SEPARATE ACCOUNT FIVE OF ITT HARTFORD LIFE & ANNUITY INS CO
485BPOS, 1996-04-30
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<PAGE>

                                                    Registration No.  33-83650

                          SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C.

   

                             POST-EFFECTIVE AMENDMENT NO. 3
                                     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 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:

   

         Scott K. Richardson, Esquire
         ITT Hartford Life Insurance 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, 1996 pursuant to paragraph (b)(1)(v) of Rule 485
    -------
            60 days after filing pursuant to paragraph (a)(1) of Rule 485
    -------
            on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485
    -------
            this post-effective amendment designates a new effective date for
    ------- a previously filed post-effective amendment.

    

E.  Title and amount of securities being registered:

   

    Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
    Registrant has registered an indefinite amount of securities.  The Rule
    24f-2 Notice for the Registrant's most recent fiscal year was filed on or
    about February 29, 1996.

    

<PAGE>

F.  Proposed maximum aggregate offering price to the public of the securities
    being registered:

    Not yet determined.

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>

                           RECONCILIATION AND TIE BETWEEN
                               FORM N-8B AND PROSPECTUS

Item No. of
FORM N-8B-2             CAPTION IN PROSPECTUS

    1.                  Cover page

    2.                  Cover page

    3.                  Not applicable

    4.                  The Company; Distribution of the Contracts

    5.                  Summary - The Separate Account; The Separate 
                        Account-General

    6.                  The Separate Account - General

    7.                  Not required by Form S-6

    8.                  Not required by Form S-6

    9.                  Legal Proceedings

    10.                 Summary; The Separate Account - Portfolios; The
                        Contract- Application for a Contract;  Contract
                        Benefits and Rights; Other Matters - Voting Rights,
                        Dividends

    11.                 Summary; The Separate Account - Portfolios

    12.                 Summary;  The Separate Account- Portfolios

    13.                 Deductions and Charges;  Distribution of the 
                        Contracts; Federal Tax Considerations

    14.                 The Contract - Application for a Contract

    15.                 The Contract - Allocation of Premium

    16.                 The Separate Account - Portfolios;  The Contract -
                        Allocation of Premium

    17.                 Summary; Contract Benefits and Rights - Account Value
                        and  Amount Payable on Surrender of the Contract,
                        Cancellation and Examine Rights



<PAGE>

ITEM NO. OF
FORM N-8B-2             CAPTION IN PROSPECTUS

    18.                 The Separate Account - Portfolios; Deduction and
                        Charges; Federal Tax Considerations

    19.                 Other Matters - Statement to Contract Owners

    20.                 Not applicable

    21.                 Contract Benefits and Rights - Contract Loans

    22.                 Not applicable

    23.                 Safekeeping of Separate Account Assets

    24.                 Other Matters - Assignment

    25.                 The Company

    26.                 Not applicable

    27.                 The Company

    28.                 The Company

    29.                 The Company

    30.                 Not applicable

    31.                 Not applicable

    32.                 Not applicable

    33.                 Not applicable

    34.                 Not applicable

    35.                 Distribution of Contracts

    36.                 Not required by Form S-6

    37.                 Not applicable

    38.                 Distribution of the Contracts

<PAGE>

ITEM NO. OF
FORM N-8B-2             CAPTION IN PROSPECTUS

    39.                 The Company;  Distribution of the Contracts

    40.                 Not applicable

    41.                 The Company;  Distribution of the Contracts

    42.                 Not applicable

    43.                 Not applicable

   
    44.                 The Contract - Allocation of Premium
    

    45.                 Not applicable

    46.                 Contract Benefits and Rights - Account Value

    47.                 The Separate Account - Portfolio

    48.                 Cover Page;  The Company

    49.                 Not applicable

    50.                 The Separate Account - General

    51.                 Summary;  The Company;  The Contract;  Contract
                        Benefits and Rights;  Other Matters - Beneficiary

    52.                 The Separate Account - Portfolios, Investment Adviser

    53.                 Federal Tax Considerations

    54.                 Not applicable

    55.                 Not applicable

    56.                 Not required by Form S-6

    57.                 Not required by Form S-6

    58.                 Not required by Form S-6

   
    59.                 Not required by Form S-6
    


<PAGE>
   [LOGO]
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S>                                                                 <C>
                                                                        DIRECTOR
                                                                            LIFE
                                                                        MODIFIED
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                           SINGLE
P.O. Box 2999                                                            PREMIUM
Hartford, Connecticut 06104-2999                                        VARIABLE
Telephone: 1-800-231-5453                                                   LIFE
                                                                       INSURANCE
                                                                       CONTRACTS
</TABLE>
    
 
- --------------------------------------------------------------------------------
 
   
This prospectus describes Director Life, a modified single premium variable life
insurance  contract ("Contract" or "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 22. 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 HVA Money Market Fund, Inc. 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  Funds presently  are
Hartford  Advisers  Fund,  Inc.,  Hartford  Bond  Fund,  Inc.,  Hartford Capital
Appreciation Fund, Inc., Hartford Dividend and Growth Fund, Inc., Hartford Index
Fund, Inc., Hartford International  Advisers Fund, Inc., Hartford  International
Opportunities  Fund,  Inc., Hartford  Mortgage  Securities Fund,  Inc., Hartford
Stock Fund, Inc., and HVA Money Market Fund, Inc.
 
