse, forfeit or surrender its insurance
therein.

5.13 No assignment of this Agreement, or commissions payable hereunder,
shall be valid unless authorized in writing by Company. Every
assignment shall be subject to any indebtedness and obligation of
Agent that may be due or become due to Company and any applicable
state insurance regulations pertaining to such assignments.

5.14 Company may at any time deduct, from any monies due under this
Agreement, every indebtedness or obligation of Agent to Company.

5.14.1 On termination of this Agreement, any outstanding indebtedness
to Company shall become immediately due and payable.

6.0 LIMITATION OF AUTHORITY

6.1 Agent is not authorized, and is expressly forbidden on behalf of
Company, to incur any indebtedness or liability, or to make, alter or
discharge agreements, or to waive forfeitures, extend the time of
payment of any premium, waive payment in cash, or to receive any money
due or to become due Company, except as specifically provided in this
Agreement.

6.2 No individual Contract providing life, health or disability insurance
coverage shall be delivered if a sub-agent or Agent has knowledge that
the health of the proposed insured has changed since the application
was taken or unless the first premium has been fully paid and delivery
made by the delivery date specified by Company or, if no delivery date
is specified, within sixty (60) days from the date said Contract is
mailed from Company's Home Office.

6.2.1 Any Contract not delivered, in accordance with this Paragraph
6.2, shall be returned to Company immediately.

7.0 TERMINATION

7.1 This entire Agreement may be terminated by either party by giving
thirty (30) days' notice in writing to the other party.

-5-
<PAGE>

7.1.1 Such notice of termination shall be mailed to the last known
address of Agent appearing on Company's records, or in the
event of termination by Agent, to the Home Office of Company
at P.O. Box 2999, Hartford, Connecticut 06104-2999.

7.1.2 Such notice shall be an effective notice of termination of
this Agreement as of the time the notice is deposited in the
United States mail or the time of actual receipt of such
notice if delivered by means other than mail.

7.2 This Agreement shall automatically terminate without notice upon the
occurrence of any of the events set forth below:

7.2.1 Upon the bankruptcy or dissolution of Agent provided, however,
that if there is more than one Agent, the Agreement shall
automatically terminate only with respect to the bankrupt or
dissolved Agent.

7.2.2 When and if Agent commits fraud or gross negligence in the
performance of any duties imposed upon Agent by this Agreement
or wrongfully withholds or misappropriates, for Agent's own
use, funds of Company, its policyholders or applicants.

7.2.3 When and if Agent materially breaches this Agreement or
materially violates the insurance or Federal or State
securities laws of a state in which Agent transacts business.

7.2.4 When and if Agent fails to obtain renewal of a necessary
license in any jurisdiction, but only as to that jurisdiction.

7.2.5 When and if Agent is disqualified for continued membership
with the NASD or registration with the Securities and Exchange
Commission, but only as to SEC registered Contracts.

7.3 The provisions of Sections 5.0 and 6.0 shall survive the termination
of this Agreement, as appropriate.

-6-

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
HARTFORD, CONNECTICUT 06104-2999
(A STOCK INSURANCE COMPANY)

NATIONAL SERVICE CENTER ADDRESS:
P.O. BOX 59179
MINNEAPOLIS, MINNESOTA 55459

WILL PAY THE DEATH PROCEEDS TO THE BENEFICIARY UPON RECEIPT AT OUR NATIONAL
SERVICE CENTER IN MINNEAPOLIS, MINNESOTA OF DUE PROOF OF THE INSURED'S DEATH
WHILE THIS POLICY WAS IN FORCE.

Signed for the Company

Bruce D. Gardner, SECRETARY Lowndes A. Smith, PRESIDENT

READ YOUR POLICY CAREFULLY
This is a legal contract between You and Us.

RIGHT TO EXAMINE POLICY

We want You to be satisfied with the policy You have purchased. We urge You to
examine it closely. If, for any reason, You are not satisfied, You may deliver
or mail the policy to Us or to the agent from whom it was purchased within ten
(10) days after You receive it. In such event, the policy will be rescinded and
We will pay an amount equal to the greater of the premiums paid for the policy
or the sum of (i) the Account Value on the date the returned policy is received
by Us or the agent from whom it was purchased and, (ii) any deductions under the
policy or by the funds for taxes, charges or fees.

CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
DEATH PROCEEDS PAYABLE AT DEATH
NON-PARTICIPATING

THE DEATH PROCEEDS AND CASH VALUES PROVIDED BY THIS CONTRACT ARE BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT. THEY ARE VARIABLE AND NOT
GUARANTEED AS TO FIXED DOLLAR AMOUNT. SEE PAGE 6 FOR A DESCRIPTION OF THE DEATH
BENEFIT.

MODIFIED SINGLE PREMIUM VARIABLE
LIFE INSURANCE POLICY

<PAGE>

TABLE OF CONTENTS

Page

Policy Specifications 3

Definitions 5

Death Benefit 6

Premiums 7

Valuation Provisions 8

Account Value, Cash Value and Cash Surrender Value 9

Monthly Deduction Amount 9

Annual Maintenance Fee 11

Transfers 11

Termination and Maturity Date 11

Reinstatement 12

Full Surrender 12

Partial Surrenders, Annual Withdrawal Amount, and Surrender Charges 12

Policy Loans 13

Payments by Us 14

Taxation 14

The Contract 15

Ownership and Beneficiary 16

Exchange Option 17

Income Settlement Options 17

Page 2

<PAGE>

[insert specs]

Page 3

<PAGE>

[insert specs]

Page 4

<PAGE>

DEFINITIONS

The definitions in this section apply to the following words and phrases
whenever and wherever they appear in this policy.

ACCOUNT: any of the Sub-Accounts.

ACCOUNT VALUE: the value of the Sub-Accounts and the Loan Account.

ACCUMULATION UNIT: an accounting unit used to calculate the value of a Sub-
Account.

ANNUITY UNIT: An accounting unit of measure used to calculate the amount of
annuity payments under the variable annuity option.

ATTAINED AGE: the Issue Age plus the number of fully completed Policy Years.

CASH SURRENDER VALUE: the Cash Value less all Indebtedness.

CASH VALUE: the Account Value less any applicable Surrender Charges and Premium
Tax Charge due upon surrender.

DATE OF ISSUE: the date shown on Page 3 from which Suicide and Incontestability
provisions are measured.

DEATH PROCEEDS: the amount which We will pay upon the death of the Insured.

FACE AMOUNT: on the Policy Date, the Face Amount equals the Initial Face
Amount. Thereafter it may change in accordance with the terms of the Death
Benefit provision, and the Partial Withdrawal provision.

FUNDS: the registered open end management investment companies in which the
assets of the Separate Account may be invested.

INDEBTEDNESS: All monies owed to the Company from the Owner. This includes all
outstanding loans on this policy, including any interest due or accrued, and due
and unpaid monthly deduction amount and annual maintenance fee, arising during a
grace period.

INITIAL FACE AMOUNT: the amount shown on Page 3.

INSURED: the person whose life is insured under this policy as shown on Page 3.

IN WRITING: in a written form satisfactory to Us.

ISSUE AGE: as of the Policy Date, the Insured's age on his/her last birthday.

LOAN ACCOUNT: an account established for any amounts transferred from the Sub-
Accounts as a result of loans. The account is credited with interest and is not
based on the experience of any Separate Account.

MATURITY DATE: the date, shown on Page 3, on which the policy will mature.

MONTHLY ACTIVITY DATE: the Policy Date and the same date in each succeeding
month as the Policy Date except that whenever the Monthly Activity Date falls on
a date other than a Valuation Day, the Monthly Activity Date will be deemed the
next Valuation Day.

Page 5

<PAGE>

DEFINITIONS (Continued)

OWNER: the owner of the policy as shown on Page 3.

POLICY ANNIVERSARY: an anniversary of the Policy Date. Similarly, Policy Years
are measured from the Policy Date.

POLICY DATE: the date shown on Page 3 from which Policy Anniversaries and Policy
Years are determined.

POLICY LOAN RATE: the interest rate charged on policy loans.

PREMIUM TAX CHARGE: the average amount of tax charged by a state, or municipal
entity on premium payments or Account Values. We pay the premium tax in a
single sum to the appropriate entity and amortize it to the policyholder over
the first 10 years. If the policy is surrendered within 10 years of the Policy
Date, any unamortized premium tax will be collected on the surrender date.

PRO-RATA BASIS: an allocation method based on the proportion of the Account
Value in each Sub-Account.

SEPARATE ACCOUNT: an account entitled Separate Account 5 which has been
established by the Hartford Life Insurance Company to separate the assets
funding the variable benefits for the class of contracts to which this policy
belongs from the other assets of the Hartford Life Insurance Company. Separate
Account 5 will have the Funds listed on Page 4 as its underlying investments.

SUB-ACCOUNTS: the subdivisions of the Separate Account. These are shown on Page
3.

VALUATION DAY: the date on which a Sub-Account is valued. This occurs every day
We are open and the New York Stock Exchange is open for trading.

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

YOU, YOUR: the Owner of the policy.

WE, US, OUR, the COMPANY: Hartford Life Insurance Company.

DEATH BENEFIT

GENERAL
On any day the Death Benefit is the greater of: (a) the Face Amount on date of
Insured's death; and (b) the Minimum Death Benefit described below.

MINIMUM DEATH BENEFIT
To ensure that the policy continues to qualify as life insurance under the
Internal Revenue Code, We will automatically increase the Death Benefit so that
it will never be less than the appropriate Attained Age percentage of the
Account Value. The Minimum Death Benefit is the Account Value on the date of
death multiplied by the applicable percent shown in the Table of Minimum Death
Benefit Percentages on Page 4.

Page 6

<PAGE>

DEATH BENEFIT (Continued)

DEATH PROCEEDS
The Death Proceeds are the amount which We will pay on the death of the Insured.
This equals the Death Benefit less any Loans and less any due and unpaid Monthly
Deduction Amounts occurring during a Grace Period.

PREMIUMS

GENERAL
All premiums are payable either:

(a) to Us at the address shown on the premium notice; or
(b) to Our authorized agent in exchange for a receipt signed by Our
President or Secretary and countersigned by such agent.

Checks should be made payable to The Company.

INITIAL PREMIUM PAYMENTS
You will have the option of setting your Initial Premium Guideline Percentage at
80%, 90% or 100% of the Guideline Premium Limitation established by Federal tax
law. The Initial Premium is due on the Policy Date. No insurance is effective
until the Initial Premium is paid. The Initial Premium and the Initial Premium
Guideline Percentage You chose are shown on Page 3.

SUBSEQUENT PREMIUM PAYMENTS
Subject to the Guideline Premium Limitation, We will accept additional premiums
at any time. The actual amount and frequency of any payments made will affect
the Cash Value and the amount and duration of insurance provided by this policy.
Any Subsequent Premium Payment that results in an increase in the Death Benefit
will be accepted only after We approve evidence of insurability.

PREMIUM ALLOCATION
The Initial Premium will be allocated to the Money Market Sub-Account on the
date We receive the premium, or the Policy Date if it occurs after the date We
receive the premium.

The Accumulated Value in this Money Market Sub-Account will then be allocated to
the Sub-Accounts, in whole percentages according to the premium allocation
specified in the application, on the later of:

(a) the expiration of the Right to Examine period specified on Page 1; and
(b) the date We receive the final requirement to put the policy in force.

Any additional Premiums received by Us prior to such date will be allocated to
the Money Market Sub-Account.

Upon written request, You may change the premium allocation. Subsequent
Premiums will be allocated to the Sub-Accounts according to Your most recent
instructions.

Page 7

<PAGE>

PREMIUMS (CONTINUED)

GRACE PERIOD
This policy will terminate 61 days after a Monthly Activity Date on which the
Cash Surrender Value is less than zero. The 61-day period is the Grace Period.
If sufficient premium is not paid by the end of the Grace Period, the policy
will terminate without value. The Company will mail the Owner and any assignee
written notice of the amount of premium that will be required to continue this
policy in force at least 61 days before the end of the Grace Period. The
premium required will be no greater than the amount required to pay three
Monthly Deduction Amounts as of the day the Grace Period began. If that premium
is not paid by the end of the Grace Period, this policy will terminate.

PREMIUM LIMITATION
If premiums are received which would cause the policy to fail to meet the
definition of a life insurance contract in accordance with the Internal Revenue
Code, We will refund the excess premium payments. We will refund such premium
payments and interest thereon within 60 days after the end of a Policy Year.

VALUATION PROVISIONS

SUB-ACCOUNT ACCUMULATION UNITS
Amounts allocated to Sub-Accounts are applied to provide Accumulation Units in
each Sub-Account. The number of Accumulation Units credited to each Sub-Account
is determined by dividing the amount allocated to a Sub-Account by the dollar
value of one Accumulation Unit for such Sub-Account. The number of Your
Accumulation Units will not be affected by any subsequent change in the value of
the units. The Accumulation Unit Values in each Sub-Account may increase or
decrease daily as described below.

SUB-ACCOUNT ACCUMULATION UNIT VALUE
The Accumulation Unit Value for each Sub-Account will vary to reflect the
investment experience of the applicable Fund and will be determined on each
Valuation Day by multiplying the Accumulation Unit Value of the particular Sub-
Account on the preceding Valuation Day by a Net Investment Factor for that Sub-
Account for the Valuation Period then ended. The Net Investment Factor for each
of the Sub-Accounts is equal to the net asset value per share of the
corresponding Fund at the end of the Valuation Period (plus the per share amount
of any dividend or capital gain distributions paid by that Fund in the Valuation
Period then ended) divided by the net asset value per share of the corresponding
Fund at the beginning of the Valuation Period.

EMERGENCY PROCEDURE
If a national stock exchange is closed (except for holidays or weekends) or
trading is restricted due to an existing emergency as defined by the Securities
and Exchange Commission so that We cannot value the Sub-Accounts, We may
postpone all procedures which require valuation of the Sub-Accounts until
valuation is possible. Any provision of this policy which specifies a Valuation
Day will be superseded by the emergency procedure.

Page 8

<PAGE>

ACCOUNT VALUE, CASH VALUE, AND
CASH SURRENDER VALUE

GENERAL
Your Account Value on the Policy Date equals the Initial Premium less the
Monthly Deduction Amount for the first policy month, less the Annual Maintenance
Fee if applicable as described on Page 4A.

On each subsequent Monthly Activity Date, Your Account Value equals:

(a) the sum of Your Accumulated Values in the Sub-Accounts; plus
(b) the value of Your Loan Account, if any; minus,
(c) the appropriate Monthly Deduction Amount; minus
(d) the Annual Maintenance Fee, if any.

On each Valuation Day (other than a Monthly Activity Date), Your Account Value
equals:

(a) the sum of Your Accumulated Values in the Sub-Accounts; plus
(b) the value of Your Loan Account, if any.

ACCUMULATED VALUE - SUB-ACCOUNTS
Your Accumulated Value in any Sub-Account equals:

(a) the number of Your Accumulation Units in that Sub-Account on the
Valuation Day; multiplied by
(b) that Sub-Account's Accumulation Unit Value on the Valuation Day.

CASH VALUE AND SURRENDER CHARGES
A Surrender Charge, and a charge for unpaid premium tax charges, if applicable,
will be subtracted from the Account Value to determine the Cash Value. The
Surrender Charge and the Policy Years during which it will be applied are shown
on Page 4A.

CASH SURRENDER VALUE
Your Cash Surrender Value is equal to Your Cash Value minus the Indebtedness, if
any. Indebtedness includes all outstanding loans, including any interest due or
accrued, monthly deduction amount, and annual maintenance fee, arising during a
grace period.

MONTHLY DEDUCTION AMOUNT

GENERAL
The Monthly Deduction Amount equals:

(a) the Cost of Insurance Charge; plus
(b) the Administrative Charge; plus
(c) the Mortality and Expense Risk Charge; plus
(d) the Tax Expense Charge.

The Monthly Deduction Amount will be taken on a Pro-Rata Basis from the Sub-
Accounts on each Monthly Activity Date.

Page 9

<PAGE>

ANNUAL MAINTENANCE FEE

An Annual Maintenance Fee shown on Page 4A will be taken on a Pro-Rata Basis
from the Sub-Accounts if applicable on the Policy Date and each subsequent
Policy Anniversary.

TRANSFERS

AMOUNT AND FREQUENCY OF TRANSFERS
Upon request and as long as this policy is in effect, You may transfer amounts
among the Sub-Accounts. However, We reserve the right to limit the number of
transfers to no more frequently than 12 per Policy Year with no two transfers
being made on consecutive valuations days. Subject to the following paragraph,
any such limitations will apply to all Owners.

The right to reallocate Account Values between the Accounts is subject to
modification if the Company determines, in its sole opinion, that the exercise
of that right by one or more Owners is, or would be, to the disadvantage of
other 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, 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 Owner, or limiting the dollar amount that may be transferred between
the Sub-Accounts by a 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 the Company to be to the disadvantage of other Owners.

TRANSFERS TO OR FROM SUB-ACCOUNTS
In the event of a transfer from a Sub-Account, the number of Accumulation Units
credited to the Sub-Account from which the transfer is made will be reduced.
The reduction will be determined by dividing:

1. the amount transferred; by
2. the Accumulation Unit Value for that Sub-Account as of the next
Valuation Day after We receive Your request for transfer In
Writing.

In the event of a transfer to a Sub-Account, We will increase the number of
Accumulation Units credited to that Sub-Account. The increase will equal:

1. the amount transferred; divided by
2. the Accumulation Unit Value for that Sub-Account as of the next
Valuation Day after We receive Your request for transfer In
Writing.

TERMINATION AND MATURITY DATE

TERMINATION
The policy will terminate upon the earliest of the following events:

(a) Maturity Date of the policy; or
(b) Full surrender of the policy; or
(c) the end of the Grace Period; or
(d) the death of the Insured.

MATURITY DATE
No insurance coverage will be effective on or after the Maturity Date. Any Cash
Surrender Value as of the Maturity Date will be paid to You.

Page 11

<PAGE>

REINSTATEMENT

Prior to the death of the Insured, and unless this policy has been surrendered
for cash, this policy may be reinstated prior to the Maturity Date provided:

(a) You make Your request within five years;
(b) satisfactory evidence of insurability is submitted;
(c) any policy loan is repaid or reinstated; and
(d) sufficient premium must be paid to:
(i) cover all Monthly Deduction Amounts and Annual
Maintenance Fee that are due and unpaid during the Grace
Period, and
(ii) keep the policy in force for three months after the date
of reinstatement.

The Face Amount of the reinstated policy cannot exceed the Face Amount at the
time of lapse. The Account Value on the reinstatement date will reflect:

(a) the Account Value at the time of termination; plus
(b) Premiums attributable to premiums paid at the time of
reinstatement.

The Surrender Charges will be based on the number of policy years from the
original Policy Date.

Upon reinstatement, any Indebtedness at the time of termination must be repaid
or carried over to the reinstated policy.

FULL SURRENDER

You may terminate this policy at any time before the Maturity Date by submitting
a request to Us In Writing. We will pay You the Cash Surrender Value at the
time of surrender, which includes any applicable Premium Taxes not previously
deducted, and Our liability under this policy will cease.

The amount You will receive will be the Account Value less:

(a) any Policy Loans;
(b) any applicable due and unpaid Premium Tax charges as specified on
Page 4A;
(c) any applicable surrender charge as specified on Page 4A.

PARTIAL SURRENDERS, ANNUAL WITHDRAWAL AMOUNT
AND SURRENDER CHARGES

PARTIAL SURRENDERS
You may request, in writing, a partial surrender of Cash Surrender Values at any
time before the Maturity Date provided the Cash Surrender Value remaining after
the surrender is at least equal to Our minimum premium amount rules then in
effect. If the remaining Cash Surrender Value following such surrender is less
than Our minimum premium amount rules, We will terminate the policy and pay the
Cash Surrender Value. Unless specified otherwise, the partial surrender amount
will be deducted on a Pro-Rata Basis from the Sub-Accounts. The Face Amount of
the policy will be reduced proportional to the reduction in Account Value due to
the partial surrender. 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.

Page 12

<PAGE>

PARTIAL SURRENDERS, ANNUAL WITHDRAWAL AMOUNT
AND SURRENDER CHARGES (CONTINUED)

ANNUAL WITHDRAWAL AMOUNT
Surrender charges applicable to this policy are described on page 4A. However,
on a noncumulative basis, You may make partial surrenders during any Policy Year
up to the Annual Withdrawal Amount shown on Page 4A. Surrender charges will not
be assessed against such amounts. Surrender of the Account Values in excess of
the above and additional surrenders made in any Policy Year will be subject to
the surrender charge, as described on Page 4A, if applicable.