   
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  Contract  may terminate  if  the Cash
Surrender  Value  is  insufficient  to  cover  a  Deduction  Amount  and,  after
expiration of a specified period, no additional premium payments are made.
    
 
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
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, 1996.
    
<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.
 
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:  The registered  management investment companies  in which  assets of the
Separate Account may be invested.
 
GUIDELINE SINGLE PREMIUM: The "Guideline  Single Premium" as defined in  Section
7702 of the Code.
 
   
HOME  OFFICE: Currently located at  200 Hopmeadow Street, Simsbury, Connecticut;
however, the mailing address is P.O. Box 2999, Hartford, Connecticut 06104-2999.
    
 
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.
 
SUB-ACCOUNT: The  subdivisions  of  the  Separate Account  used  to  allocate  a
Contract Owner's Account Value, less Indebtedness, among the Funds.
<PAGE>
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
 
   
<TABLE>
<CAPTION>
                                                                                                                      PAGE
                                                                                                                      -----
<S>                                                                                                                <C>
SUMMARY..........................................................................................................           4
THE COMPANY......................................................................................................           6
THE SEPARATE ACCOUNT.............................................................................................           7
  General........................................................................................................           7
  Funds..........................................................................................................           7
  Investment Adviser.............................................................................................           9
THE CONTRACT.....................................................................................................           9
  Application for a Contract.....................................................................................           9
  Premiums.......................................................................................................          10
  Allocation of Premiums.........................................................................................          10
  Accumulation Unit Values.......................................................................................          10
DEDUCTIONS AND CHARGES...........................................................................................          11
  Monthly Deductions.............................................................................................          11
  Annual Maintenance Fee.........................................................................................          12
  Taxes Charged Against the Separate Account.....................................................................          12
  Charges Against the Funds......................................................................................          12
  Contingent Deferred Sales Charge...............................................................................          12
  Premium Tax Charge.............................................................................................          13
CONTRACT BENEFITS AND RIGHTS.....................................................................................          13
  Death Benefit..................................................................................................          13
  Account Value..................................................................................................          14
  Transfer of Account Value......................................................................................          14
  Contract Loans.................................................................................................          14
  Amount Payable on Surrender of the Contract....................................................................          15
  Partial Withdrawals............................................................................................          15
  Benefits at Maturity...........................................................................................          15
  Lapse and Reinstatement........................................................................................          16
  Cancellation and Exchange Rights...............................................................................          16
  Suspension of Valuation, Payments and Transfers................................................................          16
LAST SURVIVOR CONTRACTS..........................................................................................          16
OTHER MATTERS....................................................................................................          17
  Voting Rights..................................................................................................          17
  Statements to Contract Owners..................................................................................          17
  Limit on Right to Contest......................................................................................          17
  Misstatement as to Age and Sex.................................................................................          18
  Payment Options................................................................................................          18
  Beneficiary....................................................................................................          19
  Assignment.....................................................................................................          19
  Dividends......................................................................................................          19
EXECUTIVE OFFICERS AND DIRECTORS.................................................................................          20
DISTRIBUTION OF THE CONTRACTS....................................................................................          22
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS.....................................................................          22
FEDERAL TAX CONSIDERATIONS.......................................................................................          22
  General........................................................................................................          22
  Taxation of ITT Hartford and the Separate Account..............................................................          23
  Income Taxation of Contract Benefits...........................................................................          23
  Last Survivor Contracts........................................................................................          23
  Modified Endowment Contracts...................................................................................          23
  Estate and Generation Skipping Taxes...........................................................................          24
  Diversification Requirements...................................................................................          24
  Ownership of the Assets in the Separate Account................................................................          24
  Life Insurance Purchased for Use in Split Dollar Arrangements..................................................          25
  Federal Income Tax Withholding.................................................................................          25
  Non-Individual Ownership of Contracts..........................................................................          25
</TABLE>
    
 
   
                                       2
    
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                                                      PAGE
                                                                                                                      -----
<S>                                                                                                                <C>
  Other..........................................................................................................          25
  Life Insurance Purchases by Nonresident Aliens and Foreign Corporations........................................          25
LEGAL PROCEEDINGS................................................................................................          26
LEGAL MATTERS....................................................................................................          26
EXPERTS..........................................................................................................          26
REGISTRATION STATEMENT...........................................................................................          26
APPENDIX A.......................................................................................................          27
</TABLE>
    
 
               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.
 
                                       3
<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 23.
    
 
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   (10)  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 HVA Money Market Fund, Inc. After the expiration
of the Right to Cancel Period, the values in HVA Money Market Fund, Inc. 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 10.
    
 
   
    Currently,  the Funds are Hartford Advisers  Fund, Inc., Hartford Bond Fund,
Inc., Hartford Capital  Appreciation Fund,  Inc., Hartford  Dividend and  Growth
Fund,  Inc., Hartford  Index Fund,  Inc., Hartford  International Advisers Fund,
Inc.,  Hartford  International  Opportunities  Fund,  Inc.,  Hartford   Mortgage
Securities  Fund, Inc.,  Hartford Stock Fund,  Inc., and HVA  Money Market Fund,
Inc. Applicants should  read the  prospectuses for the  Funds accompanying  this
prospectus  in  connection  with  the purchase  of  a  Contract.  The investment
objectives of the Funds are as set forth in "The Separate Account," page 7.
    
 
   
    Total fund operating expenses in 1995, including management fees, were  .65%
for  the Hartford Advisers Fund;  .53% for the Hartford  Bond Fund; .68% for the
Hartford Capital Appreciation Fund;  .77% for the  Hartford Dividend and  Growth
Fund;  .39% for  the Hartford  Index Fund;  .65% for  the Hartford International
Advisors Fund; .86% for the Hartford International Opportunities Fund; .47%  for
the  Hartford Mortgage  Securities Fund; .48%  for the Hartford  Stock Fund; and
 .45% for the HVA Money Market Fund.
    
 
   
    The investment  adviser  for  all  the  Funds  is  The  Hartford  Investment
Management  Company,  an  affiliate  of ITT  Hartford.  The  Hartford Investment
Management Company retains a sub-investment adviser with respect to some of  the
Funds. See "The Separate Account," page 7.
    
 
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 35  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  35 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.
    
 
                                       4
<PAGE>
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
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 0.25%.  This charge compensates  ITT Hartford for  administrative
expenses  incurred  in  the  administration  of  the  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 13 and "Contract
Benefits and Rights -- Lapse and Reinstatement," page 16.
    
 
   
    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 12.
    
 
   
    ITT Hartford may set up a provision  for income taxes against the assets  of
the  Separate Account. See "Deductions and  Charges -- Taxes Charged Against The
Separate Account," page 12 and "Federal Tax Considerations," page 22.
    
 
    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
includes agents commissions, advertising and  the printing of prospectuses.  See
"Deductions and Charges -- Contingent Deferred Sales Charge," page 12.
    
 
   
    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 Charge," page 13.
    
 
   
    For  a discussion of the tax consequences  of surrender of the Contract or a
partial withdrawal, see "Federal Tax Considerations," page 22.
    
 
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 13.
    
 
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 14.
    
 
                                       5
<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  difference of the  Account Value less any
contingent deferred  sales  charge and  due  and unpaid  Deduction  Amount.  See
"Contract Benefits and Rights -- Contract Loans," page 14.
    
 
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  period  during  which additional  amounts  may  be paid  to  continue the
Contract. See "Contract  Benefits and  Rights --  Contract Loans,"  page 14  and
"Lapse and Reinstatement," page 16.
    
 
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 16.
    
 
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 22.
    
 
                                  THE COMPANY
 
   
    ITT  Hartford Life and Annuity  Insurance Company ("ITT Hartford"), formerly
ITT Life Insurance Corporation,  was originally incorporated  under the laws  of
Wisconsin on January 9, 1956. ITT Hartford was redomiciled to Connecticut on May
1, 1996. 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. The  offices of  ITT Hartford  are
located  in Minneapolis,  Minnesota; however,  its mailing  address is  P.O. Box
2999, Hartford, Connecticut 06104-2999.
    
 
   
    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.  On  December  20,  1995,  Hartford  Fire  Insurance  Company  became an
independent, publicly traded corporation.
    
 
   
    ITT Hartford is rated A+  (superior) by A.M. Best  and Company, Inc. on  the
basis  of its  financial soundness  and operating  performance. ITT  Hartford is
rated AA+ by  both Standard &  Poor's and Duff  and Phelps 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.
    
 
                                       6
<PAGE>
   
    ITT Hartford is subject to Connecticut law governing insurance companies and
is regulated and  supervised by  the Connecticut Commissioner  of Insurance.  An
annual statement in a prescribed form must be filed with that Commissioner on or
before  March 1  in each year  covering the  operations of ITT  Hartford for the
preceding year and  its financial  condition on December  31 of  such year.  Its
books and assets are subject to review or examination by the Commissioner or his
agents  at all times, and  a full examination of  its operations is conducted by
the National Association of Insurance Commissioners at least once in every  four
years.  In  addition,  ITT  Hartford  is  subject  to  the  insurance  laws  and
regulations of any jurisdiction in which  it sells its insurance contracts.  ITT
Hartford  is  also  subject to  various  Federal  and state  securities  law and
regulations.
    
 
                              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
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  assets  of  each  Sub-Account  of  the  Separate  Account  are invested
exclusively in one of  the Funds. A Contract  Owner may allocate premiums  among
the Funds. Contract Owners should review the following brief descriptions of the
investment  objectives of the Funds in connection with that allocation. There is
no assurance that any of the Funds will achieve its stated objectives.  Contract
Owners are also advised to read the prospectuses for the Funds accompanying this
prospectus for more detailed information.
 
 HARTFORD ADVISERS FUND, INC.
 