SURRENDER CHARGES
Subject to the Annual Withdrawal Amount, surrenders of Account Values
attributable to premium payments may be subject to a Surrender Charge
("charge"), and the due and unpaid Premium Tax Charge.

For surrender charge purposes, during the first ten policy 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 account value.

After the ninth Policy Year, all surrenders will be free of surrender charges
and due and unpaid premium tax charges. Only the Annual Maintenance Fee will be
charged.

No surrender charges will be assessed in the event the Policy terminates due to
the death of the Insured, or upon the exercise of the Annual Withdrawal Amount.

POLICY LOANS

GENERAL
At any time while this policy is in force, You may borrow against this policy by
assigning it to Us as sole security. We may defer granting a loan, except to
pay premiums to Us, for the period permitted by law but not more than six
months.

LOAN AMOUNTS
Any new loan taken may not exceed 90% of the Cash Value less 100% of existing
loans, if any, on the date We grant a loan. Loan amounts will be subject to Our
minimum rules then in effect. Before advancing the loan amount, We may
withhold an amount sufficient to pay interest on total loans to the end of the
Policy Year and any Monthly Deduction Amounts due on or before the next Policy
Anniversary. All loan amounts will be transferred from the Sub-Accounts to the
Loan Account. Unless You specify otherwise, the amounts will be transferred on
a Pro-Rata Basis.

If total loans equals or exceeds the Cash Value, this policy will terminate 61
days after We have mailed notice to Your last known address and that of any
assignee of record. If sufficient loan repayment is not made by the end of this
Grace Period, the policy will end without value.

CREDITED INTEREST
Except for Preferred Loans described below, the Loan Account will be credited
with interest at a rate equal to the Policy Loan Rate applicable to that
Indebtedness, minus 2%.

Page 13

<PAGE>

POLICY LOANS (CONTINUED)

PREFERRED LOAN
If the Cash Value exceeds the total of all premiums paid since issue, a
Preferred Loan is available. The amount available for a Preferred Loan is the
amount by which the Cash Value exceeds total premiums paid. The amount of the
Loan Account which equals a Preferred Loan will be credited with interest at a
rate equal to the Policy Loan Rate. The amount of loans that qualifies as a
Preferred Loan is determined on each Monthly Activity Date.

LOAN REPAYMENTS
All or part of a loan may be repaid at any time that:

(a) the policy is in force;
(b) the Insured is alive.

However, each payment must be at least $50.

The amount of a loan repayment will be deducted from the Loan Account and will
be allocated among the Sub-Accounts in the same percentage as premiums are
allocated.

LOAN INTEREST
Loan interest will accrue daily by a rate not to exceed the Policy Loan Interest
Rate shown on Page 4. The difference between the value of the Loan Account and
the Indebtedness will be transferred on a Pro-Rata Basis from the Sub-Accounts
to the Loan Account on each Monthly Activity Date.

PAYMENTS BY US

GENERAL
We will pay Death Proceeds, Cash Surrender Values, partial surrenders and loan
amounts attributable to the Sub-Accounts within seven days after We receive all
the information needed to process the payment unless:

(a) the New York Stock Exchange is closed on other than customary weekend and
holiday closings or trading on the New York Stock Exchange is restricted as
determined by the Securities and Exchange Commission (SEC); or
(b) an emergency exists, as determined by the SEC, as a result of which
disposal of securities is not reasonably practicable to determine the value
of the Sub-Accounts; or
(c) the SEC, by order, permits postponement for the protection of policy
owners.

TAXATION

We do not expect to incur any federal, state or local income tax on the earnings
or realized capital gains attributable to the Separate Account. Based upon
these expectations, no charge is currently being made to the Separate Account
for federal, state or local income taxes. If We incur income taxes attributable
to the Separate Account or determine that such taxes will be incurred, We may
assess a charge for taxes against the policy in the future.

Page 14

<PAGE>

THE CONTRACT

ENTIRE CONTRACT
The entire contract consists of this policy and the application, a copy of which
is attached. The contract is made in consideration of the application and the
payment of the Initial Premium. We will not use any statement to cancel this
policy or to defend a claim under it, unless that statement is contained in an
attached written application. All statements in the application will, in the
absence of fraud, be deemed representations and not warranties.

MODIFICATION
The only way this contract may be modified is by a written agreement signed by
Our President, or one of Our Vice Presidents, Secretaries or Assistant
Secretaries.

NON-PARTICIPATION
This policy is non-participating. It does not share in Our surplus earnings, so
You will receive no dividends under it.

MISSTATEMENT OF AGE AND/OR SEX
On the date of death of the Insured, the Death Benefit will be reduced or
increased by the difference between the Death Benefit at the misstated age
and/or sex of the Insured and the Death Benefit that would have been provided by
the last cost of insurance charge at the correct age and/or sex of the Insured,
if:

(a) the age of the Insured is misstated; or
(b) the sex of an Insured is misstated.

SUICIDE
If, within 2 years from the Date of Issue, the Insured dies by suicide, while
sane or insane, Our liability will be limited to the premiums paid less
Indebtedness and less any partial surrenders.

If, within 2 years from the effective date of any increase the Face Amount for
which evidence of insurability was obtained, the Insured dies by suicide, while
sane or insane, Our liability with respect to the increase in the Face Amount
will be limited to the additional premium paid which increased the Face Amount.

INCONTESTABILITY
We cannot contest this policy after it has been in force, during the Insured's
lifetime, for 2 years from its Date of Issue.

Any increase in the Face Amount for which evidence of insurability was obtained,
will be incontestable only after the increase has been in force, during the
Insured's lifetime, for 2 years from the effective date of the increase.

SEPARATE ACCOUNTS
We will have exclusive and absolute ownership and control of the assets of Our
Separate Accounts. The assets of a Fund will be available to cover the
liabilities of Our general account only to the extent that those assets exceed
the liabilities of that Separate Account arising under the variable life
insurance contracts supported by that Separate Account. The assets of a Fund
will be valued at least as often as any contract benefits vary, but at least
monthly. Our determination of the value of an Accumulation Unit by the method
described in this policy will be conclusive. The investment policy of the
Separate Account will not be changed without the approval of The Insurance
Commissioner of the state where this policy is issued for delivery.

Page 15

<PAGE>

THE CONTRACT (CONTINUED)

REPORTS TO THE OWNER
We will send You a report at least once each Policy Year showing:

(a) the current Account Value, Cash Value and Face Amount;
(b) the premiums paid, Monthly Deduction Amounts and loans since the last
report;
(c) the amount of any Indebtedness;
(d) notifications required by the provisions of this policy; and
(e) any other information required by the Insurance Department of the state
where this policy was delivered.

We will send you any shareholder reports of the Funds and any other notices,
reports or documents required by law.

OWNERSHIP AND BENEFICIARY

CHANGE OF OWNER OR BENEFICIARY
The Owner and Beneficiary will be those named in the application until You
change them. To change the Owner or Beneficiary, notify Us In Writing while the
Insured is alive. After We receive written notice, the change will be effective
as of the date You signed such notice, whether or not the Insured is living when
We receive it. However, the change will be subject to any payment We made or
actions We may have taken before We received the request.

ASSIGNMENT
You may assign this policy. Until You notify Us In Writing, no assignment will
be effective against Us. We are not responsible for the validity of any
assignment.

VOTING RIGHTS
The Company shall notify the Owner of any Fund shareholders meeting at which the
shares held for the Owner's Account may be voted and shall also send proxy
materials and a form of instruction by means of which the Owner can instruct the
Company with respect to the voting of the shares held for the Owner's Account.
In connection with the voting of Fund shares held by it, the Company shall
arrange for the handling and tallying of proxies received from Owners. The
Company will vote the Fund shares held by it in accordance with the instructions
received form the Owners having the right to give voting instructions. If an
Owner desires to attend any meeting which shares held for the Owner's benefit
may be voted, the owner may request the Company to furnish a proxy or otherwise
arrange for the exercise of voting rights with respect to the Fund shares held
for such Owner's Account.

In the event that the Owner gives no instructions or leaves the manner of voting
discretionary, the Company will vote such shares of the appropriate Fund in the
same proportion as shares of that Fund for which instructions have been
received. Also, the Company will vote the Fund shares in this proportionate
manner which are held by the Company for its own Account.

SUBSTITUTION
The Company reserves the right to substitute the 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 provided that the substitution
has been approved by the Securities and Exchange Commission.

Page 16

<PAGE>

OWNERSHIP AND BENEFICIARY (CONTINUED)

CHANGE IN THE OPERATION OF THE SEPARATE ACCOUNT
At the Company's election and subject to any necessary vote by persons
having the right to give instructions with respect to the voting of
the Fund shares held by the Sub-Accounts, the Variable Account may be
operated as a management company under the Investment Company Act of 1940
or it may be deregistered under the Investment Company Act of 1940 in
the event registration is no longer required. Deregistration of the
Variable Account requires an order by the Securities and Exchange Commission.

OWNER'S RIGHTS
While the Insured is alive and no Beneficiary is irrevocably named, You may:

(a) exercise all the rights and options that this policy provides or that
We permit;
(b) assign this policy; and
(c) agree with Us to any change to this policy.

NO NAMED BENEFICIARY
If no named Beneficiary survives the Insured, then, unless this policy provides
otherwise:

(a) You will be the Beneficiary; or
(b) if You are the Insured, Your estate will be the Beneficiary.

EXCHANGE OPTION

If this policy is in effect, You may exchange it any time during the 24 months
following its Date of Issue for a permanent life insurance contract offered by
Us on the life of the Insured without evidence of insurability.

The new policy will be issued by Us:

1. with an amount at risk which equals or is less than the amount at risk
in effect on the Exchange Date;
2. with premiums based on the same risk classification as this policy.

This exchange is subject to adjustments in payments and Account Values to
reflect variances, if any, in the payments and Account Values under this policy
and the new policy.

INCOME SETTLEMENT OPTIONS

GENERAL
The Cash Surrender Value or the Death Proceeds may be paid in a lump sum or may
be applied to one the following payment options. The minimum amount that my be
placed under a payment option is $5,000, unless We consent to a lesser amount.
Under Options 2, 3 and 4, no surrender or partial withdrawals are permitted
after payments commence. Full surrender of partial withdrawals may be made from
Options 1 or 6, but they are subject to the surrender charge, if applicable.
Only a full surrender is allowed from Option 5. A surrender from Option 5 will
also be subject to the surrender charge, if applicable.

We will pay interest of at least 3 1/2% per year on the Death Proceeds from the
date of the Insured's death to the date payment is made or an Income Settlement
Option is elected. At such time the proceeds are not subject to the investment
experience of a Separate Account.

Page 17

<PAGE>

INCOME SETTLEMENT OPTIONS (CONTINUED)

If any payee is a corporation, partnership, association, assignee, or fiduciary,
an option may be chosen only with Our consent.

We may pay or credit excess interest of such amount and in such manner as We
determine.

The following options are available:

OPTION 1: INTEREST INCOME
This option offers payments of interest, at the rates We declare, on the amount
applied under this option. The interest rate will never be less than 3 1/2% per
year.

OPTION 2: LIFE ANNUITY
A life annuity is an annuity payable during the lifetime of the payee and
terminating with the last payment preceding the death of the payee. This option
offers the largest payment amount of any of the life annuity options since there
is no guarantee of a minimum number of payments nor a provision for a death
benefit payable to a beneficiary.

It would be possible under this option for a payee to receive only one annuity
payment if he died prior to the due date of the second annuity payment, two if
he or she died before the date of the third annuity payment, etc.

OPTION 3: LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN
This annuity option is an annuity payable monthly during the lifetime of the
payee with the provision that payments will be made for a minimum of 120, 180,
or 240 months, as elected. If, at the death of the payee, payments have been
made for less than the minimum elected number of months, then the present value
as of the date of the payee's death, of any remaining guaranteed payments will
be paid in one sum to the beneficiaries designated unless other provisions have
been made and approved by Us.

OPTION 4: JOINT AND LAST SURVIVOR ANNUITY
An annuity payable monthly during the joint lifetime of the payee and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior to the death of the survivor.
Based on the options currently offered by Us, the payee may elect that the
payment to the survivor be less than the payment made during the joint lifetime
of the payee and a designated second person.

OPTION 5: PAYMENTS FOR A DESIGNATED PERIOD
An amount payable monthly for the number of years selected which may be from 5
to 30 years. Under this option, you may, at any time, request a full surrender
and receive, within seven days, the Cash Surrender Value.

In the event of the payee's death prior to the end of the designated period, the
present value as of the date of the payee's death, of any remaining guaranteed
payments will be paid in one sum to the beneficiary or beneficiaries designated
unless other provisions have been made and approved by Us.

Option 5 is an option that does not involve life contingencies.

Page 18

<PAGE>

INCOME SETTLEMENT OPTIONS (CONTINUED)

OPTION 6: DEATH PROCEEDS REMAINING WITH THE COMPANY
Proceeds from the Death Benefit may be left with Hartford Life. These proceeds
will remain in the Sub-Accounts 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.

ALLOCATION OF ANNUITY
If an annuity option is effected, unless otherwise specified, the Cash Surrender
Value or Death Proceeds held in the Sub-Accounts will be applied to provide a
variable annuity based on the Pro Rata amount in the various Sub-Accounts.
Fixed annuity options are also available.

VARIABLE ANNUITY AND FIXED DOLLAR ANNUITY
VARIABLE ANNUITY - A variable annuity is an annuity with payments increasing or
decreasing in amount in accordance with the net investment results of the Sub-
Accounts. After the first monthly payment for a variable annuity has been
determined by using the appropriate Variable Payment Annuity Tables below, a
number of Sub-Account Annuity Units is determined by dividing that first monthly
payment by the appropriate Sub-Account Annuity Unit value on the effective date
of the annuity payments. The Annuity Unit value for each Sub-Account will
depend on the investment experience of the applicable Funds.

Once variable annuity payments have begun, the number of Annuity Units remains
fixed with respect to a particular Sub-Account. If the Owner elects that
continuing annuity payments be based on a different Sub-Account, the number will
change effective with that election but will remain fixed in number following
such election.

The dollar amount of the second and subsequent variable annuity payments is not
predetermined and may increase or decrease from month to month. The actual
amount of each variable annuity payment after the first is determined by
multiplying the number of Sub-Account Annuity Units by the Sub-Account Annuity
Unit value. The Sub-Account Annuity Unit value will be determined no earlier
than the fifth Valuation Day preceding the date the annuity payment is due.

FIXED DOLLAR ANNUITY - A fixed dollar annuity is an annuity with payments which
remain fixed as to dollar amount throughout the payment period. Fixed annuity
payments are determined by multiplying the amount applied to the annuity by a
rate to be determined by Us which is not less than the rate specified in the
Fixed Payment Annuity Tables below. The annuity payment will remain level for
the duration of the annuity.

DESCRIPTION OF TABLES
The attached tables show the minimum dollar amount of the first monthly payments
for each $1,000 applied under the options. Under Option 2 and 3, the amount of
each payment will depend upon the age and sex of the payee at the time the first
payment is due. Under Option 4, the amount of each payment will depend upon the
sex of both payees and their ages at the time the first payment is due.

The variable payment annuity tables for Options 2, 3 and 4 are based on the
1983a Individual Annuity Mortality Table with ages set back one year and an
interest rate of 5% per year. The table for Option 5 is based on an interest
rate of 5% per year.

The fixed annuity payment tables for Options 2, 3 and 4 are based on the 1983a
Individual Annuity Mortality Table with ages set back one year and an interest
rate of 3% per year. The table for Option 5 is based on an interest rate of 3%
per year.

Page 19

<PAGE>

VARIABLE PAYMENT ANNUITY TABLES
AMOUNT OF FIRST MONTHLY PAYMENT
FOR EACH $1,000 APPLIED TO VARIABLE PAYMENT ANNUITIES

Second and subsequent annuity payments, when based on the investment experience
of a Separate Account, are variable and are not guaranteed as to fixed dollar
amount.

SINGLE LIFE ANNUITIES

Male Payee Female Payee
---------- ------------

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 $4.68 $4.67 $4.66 $4.64 $4.52 $4.52 $4.51 $4.50
40 4.86 4.85 4.82 4.79 4.65 4.65 4.64 4.62
45 5.10 5.07 5.03 4.97 4.83 4.82 4.80 4.77
50 5.41 5.35 5.28 5.20 5.06 5.04 5.01 4.97
51 5.48 5.41 5.34 5.24 5.12 5.09 5.06 5.01
52 5.55 5.48 5.40 5.30 5.17 5.14 5.11 5.05
53 5.63 5.55 5.46 5.35 5.23 5.20 5.16 5.10
54 5.71 5.63 5.53 5.40 5.30 5.26 5.22 5.15
55 5.80 5.70 5.60 5.45 5.37 5.33 5.28 5.20
56 5.89 5.79 5.67 5.51 5.44 5.40 5.34 5.26
57 5.99 5.88 5.74 5.57 5.52 5.47 5.40 5.31
58 6.10 5.97 5.82 5.62 5.60 5.54 5.47 5.37
59 6.21 6.07 5.90 5.68 5.69 5.62 5.54 5.43
60 6.33 6.17 5.98 5.74 5.79 5.71 5.62 5.49
61 6.46 6.28 6.07 5.80 5.89 5.80 5.70 5.55
62 6.60 6.40 6.16 5.86 6.00 5.90 5.78 5.61
63 6.75 6.52 6.25 5.91 6.11 6.00 5.86 5.67
64 6.91 6.64 6.34 5.97 6.23 6.11 5.95 5.74
65 7.09 6.78 6.43 6.02 6.37 6.22 6.04 5.80
66 7.27 6.91 6.52 6.08 6.51 6.34 6.14 5.87
67 7.47 7.06 6.62 6.12 6.66 6.47 6.24 5.93
68 7.68 7.21 6.71 6.17 6.82 6.60 6.34 5.99
69 7.91 7.36 6.81 6.22 7.00 6.74 6.44 6.05
70 8.15 7.52 6.90 6.26 7.19 6.89 6.54 6.11
75 9.65 8.35 7.30 6.41 8.41 7.74 7.06 6.34
80 11.78 9.16 7.59 6.48 10.24 8.70 7.46 6.46
85 14.73 9.80 7.74 6.51 13.00 9.55 7.69 6.50
90 18.62 10.21 7.80 6.51 17.00 10.10 7.79 6.51

</TABLE>

JOINT AND LAST SURVIVOR

Age of Age of Female Payee
Male 35 40 45 50 55 60 65 70 75 80 85 90
Payee
- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $4.38 $4.42 $4.47 $4.52 $4.56 $4.59 $4.62 $4.64 $4.65 $4.66 $4.67 $4.68
40 4.41 4.47 4.54 4.60 4.66 4.71 4.75 4.79 4.81 4.83 4.85 4.85
45 4.43 4.51 4.60 4.68 4.77 4.85 4.91 4.97 5.01 5.05 5.07 5.08
50 4.45 4.55 4.65 4.76 4.88 5.00 5.10 5.19 5.26 5.31 5.35 5.37
55 4.47 4.57 4.70 4.84 4.99 5.15 5.30 5.44 5.56 5.65 5.71 5.75
60 4.49 4.60 4.73 4.90 5.09 5.30 5.52 5.73 5.92 6.07 6.17 6.24
65 4.50 4.61 4.76 4.95 5.17 5.43 5.73 6.04 6.34 6.59 6.79 6.91
70 4.50 4.63 4.78 4.98 5.23 5.54 5.92 6.34 6.79 7.21 7.55 7.80
75 4.51 4.64 4.80 5.01 5.28 5.63 6.07 6.60 7.22 7.87 8.46 8.91
80 4.51 4.64 4.81 5.03 5.31 5.69 6.18 6.81 7.60 8.52 9.45 10.24
85 4.52 4.65 4.82 5.04 5.34 5.73 6.25 6.96 7.89 9.07 10.40 11.67
90 4.52 4.65 4.82 5.05 5.35 5.75 6.30 7.05 8.09 9.49 11.21 13.03

</TABLE>

PAYMENT FOR A DESIGNATED PERIOD

No. Monthly No. Monthly No. Monthly No. Monthly No. Monthly No. Monthly
of Payment of Payment of Payment of Payment of Payment of Payment
Years Amounts Years Amounts Years Amounts Years Amounts Years Amounts Years Amounts
- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- -------
<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>

The monthly payment for any combination of ages not shown will be quoted upon
request.

Page 20

<PAGE>

FIXED PAYMENT ANNUITY TABLES
AMOUNT OF MONTHLY PAYMENTS
FOR EACH $1,000 APPLIED TO
FIXED PAYMENT ANNUITIES

Payments are fixed and are guaranteed as to fixed dollar amount.