        The  investment  objective of  the Hartford  Advisers  Fund, Inc.  is to
    achieve maximum  long term  total  rate of  return consistent  with  prudent
    investment  risk by investing  in common stock  and other equity securities,
    bonds  and  other  debt  securities,  and  money  market  instruments.   The
    investment  adviser will vary  the investments of the  Fund among equity and
    debt securities and money market instruments depending upon its analysis  of
    market  trends. Total rate  of return consists  of current income, including
    dividends, interest and discount accruals and capital appreciation.
 
 HARTFORD BOND FUND, INC.
 
        The investment objective of the Hartford  Bond Fund, Inc. is to  achieve
    maximum  current income consistent with preservation of capital by investing
    primarily in bonds.
 
 HARTFORD CAPITAL APPRECIATION FUND, INC.
 
   
        The investment  objective of  the  Hartford Capital  Appreciation  Fund,
    Inc.,  (formerly the "Hartford Aggressive Growth  Fund, Inc.") is to achieve
    growth  of  capital  by  investing  in  equity  securities  and   securities
    convertible  into equity securities selected solely on potential for capital
    appreciation; income, if any, is an incidental consideration.
    
 
 HARTFORD DIVIDEND AND GROWTH FUND, INC.
 
   
        The investment objective of the Hartford Dividend and Growth Fund is  to
    achieve a high level of current income consistent with growth of capital and
    reasonable  investment risk by investing  primarily in equity securities and
    securities convertible into equity securities.
    
 
                                       7
<PAGE>
 HARTFORD INDEX FUND, INC.
 
   
        The investment objective of the Hartford Index Fund, Inc. is to  provide
    investment  results  which approximate  the price  and yield  performance of
    publicly-traded common  stocks  in  the aggregate,  as  represented  by  the
    Standard & Poor's 500 Composite Stock Price Index. *
    
 
 HARTFORD INTERNATIONAL ADVISERS FUND, INC.
 
        The  investment objective  of the Hartford  International Advisers Fund,
    Inc. is to provide  maximum long-term total  return consistent with  prudent
    investment  risk through investing in a  portfolio of equity, debt and money
    market securities. Securities in  which the Fund  invests primarily will  be
    denominated in non-U.S. currencies and will be traded in non-U.S. markets.
 
 HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
 
        The  investment  objective of  the Hartford  International Opportunities
    Fund, Inc.  is to  achieve long-term  total return  consistent with  prudent
    investment  risk through investment primarily in equity securities issued by
    foreign companies.
 
 HARTFORD MORTGAGE SECURITIES FUND, INC.
 
        The investment objective of the Hartford Mortgage Securities Fund,  Inc.
    is to achieve maximum current income consistent with safety of principal and
    maintenance   of  liquidity  by   investing  primarily  in  mortgage-related
    securities, including securities issued by the Government National  Mortgage
    Association ("GNMA").
 
 HARTFORD STOCK FUND, INC.
 
        The  investment objective of the Hartford Stock Fund, Inc. is to achieve
    long-term capital growth primarily through capital appreciation, with income
    a secondary consideration, by investing in equity-type securities.
 
 HVA MONEY MARKET FUND, INC.
 
        The investment  objective of  the  HVA Money  Market  Fund, Inc.  is  to
    achieve maximum current income consistent with liquidity and preservation of
    capital by investing in money market securities.
 
    All  of the Funds are organized as  corporations under the laws of the State
of Maryland  and are  registered as  diversified open-end  management  companies
under  the  Investment Company  Act  of 1940.  Each  Fund continually  issues an
unlimited number of  full and fractional  shares of beneficial  interest in  the
Fund.  Such  shares are  offered to  separate  accounts, including  the Separate
Account, established  by  ITT  Hartford  or  one  of  its  affiliated  companies
specifically to fund the Contracts and other contracts issued by ITT Hartford or
its affiliates as permitted by the Investment Company Act of 1940.
 
    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 neither ITT Hartford nor the Funds
currently foresees any such disadvantages  either to variable life insurance  or
variable  annuity  Contract Owners,  the Funds'  Board  of Directors  intends to
monitor events in order to identify any material conflicts between variable life
and variable  annuity contract  owners and  to determine  what action,  if  any,
should  be taken in response thereto. If the Board of Directors were to conclude
that separate funds should be established for variable life and variable annuity
separate accounts, ITT Hartford will bear the attendant expenses.
 
   
    All investment income of and other distributions to each Sub-Account of  the
Separate  Account arising from  the applicable Fund are  reinvested in shares of
that Fund at net asset  value. The income and both  realized gains or losses  on
the  assets of each  Sub-Account of the Separate  Account are therefore separate
and are credited to or charged against the Sub-Account without regard to income,
gains or losses from  any other Sub-Account  or from any  other business of  ITT
Hartford. ITT Hartford will purchase shares in the Funds
 
* "STANDARD  & POOR'S-REGISTERED TRADEMARK-",  "S&P-REGISTERED TRADEMARK-", "S&P
  500-REGISTERED TRADEMARK-", "STANDARD & POOR'S 500", AND "500" ARE  TRADEMARKS
  OF  THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED FOR USE BY HARTFORD
  LIFE INSURANCE COMPANY. THE  HARTFORD INDEX FUND, INC.  ("INDEX FUND") IS  NOT
  SPONSORED,  ENDORSED, SOLD  OR PROMOTED BY  STANDARD & POOR'S  ("S&P") AND S&P
  MAKES NO REPRESENTATION REGARDING THE  ADVISABILITY OF INVESTING IN THE  INDEX
  FUND.
    