SINGLE LIFE ANNUITIES

<TABLE>
<CAPTION>
Male Payee Female Payee
---------- ------------

Monthly Payments Guaranteed Monthly Payments Guaranteed

-------------------------------- --------------------------------
None 120 180 240 None 120 180 240
<S> <C> <C> <C> <C> <C> <C> <C> <C>
35 $3.41 $3.40 $3.39 $3.38 $3.23 $3.23 $3.22 $3.22
40 3.61 3.60 3.58 3.56 3.39 3.38 3.38 3.37
45 3.87 3.85 3.82 3.77 3.59 3.58 3.57 3.55
50 4.19 4.15 4.10 4.03 3.84 3.83 3.81 3.77
51 4.27 4.22 4.17 4.08 3.90 3.89 3.86 3.82
52 4.34 4.29 4.23 4.14 3.97 3.95 3.92 3.88
53 4.43 4.37 4.30 4.20 4.03 4.01 3.98 3.93
54 4.51 4.45 4.37 4.26 4.10 4.08 4.04 3.99
55 4.60 4.54 4.45 4.32 4.18 4.15 4.11 4.04
56 4.70 4.62 4.53 4.39 4.25 4.22 4.18 4.11
57 4.80 4.72 4.61 4.45 4.34 4.30 4.25 4.17
58 4.91 4.82 4.69 4.51 4.42 4.38 4.32 4.23
59 5.03 4.92 4.78 4.58 4.52 4.47 4.40 4.30
60 5.15 5.03 4.87 4.64 4.61 4.56 4.48 4.37
61 5.28 5.14 4.96 4.71 4.72 4.66 4.57 4.44
62 5.42 5.26 5.06 4.78 4.83 4.76 4.66 4.51
63 5.57 5.39 5.16 4.84 4.95 4.86 4.75 4.58
64 5.74 5.52 5.26 4.90 5.07 4.98 4.85 4.65
65 5.91 5.66 5.36 4.96 5.21 5.10 4.95 4.72
66 6.10 5.81 5.46 5.02 5.35 5.22 5.05 4.79
67 6.29 5.96 5.56 5.08 5.51 5.36 5.16 4.85
68 6.50 6.11 5.66 5.13 5.67 5.50 5.26 4.93
69 6.73 6.28 5.76 5.18 5.85 5.65 5.37 5.00
70 6.97 6.44 5.86 5.23 6.04 5.80 5.49 5.06
75 8.45 7.32 6.31 5.40 7.26 6.69 6.04 5.32
80 10.55 8.17 6.62 5.48 9.07 7.69 6.48 5.45

</TABLE>

JOINT AND LAST SURVIVOR ANNUITY

Age of Age of Female Payee
Male 35 40 45 50 55 60 65 70 75 80
Payee
- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $3.07 $3.14 $3.20 $3.25 $3.30 $3.33 $3.35 $3.37 $3.39 $3.40
40 3.11 3.20 3.28 3.36 3.42 3.48 3.52 3.55 3.57 3.59
45 3.15 3.25 3.36 3.46 3.56 3.64 3.71 3.76 3.80 3.83
50 3.17 3.29 3.42 3.56 3.69 3.82 3.92 4.01 4.08 4.12
55 3.19 3.32 3.47 3.54 3.81 3.99 4.16 4.29 4.40 4.48
60 3.20 3.34 3.51 3.70 3.92 4.15 4.39 4.61 4.79 4.93
65 3.21 3.36 3.54 3.75 4.00 4.29 4.61 4.94 5.24 5.48
70 3.22 3.37 3.56 3.78 4.06 4.40 4.80 5.25 5.70 6.12
75 3.22 3.38 3.57 3.81 4.11 4.48 4.95 5.51 6.15 6.80
80 3.23 3.38 3.58 3.82 4.14 4.54 5.05 5.71 6.52 7.45

</TABLE>

PAYMENTS FOR A DESIGNATED PERIOD

No. Monthly No. Monthly No. Monthly No. Monthly No. Monthly No. Monthly
of Payment of Payment of Payment of Payment of Payment of Payment
Years Amounts Years Amounts Years Amounts Years Amounts Years Amounts Years Amounts
<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>

The monthly payment for any combination of ages not shown will be quoted upon
request.

Page 21

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
HARTFORD, CONNECTICUT 06104-2999
(A STOCK INSURANCE COMPANY)

NATIONAL SERVICE CENTER ADDRESS:
P.O. BOX 59179
MINNEAPOLIS, MINNESOTA 55459

CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
DEATH PROCEEDS PAYABLE AT DEATH
NON-PARTICIPATING

MODIFIED SINGLE PREMIUM VARIABLE
LIFE INSURANCE POLICY

Page 22

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
HARTFORD, CONNECTICUT 06104-2999
(A STOCK INSURANCE COMPANY)

NATIONAL SERVICE CENTER ADDRESS:
P.O. BOX 59179
MINNEAPOLIS, MINNESOTA 55459

Will pay the Death Proceeds to the Beneficiary upon receipt at Our National
Service Center in Minneapolis, Minnesota of due proof of the Last Surviving
Insured's death while this policy was in force. You must notify Us In Writing
and give Us due proof of the first death of the Insureds as soon as possible
after the first death.

Signed for the Company

Bruce D. Gardner, SECRETARY Lowndes A. Smith, PRESIDENT

READ YOUR POLICY CAREFULLY
This is a legal contract between You and Us.

RIGHT TO EXAMINE POLICY

We want You to be satisfied with the policy You have purchased. We urge You to
examine it closely. If, for any reason, You are not satisfied, You may deliver
or mail the policy to Us or to the agent from whom it was purchased within ten
(10) days after You receive it. In such event, the policy will be rescinded
and We will pay an amount equal to the greater of the premiums paid for the
policy or the sum of (i) the Account Value on the date the returned policy is
received by Us or the agent from whom it was purchased and, (ii) any deductions
under the policy or by the funds for taxes, charges or fees.

CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
DEATH PROCEEDS PAYABLE AT DEATH OF LAST SURVIVING INSURED
NON-PARTICIPATING

THE DEATH PROCEEDS AND CASH VALUES PROVIDED BY THIS CONTRACT ARE BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT. THEY ARE VARIABLE AND NOT
GUARANTEED AS TO A FIXED DOLLAR AMOUNT. SEE PAGE 6 FOR A DESCRIPTION OF THE
DEATH BENEFIT.

LAST SURVIVOR MODIFIED SINGLE PREMIUM
VARIABLE LIFE INSURANCE POLICY

<PAGE>

TABLE OF CONTENTS

Page

Policy Specifications 3

Definitions 5

Death Benefit 6

Premiums 7

Valuation Provisions 8

Account Value, Cash Value and Cash Surrender Value 9

Monthly Deduction Amount 10

Annual Maintenance Fee 11

Transfers 11

Termination and Maturity Date 12

Reinstatement 12

Full Surrender 13

Partial Surrenders, Annual Withdrawal Amount, and Surrender Charges 13

Policy Loans 14

Payments by Us 15

Taxation 15

The Contract 15

Ownership and Beneficiary 17

Exchange Option 18

Income Settlement Options 18

Page 2

<PAGE>

[insert specs]

Page 3

<PAGE>

[insert specs]

Page 4

<PAGE>

DEFINITIONS

The definitions in this section apply to the following words and phrases
whenever and wherever they appear in this policy.

ACCOUNT: any of the Sub-Accounts.

ACCOUNT VALUE: the value of the Sub-Accounts and the Loan Account.

ACCUMULATION UNIT: an accounting unit used to calculate the value of a Sub-
Account.

ATTAINED AGE: the Issue Age plus the number of fully completed Policy Years.

ANNUITY UNIT: An accounting unit of measure used to calculate the amount of
annuity payments under the variable annuity option.

CASH SURRENDER VALUE: the Cash Value less all Indebtedness.

CASH VALUE: the Account Value less any applicable Surrender Charges and Premium
Tax Charge due upon surrender.

DATE OF ISSUE: the date shown on Page 3 from which Suicide and Incontestability
provisions are measured.

DEATH PROCEEDS: the amount which We will pay upon the death of the Last
Surviving Insured.

FUNDS: the registered open end management investment companies in which the
assets of the Separate Account may be invested.

INITIAL FACE AMOUNT: the amount shown on Page 3.

INSURED: the persons whose lives are insured under this policy as shown on Page
3.

IN WRITING: in a written form satisfactory to Us.

ISSUE AGE: as of the Policy Date, the Insureds' age on their last birthday.

LAST SURVIVING INSURED: the Insured who survives after the death of one of the
Insureds shown on Page 3. If both Insureds die simultaneously, the Last
Surviving Insured will be the younger Insured.

Page 5

<PAGE>

DEFINITIONS (CONTINUED)

MATURITY DATE: the date, shown on Page 3, on which the policy will mature.

OWNER: the owner of the policy as shown on Page 3.

POLICY ANNIVERSARY: an anniversary of the Policy Date. Similarly, Policy Years
are measured from the Policy Date.

POLICY DATE: the date shown on Page 3 from which Policy Anniversaries and
Policy Years are determined.

POLICY LOAN RATE: the interest rate charged on policy loans.

PREMIUM TAX CHARGE: the amount of tax charged by a state, or municipal entity
on premium payments or Account Values. We pay the premium tax in a single sum
to the appropriate entity and amortize it to the policyholder over the first 10
years. If the policy is surrendered within 10 years of the Policy Date, any
unamortized premium tax will be collected on the surrender date.

PRO-RATA BASIS: an allocation method based on the proportion of the Account
Value in each Sub-Account.

SUB-ACCOUNTS: the subdivisions of the Separate Account. These are shown on
Page 3.

VALUATION DAY: the date on which a Sub-Account is valued. This occurs every
day We are open and the New York Stock Exchange is open for trading.

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

YOU, YOUR: the Owner of the policy.

WE, US, OUR, the COMPANY: Hartford Life Insurance Company.

DEATH BENEFIT

GENERAL
On any day the Death Benefit is the greater of: (a) the Face Amount on date of
the Last Surviving Insured's death; and (b) the Minimum Death Benefit described
below.

Page 6

<PAGE>

DEATH BENEFIT (CONTINUED)

DEATH PROCEEDS
The Death Proceeds are the amount which We will pay on the death of the Last
Surviving Insured. This equals the Death Benefit less any Loans and less any
due and unpaid Monthly Deduction Amounts occurring during a Grace Period.

If the Last Surviving Insured dies after We receive a written request from You
to surrender the policy, the Death Proceeds will not be paid. We will pay You
the Cash Surrender Value instead.

NOTIFICATION OF FIRST DEATH OF THE INSUREDS
You must notify Us In Writing and give Us due proof of the first death of the
Insureds as soon as possible after the death.

PREMIUMS

GENERAL
All premiums are payable either:

(a) to Us at the address shown on the premium notice; or
(b) to Our authorized agent in exchange for a receipt signed by Our President
or Secretary and countersigned by such agent.

Checks should be made payable to The Company.

Page 7

<PAGE>

PREMIUMS (CONTINUED)

PREMIUM ALLOCATION
The Initial Premium will be allocated to the Money Market Sub-Account on the
date We receive the premium, or the Policy Date if it occurs after the date We
receive the premium.

The Accumulated Value in this Money Market Sub-Account will then be allocated
to the Sub-Accounts, in whole percentages according to the premium allocation
specified in the application, on the later of:

(a) the expiration of the Right to Examine period specified on Page 1; and
(b) the date We receive the final requirement to put the policy in force.

Any additional Premiums received by Us prior to such date will be allocated to
the Money Market Sub-Account.

Upon written request, You may change the premium allocation. Subsequent
Premiums will be allocated to the Sub-Accounts according to Your most recent
instructions.

GRACE PERIOD
This policy will terminate 61 days after a Monthly Activity Date on which the
Cash Surrender Value is less than zero. The 61-day period is the Grace Period.
If sufficient premium is not paid by the end of the Grace Period, the policy
will terminate without value. The Company will mail the Owner and any assignee
written notice of the amount of premium that will be required to continue this
policy in force at last 61 days before the end of the Grace Period. The premium
required will be no greater than the amount required to pay three Monthly
Deduction Amounts as of the day the Grace Period began. If that premium is not
paid by the end of the Grace Period, this policy will terminate.

VALUATION PROVISIONS

Page 8

<PAGE>

VALUATION PROVISION (CONTINUED)

ACCOUNT VALUE, CASH VALUE, AND
CASH SURRENDER VALUE

On each subsequent Monthly Activity Date, Your Account Value equals:

On each Valuation Day (other than a Monthly Activity Date), Your Account Value
equals:

(a) the sum of Your Accumulated Values in the Sub-Accounts; plus
(b) the value of Your Loan Account, if any.

ACCUMULATED VALUE - SUB-ACCOUNTS
Your Accumulated Value in any Sub-Account equals:

(a) the number of Your Accumulation Units in that Sub-Account on the Valuation
Day; multiplied by
(b) that Sub-Account's Accumulation Unit Value on the Valuation Day.

Page 9

<PAGE>

ACCOUNT VALUE, CASH VALUE, AND
CASH SURRENDER VALUE (CONTINUED)

CASH VALUE AND SURRENDER CHARGES
A Surrender Charge, if applicable, will be subtracted from the Account Value to
determine the Cash Value. The Surrender Charge and the Policy Years during
which it will be applied are shown on Page 4A.

MONTHLY DEDUCTION AMOUNT

GENERAL
The Monthly Deduction Amount equals:

(a) the Cost of Insurance Charge; plus
(b) the Administrative Charge; plus
(c) the Mortality and Expense Risk Charge; plus
(d) the Tax Expense Charge.

The Monthly Deduction Amount will be taken on a Pro-Rata Basis from the Sub-
Accounts on each Monthly Activity Date.

COST OF INSURANCE CHARGE
The Maximum Cost of Insurance charge for any Monthly Activity Date is equal to:

(a) the Maximum Cost of Insurance rate per $1,000 shown on Page 4; multiplied
by
(b) the coverage amount; divided by
(c) $1,000.

On any Monthly Activity Date the coverage amount equals the Death Benefit less
the Account Value on that date prior to assessing the Monthly Deduction Amount.

We can use Cost of Insurance Charges that are lower than the Maximum Cost of
Insurance Rates shown on Page 4. Charges will be determined based on Our
expectation as to future experience. Any change We make will be on a uniform
basis for Insureds for the same Issue Age, sex, premium band, and insurance
class and whose coverage has been in force for the same length of time. No
change in insurance class or cost will occur on account of deterioration of the
Insured's health.

ADMINISTRATIVE CHARGE
The Administrative Charge for any Monthly Activity Date is equal to:

(a) the Administration Annual Rate divided by 12; multiplied by
(b) the sum of Your Accumulated Values in the Sub-Accounts on the Monthly
Activity Date, prior to assessing the Monthly Deduction Amount.

The Administration Annual Rate is that shown on Page 4A.

Page 10

<PAGE>

MONTHLY DEDUCTION AMOUNT (CONTINUED)

MORTALITY AND EXPENSE RISK CHARGE
The Mortality and Expense Risk Charge for any Monthly Activity Date is equal to:

(a) the Mortality and Expense Risk Annual Rate divided by 12; multiplied by
(b) the sum of Your Accumulated Values in the Sub-Accounts on the Monthly
Activity Date, prior to assessing the Monthly Deduction Amount.

The Mortality and Expense Risk Annual Rate is that shown on Page 4A.

TAX EXPENSE CHARGE
The Tax Expense Charge for any Monthly Activity Date occurring during the first
ten years of the Policy is equal to:

(a) the Tax Expense Rate divided by 12; multiplied by
(b) the Account Value on the Monthly Activity Date, prior to assessing the
Monthly Deduction Amount.

The Tax Expense Rate is the sum of the Internal Revenue Code section 848 Rate
and the State Premium Tax Annual Rate shown on Page 4A. If You surrender this
policy in full within 9 years of the Policy Date, any Premium Tax due and unpaid
will be deducted from Your Cash Value at surrender.

ANNUAL MAINTENANCE FEE

An Annual Maintenance Fee shown on Page 4A will be taken on a Pro-Rata Basis
from the Sub-Accounts if applicable on the Policy Date and each subsequent
Policy Anniversary.

TRANSFERS

The right to reallocate Account Values between the Accounts is subject to
modification if the Company determines, in its sole opinion, that the exercise
of that right by one or more Owners is, or would be, to the disadvantage of
other 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,
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 Owner, or limiting the dollar amount that may
be transferred between the Sub-Accounts by a 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 the Company
to be to the disadvantage of other Owners.

Page 11

<PAGE>

TRANSFERS (CONTINUED)

1. the amount transferred; by
2. the Accumulation Unit Value for that Sub-Account as of the next Valuation
Day after We receive Your request for transfer In Writing.

In the event of a transfer to a Sub-Account, We will increase the number of
Accumulation Units credited to that Sub-Account. The increase will equal:

1. the amount transferred; divided by
2. the Accumulation Unit Value for that Sub-Account as of the next Valuation
Day after We receive Your request for transfer In Writing.

TERMINATION AND MATURITY DATE

TERMINATION
The policy will terminate upon the earliest of the following events:

(a) Maturity Date of the policy; or
(b) Full surrender of the policy; or
(c) the end of the Grace Period; or
(d) the death of the Last Surviving Insured.

MATURITY DATE
No insurance coverage will be effective on or after the Maturity Date. Any Cash
Surrender Value as of the Maturity Date will be paid to You.

REINSTATEMENT

Prior to the death of the Last Surviving Insured, and unless this policy has
been surrendered for cash, the policy may be reinstated prior to the Maturity
Date provided:

(a) the Insureds alive at the end of the date of lapse are also alive on the
date of reinstatement;
(b) You make Your request within five years;
(c) satisfactory evidence of insurability is submitted;
(d) any policy loan is repaid or reinstated; and
(e) sufficient premium must be paid to:
(i) cover all Monthly Deduction Amounts and Annual Maintenance Fee that
are due and unpaid during the Grace Period, and
(ii) keep the policy in force for three months after the date of
reinstatement.

Page 12

<PAGE>

REINSTATEMENT (CONTINUED)

The Face Amount of the reinstated policy cannot exceed the Face Amount at the
time of lapse. The Account Value on the reinstatement date will reflect:

(a) the Account Value at the time of termination; plus
(b) Premiums attributable to premiums paid at the time of reinstatement.

The Surrender Charges will be based on the number of policy years from the
original Policy Date.

Upon reinstatement, any Indebtedness at the time of termination must be repaid
or carried over to the reinstated policy.

FULL SURRENDER

The amount You will receive will be the Account Value less:

(a) any Policy Loans;
(b) any applicable due and unpaid Premium Tax charges as specified on Page 4A;
(c) any applicable surrender charge as specified on Page 4A.

PARTIAL SURRENDERS, ANNUAL WITHDRAWAL AMOUNT
AND SURRENDER CHARGES

PARTIAL SURRENDERS
You may request, in writing, a partial surrender of Cash Surrender Values at any
time before the Maturity Date provided the Cash Surrender Value remaining after
the surrender is at least equal to Our minimum premium amount rules then in
effect. If the remaining Cash Surrender Value following such surrender is less
than Our minimum premium amount rules, We will terminate the policy and pay the
Cash Surrender Value. Unless specified otherwise, the partial surrender will be
deducted on a Pro-Rata Basis from the Sub-Accounts. The Face Amount of the
policy will be reduced proportional to the reduction in account value due to the
partial surrender. 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.

Page 13

<PAGE>

PARTIAL SURRENDERS, ANNUAL WITHDRAWAL AMOUNT
AND SURRENDER CHARGES (CONTINUED)

After the ninth Policy Year, all surrenders will be free of surrender charges
and due and unpaid premium tax charges. Only the Annual Maintenance Fee will be
charged.

No surrender charges will be assessed in the event the Policy terminates due to
the death of the Insured, or upon the exercise of the Annual Withdrawal Amount.

POLICY LOANS

LOAN AMOUNTS
Any new loan taken may not exceed 90% of the Cash Value less 100% of existing
loans, if any, on the date We grant a loan. Loan amounts will be subject to Our
minimum rules then in effect. Before advancing the loan amount, We may withhold
an amount sufficient to pay interest on total loans to the end of the Policy
Year and any Monthly Deduction Amounts due on or before the next Policy
Anniversary. All loan amounts will be transferred from the Sub-Accounts to the
Loan Account. Unless You specify otherwise, the amounts will be transferred on
a Pro-Rata Basis.

CREDITED INTEREST
Except for Preferred Loans described below, the Loan Account will be credited
with interest at a rate equal to the Policy Loan Rate applicable to that
Indebtedness, minus 2%.

Page 14

<PAGE>

POLICY LOANS (CONTINUED)

LOAN REPAYMENTS
All or part of a loan may be repaid at any time that:

(a) the policy is in force;
(b) the Last Surviving Insured is alive.

However, each payment must be at least $50.

The amount of a loan repayment will be deducted from the Loan Account and will
be allocated among the Sub-Accounts in the same percentage as premiums are
allocated.

PAYMENTS BY US

TAXATION

We do not expect to incur any federal, state or local income tax on the earnings
or realized capital gains attributable to the Separate Account. Based upon
these expectations, no charge is currently being made to the Separate Account
for federal, state or local income taxes. If We incur income taxes
attributable to the Separate Account or determine that such taxes will be
incurred, We may assess a charge for taxes against the policy in the future.

THE CONTRACT

Page 15

<PAGE>

THE CONTRACT (CONTINUED)

MODIFICATION
The only way this contract may be modified is by a written agreement signed by
Our President, or one of Our Vice Presidents, Secretaries or Assistant
Secretaries.

NON-PARTICIPATION
This policy is non-participating. It does not share in Our surplus earnings, so
You will receive no dividends under it.

MISSTATEMENT OF AGE
On the date of death of the Last Surviving Insured, the Death Benefit will be
reduced or increased by the difference between the Death Benefit at the
misstated ages and/or sexes of the Insureds and the Death Benefit that would
have been provided by the last cost of insurance charge at the correct
ages and/or sexes of the Insureds, if:

(a) the age of an Insured is misstated; or
(b) the sex of an Insured is misstated.

SUICIDE
If, within 2 years from the Date of Issue, either of the Insureds die
by suicide, while sane or insane, Our liability will be limited to the
premiums paid less Indebtedness and less any partial surrenders.

If, within 2 years from the effective date of any increase the Face Amount for
which evidence of insurability was obtained, either of the Insureds die by
suicide, while sane or insane, Our liability with respect to the increase in
the Face Amount will be limited to the additional premium paid which increased
the Face Amount.

INCONTESTABILITY
With regard to the life of each Insured, we cannot contest this policy after it
has been in force, during the Insured's lifetime, for 2 years from its Date of
Issue.

SEPARATE ACCOUNTS
We will have exclusive and absolute ownership and control of the assets of Our
Separate Accounts. The assets of a Fund will be available to cover the
liabilities of Our general account only to the extent that those assets exceed
the liabilities of that Separate Account arising under the variable life
insurance contracts supported by that Separate Account. The assets of a Fund
will be valued at least as often as any contract benefits vary, but at least
monthly. Our determination of the value of an Accumulation Unit by the method
described in this policy will be conclusive. The investment policy of the
Separate Account will not be changed without the approval of the Insurance
Commissioner of the state where this policy is issued for delivery.

Page 16

<PAGE>

THE CONTRACT (CONTINUED)

REPORTS TO THE OWNER
We will send You a report at least once each Policy Year showing:

We will send you any shareholder reports of the Funds and any other notices,
reports or documents required by law.

OWNERSHIP AND BENEFICIARY

CHANGE OF OWNER OR BENEFICIARY
The Owner and Beneficiary will be those named in the application until You
change them. To change the Owner or Beneficiary, notify Us In Writing while the
Last Surviving Insured is alive. After We receive written notice, the change
will be effective as of the date You signed such notice, whether or not the Last
Surviving Insured is living when We receive it. However, the change will be
subject to any payment We made or actions We may have taken before We received
the request.

ASSIGNMENT
You may assign this policy. Until You notify Us In Writing, no assignment will
be effective against Us. We are not responsible for the validity of any
assignment.

VOTING RIGHTS
The Company shall notify the Owner of any Fund shareholders meeting at which the
shares held for the Owner's Account may be voted and shall also send proxy
materials and a form of instruction by means of which the Owner can instruct the
Company with respect to the voting of the shares held for the Owner's Account.
In connection with the voting of Fund shares held by it, the Company shall
arrange for the handling and tallying of proxies received from Owners. The
Company will vote the Fund shares held by it in accordance with the instructions
received from the Owners having the right to give voting instructions. If an
Owner desires to attend any meeting which shares held for the Owner's benefit
may be voted, the owner may request the Company to furnish a proxy or otherwise
arrange for the exercise of voting rights with respect to the Fund shares held
for such Owner's Account.

Page 17

<PAGE>

OWNERSHIP AND BENEFICIARY (CONTINUED)

CHANGE IN THE OPERATION OF THE SEPARATE ACCOUNT
At the Company's election and subject to any necessary vote by persons having
the right to give instructions with respect to the voting of the Fund shares
held by the Sub-Accounts, the Variable Account may be operated as a management
company under the Investment Company Act of 1940 or it may be deregistered under
the Investment Company Act of 1940 in the event registration is no longer
required. Deregistration of the Variable Account requires an order by the
Securities and Exchange Commission.

OWNER'S RIGHTS
While the Last Surviving Insured is alive and no Beneficiary is irrevocably
named, You may:

(a) exercise all the rights and options that this policy provides or that We
permit;
(b) assign this policy; and
(c) agree with Us to any change to this policy.

NO NAMED BENEFICIARY
If no named Beneficiary survives the Last Surviving Insured, then, unless this
policy provides otherwise:

(a) You will be the Beneficiary; or
(b) if You are the Insured, Your estate will be the Beneficiary.

EXCHANGE OPTION

The new policy will be issued by Us:

1. with an amount at risk which equals or is less than the amount at risk in
effect on the Exchange Date;
2. with premiums based on the same risk classification as this policy.

This exchange is subject to adjustments in payments and Account Values to
reflect variances, if any, in the payments and Account Values under this policy
and the new policy.

INCOME SETTLEMENT OPTIONS

GENERAL
The Cash Surrender Value or the Death Proceeds may be paid in a lump sum or may
be applied to one of the following payment options. The minimum amount that may
be placed under a payment option is $5,000, unless We consent to a lesser
amount. Under Options 2, 3 and 4, no surrender or partial withdrawals are
permitted after payments commence. Full surrender or partial withdrawals may be
made from Options 1 or 6, but they are subject to the surrender charge, if
applicable. Only a full surrender is allowed from Option 5. A surrender from
Option 5 will also be subject to the surrender charge, if applicable.

Page 18

<PAGE>

INCOME SETTLEMENT OPTIONS (CONTINUED)

If any payee is a corporation, partnership, association, assignee, or fiduciary,
and option may be chosen only with Our consent.

We may pay or credit excess interest of such amount and in such manner as We
determine.

The following options are available:

OPTION 1: INTEREST INCOME
This option offers payments of interest, at the rates We declare, on the amount
applied under this option. The interest rate will never be less than 3 1/2% per
year.

Page 19

<PAGE>

INCOME SETTLEMENT OPTIONS (CONTINUED)

In the event of the payee's death prior to the end of the designated period,
the present value as of the date of the payee's death, of any remaining
guaranteed payments will be paid in one sum to the beneficiary or beneficiaries
designated unless other provisions have been made and approved by Us.

Option 5 is an option that does not involve life contingencies.

Page 20

<PAGE>

INCOME SETTLEMENT OPTIONS (CONTINUED)

Page 21

<PAGE>

VARIABLE PAYMENT ANNUITY TABLES
AMOUNT OF FIRST MONTHLY PAYMENT
FOR EACH $1,000 APPLIED TO VARIABLE PAYMENT ANNUITIES

Second and subsequent annuity payments, when based on the investment experience
of a Separate Account, are variable and are not guaranteed as to fixed dollar
amount.

SINGLE LIFE ANNUITIES

MALE PAYEE FEMALE PAYEE
---------- ------------
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 $4.68 $4.67 $4.66 $4.64 $4.52 $4.52 $4.51 $4.50
40 4.86 4.85 4.82 4.79 4.65 4.65 4.64 4.62
45 5.10 5.07 5.03 4.97 4.83 4.82 4.80 4.77
50 5.41 5.35 5.28 5.20 5.06 5.04 5.01 4.97
51 5.48 5.41 5.34 5.24 5.12 5.09 5.06 5.01
52 5.55 5.48 5.40 5.30 5.17 5.14 5.11 5.05
53 5.63 5.55 5.46 5.35 5.23 5.20 5.16 5.10
54 5.71 5.63 5.53 5.40 5.30 5.26 5.22 5.15
55 5.80 5.70 5.60 5.45 5.37 5.33 5.28 5.20
56 5.89 5.79 5.67 5.51 5.44 5.40 5.34 5.26
57 5.99 5.88 5.74 5.57 5.52 5.47 5.40 5.31
58 6.10 5.97 5.82 5.62 5.60 5.54 5.47 5.37
59 6.21 6.07 5.90 5.68 5.69 5.62 5.54 5.43
60 6.33 6.17 5.98 5.74 5.79 5.71 5.62 5.49
61 6.46 6.28 6.07 5.80 5.89 5.80 5.70 5.55
62 6.80 6.40 6.16 5.85 6.00 5.90 5.78 5.61
63 6.75 6.52 6.25 5.91 6.11 6.00 5.86 5.67
64 6.91 6.64 6.34 5.97 6.23 6.11 5.95 5.74
65 7.09 6.78 6.43 6.02 6.37 6.22 6.04 5.80
66 7.27 6.91 6.52 6.08 6.51 6.34 6.14 5.87
67 7.47 7.06 6.62 6.12 6.66 6.47 6.24 5.93
68 7.68 7.21 6.71 6.17 6.82 6.60 6.34 5.99
69 7.91 7.36 6.81 6.22 7.00 6.74 6.44 6.05
70 8.15 7.52 6.90 6.26 7.19 6.89 6.54 6.11
75 9.65 8.35 7.30 6.41 8.41 7.74 7.06 6.34
80 11.78 9.16 7.59 6.48 10.24 8.70 7.46 6.46
85 14.73 9.80 7.74 6.51 13.00 9.55 7.69 6.50
90 18.62 10.21 7.80 6.51 17.00 10.10 7.79 6.51

</TABLE>

JOINT AND LAST SURVIVOR

AGE OF AGE OF FEMALE PAYEE
MALE 35 40 45 50 55 60 65 70 75 80 85 90
PAYEE
- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $4.38 $4.42 $4.47 $4.52 $4.56 $4.59 $4.62 $4.64 $4.65 $4.66 $4.67 $4.68
40 4.41 4.47 4.54 4.60 4.66 4.71 4.75 4.79 4.81 4.83 4.85 4.85
45 4.43 4.51 4.60 4.68 4.77 4.85 4.91 4.97 5.01 5.05 5.07 5.08
50 4.45 4.55 4.65 4.76 4.88 5.00 5.10 5.19 5.26 5.31 5.35 5.37
55 4.47 4.57 4.70 4.84 4.99 5.15 5.30 5.44 5.56 5.65 5.71 5.75
60 4.49 4.60 4.73 4.90 5.09 5.30 5.52 5.73 5.92 6.07 6.17 6.24
65 4.50 4.61 4.76 4.95 5.17 5.43 5.73 6.04 6.34 6.59 6.79 6.91
70 4.50 4.63 4.78 4.98 5.23 5.54 5.92 6.34 6.79 7.21 7.55 7.80
75 4.51 4.64 4.80 5.01 5.28 5.63 6.07 6.50 7.22 7.87 8.46 8.91
80 4.51 4.64 4.81 5.03 5.31 5.69 6.18 6.81 7.60 8.52 9.45 10.24
85 4.52 4.65 4.82 5.04 5.34 5.73 6.25 6.96 7.89 9.07 10.40 11.67
90 4.52 4.65 4.82 5.05 5.35 5.75 6.30 7.05 8.09 9.49 11.21 13.03

</TABLE>

PAYMENT FOR A DESIGNATED PERIOD

NO. MONTHLY NO. MONTHLY NO. MONTHLY NO. MONTHLY NO. MONTHLY NO. MONTHLY
OF PAYMENT OF PAYMENT OF PAYMENT OF PAYMENT OF PAYMENT OF PAYMENT
YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS
- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- -------
<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>

The monthly payment for any combination of ages not shown will be quoted upon
request.

Page 21

<PAGE>

FIXED PAYMENT ANNUITY TABLES
AMOUNT OF MONTHLY PAYMENTS
FOR EACH $1,000 APPLIED TO
FIXED PAYMENT ANNUITIES

Payments are fixed and are guaranteed as to fixed dollar amount.

SINGLE LIFE ANNUITIES

MALE PAYEE FEMALE PAYEE
---------- ------------
MONTHLY PAYMENTS GUARANTEED MONTHLY PAYMENTS GUARANTEED
---------------------------------- ----------------------------------
None 120 180 240 None 120 180 240
<S> <C> <C> <C> <C> <C> <C> <C> <C>
35 $3.41 $3.40 $3.39 $3.38 $3.23 $3.23 $3.22 $3.22
40 3.61 3.60 3.58 3.56 3.39 3.38 3.38 3.37
45 3.87 3.85 3.82 3.77 3.59 3.58 3.57 3.55
50 4.19 4.15 4.10 4.03 3.84 3.83 3.81 3.77
51 4.27 4.22 4.17 4.08 3.90 3.89 3.85 3.82
52 4.34 4.29 4.23 4.14 3.97 3.95 3.92 3.88
53 4.43 4.37 4.30 4.20 4.03 4.01 3.95 3.93
54 4.51 4.45 4.37 4.26 4.10 4.08 4.04 3.99
55 4.60 4.54 4.45 4.32 4.18 4.15 4.11 4.04
56 4.70 4.62 4.53 4.39 4.25 4.22 4.18 4.11
57 4.80 4.72 4.61 4.45 4.34 4.30 4.25 4.17
58 4.91 4.82 4.69 4.51 4.42 4.38 4.32 4.23
59 5.03 4.92 4.78 4.56 4.52 4.47 4.43 4.30
60 5.15 5.03 4.87 4.64 4.61 4.58 4.45 4.37
61 5.28 5.14 4.96 4.71 4.72 4.66 4.57 4.44
62 5.42 5.26 5.06 4.78 4.83 4.76 4.66 4.51
63 5.57 5.39 5.16 4.84 4.95 4.86 4.75 4.58
64 5.74 5.52 5.26 4.90 5.07 4.98 4.85 4.65
65 5.91 5.66 5.36 4.96 5.21 5.10 4.95 4.72
66 6.10 5.81 5.45 5.02 5.35 5.22 5.05 4.79
67 6.29 5.96 5.56 5.08 5.51 5.36 5.16 4.86
68 6.50 6.11 5.66 5.13 5.67 5.50 5.25 4.93
69 6.73 6.28 5.76 5.18 5.85 5.65 5.37 5.00
70 6.97 6.44 5.86 5.23 6.04 5.80 5.43 5.06
75 8.45 7.32 6.31 5.40 7.26 6.69 6.04 5.32
80 10.55 8.17 6.62 5.48 9.07 7.69 6.43 5.45

</TABLE>

JOINT AND LAST SURVIVOR ANNUITY

AGE OF AGE OF FEMALE PAYEE
MALE 35 40 45 50 55 60 65 70 75 80
PAYEE
- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $3.07 $3.14 $3.20 $3.25 $3.30 $3.33 $3.35 $3.37 $3.39 $3.40
40 3.11 3.20 3.28 3.36 3.42 3.48 3.52 3.55 3.57 3.59
45 3.15 3.25 3.36 3.46 3.56 3.64 3.71 3.76 3.80 3.83
50 3.17 3.29 3.42 3.56 3.69 3.82 3.92 4.01 4.08 4.12
55 3.19 3.32 3.47 3.64 3.81 3.99 4.16 4.29 4.40 4.48
60 3.20 3.34 3.51 3.70 3.92 4.15 4.39 4.61 4.79 4.93
65 3.21 3.36 3.54 3.75 4.00 4.29 4.61 4.94 5.24 5.48
70 3.22 3.37 3.56 3.78 4.06 4.40 4.80 5.25 5.70 6.12
75 3.22 3.38 3.57 3.81 4.11 4.48 4.95 5.51 6.15 6.80
80 3.23 3.38 3.58 3.82 4.14 4.54 5.05 5.71 6.52 7.45

</TABLE>

PAYMENTS FOR A DESIGNATED PERIOD

NO. MONTHLY NO. MONTHLY NO. MONTHLY NO. MONTHLY NO. MONTHLY NO. MONTHLY
OF PAYMENT OF PAYMENT OF PAYMENT OF PAYMENT OF PAYMENT OF PAYMENT
YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS
<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>

The monthly payment for any combination of ages not shown will be quoted upon
request.

Page 22

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
HARTFORD, CONNECTICUT 06104-2999
(A STOCK INSURANCE COMPANY)

NATIONAL SERVICE CENTER ADDRESS:
P.O. BOX 59179
MINNEAPOLIS, MINNESOTA 55459

CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
DEATH PROCEEDS PAYABLE AT DEATH
NON-PARTICIPATING

LAST SURVIVOR MODIFIED SINGLE PREMIUM
VARIABLE LIFE INSURANCE POLICY

Page 23

<PAGE>

POLICY SPECIFICATIONS

DATE OF ISSUE: July 25, 1994 INSURED Test SPVL

POLICY DATE: May 15, 1994 ISSUE AGE/SEX 35 Male

MATURITY DATE: May 15, 2059 INSURANCE CLASS: STANDARD

POLICY NUMBER: SPVL12345 INITIAL FACE AMOUNT: $61,729

OWNER: Test SPVL INITIAL PREMIUM: $10,000.00

BENEFICIARY: Test SPVL

LIST OF SUBACCOUNT AND FORMS

EACH SUBACCOUNT OF THE HARTFORD LIFE INSURANCE INSURANCE COMPANY SEPARATE
ACCOUNT PRODUCT NAME INVESTS IN A SPECIFIC FUND OF THE HARTFORD.

LISTED BELOW ARE THE SUBACCOUNTS AND THE FUNDS THEY INVEST IN

SUBACCOUNT FUND
PUTNAM GLOBAL GROWTH PUTNAM GLOBAL GROWTH
PUTNAM GROWTH AND INCOME PUTNAM GROWTH AND INCOME
PUTNAM HIGH YIELD PUTNAM HIGH YIELD
PUTNAM MONEY MARKET PUTNAM MONEY MARKET
PUTNAM MULTI - STRATEGY PUTNAM MULTI - STRATEGY
PUTNAM U.S. GOVERNMENT AND HIGH PUTNAM U.S. GOVERNMENT AND HIGH
QUALITY BOND QUALITY BOND
PUTNAM VOYAGER PUTNAM VOYAGER
PUTNAM UTILITIES GROWTH AND INCOME PUTNAM UTILITIES GROWTH AND INCOME

INITIAL ALLOCATION OF NET PREMIUMS: HARTFORD MONEY MARKET SUBACCOUNT 100%

PAGE 3

<PAGE>

POLICY SPECIFICATIONS

TABLE OF MINIMUM DEATH BENEFIT PERCENTAGES
AND MONTHLY MAXIMUM COST OF INSURANCE RATES PER $1,000

MAXIMUM MAXIMUM MAXIMUM
MINIMUM DEATH COST OF MINIMUM DEATH COST OF MINIMUM D COST OF
ATT BENEFIT INSURANCE ATT BENEFIT INSURANCE ATT BENEFIT INSURANCE
AGE PERCENT RATE AGE PERCENT RATE AGE PERCENT RATE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
35 250.00 0.173 57 142.00 1.005 79 106.00 7.170
36 250.00 0.185 58 138.00 1.088 80 105.00 7.808
37 250.00 0.198 59 134.00 1.178 81 105.00 8.527
38 250.00 0.214 60 130.00 1.280 82 105.00 9.343
39 250.00 0.233 61 128.00 1.394 83 105.00 10.252
40 250.00 0.253 62 126.00 1.526 84 105.00 11.235
41 243.00 0.274 63 124.00 1.675 85 105.00 12.274
42 236.00 0.298 64 122.00 1.839 86 105.00 13.358
43 229.00 0.322 65 120.00 2.016 87 105.00 14.478
44 222.00 0.348 66 119.00 2.203 88 105.00 15.640
45 215.00 0.377 67 118.00 2.400 89 105.00 16.852
46 209.00 0.407 68 117.00 2.610 90 105.00 18.132
47 203.00 0.438 69 116.00 2.842 91 104.00 19.516
48 197.00 0.473 70 115.00 3.103 92 103.00 21.058
49 191.00 0.510 71 113.00 3.405 93 103.00 22.898
50 185.00 0.553 72 111.00 3.753 94 103.00 25.343
51 178.00 0.600 73 109.00 4.149 95 102.00 28.958
52 171.00 0.653 74 109.00 4.586 96 102.00 34.829
53 164.00 0.714 75 108.00 5.055 97 101.00 44.945
54 157.00 0.781 76 107.00 5.548 98 101.00 62.067
55 150.00 0.852 77 107.00 6.059 99 101.00 83.333
56 146.00 0.927 78 106.00 6.594

</TABLE>

THE MINIMUM BENEFIT PERCENTAGES ARE DETERMINED TO COMPLY WITH SECTION 7702 OF
THE INTERNAL REVENUE CODE.