 
                                       8
<PAGE>
in   connection  with  premiums  allocated  to  the  applicable  Sub-Account  in
accordance with Contract Owners directions and  will redeem shares in the  Funds
to  meet Contract obligations or make adjustments in reserves, if any. The Funds
are required to redeem Fund shares at net asset value and to make payment within
seven days.
 
    ITT Hartford reserves the right, subject to compliance with the law as  then
in  effect,  to make  additions  to, deletions  from,  or substitutions  for the
Separate Account and its Sub-Accounts which fund the Contracts. If shares of any
of the  Funds should  no  longer be  available for  investment,  or if,  in  the
judgment  of ITT Hartford's management, further investment in shares of any Fund
should become  inappropriate in  view  of the  purposes  of the  Contracts,  ITT
Hartford  may substitute shares of another Fund for shares already purchased, or
to be  purchased  in  the  future,  under  the  Contracts.  No  substitution  of
securities  will take place without notice to and consent of Contract Owners and
without prior approval of the Securities  and Exchange Commission to the  extent
required  by  the Investment  Company  Act of  1940.  Subject to  Contract Owner
approval, ITT Hartford also reserves the right to end the registration under the
Investment Company Act  of 1940 of  the Separate Account  or any other  separate
accounts of which it is the depositor which may fund the Contracts.
 
    Each  Fund is  subject to investment  restrictions which may  not be changed
without the approval  of a majority  of the  shareholders of the  Fund. See  the
accompanying prospectuses for the Funds.
 
INVESTMENT ADVISER
 
   
    The  investment adviser for the Funds  is The Hartford Investment Management
Company ("HIMCO" or the "Adviser"),  a wholly-owned subsidiary of Hartford  Life
Insurance  Company.  HIMCO  was  organized  under  the  laws  of  the  State  of
Connecticut in  October of  1981. HIMCO  also serves  as investment  adviser  to
several  other funds sponsored by Hartford Life Insurance Company which are also
registered with the Securities and Exchange Commission. Hartford Life  Insurance
Company  and  ITT  Hartford  are ultimately  owned  by  Hartford  Fire Insurance
Company, one of  the largest  multiple lines  insurance carriers  in the  United
States.  Hartford Fire Insurance Company is a subsidiary of ITT Corporation. The
Adviser is registered as an investment adviser under the Investment Advisers Act
of 1940. The Adviser  provides investment advice  and supervises the  management
and investment program of Hartford Bond Fund, Inc., Hartford Dividend and Growth
Fund,  Inc., Hartford  Index Fund,  Inc., Hartford  International Advisers Fund,
Inc., Hartford International  Opportunities Fund, Inc.,  HVA Money Market  Fund,
Inc.,  and Hartford  Mortgage Securities Fund,  Inc., pursuant  to an Investment
Advisory Agreement  entered  into with  each  of  these Funds  for  which  HIMCO
receives  a  fee.  HIMCO also  supervises  the investment  programs  of Hartford
Advisers Fund,  Inc., Hartford  Capital Appreciation  Fund, Inc.,  and  Hartford
Stock Fund, Inc., pursuant to an Investment Management Agreement for which HIMCO
receives  a fee.  In addition, with  respect to  these three funds,  HIMCO has a
Sub-Investment   Advisory   Agreement   with   Wellington   Management   Company
("Wellington  Management")  to  provide  an  investment  program  to  HIMCO  for
utilization by HIMCO in rendering services to these funds. Wellington Management
is a professional investment counseling firm which provides investment  services
to   investment  companies,  other   institutions  and  individuals.  Wellington
Management  is  organized  as  a  private  Massachusetts  partnership  and   its
predecessor   organizations  have  provided   investment  advisory  services  to
investment companies since 1933 and to investment counseling clients since 1960.
See the accompanying prospectuses for the Funds for a more complete  description
of the Adviser and Sub-Adviser and their respective fees.
    
 
                                  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 AN  APPLICATION
FOR  A CONTRACT IS  REJECTED, THEN YOUR  INITIAL PREMIUM WILL  BE RETURNED ALONG
WITH AN ADDITIONAL AMOUNT FOR INTEREST, BASED ON THE CURRENT RATE BEING CREDITED
BY ITT HARTFORD. No change in the terms or conditions of a Contract will be made
without the consent of the Contract Owner.
    
 
                                       9
<PAGE>
    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  the  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.
 