THE MAXIMUM COST OF INSURANCE RATES DO NOT EXCEED THE COST OF INSURANCE RATES
BASED ON THE 1980 COMMISSIONER STANDARD ORDINARY UNISEX 80% MALE, UNISMOKER
TABLE AGE LAST BIRTHDAY.

POLICY LOAN INTEREST RATE: 4.00%

PAGE 4

<PAGE>

POLICY SPECIFICATIONS

FEES AND CHARGES

ANNUAL MAINTENANCE FEE: $30 (1)

FEDERAL TAX ANNUAL RATE (YEARS 1-10): .0015 (2)

PREMIUM TAX ANNUAL RATE (YEARS 1-10): .0025 (2)

ADMINISTRATION ANNUAL RATE: .0025 (2)

MORTALITY AND EXPENSE RISK CHARGE ANNUAL RATE: .0090 (2)

(1) THE ANNUAL CONTRACT MAINTENANCE CHARGE IS A SINGLE $30 CHARGE ON A CONTRACT.
IT IS DEDUCTED PROPORTIONALLY FROM THE INVESTMENT OPTIONS IN USE AT THE TIME OF
THE CHARGE. APPLIED ONLY IN CASES WHERE THE ACCOUNT VALUE FOR THE ENTIRE
CONTRACT IS LESS THAN $50,000.

(2) CHARGES DEDUCTED MONTHLY BASED ON THE ACCOUNT VALUE.

SURRENDER CHARGES

POLICY POLICY
YEAR RATE YEAR RATE
1 7.5% 6 4.0%
2 7.5% 7 4.0%
3 7.5% 8 2.0%
4 6.0% 9 2.0%
5 6.0% 10+ 0.0%

SURRENDER CHARGE RATE APPLIED AS A PERCENTAGE OF PURCHASE PAYMENTS OR AMOUNT
SURRENDERED, AS APPLICABLE.

UNAMORTIZED PREMIUM TAX CHARGE UPON SURRENDER
AS A PERCENT OF ACCOUNT VALUE.

POLICY POLICY
YEAR RATE YEAR RATE
1 2.25% 6 1.00%
2 2.00% 7 0.75%
3 1.75% 8 0.50%
4 1.50% 9 0.25%
5 1.25% 10+ 0.00%

PAGE 4A

<PAGE>

POLICY SPECIFICATIONS

ANNUAL WITHDRAWAL AMOUNT CONTRACT YEARS: 1-7

10% OF PREMIUM PAYMENTS PER CONTRACT YEAR ON
A NON-CUMULATIVE BASIS.

AFTER CONTRACT YEAR 7:

MAX [ACCOUNT VALUE - PREMIUM PAYMENTS IN LAST
SEVEN YEARS, 10% OF PREMIUM PAYMENTS IN LAST
SEVEN YEARS PER CONTRACT YEAR ON A
NON-CUMULATIVE BASIS.]

PAGE 4B

<PAGE>

SECOND AMENDMENT OF RESTATED ARTICLES
ITT LIFE INSURANCE CORPORATION

Amendment of Restated Articles in duplicate are hereby executed by the
undersigned, William E. Sweeney, President, and L. L. Kohlhof, Vice President
and Secretary, of ITT Life Insurance Corporation, a Wisconsin corporation as
follows:

On March 15, 1993, the following amendment to the Restated Articles of
Incorporation of ITT Life Insurance Corporation was duly adopted by the
written consent of all the shareholders and the Company's Board of
Directors:

RESOLVED, that the First and Second Articles of the Company's Restated
Articles of Incorporation be and are hereby amended and restated as
follows. All other Articles of the Restated Articles of Incorporation
are unchanged and continue in full force and effect.

"FIRST: The name of the Corporation is ITT Hartford Life and
Annuity Insurance Company."

"SECOND: The name of the Registered Agent of the Corporation is
CT Corporation Systems and the address of the
Registered Office is 44 East Miffilin Street, Madison,
Wisconsin 53703."

FURTHER RESOLVED, that the directors and officers of the Company be
and they are hereby authorized and directed to take whatever action
may be required by law to give effect to this amendment of the
Restated Articles of Incorporation.

Dated: March 15, 1993 /s/ William E. Sweeney
--------------------------- ------------------------------
William E. Sweeney, President

(SEAL)

/s/ L. L. Kohlhof
------------------------------
L. L. Kohlhof, Vice President
& Secretary

<PAGE>

STATE OF MINNESOTA)
) SS
COUNTY OF HENNEPIN)

On this 15th day of March, 1993, before me appeared William E. Sweeney, to me
personally known, who, being by me duly sworn, did say that he is the President
of ITT Life Insurance Corporation, and that the seal affixed to the foregoing
instrument is the corporate seal of the corporation, and that the instrument was
executed in behalf of the corporation by authority of its Board of Directors,
and said William E. Sweeney acknowledged the instrument to be the free act and
deed of the corporation.

[SEAL] /s/ Tami L. Johnson
------------------------------
Notary Public

My commission expires on
9/10/97

STATE OF MINNESOTA)
) SS
COUNTY OF HENNEPIN)

On this 15th day of March, 1993, before me appeared L. L. Kohlhof, who
acknowledged himself to be the Vice President and Secretary of ITT Life
Insurance Corporation, and that he, as such Secretary by authority to do so,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the corporation by himself as Secretary.

[SEAL] /s/ Tami L. Johnson
------------------------------
Notary Public

My commission expires on
9/10/97

<PAGE>
BYLAWS

ITT LIFE INSURANCE CORPORATION

EFFECTIVE JANUARY 8, 1980

<PAGE>
ARTICLE I

Name - Home Office

Section 1. This company shall be named ITT Life Insurance Corporation.

Section 2. The Company may have such principal and other business offices,
either within or without the State of Wisconsin, as the Board of Directors may
designate or as the business of the Company may require.

Section 3. The registered office of the Company required by law to be
maintained in the State of Wisconsin may be, but need not be, identical with the
principal office in the State of Wisconsin.

ARTICLE II

Stockholders' Meetings - Notice - Quorum - Right to Vote

Section 1. All meetings of the stockholders shall be held at the principal
business office of the Company unless the Board of Directors shall otherwise
provide and direct.

Section 2. The annual meeting of the stockholders shall be held on such day and
at such hour as the Board of Directors may decide. For cause the Board of
Directors may postpone or adjourn such annual meeting to any other time during
the year.

Section 3. Special meetings of the stockholders may be called by the Board of
Directors, the Executive Committee, the Chairman or Vice Chairman of the Board,
the President or any Vice President.

Section 4. Notice of stockholders' meetings shall be delivered to each
stockholder, either personally or by mail at his address as it appears on the
records of the Company, at least seven days prior to the meeting. The notice
shall state the place, date and time of the meeting and shall specify all
matters proposed to be acted upon at the meeting.

Section 5. At each annual meeting the stockholders shall choose Directors as
hereinafter provided.

Section 6. Each stockholder shall be entitled to one vote at all meetings of
the Company for each share of stock held by such stockholder. Proxies may be
authorized by written power of attorney.
<PAGE>
- 2 -

Section 7. A majority of the total number of shares entitled to vote,
represented in person or by proxy, shall constitute a quorum.

Section 8. Each stockholder shall be entitled to a certificate of stock which
shall be signed by the President or a Vice President, and either the Treasurer
or an Assistant Treasurer of the Company, and shall bear the seal of the
Company, but such signatures and seal may be facsimile.

ARTICLE III

Directors - Meetings - Quorum

Section 1. The property, business and affairs of the Company shall be managed
by a board of not less than three nor more than twenty Directors, who shall be
chosen by the stockholders at each annual meeting. Vacancies occurring between
annual meetings may be filled by the affirmative vote of a majority of the
Directors then in office. Each Director shall hold office until the next annual
meeting of stockholders and until his successor is chosen and qualified.

Section 2. Meetings of the Board of Directors may be called by the direction of
the Chairman of the Board, the President, or any three Directors.

Section 3. Three days' notice of meetings of the Board of Directors shall be
given to each Director, either personally or by mail or telegraph, at his
residence or usual place of business, but notice may be waived, at any time, in
writing, and attendance of a director at a meeting shall constitute a waiver of
notice of such meeting except where a director attends a meeting and objects
thereat to the transaction of any business on grounds that the meeting was not
lawfully called or convened.

Section 4. A majority of the number of existing directorships, but not less than
two Directors, shall constitute a quorum.

ARTICLE IV

Election of Officers - Duties of Board of
Directors and Executive Committee

Section 1. The Board of Directors shall annually elect a President, a Secretary
and a Treasurer. It may elect a Chairman of the Board, a Vice Chairman of the
Board and such Vice Presidents, other Secretaries, Assistant Secretaries,
Assistant Treasurers and other officers as it may determine. All officers of
the Company shall hold office during the pleasure of the Board of Directors.
<PAGE>
-3-

Section 2. The Directors may fill any vacancy among the officers by election
for the unexpired term.

Section 3. The Board of Directors may appoint from its own number an
Executive Committee of not less than five Directors. The Executive Committee may
exercise all powers vested in and conferred upon the Board of Directors at any
time when the Board is not in session. A majority of the members of said
committee shall constitute a quorum. Meetings of the committee shall be called
whenever the Chairman of the Board, the President or a majority of its members
shall request.

Section 4. The Board of Directors may annually appoint from its own number a
Finance Committee of not less than three Directors, whose duties shall be as
hereinafter provided.

Section 5. The Board of Directors may, at any time, appoint such other
committees, not necessarily from its own number, as it may deem necessary for
the proper conduct of the business of the Company, which committees shall have
only such powers and duties as are specifically assigned to them by the Board of
Directors or the Executive Committee.

For all meetings, forty-eight hours' notice shall be given but notice may be
waived, at any time, in writing, and attendance of a director at a meeting shall
constitute a waiver of notice of such meeting except where a director attends a
meeting and objects thereat to the transaction of any business on grounds that
the meeting was not lawfully called or convened.

Section 6. The Board of Directors may authorize corporate contributions, in such
amounts as it determines to be reasonable, for public welfare or for charitable,
scientific or educational purposes, subject to the limits and restrictions
imposed by law and to such rules and regulations consistent with law as it
makes.

ARTICLE V

Officers

Chairman of the Board
and
Vice Chairman of the Board

Section 1. The Chairman of the Board shall preside at the meetings of the
Board of Directors and the Executive Committee and, in the absence of the
Chairman of the Finance Committee, at the meetings of
<PAGE>
-4-

the Finance Committee. In the absence or inability of the Chairman of the Board
to so preside, the Vice Chairman shall preside in his place if there be one,
otherwise the President shall preside.

Section 2. The Vice Chairman of the Board shall, in the absence of the Chairman
of the Board, exercise the powers and perform the duties of the Chairman of the
Board. He shall perform such other duties and have such other powers as may be
assigned to him by the Board of Directors.

President

Section 3. The President, unless the Board of Directors shall otherwise order
pursuant to Section 7 below, shall be the chief executive officer of the Company
and, subject to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the Company. Unless
the Board of Directors shall provide otherwise, he shall, when present, preside
at all meetings of the shareholders and shall preside at all meetings of the
Board of Directors unless the Board shall have elected a Chairman of the Board
of Directors. He shall have authority, subject to such rules as may be
prescribed by the Board of Directors, to appoint such agents and employees of
the Company as he shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them. Such agents and employees
shall hold office at the discretion of the President. Except as otherwise
provided in these Bylaws or by resolution of the Board of Directors, the
President shall have authority to sign, execute and acknowledge, on behalf of
the Company all contracts, reports and other documents or instruments necessary
or proper to be executed in the course of the Company's regular business, or
which shall be authorized by resolution of the Board of Directors; and except as
otherwise provided by law or the Board of Directors, he may authorize any Vice
President or other officer or agent of the Company to sign, execute and
acknowledge such documents or instruments in his place and stead. In general,
he shall perform all duties incident to the office of the chief executive
officer and such other duties as may be prescribed by the Board of Directors
from time to time.

If the President is not the chief executive officer, he shall have such duties
and authority as prescribed by the Board of Directors or the chief executive
officer.
<PAGE>
-5-

Section 4. In the absence or inability of the President to perform his duties,
the Board or the Chairman thereof may designate a Vice President to exercise the
powers and perform the duties of the President during such absence or inability.

Secretary

Section 5. The Secretary shall keep a record of all the meetings of the
Company, of the Board of Directors and of the Executive Committee, and he shall
discharge all other duties specifically required of the Secretary by law.
The other Secretaries and the Assistant Secretaries shall perform such duties as
may be assigned to them by the Board of Directors or by their senior officers
and any Secretary or Assistant Secretary may affix the seal of the Company and
attest it and the signature of any officer to any and all instruments.

Treasurer

Section 6. The Treasurer shall keep, or cause to be kept, full and accurate
accounts of the Company. He shall see that the funds of the Company are
disbursed as may be ordered by the Board of Directors, the Finance Committee or
a duly authorized individual. He shall have charge of all moneys paid to the
Company and shall deposit such to the credit of the Company or in any other
properly authorized name, in such banks or depositories as may be designated in
a manner provided by these bylaws. He shall also discharge all other duties
that may be required of him by law.

Other Officers

Section 7. The other officers shall perform such duties as may be assigned to
them by the President or the Board of Directors. The Board of Directors may
designate the Chairman of the Board or the Vice Chairman as the chief executive
officer of the Company. In such event that person shall assume all authority,
power, duties and responsibilities otherwise appointed to the President pursuant
to Section 3 above, and all references to the President in these bylaws shall
be regarded as references to the Chairman of the Board or Vice Chairman, as the
case may be, as such chief executive officer, except where a contrary meaning is
clearly required, and provided that in no case shall that person be empowered in
place of the President to sign the certificates for shares of stock of the
Company.
<PAGE>
-6-

ARTICLE VI

Finance Committee

Section 1. If a Finance Committee is established it shall be the duty of that
committee to supervise the investment of the funds of the Company in securities
in which insurance companies are permitted by law to invest, and all other
matters connected with the management of investments. If no Finance Committee
is established, this duty shall be performed by the Board of Directors.

Section 2. All loans or purchases for the investment and reinvestment of the
funds of the Company shall be submitted for approval to the Finance Committee,
if not specifically approved by the Board of Directors.

Section 3. Sale or transfer of any stocks or bonds shall be made upon
authorization of the Finance Committee unless specifically authorized by the
Board of Directors.

Section 4. Transfers of stock and registered bonds, deeds, leases, releases,
sales, mortgages chattel or real, assignments or partial releases of mortgages
chattel or real, and in general all instruments of defeasance of property and
all agreements or contracts affecting the same, except discharges of mortgages
and entries to foreclose the same as hereinafter provided, shall be authorized
by the Finance Committee or the Board of Directors, and be executed jointly for
the Company by two persons, to wit: the Chairman of the Board, the Vice
Chairman, the President or a Vice President, and a Secretary, the Treasurer or
an Assistant Treasurer, but may be acknowledged and delivered by either one of
those executing the instrument; provided, however, that either a Secretary, the
Treasurer, or an Assistant Treasurer alone, when authorized as aforesaid, or any
person specially authorized by the Finance Committee as attorney for the
Company, may make entry to foreclose any mortgage, and a Secretary, the
Treasurer or an Assistant Treasurer alone is authorized, without the necessity
of further authority, to discharge by deed or otherwise any mortgage on payment
to the Company of the principal, interest and all charges due.

Section 5. The Finance Committee may fix times and places for regular
meetings. No notice of regular meetings shall be necessary. Reasonable notice
shall be given of special meetings but the action of a majority of the Finance
Committee at any meeting shall be valid notwithstanding any defect in the notice
of such meeting.
<PAGE>
-7-

Section 6. In the absence of specific authorization from the Board of
Directors or the Finance Committee, the Chairman of the Board, the President, a
Vice President or the Treasurer shall have the power to vote or execute proxies
for voting any shares held by the Company.

ARTICLE VII

Funds

Section 1. All monies belonging to the Company shall be deposited to the
credit of the Company, or in such other name as the Finance Committee, the
Chairman of the Finance Committee or such executive officers as are designated
by the Board of Directors shall direct, in such bank or banks as may be
designated from time to time by the Finance Committee, the Chairman of the
Finance Committee or by such executive officers as are designated by the Board
of Directors. Such monies shall be drawn only on checks or drafts signed by any
two executive officers of the Company, provided that the Board of Directors may
authorize the withdrawal of such monies by check or draft signed with the
facsimile signature of any one or more executive officers, and provided further,
that the Finance Committee may authorize such alternative methods of withdrawal
as it deems proper.

The Board of Directors, the President, the Chairman of the Finance Committee, a
Vice President, or such executive officers as are designated by the Board of
Directors may authorize withdrawal of funds by checks or drafts drawn at offices
of the Company to bc signed by Managers, General Agents or employees of the
Company, provided that all such checks or drafts shall be signed by two such
authorized persons, except checks or drafts used for the payment of claims or
losses which need be signed by only one such authorized person, and provided
further that the Board of Directors of the Company or executive officers
designated by the Board of Directors may impose such limitations or restrictions
upon the withdrawal of such funds as it deems proper.

ARTICLE VIII

Liability and Indemnity

Section 1. No person shall liable to the Company for any loss or damage
suffered by it on account of any action taken or omitted to be taken by him as a
director or officer of the Company, or of any other company, partnership, joint
venture, trust or other enterprise for which he serves as a director, officer
or employee at the
<PAGE>
-8-

request of the Company, in good faith, if such person (a) exercised and used the
same degree of care and skill as a prudent man would have exercised or used
under the circumstances in the conduct of his own affairs, or (b) took or
omitted to take such action in reliance upon advice of counsel for the Company
or upon statements made or information furnished by officers or employees of the
Company which he had reasonable grounds to believe to be true. The foregoing
shall not be exclusive of other rights and defenses to which he may be entitled
as a matter of law.

Section 2. The Company shall indemnify any person who was or is a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, (other than one by or in the right of the Company) by
reason of the fact that he is or was a director, officer or employee of the
Company, or is or was serving at the request of the Company as a director,
officer or employee of another company, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or 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 Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding had reasonable
cause to believe that his conduct was unlawful.

Section 3. The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, by or in the right of the Company to procure a judgement in
its favor by reason of the fact that he is or was a director, officer or
employee of the Company, or is or was serving at the request of the Company as a
director, officer or employee of another company, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit, 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 Company, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability and in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.
<PAGE>
-9-

Section 4. Expenses, including attorneys' fees, incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or employee to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Company as authorized hereby.

Section 5. The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any statute, bylaw, agreement, vote of shareholders or of disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of the heirs, executors and administrators
of such a person.

ARTICLE IX

Amendment of Bylaws

Section 1. The Directors shall have power to adopt, amend and repeal such
bylaws as may be deemed necessary or appropriate for the management of the
property and affairs of the Company.

Section 2. The stockholders at any annual or special meeting may amend or
repeal these bylaws or adopt new ones if the notice of such meeting contains a
statement of the proposed alteration, amendment, repeal or adoption of the
substance thereof. Bylaws amended or adopted by the stockholders may be amended
or repealed by the Directors.

State of )
) ss.
County of ) 19

This is to certify that the foregoing is a true copy of the Bylaws of ITT Life
Insurance Corporation in full force and effect on this date.

Attest:

--------------------------------
Secretary

<PAGE>

ITT LIFE INSURANCE CORPORATION

RESOLUTION

On motion made and seconded, it was VOTED:

RESOLVED, That in accordance with Section 9.02 of ARTICLE IX of the By-
laws, the By-laws are hereby amended as follows:

Section 4.01 of ARTICLE IV is hereby amended to read as follows:

4.01. NUMBER. The principal officers of the corporation shall be a
Chairman of the Board, a Vice Chairman, (if the Board of Directors determines to
elect one or both of them), a President, such number of Vice Presidents as the
Board of Directors may from time to time elect, one or more of whom may be
designated Executive Vice President and one or more of whom may be designated
Senior Vice President, a Secretary, and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person, except the
offices of President and Vice President and President and Secretary. The duties
of the officers shall be those enumerated herein and any further duties
designated by the Board of Directors. The duties herein specified for
particular officers may be transferred to and vested in such other officers as
the Board of Directors shall elect or appoint, from time to time and for such
periods or without limitation as to time as the Board shall order.

Section 4.05 of ARTICLE IV is hereby amended to read as follows:

4.05. CHAIRMAN OF THE BOARD. VICE CHAIRMAN OF THE BOARD. The Chairman of
the Board (if the Board of Directors determines to elect one) shall preside at
all meetings of the Board of Directors and shall have such further and other
authority, responsibility and duties as may be granted to or imposed upon him by
the Board of Directors, including without limitation his designation pursuant to
Section 4.07 as chief executive officer of the corporation.

The Vice Chairman of the Board (if the Board of Directors determines to
elect one) shall have such duties and authority as may be granted to or imposed
upon him by the Board of Directors, including without limitation his designation
pursuant to Section 4.07 as chief executive officer of the corporation.

<PAGE>

Section 4.06 of ARTICLE IV is hereby amended to read as follows:

4.06. PRESIDENT. The President, unless the Board of Directors shall
otherwise order pursuant to Section 4.07, shall be the chief executive officer
of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
corporation. Unless the Board of Directors shall provide otherwise, he shall,
when present, preside at all meetings of the shareholders and shall preside at
all meetings of the Board of Directors unless the Board shall have elected a
Chairman of the Board of Directors. He shall have authority, subject to such
rules as may be prescribed by the Board of Directors, to appoint such agents and
employees of the corporation as he shall deem necessary, to prescribe their
powers, duties and compensation, and to delegate authority to them. Such agents
and employees shall hold office at the discretion of the President. He shall
have authority to sign, execute and acknowledge, on behalf of the corporation,
all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and
all other documents or instruments necessary or proper to be executed in the
course of the corporation's regular business, or which shall be authorized by
resolution of the Board of Directors, and except as otherwise provided by law or
the Board of Directors, he may authorize any Vice President or other officer or
agent of the corporation to sign, execute and acknowledge such documents or
instruments in his place and stead. In general he shall perform all duties
incident to the office of the chief executive officer and such other duties as
may be prescribed by the Board of Directors from time to time. In the event the
Board of Directors determines not to elect a Chairman of the Board or in the
event of his absence or disability, the President shall perform the duties of
the Chairman of the Board and when so acting shall have all the powers of and be
subject to all of the duties and restrictions imposed upon the Chairman of the
Board.

If the President is not the chief executive officer, he shall have such
duties and authority as prescribed by the Board of Directors or the chief
executive officer.

Section 4.07 of ARTICLE IV is hereby amended to read as follows:

4.07. CHAIRMAN OR VICE CHAIRMAN OF THE BOARD AS CHIEF EXECUTIVE OFFICER.
The Board of Directors may designate the Chairman of the Board or the Vice
Chairman as the chief executive officer of the corporation. In such event that
person shall assume all authority, power, duties and responsibilities otherwise
appointed to the President pursuant to Section 4.06, and all references to the
President in these by-laws shall be regarded as references to the Chairman of
the Board or Vice Chairman, as the case may be, as such chief executive officer,
except where a contrary meaning is clearly required, and provided that in no
case shall that person be empowered in place of the President to sign the
certificates for shares of stock of the corporation.

<PAGE>

AMENDED AND RESTATED BY-LAWS AS ADOPTED

<PAGE>

ITT LIFE INSURANCE CORPORATION

INFORMAL ACTION OF SHAREHOLDERS
IN LIEU OF ANNUAL MEETING

July 2, 1974

The undersigned, holders of all the issued and outstanding shares of the
above named Wisconsin corporation, hereby consent in writing, pursuant to
Section 180.92 of the Wisconsin Business Corporation Law, to the following
action, such action to have the same force and effect as if taken by unanimous
vote at an annual meeting of the shareholders duly convened the date set forth
above.

1. Adopt Amended and Restated By-Laws in the form attached hereto.

2. Set the number of directors at nine (9) and elect the following
persons as such directors.

Merlin L. Alper David S. Davidson James C. Gerondale
Joseph C. Branch Wallace A. Hintz Harvey V. Mason
Howard T. Cohn William F. Higley James R. Ridley

3. The 1974 Annual Meeting of the Board of Directors will be held this
date at the office of the corporation in Thorp, Wisconsin.

IN WITNESS WHEREOF, the undersigned Shareholders of ITT Life Insurance
Corporation have executed this Informal Action of Shareholders in Lieu of Annual
Meeting to be filed as part of the minutes of said Corporation July 2, 1974.

ITT THORP CORPORATION LYNDON INSURANCE COMPANY

By /s/ By /s/
---------------------------- ----------------------------------
Executive Vice President Executive Vice President

<PAGE>

AMENDED AND RESTATED BY-LAWS

ITT LIFE INSURANCE CORPORATION
(a Wisconsin Life Insurance Corporation)

INTRODUCTION-
VARIABLE REFERENCES

Date of Adoption of these By-Laws: July 2, 1974

Date of Incorporation: June 14, 1965

0.01. Date of Annual Shareholders' meeting (see Section 2.01):

1st Tuesday July 1974
---------- ----------- ----------- ------------
(Week) (Day) (Month) (First Year)

0.02. Required notice of shareholders' meeting (see Section 2.04):
Not less than 10 days.

0.03. The number of directors shall be fixed from time to time by the
Shareholders, but shall not be less than three, and shall be three in the
absence of any action by the Shareholders fixing a different number. (see
Section 3.01).

0.04. Required notice of directors' meetings (see Section 3.05):

(a) Not less than 48 hours if by mail, and

(b) Not less than 24 hours if by telegram,
cable or radiogram, personal delivery,
or word of mouth, telephone or
radiophone.

0.05. The fiscal year shall begin on the first day of January and end on
the last day of December each year (see Section 8.02).

* These spaces are reserved for official notation of future amendments to these
sections.

<PAGE>

ARTICLE I. OFFICES

1.01. PRINCIPAL AND BUSINESS OFFICES. The corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

1.02. REGISTERED OFFICE. The registered office of the corporation
required by law to be maintained in the State of Wisconsin may be, but need not
be, identical with the principal office in the State of Wisconsin, and the
address of the registered office may be changed from time to time by the Board
of Directors or the registered agent. The business office of the registered
agent of the corporation shall be identical to such registered office.

ARTICLE II. SHAREHOLDERS

2.01. ANNUAL MEETING. The annual meeting of the shareholders shall be
held in each year on the date set forth in Section 0.01, at the hour designated
in the written notice of said meeting given pursuant to Section 2.4, or at such
other time and date within thirty days before or after said date as may be fixed
by or under the authority of the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in
the State of Wisconsin, such meeting shall be held on the next succeeding
business day. If the election of directors shall not be held on the day
designated herein, or fixed as herein provided, for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders as soon
thereafter as conveniently may be.

2.02. SPECIAL MEETING. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
either the President, the Chairman of the Board (if the Board of Directors
determines to elect one), the Board of Directors, or by the holders of not less
than one-tenth of all shares of the corporation entitled to vote at the meeting.

2.03. PLACE OF MEETING. The Board of Directors may designate any place,
either within or without the State of Wisconsin, as the place of meeting for any
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Wisconsin, as the
place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the

B-1

<PAGE>

principal business office of the corporation in the State of Wisconsin or such
other suitable place in the county of such principal office as may be designated
by the person calling such meeting, but any meeting may be adjourned to
reconvene at any place designated by vote of a majority of the shares
represented thereat.

2.04. NOTICE OF MEETING. Written notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than the number of days
set forth in Section 0.02 (unless a longer period is required by law or the
articles of incorporation) nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or other officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock record
books of the corporation, with postage thereon prepaid.

2.05. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than fifty days and, in case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the close of business on the date on
which notice of the meeting is mailed or on the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall be applied
to any adjournment thereof except where the determination has

B-2

<PAGE>

been made through the closing of the stock transfer books and the stated period
of closing has expired.

2.06. VOTING RECORDS. The officer or agent having charge of the stock
transfer books for shares of the corporation shall, before each meeting of
shareholders, make a complete record of the shareholders entitled to vote at
such meeting, or any adjournment thereof, with the address of and the number of
shares held by each, such records shall be produced and kept open at the time
and place of the meeting and shall be subject to the inspection of any
shareholders during the whole time of the meeting for the purposes of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine such record or transfer books or to
vote at any meeting of shareholders. Failure to comply with the requirements of
this section shall not affect the validity of any action taken at such meeting.

2.07. QUORUM. Except as otherwise provided in the articles of
incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders unless the vote of a greater number or voting by
classes is required by law or the articles of incorporation. Though less than a
quorum of the outstanding shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

2.08. CONDUCT OF MEETINGS. Except to the extent the Board of Directors
may otherwise provide, the President, and in his absence, a Vice President in
the order provided under Section 4.08, and in their absence, any person chosen
by the shareholders present shall call the meeting of the shareholders to order
and shall act as chairman of the meeting, and the Secretary of the corporation
shall act as secretary of all meetings of the shareholders, but, in the absence
of the Secretary, the presiding officer may appoint any other person to act as
secretary of the meeting.

2.09. PROXIES. At all meetings of shareholders, a shareholder entitled
to vote may vote in person or by proxy appointed in writing by the shareholder
or by his duly authorized attorney in fact. Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting. Unless
otherwise provided in the proxy, a proxy may be revoked at any time before it is
voted, either by written notice filed with the Secretary or the acting

B-3

<PAGE>

secretary of the meeting or by oral notice given by the shareholder to the
presiding officer during the meeting. The presence of a shareholder who has
filed his proxy shall not of itself constitute a revocation. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy. The Board of Directors shall have the power and
authority to make rules establishing presumptions as to the validity and
sufficiency of proxies.

2.10. VOTING OF SHARES. Each outstanding share shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any class or classes are
enlarged, limited or denied by the articles of incorporation.

2.11. VOTING OF SHARES BY CERTAIN HOLDERS.

(a) OTHER CORPORATIONS. Shares standing in the name of another
corporation may be voted either in person or by proxy, by the president
of such corporation or any other officer appointed by such president. A
proxy executed by any principal officer of such other corporation or
assistant thereto shall be conclusive evidence of the signer's authority
to act, in the absence of express notice to this corporation, given in
writing to the Secretary of this Corporation, of the designation of some
other person by the board of directors or the by-laws of such other
corporation.

(b) LEGAL REPRESENTATIVES AND FIDUCIARIES. Shares held by an
administrator, executor, guardian, conservator, trustee in bankruptcy,
receiver, or assignee for creditors may be voted by him, either in person
or by proxy, without a transfer of such shares into his name provided
that there is filed with the Secretary before or at the time of meeting
proper evidence of his incumbency and the number of shares held. Shares
standing in the name of a fiduciary may be voted by him, either in person
or by proxy. A proxy executed by a fiduciary shall be conclusive
evidence of the signer's authority to act, in the absence of express
notice to this Corporation, given in writing to the Secretary of this
Corporation, that such manner of voting is expressly prohibited or
otherwise directed by the document creating the fiduciary relationship.

(c) PLEDGEES. A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred into
the name of the pledgee, and thereafter the pledgee shall be entitled to
vote the shares so transferred.

B-4

<PAGE>

(d) TREASURY STOCK AND SUBSIDIARIES. Neither treasury shares,
nor shares held by another corporation if a majority of the shares
entitled to vote for the election of directors of such other corporation
is held by this corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares entitled to vote, but
shares of its own issue held by this Corporation in a fiduciary capacity,
or held by such other corporation in a fiduciary capacity, may be voted
and shall be counted in determining the total number of outstanding
shares entitled to vote.

(e) MINORS. Shares held by a minor may be voted by such minor in
person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the corporation has
received written notice or has actual knowledge that such shareholder is
a minor.

(f) INCOMPETENTS AND SPENDTHRIFTS. Shares held by an incompetent
or spendthrift may be voted by such incompetent or spendthrift in person
or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the Corporation has
actual knowledge that such shareholder has been adjudicated an
incompetent or spendthrift or actual knowledge of filing of judicial
proceedings for appointment of a guardian.

(g) JOINT TENANTS. Shares registered in the names of two or more
individuals who are named in the registration as joint tenants may be
voted in person or by proxy signed by any one or more of such individuals
if either (i) no other such individual or his legal representative is
present and claims the right to participate in the voting of such shares
or prior to the vote files with the Secretary of the corporation a
contrary written voting authorization or direction or written denial of
authority of the individual present or signing the proxy proposed to be
voted or (ii) all such other individuals are deceased and the Secretary
of the corporation has no actual knowledge that the survivor has been
adjudicated not to be the successor to the interests of those deceased.

2.12. WAIVER OF NOTICE BY SHAREHOLDERS. Whenever any notice whatever is
required to be given to any shareholder of the corporation under the articles of
incorporation or by-laws or any provision of law, a waiver thereof

B-5

<PAGE>

in writing, signed at any time, whether before or after the time of meeting, by
the shareholder entitled to such notice, shall be deemed equivalent to the
giving of such notice: provided that such waiver in respect to any matter of
which notice is required under any provision of the Wisconsin Business
Corporation Law, shall contain the same information as would have been required
to be included in such notice, except the time and place of meeting.

2.13. UNANIMOUS CONSENT WITHOUT MEETING. Any action required or
permitted by the articles of incorporation or by-laws or any provision of law to
be taken at any meeting of the shareholders, including annual meetings, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to vote with respect
to the subject matter thereof.

ARTICLE III. BOARD OF DIRECTORS

3.01. GENERAL POWERS AND NUMBER. The business and affairs of the
corporation shall be managed by its Board of Directors. The number of directors
of the corporation shall be as provided in Section 0.03.

3.02. TENURE AND QUALIFICATIONS. Each director shall hold office until
the next annual meeting of shareholders and until his successor shall have been
elected, or until his prior death, resignation or removal. A director may be
removed from office by affirmative vote of a majority of the outstanding shares
entitled to vote for the election of such director, taken at a meeting of
shareholders called for that purpose. A director may resign at any time by
filing his written resignation with the Secretary of the corporation. Directors
need not be residents of the State of Wisconsin of shareholders of the
corporation.

3.03. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after the annual
meeting of shareholders, and each adjourned session thereof, or after the
execution of a consent of shareholders in lieu of annual meeting of
shareholders. The place of such regular meeting shall be the same as the place
of the meeting of shareholders which precedes it, or such other suitable place
as may be announced at such meeting of shareholders or in such consent of
shareholders in lieu of annual meeting. The Board of Directors may provide, by
resolution, the time and place either within or without the state of Wisconsin,
for the holding of additional regular meetings without other notice than such
resolution.

3.04. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board (if the Board

B-6

<PAGE>

of Directors determines to elect one), the President, Secretary or any two
directors. The Chairman of the Board, President or Secretary calling any
special meeting of the Board of Directors may fix any place, either within or
without the State of Wisconsin, as the place for holding any special meeting of
the Board of Directors called by them, and if no other place is fixed the place
of meeting shall be the principal business office of the corporation in the
State of Wisconsin.

3.05. NOTICE; WAIVER. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.03) shall be given to
each director (i) by written notice delivered personally or mailed or given by
telegram, cable or radiogram to such director at his business address or at such
other address as such director shall have designated in writing filed with the
Secretary, or (ii) by word of mouth, telephone or radiophone personally to such
director, in each case not less than that number of hours prior thereto as set
forth in Section 0.04. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice be given by telegram, cable or radiogram, such notice shall
be deemed to be delivered when the telegram, cable or radiogram is delivered to
the transmitting agency. Whenever any notice whatever is required to be given
to any director of the corporation under the articles of incorporation or by-
laws or any provision of law, a waiver thereof in writing, signed at any time,
whether before or after the time of meeting, by the director entitled to such
notice, shall be deemed equivalent to the giving of such notice. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting and objects thereat to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

3.06. QUORUM. Except as otherwise provided by law or by the articles of
incorporation or these by-laws, a majority of the number of directors as
provided in Section 0.03 shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but a majority of the
directors present (though less than such quorum) may adjourn the meeting from
time to time without further notice.

3.07. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by law or by the
articles of incorporation or these by-laws.

B-7

<PAGE>

3.08. CONDUCT OF MEETINGS. The Chairman of the Board, or in the event
the Board of Directors determines not to elect a Chairman of the Board, or in
his absence, the President, and in his absence, a Vice President in the order
provided under Section 4.03, and in their absence, any director chosen by the
directors present, shall call meetings of the Board of Directors to order and
shall act as Chairman of the meeting. The Secretary of the corporation shall
act as secretary of all meetings of the Board of Directors, but in the absence
of the Secretary, the presiding officer may appoint any Assistant Secretary or
any director or other person present to act as secretary of the meeting.

3.09. VACANCIES. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the directors then in office, though less than a quorum of the Board
of Directors; provided, that in case of a vacancy created by the removal of a
director by vote of the shareholders, the shareholders shall have the right to
fill such vacancy at the same meeting or any adjournment thereof.

3.10. COMPENSATION. The Board of Directors, by affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or to delegate
authority to an appropriate committee to provide for reasonable pensions,
disability or death benefits, and other benefits or payments, to directors,
officers and employees and to their estates, families, dependents or
beneficiaries on account of prior services rendered by such directors,
officers and employees to the corporation.

3.11. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors or a committee thereof of which
he is a member at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the Secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.

B-8

<PAGE>

3.12. EXECUTIVE COMMITTEE AND OTHER COMMITTEES. The Board of Directors
by resolution adopted by the affirmative vote of a majority of the number of
directors as provided in Section 0.03 may designate an Executive Committee and
one or more other committees, each committee to consist of three or more
directors elected by the Board of Directors. The Executive Committee shall have
and may exercise, when the Board of Directors is not in session, the powers of
the Board of Directors in the management of the business and affairs of the
corporation, provided that in no case shall the Executive Committee or any other
committee act in respect to dividends to shareholders, election of principal
officers or the filling of vacancies in the Board of Directors, or committees
created pursuant to this section. Subject to the foregoing, the other
committees, if any, shall have and may exercise such powers as may be provided
in the resolution of the Board of Directors designating such committee, as such
resolution may from time to time be amended and supplemented. The Board of
Directors may elect one or more of its members as alternate members of any such
committee who may take the place of any absent member or members at any meeting
of such committee, upon request by the President, the Chairman of the Board (if
the Board of Directors determines to elect one) or upon the request by the
chairman of such meeting. Each such committee shall elect a presiding officer
from its members, shall fix its own rules governing the conduct of its
activities and shall make such reports to the Board of Directors of its
activities as the Board of Directors may request.

3.13. UNANIMOUS CONSENT WITHOUT MEETING. Any action required or
permitted by the articles of incorporation or by-laws or any provision of law to
be taken by the Board of Directors or any committee thereof at a meeting or by
resolution may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors or members of such
committee entitled to vote with respect to such action then in office.

ARTICLE IV. OFFICERS

4.01. NUMBER. The principal officers of the corporation shall be a
Chairman of the Board (if the Board of Directors determines to elect one), a
President, such number of Vice Presidents as the Board of Directors may from
time to time elect, one or more of whom may be designated Executive Vice
President and one or more of whom may be designated Senior Vice President, a
Secretary, and a Treasurer, each of whom shall be elected by

B-9

<PAGE>

the Board of Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors. Any two
or more offices may be held by the same person, except the offices of President
and Vice President and President and Secretary. The duties of the officers
shall be those enumerated herein and any further duties designated by the Board
of Directors. The duties herein specified for particular officers may be
transferred to and vested in such other officers as the Board of Directors shall
elect or appoint, from time to time and for such periods or without limitation
as to time as the Board shall order.

4.02. ELECTION AND TERM OF OFFICE. The officers of the corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected or until his prior death, resignation or removal.

4.03. REMOVAL. Any officer may be removed by the Board of Directors
whenever in its judgment the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment shall not of itself
create contract rights.

4.04. VACANCIES. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

4.05. CHAIRMAN OF THE BOARD. The Chairman of the Board (if the Board of
Directors determines to elect one) shall preside at all meetings of the Board of
Directors and shall have such further and other authority, responsibility and
duties as may be granted to or imposed upon him by the Board of Directors,
including without limitation his designation pursuant to Section 4.07 as chief
executive officer of the corporation.

B-10

<PAGE>

shall have authority, subject to such rules as may be prescribed by the Board of
Directors, to appoint such agents and employees of the corporation as he shall
deem necessary, to prescribe their powers, duties and compensation, and to
delegate authority to them. Such agents and employees shall hold office at the
discretion of the President. He shall have authority to sign, execute and
acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock
certificates, contracts, leases, reports and all other documents or instruments
necessary or proper to be executed in the course of the corporation's regular
business, or which shall be authorized by resolution of the Board of Directors;
and except as otherwise provided by law or the Board of Directors, he may
authorize any Vice President or other officer or agent of the corporation to
sign, execute and acknowledge such documents or instruments in his place and
stead. In general he shall perform all duties incident to the office of the
chief executive officer and such other duties as may be prescribed by the Board
of Directors from time to time. In the event the Board of Directors determines
not to elect a Chairman of the Board or in the event of his absence or
disability, the President shall perform the duties of the Chairman of the Board
and when so acting shall have all the powers of and be subject to all of the
duties and restrictions imposed upon the Chairman of the Board.