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 35 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 35  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 HVA Money Market Fund, Inc. After the expiration of the Right
To Cancel  Period the  Account Value  in HVA  Money Market  Fund, Inc.  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 HVA Money  Market Fund,  Inc.) will be  determined first  by multiplying  the
premium  by the percentage to be allocated to each Fund to determine the portion
to be  invested  in  the  Sub-Account.  Each portion  to  be  invested  in  each
Sub-Account  is then divided  by the 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
14.
    
 
                                       10
<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  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 16. 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%
 
    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 13.)
    
 
                                       11
<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
Securities and Exchange Commission rules.
    
 
    ADMINISTRATIVE CHARGE:  ITT  Hartford will deduct  monthly from the  Account
Value  attributable to the Separate Account an administrative charge equal to an
annual rate of 0.25%.  This charge compensates  ITT Hartford for  administrative
expenses  incurred  in  the  administration  of  the  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.
 
CONTINGENT DEFERRED SALES CHARGE
 
    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.
 
   
    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 earnings and then from
premiums paid. If an amount equal to all premiums paid has been  drawnwithdrawn,
no charge will be assessed on a withdrawal of the remaining Account Value.
    
 
                                       12
<PAGE>
    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 15.
    
 
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:
 
   
<TABLE>
<CAPTION>
               CONTRACT
                 YEAR            RATE
               --------          -----
               <S>               <C>
                   1             2.25%
                   2             2.00%
                   3             1.75%
                   4             1.50%
                   5             1.25%
                   6             1.00%
                   7             0.75%
                   8             0.50%
                   9             0.25%
                  10   +         0.00%
</TABLE>
    
 
    After the ninth  Contract Year,  no additional  premium tax  charge will  be
imposed.
 
                          CONTRACT BENEFITS AND RIGHTS
 
DEATH BENEFIT
 
   
    While  in force, the Contract provides 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:
 
<TABLE>
<CAPTION>
                                                               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>
 
    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 18.
    
 
                                       13
<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  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
10.
    
 
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 1-800-231-5453. Transfers by telephone may  be made by the agent of  record
or  by the attorney-in-fact pursuant to a power of attorney. Telephone 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
provide   certain   information  for   identification  purposes.   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 considers  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  Day 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 Day 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 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.
 
                                       14
<PAGE>
    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,
they  will  be allocated  among  the Sub-Account(s)  in  the same  percentage as
premiums  are  allocated  (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 16.
    
 
    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  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 22.
    
 
    If  the Contract Owner chooses to apply  the surrender proceeds to a payment
option (see  "Other  Matters  --  Payment Options,"  page  20),  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 proportionate to  the reduction in the Account Value  due
to  the partial withdrawal. 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
22.
    
 
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.")
 
                                       15
<PAGE>
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 notify the  Contract Owner of the  deficiency in writing and  will
provide  a 61 day period  ("Grace Period") to pay  an amount sufficient to cover
the Deduction Amount(s) due.  The notice will indicate  the amount that must  be
paid.
    
 
   
    The  Contract will continue  through the Grace Period,  but if no additional
premium payment is made, additional premium  payment is made, 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 13.
    
 
    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.
 
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:
 
   
    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 27.
    
 
    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.
 
                                       16
<PAGE>
    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 22."
    
 
                                 OTHER MATTERS
 
VOTING RIGHTS
 
   
    In accordance  with  its interpretation  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.
    
 
   
    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  14) 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.
 
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.
 
                                       17
<PAGE>
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 applied 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.
 
    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.
 
    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.
 
                                       18
<PAGE>
    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 WHETHER THE ALLOCATION OF PROCEEDS AMONG SUB-ACCOUNTS OF THE
SEPARATE  ACCOUNT  FOR  YOUR  ANNUITY  PAYMENTS  ARE  BASED  ON  THE  INVESTMENT
ALTERNATIVE BEST SUITED TO YOUR RETIREMENT NEEDS.
    
 
    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 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 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 RELATIVE TO 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.
 