4.07. CHAIRMAN OF THE BOARD AS CHIEF EXECUTIVE OFFICER. The Board of
Directors may designate the Chairman of the Board as the chief executive officer
of the corporation. In such event, the Chairman of the Board shall assume all
authority, power, duties and responsibilities otherwise appointed to the
President pursuant to Section 4.06, and all references to the President in these
by-laws shall be regarded as references to the Chairman of the Board as such
chief executive officer, except where a contrary meaning is clearly required,
and provided that in no case shall the Chairman of the Board be empowered in
place of the President to sign the certificates for shares of stock of the
corporation.

In further consequence of designating the Chairman of the Board as the
chief executive officer, the President shall thereby become the chief
administrative officer of the corporation. He shall, in the absence of the
Chairman of the Board, preside at all meetings of stockholders and directors.
During the absence or disability of the Chairman of the Board he shall exercise
the functions of the chief executive officer of the Corporation. He shall have
authority to sign all certificates, contracts, and other instruments of the
corporation necessary or proper to be executed in the course of the
corporation's regular business or which

B-11

<PAGE>

shall be authorized by the Board of Directors and shall perform all such other
duties as are incident to his office or are properly required of him by the
Board of Directors or the Chairman of the Board. He shall have the authority,
subject to such rules, directions, or orders, as may be prescribed by the
Chairman of the Board or the Board of Directors, to appoint and terminate the
appointment of such agents and employees of the corporation as he shall deem
necessary, to prescribe their power, duties and compensation and to delegate
authority to them.

4.08. THE VICE PRESIDENTS. At the time of election, one or more of the
Vice Presidents may be designated Executive Vice President and one or more of
the Vice Presidents may be designated Senior Vice President. In the absence of
the President or in the event of his death, inability or refusal to act, or in
the event for any reason it shall be impracticable for the President to act
personally, the Executive Vice President, or if more than one, the Executive
Vice Presidents in the order designated at the time of their election, or in the
absence of any such designation, then in the order of their election, or in the
event of his or their inability to act then the Senior Vice President or if more
than one, the Senior Vice Presidents in the order designated at the time of
their election, or in the absence of any such designation then in the order
of their election, or in the event of his or their inability to act, then
the other Vice Presidents in the order designated at the time of their
election, or in the absence of any such designation, then in the order of their
election, shall perform the duties of the President and when so acting shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign with the Secretary or Assistant
Secretary certificates for shares of the corporation and shall perform such
other duties as from time to time may be assigned to him by the President or the
Board of Directors.

4.09. THE SECRETARY. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep or arrange for
the keeping of a register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholder; (e) sign with the
President, or a Vice President, certificates for shares of the corporation, the
issuance of

B-12

<PAGE>

which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the corporation; and (g) in
general perform all duties incident to the office of Secretary and have such
other duties and exercise such authority as from time to time may be delegated
or assigned to him by the President or by the Board of Directors.

4.10. THE TREASURER. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such banks, trust companies or other depositaries as shall be selected in
accordance with the provisions of Section 5.04; and (c) in general perform all
of the duties incident to the office of Treasurer and have such other authority
as from time to time may be delegated or assigned to him by the President or by
the Board of Directors. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and with
such survey or sureties as the Board of Directors shall determine.

4.11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice President certificates for shares of the
corporation, the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors shall
determine. The Assistant Secretaries and Assistant Treasurers, in general,
shall perform such duties and have such authority as shall from time to time be
delegated or assigned to them by the Secretary or the Treasurer, respectively,
or by the President or the Board of Directors.

4.12. OTHER ASSISTANTS AND ACTING OFFICERS. The Board of Directors
shall have the power to appoint any person to act as assistant to any officer or
as agent for the corporation in his stead, or to perform the duties of such
officer whenever for any reason it is impracticable for such officer to act
personally, and such assistant or acting officer or other agent so appointed by
the Board of Directors shall have the power to perform all the duties of the
office to which he is so appointed to be assistant, or as to which he is so
appointed to act, except as such power may be otherwise defined or restricted by
the Board of Directors.

B-13

<PAGE>

4.13. SALARIES. The salaries of the principal officers shall be fixed
from time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS:
SPECIAL CORPORATE ACTS

5.01. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the Chairman of the Board (if the Board of Directors determines to elect
one), the President or one of the Vice Presidents and by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or
an Assistant Secretary, when necessary or required shall affix the corporate
seal thereto; and when so executed no other party to such instrument or any
third party shall be required to make any inquiry into the authority of the
signing officer or officers.

5.02. LOANS. No indebtedness for borrowed money shall be contracted on
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

5.03. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner, including by means of facsimile signatures,
as shall from time to time be determined by or under the authority of a
resolution of the Board of Directors.

5.04. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.

B-14

<PAGE>

5.05. VOTING OF SECURITIES OWNED BY THIS CORPORATION. Subject always to
the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the Chairman of the Board (if the Board of Directors determines
to elect one) or the President of this corporation if present, or in
their absence by any Vice President of this corporation who may be present, and
(b) whenever, in the judgment of the Chairman of the Board (if the Board of
Directors determines to elect one) or the President, or in their absence, of any
Vice President, it is desirable for this corporation to execute a proxy or
written consent in respect to any shares or other securities issued by any other
corporation and owned by this corporation, such proxy or consent shall be
executed in the name of this corporation by the Chairman of the Board (if the
Board of Directors determines to elect one), the President or one of the Vice
Presidents of this corporation, without necessity of any authorization by the
Board of Directors, affixation of corporate seal or counter-signature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.01. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the President
or a Vice President and by the Secretary or an Assistant Secretary. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except as provided in Section 6.06.

6.02. FACSIMILE SIGNATURES AND SEAL. The seal of the corporation on any
certificates for shares may be a facsimile. The signatures of the President or
Vice President and the Secretary or Assistant Secretary upon a certificate may
be facsimiles if the certificate is manually signed on behalf of a transfer
agent or a registrar, other than the corporation itself or an employee of the
corporation.

B-15

<PAGE>

6.03. SIGNATURE BY FORMER OFFICERS. In case any officer, who has signed
or whose facsimile signature has been placed upon any certificate for shares,
shall have ceased to be such officer before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer at
the date of its issue.

6.04. TRANSFER OF SHARES. Prior to due presentment of a certificate for
shares for registration or transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to have and exercise all the rights and power of an
owner. Where a certificate for shares is presented to the corporation with a
request to register for transfer, the corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the corporation had no duty to inquire into adverse claims
or has discharged any such duty. The corporation may require reasonable
assurance that said endorsements are genuine and effective and in compliance
with such other regulations as may be prescribed by or under the authority of
the Board of Directors.

6.05. RESTRICTIONS ON TRANSFER. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.

6.06. LOST, DESTROYED OR STOLEN CERTIFICATES. Where the owner claims
that his certificate for shares has been lost, destroyed or wrongfully taken, a
new certificate shall be issued in place thereof if the owner (a) so requests
before the corporation has notice that such shares have been acquired by a bona
fide purchaser, and (b) files with the corporation a sufficient indemnity bond,
and (c) satisfies such other reasonable requirements as may be prescribed by or
under the authority of the Board of Directors.

6.07. CONSIDERATION FOR SHARES. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
corporation. When payment of the consideration

B-16

<PAGE>

for which shares are to be issued shall have been received by the corporation,
such shares shall be deemed to be fully paid and nonassessable by the
corporation. No certificate shall be issued for any share until such share is
fully paid.

6.08. STOCK REGULATIONS. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statutes of the State of Wisconsin as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
corporation, including the appointment or designation of one or more stock
transfer agents and one or more stock registrars.

ARTICLE VII. OFFICERS AND DIRECTORS; LIABILITY AND
INDEMNITY; TRANSACTIONS WITH CORPORATION

7.01. LIABILITY OF DIRECTORS AND OFFICERS. No person shall be liable to
the corporation for any loss or damage suffered by it on account of any action
taken or omitted to be taken by him as a director or officer of the corporation,
or of any other corporation which he serves as a director or officer at the
request of the corporation, in good faith, if such person (a) exercised and used
the same degree of care and skill as a prudent man would have exercised or used
under the circumstances in the conduct of his own affairs, or (b) took or
omitted to take such action in reliance upon advice of counsel for the
corporation or upon statements made or information furnished by officers or
employees of the corporation which he had reasonable grounds to believe to be
true. The foregoing shall not be exclusive of other rights and defenses to
which he may be entitled as a matter of law.

7.02. INDEMNIFICATION WITH RESPECT TO ACTIONS OTHER THAN BY OR IN THE
RIGHT OF THE CORPORATION. The corporation shall indemnify any person who was or
is a party or threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer or employee of the
corporation, or is or was serving at the request of the corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests

B-17

<PAGE>

of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
please of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding had
reasonable cause to believe that his conduct was unlawful.

7.03. INDEMNIFICATION WITH RESPECT TO ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer or
employee of the corporation, or is or was serving at the request of the
corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit 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 corporation and except that nonindemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.

7.04. ADVANCE PAYMENT. Expenses, including attorneys' fees, incurred in
defending a civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
employee to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the corporation as authorized hereby.

7.05. OTHER RIGHTS. The indemnification provided by this By-Law shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any statute, by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

B-18

<PAGE>

7.06. INSURANCE. The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.

ARTICLE VIII. GENERAL

8.01. SEAL. The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words "Corporate Seal."

8.02. FISCAL YEAR. The fiscal year of the corporation shall be as
provided in Section 0.05.

ARTICLE IX. AMENDMENTS

9.01. BY SHAREHOLDERS. These by-laws may be altered, amended or
repealed and new by-laws may be adopted by the shareholders by affirmative vote
of not less than a majority of the shares present or represented at any annual
or special meeting of the shareholders at which a quorum is in attendance.

9.02. BY DIRECTORS. These by-laws may also be altered, amended or
repealed and new by-laws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of directors present at any meeting at which a
quorum is in attendance; but no by-law adopted by the shareholders shall be
amended or repealed by the Board of Directors if the by-law so adopted so
provides.

B-19

<PAGE>

September 22, 1977

This is to certify that the attached are true and correct copies of the Amended
and Reinstated By-Laws as adopted by ITT Life Insurance Corporation on July 2,
1974.

ITT LIFE INSURANCE CORPORATION

By /s/ William F. Higley
---------------------------------
Senior Vice President & Secretary

<PAGE>
Exhibit (b)(10)

[LOGO] ITT HARTFORD

APPLICATION
FOR
LIFE INSURANCE

<PAGE>

AGENT: THIS NOTICE MUST BE REMOVED AND LEFT WITH THE PROPOSED INSURED(S)

HARTFORD LIFE INSURANCE COMPANY
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

NATIONAL SERVICE CENTER ADDRESS:
P.O. BOX 59179
MINNEAPOLIS, MN 55459

INVESTIGATIVE CONSUMER REPORT PRE-NOTIFICATION

Federal and state laws require notification that, in connection with your
application, we may request an investigative consumer report. In addition, such
a report may be requested subsequently to update our records if you apply for
additional coverage. You may request to be interviewed in connection with the
preparation of the investigative consumer report. Within 5 business days of
receiving your written request, we will inform you whether or not an
investigative consumer report was requested and, if such a report was requested,
the address and telephone number of the investigative agency to which the
request was made. By contacting the local office and providing proper
identification, you may inspect or, for the appropriate fee, receive a copy of
such report. The investigative agency may retain information they gather and
disclose it at a later date to other persons.

Typically the report will contain information as to character, general
reputation, personal characteristics and mode of living, which information is
obtained through an interview with you or an adult member of your family,
employers or business associates, financial sources, friends, neighbors or
others with whom you are acquainted. The information will consist, when
applicable, of a confirmation of your identity, age, residence, marital status,
and past and present employment including occupational duties, financial
information, driving record, sports and recreational activities, health
history, use of alcohol or drugs, if any, living conditions and type of
community.

MEDICAL INFORMATION BUREAU (MIB) PRE-NOTIFICATION

Information regarding your insurability will be treated as confidential. The
Hartford Life or ITT Hartford Life and Annuity Insurance Company or its
reinsurer(s) may, however, make a brief report thereon to the Medical
Information Bureau, a non-profit membership organization of life insurance
companies, which operates an information exchange on behalf of its members.
If you apply to another Bureau member company for life or health insurance
coverage, or a claim for benefits is submitted to such a company, the Bureau,
upon request, will supply such a company, with the information in its file.

Upon receipt of a request from you, the Bureau will arrange disclosure of any
information it may have in your file. If you question the accuracy of
information in the bureau's file, you may contact the Bureau and seek a
correction in accordance with the procedures set forth in the Federal Fair
Credit Reporting Act. The address of the Bureau's information office is Post
Office Box 105, Essex Station, Boston, Massachusetts 02112, telephone number
(617)426-3660.

The Hartford Life or ITT Hartford Life and Annuity Insurance Company or its
reinsurer(s) may also release information in their files to other life insurance
companies to whom you may apply for life or health insurance, or to whom a claim
for benefits may be submitted.

PERSONAL HISTORY INTERVIEW

To provide you, our client, with the best possible service, we may follow-up
your application for insurance with what we call a personal history interview.
This is a phone call placed at the request of our underwriting office. Its
purpose is to make sure that our application information is accurate and
complete.

Our interviewers are trained to conduct their calls in a friendly, professional
manner. The nature of the information discussed is always treated as personal
and confidential.

Form HL-14619

<PAGE>

<S><C>

/ / HARTFORD LIFE INSURANCE COMPANY APPLICATION FOR LIFE INSURANCE
/ / ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
HARTFORD CONNECTICUT 06104-2999 [Logo] ITT HARTFORD

- -----------------------------------------------------------------------------------------------------------------------------------
1. PROPOSED INSURED INFORMATION
- -----------------------------------------------------------------------------------------------------------------------------------
a. Name of Proposed Insured b. Age c. Date of Birth d. Sex
- -----------------------------------------------------------------------------------------------------------------------------------
e. Social Sec. No. f. Place of Birth
- -----------------------------------------------------------------------------------------------------------------------------------
g. Residence Address h. Business Address

- -----------------------------------------------------------------------------------------------------------------------------------
i. Occupation/Duties
- -----------------------------------------------------------------------------------------------------------------------------------
2. PROPOSED JOINT INSURED - COMPLETE IF APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------------
a. Name of Proposed Insured b. Age c. Date of Birth d. Relationship to First Insured e. Sex
- -----------------------------------------------------------------------------------------------------------------------------------
f. Social Sec. No. g. Place of Birth
- -----------------------------------------------------------------------------------------------------------------------------------
h. Residence Address i. Business Address

- -----------------------------------------------------------------------------------------------------------------------------------
j. Occupation/Duties
- -----------------------------------------------------------------------------------------------------------------------------------
3. OWNER/BENEFICIARY INFORMATION
- -----------------------------------------------------------------------------------------------------------------------------------
a. Policy Owner Name and Address b. Soc. Sec. No. or Tax ID c. Relationship to Proposed Insured(s)

- -----------------------------------------------------------------------------------------------------------------------------------
d. Primary Beneficiary(s). Give full legal names/address. e. Relationship to Proposed Insured(s) f. % of Death Benefit

- -----------------------------------------------------------------------------------------------------------------------------------
g. Contingent Beneficiary. Give full legal name/address. h. Relationship to Proposed Insured(s)

- -----------------------------------------------------------------------------------------------------------------------------------
4. PLAN OF INSURANCE/PREMIUM
- -----------------------------------------------------------------------------------------------------------------------------------
a. Plan of Insurance: b. Initial Premium $ c. Initial Face Amount $
- -----------------------------------------------------------------------------------------------------------------------------------
d. PREMIUM ALLOCATION. (MUST TOTAL 100%)
AGGRESSIVE GROWTH __________% DIVIDEND & GROWTH __________% MORTGAGE SEC __________%
INTERNATIONAL __________% ADVISER/MGD ACCT __________% BOND __________%
STOCK __________% INDEX __________% MONEY MARKET __________%
OTHER __________% Please Specify Fund ____________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
5. REPLACEMENT Applicant
- -----------------------------------------------------------------------------------------------------------------------------------
Are you purchasing this insurance to replace any life insurance or annuities in-force? YES NO
--------
If yes, company ________________________________________________ Estimated Transfer Amount $______________ / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
6. SIMPLIFIED UNDERWRITING: IF THE ANSWERS TO QUESTION 6 ARE "NO", COMPLETE Proposed
- --- QUESTION 12. IF ANY ANSWERS ARE "YES", PLEASE GIVE DETAILS UNDER QUESTION 9 AND CONTINUE BY Proposed Joint
ANSWERING QUESTIONS 7-12. Insured Insured
---------------------
FULL UNDERWRITING: ANSWER QUESTIONS 7-12. YES NO YES NO
- -----------------------------------------------------------------------------------------------------------------------------------
a. Have you ever had or been treated for cancer, insulin dependent diabetes, heart attack, chest pain,
stroke, central nervous system disorder, muscular disorder or respiratory disorder? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
b. In the past 5 years have you had or been treated for a nervous or psychological disorder, epilepsy,
emphysema, kidney failure, liver disorder or been advised to have treatment for alcohol or drug abuse? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
c. Have you ever been diagnosed as having AIDS, AIDS Related Complex or other immune deficiency
disorder? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
d. Have you ever been declined for life insurance? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------

Form HL-14619 APPLICATION CONTINUED

<PAGE>

- -----------------------------------------------------------------------------------------------------------------------------------
7. FULL UNDERWRITING Proposed
- --- PLEASE ANSWER ALL QUESTIONS. EXPLAIN "YES" ANSWERS UNDER QUESTION 9. Proposed Joint
Insured Insured
----------------------
YES NO YES NO
- -----------------------------------------------------------------------------------------------------------------------------------
a. During the past 5 years have you consulted a physician or visited a clinic or hospital as a patient? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
b. Have you had insurance offered with an extra premium? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
c. Do you plan to travel or reside outside the United States? (If yes, state when, where, how long) / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
d. Have you flown in the past 2 years as a pilot or student pilot? (If yes, give details) / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
e. Have you participated in the past 2 years in any type of vehicle racing, sky or scuba diving or
hang gliding? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
f. Have you in the past 2 years had motor vehicle moving violations or your license suspended?
(If yes, give date, violation, license number and state) / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
g. Have you in the past 12 months smoked cigarettes, cigars, pipes or used chewing tobacco?
(If yes, specify substance) / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
h. Height ___ft ___in ___ft ___in
- -----------------------------------------------------------------------------------------------------------------------------------
i. Weight ____lbs ____lbs
- -----------------------------------------------------------------------------------------------------------------------------------
8. HAVE YOU EVER BEEN TREATED FOR: YES NO YES NO
- -----------------------------------------------------------------------------------------------------------------------------------
a. Heart murmur, high blood pressure or other heart, blood or circulatory disorder, or diabetes
(whether or not on insulin)? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
b. Convulsions, brain or spinal cord disorders? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
c. Any disease of the bones, lymph glands, stomach, intestines or any immune disorder? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
9. GIVE COMPLETE DETAILS INCLUDING NAMES AND ADDRESSES OF DOCTORS AND HOSPITALS
- -----------------------------------------------------------------------------------------------------------------------------------
Ques No.
- --------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
10. OTHER INSURANCE IN FORCE/APPLIED FOR YES NO YES NO
- -----------------------------------------------------------------------------------------------------------------------------------
Do you have life insurance in force or applied for? (Give company, amount, plan, year of issue
and if Waiver of Premium and Accidental Death Benefits are included) / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
11. QUESTION FOR APPLICANT Applicant
---------
YES NO
- -----------------------------------------------------------------------------------------------------------------------------------
If we are unable to issue a life insurance policy, do you wish to apply for an annuity? / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
12. SUITABILITY Applicant
---------
YES NO
- -----------------------------------------------------------------------------------------------------------------------------------
a. Do you believe that this policy is consistent with your insurance needs and financial objectives? / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
b. Do you understand that the amount and duration of the death benefit may vary, depending on the investment
performance of the variable accounts? / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
c. Do you understand that the policy values may increase or decrease, depending on the investment performance
of the variable accounts? / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
d. Did you receive the current prospectus for the life policy applied for? / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
e. Do you understand that the initial premium will be allocated to the Money Market Sub-Account until the
expiry of the Right to Examine Policy period? / / / /
- -----------------------------------------------------------------------------------------------------------------------------------

Form HL-14619 APPLICATION CONTINUED

</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
13. AGREEMENT AND ACKNOWLEDGEMENT AND AUTHORIZATION
- --------------------------------------------------------------------------------
AGREEMENT AND ACKNOWLEDGEMENT
Each of the undersigned declares that: the statements and answers contained
in this application are complete and true to the best of each person's
knowledge and belief; and each agrees that coverage can take effect only if
the Proposed Insured(s) is/are alive and all answers material to the risk are
still true and complete when the policy is delivered and paid for. I/We
agree that the statements and answers contained in this application shall
form the basis of any contract for life insurance that may be issued; and a
copy of this application shall be attached to and made part of the policy.