                                       19
<PAGE>
                        EXECUTIVE OFFICERS AND DIRECTORS
 
   
<TABLE>
<CAPTION>
                                                                                     OTHER BUSINESS PROFESSION,
                                                                                       VOCATION OR EMPLOYMENT
                                         POSITION WITH ITT HARTFORD,                     FOR PAST 5 YEARS;
            NAME, AGE                          YEAR OF ELECTION                         OTHER DIRECTORSHIPS
- ----------------------------------  --------------------------------------  --------------------------------------------
<S>                                 <C>                                     <C>
Andrew, Joan M., 38                 Vice President, 1992                    Vice President and Director, National
                                                                              Service Center Operations (1992-Present),
                                                                              ITT Hartford.
Bossen, Wendell J., 62              Vice President, 1995**                  Vice President (1992), Hartford Life
                                                                              Insurance Company; Executive Vice
                                                                              President (1984), Mutual Benefit.
Gregory A. Boyko, 44                Vice President, 1995                    Vice President and Controller
                                                                              (1995-Present), Hartford Life Insurance
                                                                              Company; Chief Financial Officer
                                                                              (1994-1995), IMG American Life; Senior
                                                                              Vice President (1992-1994), Connecticut
                                                                              Mutual.
Cummins, Peter W., 59               Vice President, 1993                    Vice President, Individual Annuity
                                                                              Operations (1989-Present), Hartford Life
                                                                              Insurance Company.
deRaismes, Ann M., 45               Vice President, 1994                    Vice President (1994-Present), Assistant
                                                                              Vice President (1992), Director of Human
                                                                              Resources (1991-Present), Hartford Life
                                                                              Insurance Company.
Dooley, James R., 59                Vice President, 1977                    Vice President, Director Information
                                                                              Services (1973-Present), ITT Hartford.
Fitch, Timothy M., 43               Vice President, 1995                    Vice President (1995-Present); Assistant
                                                                              Vice President (1993); Director (1991),
                                                                              Hartford Life.
Frahm, Donald R., 64                Director, 1995*                         Chairman and Chief Executive Officer
                                                                              (1988-Present), ITT Hartford Insurance
                                                                              Group, Inc.
Gardner, Bruce D., 45               Director, 1991*                         Vice President (1996-Present) General
                                                                              Counsel and Corporate Secretary (1991),
                                                                              Hartford Life Insurance Company
Gareau, Joseph H., 49               Executive Vice President, 1993          Executive Vice President and Chief
                                    Chief Investment Officer, 1993            Investment Officer (1993-Present),
                                    Director, 1993*                           Hartford Life Insurance Company
Gillette, Donald J., 50             Vice President, 1993                    Vice President, Director of Marketing
                                                                              (1991-Present), ITT Hartford; MSI
                                                                              Insurance (1986)
Godkin, Lynda, 42                   Associate General Counsel, 1995         Associate General Counsel and Corporate
                                    Corporate Secretary, 1995                 Secretary (1995-Present), Assistant
                                                                              General Counsel and Secretary (1994),
                                                                              Counsel (1990), Hartford Life Insurance
                                                                              Company
Grady, Lois W., 51                  Vice President, 1993                    Vice President (1993-Present), Assistant
                                                                              Vice President (1988), Hartford Life
                                                                              Insurance Company
Hall, David A., 42                  Senior Vice President, 1993             Senior Vice President and Actuary
                                    Actuary, 1993                             (1993-Present), Hartford Life Insurance
                                                                              Company
</TABLE>
    
 
                                       20
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                     OTHER BUSINESS PROFESSION,
                                                                                       VOCATION OR EMPLOYMENT
                                         POSITION WITH ITT HARTFORD,                     FOR PAST 5 YEARS;
            NAME, AGE                          YEAR OF ELECTION                         OTHER DIRECTORSHIPS
- ----------------------------------  --------------------------------------  --------------------------------------------
<S>                                 <C>                                     <C>
Kanarek, Joseph, 48                 Vice President, 1994                    Vice President (1991-Present), Director
                                    Director, 1994*                           (1992-Present), Hartford Life Insurance
                                                                              Company
Kerzner, Robert A., 44              Vice President, 1994                    Vice President (1994-Present), Regional Vice
                                                                              President (1991), Life Sales Manager
                                                                              (1990), Hartford Life Insurance Company.
Kohlhof, LaVern L., 66              Vice President, 1980                    Vice President and Secretary (1980-Present),
                                    Secretary, 1980                           ITT Hartford
Malchodi, Jr., William B., 45       Vice President, 1994                    Vice President (1994-Present), Director of
                                    Director of Taxes, 1992                   Taxes (1992-Present), Assistant General
                                                                              Counsel and Assistant Director of Taxes
                                                                              (1986), Hartford Insurance Group
Marra, Thomas M., 37                Executive Vice President, 1995          Senior Vice President (1994), Director of
                                    Director, 1994*                           Individual Annuities (1991), Vice
                                                                              President (1989), Hartford Life Insurance
                                                                              Company
Matthiesen, Steven L., 51           Vice President, 1984                    Vice President, Director of New Business
                                                                              (1984-Present), ITT Hartford
Noto, Joseph J. 44                  Vice President, 1989                    Vice President (1989-Present), Hartford Life
                                                                              Insurance Company.
Raymond, Craig D., 32               Vice President, 1993                    Vice President and Chief Actuary
                                    Chief Actuary, 1994                       (1994-Present), Vice President (1993),
                                                                              Assistant Vice President (1992), Actuary
                                                                              (1989-1994), Hartford Life Insurance
                                                                              Company
Schrandt, David T., 48              Vice President, 1987                    Vice President, Treasurer and Controller
                                    Treasurer, 1987                           (1987-Present), ITT Hartford
Smith, Lowndes A., 55               President, 1993                         President and Chief Executive Officer
                                    Chief Executive Officer, 1993             (1993-Present), ITT Hartford; President
                                    Director, 1985*                           and Chief Operating Officer
                                                                              (1989-Present), Hartford Life Insurance
                                                                              Company
Zlatkus, Lizabeth H., 36            Vice President, 1994                    Vice President, Director Business Operations
                                    Director, 1994*                           (1994), Assistant Vice President, Director
                                                                              Executive Operations (1992), Executive
                                                                              Staff Assistant to President (1990),
                                                                              Hartford Life Insurance Company
</TABLE>
    
 
- ------------------------
   
*  Denotes year of election to Board of Directors
    
   
** ITT Hartford Affiliated Company
    
 
                                       21
<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  independent,  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.
    