I certify that my correct Tax I.D. Number is shown below. I also certify
that I am not subject to backup withholding.

Except as provided in the Conditional Receipt with the same date as this
application, the insurance applied for will not take effect until: (a) the
policy is issued, delivered to the policyholder; and (b) the initial premium
is paid; while (c) each Proposed Insured(s) is/are living and his/her
insurability is the same as described in this application.

If the initial premium accompanies this application, I/we acknowledge
possession of the Conditional Receipt and certify that I//we have read it.
The terms and conditions of the receipt, to which I/we agree, have been
explained to me/us fully by the agent and I/we understand them.

I/We agree that only an Officer of the Company may alter the terms of the
application, the Conditional Receipt or the policy, or waive any of the
Company's rights or requirements.

AUTHORIZATION TO OBTAIN, RELEASE AND DISCLOSE INFORMATION
I/We authorize: 1) any licensed physician, medical practitioner, hospital,
clinic or any other medically related facility, insurance company, the
Medical Information Bureau or other organization, institution or person that
has any records or knowledge of me/us or my/our health to give this data to
Hartford Life or ITT Hartford Life and Annuity Insurance Company (Hartford)
or its reinsurers, 2) the medical, surgical, drug or alcohol use, mental
health or emotional health information requested to be used to determine
my/our insurability and/or eligibility for any benefits in the event of a
claim, 3) Hartford or its reinsurers to give any information about me/us or
my/our health to the Medical Information Bureau, other insurance companies in
which I/we may have policies, or to whom I/we may apply, or to whom a claim
for benefits may be submitted and as may be required by law.

I/We understand that if I/we request details about any of the medical
information gathered about me/us or my/our children which relates to this
application; (a) the medical information; and, (b) the identity of the
medical care institution or the medical person who provided the information;
shall be released to me/us or to a licensed medical person of my/our choice.

Upon written request, I/we will receive details of the method I/we must use
to exercise my/our right to access, correct and amend any information
gathered about me/us or my/our children which relates to this application.
I/we may revoke, in writing, the right to use this consent form except to the
extent that action has already been taken.

This consent form will expire: two years from the date of the contract; or,
one year from the date below, if no contract has yet been issued. I/We know
that I/we may request to receive a copy of this authorization. A photocopy
of this consent form is as valid as the original.

Signed at _____________________ this_____ day of_________________ 19_______.

_______________________________________ ___________________________________
Signature of Proposed Insured Signature of Proposed Joint Insured
(Parent or Guardian if (Parent or Guardian if
under 15 years of Age) under 15 years of Age)

_______________________________________ ___________________________________
Signature of Licensed Agent/ Signature of Applicant/Owner
Registered Representative if other than Proposed Insured(s)

Owner's Social Security/Tax I.D. No. ________ $ ________________________________
Amount Received with Application

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

Form HL-14619 APPLICATION CONTINUED

<PAGE>

- -----------------------------------------------------------------------------------------------------------------------------------
AGENT INFORMATION - COMPLETE FOR ALL APPLICATIONS.
- -----------------------------------------------------------------------------------------------------------------------------------
1. Do you have knowledge or reason to believe that replacement of existing life insurance or annuities is involved in this
transaction?
- -----------------------------------------------------------------------------------------------------------------------------------
2. Personal History Interview
Most convenient time to call / / Morning / / Afternoon / / Evening
Place to call / / Home / / Business / / Phone number ____________________________
May we interview the Spouse or an adult member of the family: / / Yes / / No
Show any unusual name pronunciation phonetically. ________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
3. Estimated annual income, net worth and marital status of Proposed Insured(s) and Applicant (if different)?

- -----------------------------------------------------------------------------------------------------------------------------------
4. Give the purpose of this insurance and the nature of the Owner/Applicant's insurance interest.

- -----------------------------------------------------------------------------------------------------------------------------------
REMARKS - IDENTIFY QUESTION AND GIVE DETAILS
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
PRODUCER CERTIFICATION - COMPLETE FOR ALL APPLICATIONS.
- -----------------------------------------------------------------------------------------------------------------------------------
1. I CERTIFY that I asked each question separately; the answers were recorded as given; and, they are complete and accurate
to the best of my knowledge and belief.
2. I CERTIFY that I am duly licensed in the state in which this application was signed.
3. I have given the Proposed Insured(s) the appropriate Disclosure documents.
4. I CERTIFY that I am a NASD Registered Representative.
5. I have complied with state and federal laws on disclosure, cost comparison and replacement.
6. I have reviewed the purchase of this insurance policy as to suitability.
7. I have explained to the Applicant that this policy is not effective until a policy is issued by our National Service Center.
8. I have provided a compliance illustration with this application.

X ________________________________________________________________________________________________________________________
Signature(s) of Writing Agent(s)/Registered Representative Writing Agent's Code Number
- -----------------------------------------------------------------------------------------------------------------------------------
PAY COMMISSIONS AS INDICATED BELOW (COMMISSION SPLITS ARE AT WRITING AGENT LEVEL)
- -----------------------------------------------------------------------------------------------------------------------------------
AGENT NAME AGENT CODE SOCIAL SEC/TAX I.D. SPLIT
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
ITT Hartford Use Only: F.O.#______ Staff Code______ Advanced Und. Code______ Marketing Code______
- -----------------------------------------------------------------------------------------------------------------------------------
WHEN CONDITIONAL RECEIPT CAN BE USED
- -----------------------------------------------------------------------------------------------------------------------------------

An advance payment may be accepted and the Conditional Receipt may be given ONLY under the following conditions:

1. The advance premium is equal to the full initial premium.
2. The answers to Question 6 are "No".
3. The Proposed Insured(s) appear to be standard risks in all respects.
4. The Conditional receipt is given and the advance premium is collected only at the time the application is taken and signed.
5. The application does not contain a request for postdating.
6. The agent does not make an advance payment for the Proposed Insured or Applicant. If this is done, loss of the agent's
license could result.
7. For policies requiring full underwriting, the Proposed Insured(s) is/are 65 years old or less, age last birthday.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

AGENTS REPORT

<PAGE>

CONDITIONAL RECEIPT

FOR LIFE INSURANCE POLICIES REQUIRING FULL UNDERWRITING,
THIS RECEIPT IS VALID ONLY ON PROPOSED INSURED(S) AGE 65 OR LESS.

If any person proposed for coverage has answered "Yes" to Question 6, no payment
may be accepted with the application.

1. NO COVERAGE WILL BECOME EFFECTIVE PRIOR TO DELIVERY OF THE POLICY APPLIED
FOR UNLESS AND UNTIL ALL THE CONDITIONS OF THIS RECEIPT HAVE BEEN FULFILLED
EXACTLY:

(a) The amount of payment taken with the application must be equal to the
full initial premium and for the amount of insurance which may become
effective prior to delivery of the policy.

(b) All medical examinations, test, x-rays and electrocardiograms required
by the Company must be completed and received at its National Service
Center in Minneapolis, Minnesota within 60 days from the date of
completion of this application.

(c) As of the effective date, as defined below, each person proposed for
insurance in this application must be a risk insurable in accordance
with the Company's rules, limits, and standards for the plan and the
amount applied for without any modification either as to plan, amount,
riders and/or the rate of premium paid.

(d) As of the effective date, the state of health and all factors
affecting the insurability of each and every person proposed for
insurance must be as stated in the application.

2. Subject to the conditions of paragraph 1, insurance, as provided by the
terms and conditions of the policy applied for and in use on the effective
date, but for an amount not exceeding that specified in paragraph 3, will
become effective as of the effective date. "Effective date", as used
herein, is the later of: (a) the date of completion of the application, or
(b) the date of completion of all medical examinations, tests, x-rays and
electrocardiograms required by the Company. The effective date is
determined separately for each person proposed for coverage.

3. The total amount of insurance which may become effective on any person
proposed for insurance shall not exceed the initial premium plus $500,000.

4. If one or more of the conditions of paragraph 1 have not been fulfilled
exactly, there shall be no liability on the part of the Company except to
return the applicable payment in exchange for this Receipt.

5. NO AGENT OR ANY OTHER PERSON IS AUTHORIZED BY THE COMPANY TO WAIVE OR
MODIFY IN ANY WAY ANY OF THE PROVISIONS OF THIS CONDITIONAL RECEIPT.

If all the conditions are not fulfilled exactly, the insurance will take effect
when the policy is delivered to the owner stated in the application; but only if
at the time of such delivery there has been no change in insurability as
represented in the application.

All premium checks must be made payable to the Insurance Company. Do not make
checks payable to the agent or leave the payee blank.

Received a check totaling $ ________________ from __________________________ in
connection with the application for life insurance totaling $ _________________,
bearing the same date as this Conditional Receipt.

Dated at ________________________ this_______ day of _________________ 19 ____.

__________________________________
Signature of Agent

THIS RECEIPT IS TO BE DETACHED AND GIVEN TO THE APPLICANT AT THE TIME OF
APPLICATION IF ANY MONEY IS TAKEN

<PAGE>

EXHIBIT A.(11)

HARTFORD LIFE INSURANCE COMPANY
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
DESCRIPTION OF TRANSFER AND REDEMPTION PROCEDURES AND
METHOD OF COMPUTING ADJUSTMENTS IN PAYMENTS AND
ACCOUNT VALUES UPON CONVERSION TO
FIXED BENEFIT CONTRACTS

This document sets forth, as required by Rule 6e-3(T)(b)(12)(ii), the
administrative procedures that will be followed by Hartford Life Insurance
Company and ITT Hartford Life and Annuity Insurance Company (each "Hartford") in
connection with the issuance of its modified single premium variable life
insurance Contract (the "Contract"), the transfer of assets held thereunder, and
the redemption by Contract Owners of their interests in said Contracts. The
document also describes the method that Hartford will use in adjusting the
payments and cash values when a Contract is exchanged for a fixed benefit
insurance contract pursuant to Rule 6e-3(T)(b)(13)(v)(B).

TRANSFER AND REDEMPTION PROCEDURES

1. PURCHASE AND RELATED TRANSACTIONS

A. PREMIUMS AND UNDERWRITING STANDARDS

This Contract is a modified single premium contract. The Contract permits
the Contract Owner to pay a large single premium and, subject to
restrictions, additional premiums. The Contract Owner may choose a minimum
initial premium of 80%, 90% or 100% of the Guideline Single Premium (based
on the Face Amount). Under current underwriting rules, which are subject
to change, Applicants between the ages of 45 and 80 who pay an initial
premium of 100% of the Guideline Single Premium are eligible for simplified
underwriting without a medical examination if they meet simplified
underwriting standards as evidenced in their responses in the application.
For Contract Owners who pay an initial premium of 80% or 90% of the
Guideline Single Premium or who are below age 45 or above age 80, standard
underwriting applies. Additional premiums are allowed if they do not cause
the Contract to fail to meet the definition of a life insurance contract
under Section 7702 of the Internal Revenue Code. Hartford may require
evidence of insurability for any additional premiums which increase the
Coverage Amount. Generally, the minimum initial premium Hartford will
accept is $10,000. Hartford may accept less than $10,000 under certain
circumstances. No premium will be accepted which does not meet the tax
qualification guidelines for life insurance under the Code. The Contracts
will be offered and sold pursuant to established underwriting standards and
in accordance with state insurance laws, which prohibit unfair
discrimination among Contract Owners, but recognize that premiums must be
based upon factors such as age, health or occupation.

<PAGE>

-2-

B. APPLICATION AND INITIAL PREMIUM PROCESSING

Upon receipt of a completed application, Hartford will follow certain
insurance underwriting (i.e., evaluation of risks) procedures designed to
determine whether the applicant is eligible for simplified or standard
underwriting for determining insurability. Standard underwriting may
involve such verification procedures as medical examinations and may
require that further information be provided by the proposed Insured before
a determination can be made. A Contract will not be issued, and
consequently a Contract Issue Date established, until underwriting
procedures have been completed.

If a premium is submitted with the Contract application, insurance coverage
will begin immediately if the proposed Insured is insurable at a standard
rate under a conditional receipt agreement. Otherwise, insurance coverage
will not begin until the Contract's Issue Date. In either case, the
Contract when issued will be effective from the date Hartford receives the
initial premium at its National Service Center.

If a premium is not paid with the application, insurance coverage will
begin and the Contract will be effective on the later of the date the
underwriting determination is made or on the date the premium is received.

C. PREMIUM ALLOCATION

In the application for a Contract, the Contract Owner can allocate the
initial premium among the various Sub-Accounts. Hartford will allocate the
entire premium to the Money Market Sub-Account available under the
Contract. At a later date, the value of the Contract Owner's interest in
the Money Market Sub-Account will be allocated among the Sub-Accounts of
Separate Account Five in accordance with the Contract Owner's instructions
in the application for insurance.

D. CONTRACT LOANS

A Contract Owner may obtain a cash loan from Hartford, which is secured by
the Contract. The aggregate amount of all loans (including the currently
applied for loan) may not exceed 90% of the Cash Value at the time a loan
is requested.

The amount of each loan will be transferred on a Pro Rata Basis from each
of the Sub-Accounts (unless the Contract Owner specifies otherwise) to the
Loan Account. The Loan Account is a mechanism used to ensure that any
outstanding Indebtedness remains fully secured by the Contract values.

<PAGE>

-3-

LOAN INTEREST AND CREDITED INTEREST

Interest will accrue daily on the Indebtedness at the Contract Loan
Interest Rate indicated in the Contract. The difference between the value
of the Loan Account and the Indebtedness will be transferred on a Pro Rata
Basis from the Sub-Accounts to the Loan Account on each Monthly Activity
Date.

The amounts allocated to the Loan Account will bear interest at a rate of
4% per annum (6% for "Preferred Loans"). The amount of the Loan Account
that equals the difference between the Account Value and the total of all
premiums paid under the Contract is considered a "Preferred Loan." The
loan interest rate that Hartford will charge on all loans is 6% per annum.

LOAN REPAYMENTS

Contract Owners can repay any part of or the entire loan at any time.

The amount of loan repayment will be deducted from the Loan Account and
will be allocated among the Sub-Accounts in the same percentage as premiums
are allocated.

TERMINATION DUE TO EXCESSIVE INDEBTEDNESS

If total Indebtedness equals or exceeds the Cash Value, the Contract will
terminate 61 days after we have mailed notice to the Contract Owner's last
known address and that of any assignees of record. If sufficient loan
repayment is not made by the end of the Grace Period, the Contract will end
without value.

EFFECT OF LOANS ON ACCOUNT VALUE

A loan, whether or not repaid, will have a permanent effect on the Account
Value because the investment results of each Sub-Account will apply only to
the amount remaining in such Sub-Accounts. The longer a loan is
outstanding, the greater the effect is likely to be. The effect could be
favorable or unfavorable. If the Sub-Accounts earn more than the annual
interest rate for funds held in the Loan Account, a Contract Owner's
Account Value will not increase as rapidly as it would have had no loan
been made. If the Sub-Accounts earn less than the Loan Account, the
Contract Owners Account Value will be greater than it would have been had
no loan been made. Also, if not repaid, the aggregate amount of the
indebtedness under the Contract will reduce the Death Proceeds and Cash
Surrender Value otherwise payable.
<PAGE>
-4-

II. TRANSFER AMONG INVESTMENT DIVISIONS

Each Sub-Account available under the Contracts invests in shares of an open-end
diversified management investment company registered with the Securities and
Exchange Commission. At any time, the Contract Owner may transfer value among
the Funds. We reserve the right at a future date to limit the size of transfers
and remaining balances and to limit the number and frequency of transfers.

A transfer will take effect on the date the written request (or telephone
request) is received at Hartford unless a later date is designated in the
request for transfer. A transfer between the Loan Account and the Separate
Account incident to the repayment or making of a loan under the Contract will
not be considered a transfer. A transfer from the Money Market Sub-Account at
the end of the Right to Cancel Period or a transfer arising because of a
substitution of securities by Hartford will also not be considered a transfer.

III. "REDEMPTION" PROCEDURES: SURRENDER AND RELATED TRANSACTIONS

A. SURRENDER FOR CASH VALUE

At any time before the death of the Insured and while the Contract is in
force, the Contract Owner may completely surrender the Contract by written
request. The surrender payment from the Sub-Accounts will be made within
seven days after Hartford receives the written request, unless payment is
postponed to the relevant provision of the Investment Company Act of 1940.

B. BENEFIT CLAIMS

As long as the Contract remains in force, Hartford will usually pay the
Death Proceeds to the named Beneficiary within seven days after receipt of
due proof of death of the Insured unless the Contract is contested.
Payment of the Death Proceeds may be postponed as permitted pursuant to the
relevant provisions of the Investment Company Act of 1940.

The Death Proceeds equal the Death Benefit under the Contract less all
indebtedness under the Contract. The Death Benefit will be determined on
the date Hartford receives written notice of death and is a function of the
Death Benefit Option chosen by the Contract Owner.

In lieu of payment of the death proceeds in a single sum, an election may
be made to apply all or a portion of the proceeds under one of the fixed
and
<PAGE>
- 5 -

variable benefit settlement options described in the Contract and
Prospectus or a combination of options. The election may be made by the
Contract Owner during the Insured's lifetime. The Beneficiary may make or
change an election within 90 days of the death of the Insured, unless the
Contract Owner has made an irrevocable election. The fixed and variable
benefit settlement options are subject to the restrictions and limitations
set forth in the Contract and Prospectus.

C. CONTRACT LAPSE

The Contract will terminate 61 days after a Monthly Activity Date on which
the Cash Surrender Value is less than zero. The 61-day period is the Grace
Period. If sufficient premium is not paid by the end of the Grace Period,
the Contract will terminate without value. The Company will mail the
Contract Owner and any assignee written notice of the amount of premium
that will be required to continue the Contract in force at least 61 days
before the end of the Grace Period. The premiums required will be no
greater than the amount required to pay three (3) Monthly Deduction Amounts
as of the day the Grace Period began. If that premium is not paid by the
end of the Grace Period, the Contract will terminate.

If the Contract lapses, the Contract Owner may reinstate the Contract by
payment of the reinstatement premium (and any applicable charges) shown in
the Contract. A request for reinstatement may be made at any time within
five years of lapse. If a loan was outstanding at the time of lapse,
Hartford will require repayment of the loan before permitting reinstatement
or the loan will also be reinstated. In addition, Hartford reserves the
right to require satisfactory evidence of insurability.

D. CONTRACT LOANS

See "Purchase and Related Transactions," Section I. D. on page 2 of this
Exhibit.

CASH ADJUSTMENT UPON EXCHANGE OF CONTRACT

If the Contract is in effect, the Contract Owner may exchange it any time,
during the 24 months following its Date of Issue, for a permanent life insurance
contract offered by Hartford on the life of the Insured without evidence of
insurability.

The new Contract will be issued by Hartford with an amount at risk which equals
or
<PAGE>
- 6 -

is less than the amount at risk in effect on the Exchange Date and with premiums
based on the same risk classification as the Contract.

This exchange is subject to adjustments in payments and Account Values to
reflect variances, if any, in the payments and Account Values under the Contract
and the new Contract.

<PAGE>

[LOGO] [ITT LETTERHEAD]

April 18, 1995

Securities and Exchange Commission
450 Fifth St., N.W.
Washington, D.C. 20549

Dear Sirs:

This opinion is furnished in connection with the registration statement under
the Securities Act of 1933 as amended, of a certain modified single premium
variable life insurance contract (the "Contract") that will be offered and sold
by Hartford Life Insurance Company and certain units of interest to be issued in
connection with the Contract.

The hypothetical illustrations of the contract used in this Registration
Statement accurately reflect reasonable estimates of projected performance of
the contract under the stipulated rates of investment return, the contractual
expense deductions and guaranteed cost-of-insurance rates, and utilizing a
reasonable estimation for expected fund operating expenses.

I hereby consent to the use of this opinion as an exhibit to the Securities Act
Registration Statement on Form S-6 and to the reference to my name under the
heading "Experts" in the Prospectus included in the Securities Act Registration
Statement.

Very truly yours,

/s/ Gregory M. Mateja

Gregory M. Mateja, FSA, MAAA
Director Individual Annuity
Inforce Management