 
   
    Hartford Securities Distribution Company,  Inc. ("HSD") serves as  Principal
Underwriter for the securities issued with respect to the Separate Account. 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  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
 
   
    SINCE  THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL 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
certain purchase situations  not discussed  herein. In addition,  no attempt  is
made  here to  consider any  applicable state  or other  tax laws.  For detailed
information, a qualified tax adviser should always be consulted. This discussion
of Federal  tax considerations  is based  upon ITT  Hartford's understanding  of
current Federal income tax laws as they are currently interpreted.
    
 
                                       22
<PAGE>
   
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 under Subchapter L of the Internal Revenue Code ("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
16).  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  this
expectation,  no  charge is  currently being  made to  the Separate  Account for
Federal income taxes. If  ITT Hartford incurs income  taxes attributable to  the
Separate Account or determines that such taxes will be incurred, it may assess a
charge for such 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  generally 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. ITT  Hartford intends to monitor
premium levels to assure compliance with the Section 7702 requirements.
    
 
   
    During the first fifteen  Contract Years, an  "income first" rule  generally
applies  to distributions of  cash required to  be made under  Code Section 7702
because of a reduction in benefits under the Contract.
    
 
   
    The Maturity Date  Extension Rider  allows a  Contract Owner  to extend  the
Maturity  Date to the date  of the Insured's death. 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,  the 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  qualified 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.
    
 
   
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 issued
before June 21, 1988 will not cause the new Contract to be treated as a modified
endowment contract if no additional premiums are paid.
    
 
   
    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, distributions  or other amounts
received from a
    
 
                                       23
<PAGE>
   
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). 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.
    
 
   
ESTATE AND GENERATION SKIPPING TAXES
    
 
   
    When the Insured dies,  the Death Proceeds will  generally be includible  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 the  last
surviving Insured, the fair market value of the Contract will be included in the
Contract  Owner's  estate  upon the  Contract  Owner's death.  Nothing  would be
includible 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  qualified  tax  adviser  for specific
information if ownership is passing to younger generations.
    
 
   
DIVERSIFICATION REQUIREMENTS
    
 
   
    Section 817 of  the Code provides  that a variable  life insurance  contract
(other  than a  pension plan  policy) 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 Department. 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  Department  has  issued  diversification  regulations   which
generally require, among other things, that no more than 55% of the value of the
total  assets of the segregated asset  account underlying a variable contract is
represented by any one investment,  no more than 70%  is represented by any  two
investments,  no more than 80%  is represented by any  three investments, and no
more than 90% is represented by any four investments. In determining whether the
diversification standards  are  met, all  securities  of the  same  issuer,  all
interests  in the  same real  property project,  and all  interests in  the same
commodity are each treated as a single  investment. In addition, in the case  of
government  securities,  each  government  agency  or  instrumentality  shall be
treated as a separate issuer.
    
 
   
    A separate account must be in compliance with the diversification  standards
on  the last day  of each calendar quarter  or within 30  days after the quarter
ends. If an insurance  company inadvertently fails  to meet the  diversification
requirements,  the company may  comply within a reasonable  period and avoid the
taxation of policy income  on an ongoing basis.  However, either the company  or
the Contract Owner must agree to pay the tax due for the period during which the
diversification requirements were not met.
    
 
   
    ITT  Hartford monitors  the diversification  of investments  in the separate
accounts and tests  for diversification as  required by the  Code. ITT  Hartford
intends  to administer all contracts subject to the diversification requirements
in a manner that will maintain adequate diversification.
    
 
   
OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT
    
 
   
    In order for a variable life insurance contract to qualify for tax deferral,
assets in the segregated asset accounts supporting the variable contract must be
considered to be owned by the insurance company and not by the variable contract
owner. The Internal  Revenue Service  ("IRS") has issued  several rulings  which
    
 
                                       24
<PAGE>
   
discuss  investor control. The IRS has ruled  that incidents of ownership by the
contract owner,  such as  the ability  to select  and control  investments in  a
separate  account, will cause the  contract owner to be  treated as the owner of
the assets for tax purposes.
    
 
   
    Further, in the  explanation to  the temporary  Section 817  diversification
regulations,  the Treasury Department  noted that the  temporary regulations "do
not provide guidance concerning the  circumstances in which investor control  of
the  investments of  a segregated asset  account may cause  the investor, rather
than the insurance  company, to be  treated as the  owner of the  assets in  the
account."  The  explanation further  indicates  that "the  temporary regulations
provide that  in  appropriate  cases  a segregated  asset  account  may  include
multiple  sub-accounts, but do not specify the extent to which policyholders may
direct their investments to particular sub-accounts without being treated as the
owners of  the underlying  assets. Guidance  on this  and other  issues will  be
provided in regulations or revenue rulings under section 817(d), relating to the
definition of variable contract." The final regulations issued under Section 817
did  not provide guidance regarding investor control, and as of the date of this
Prospectus, no other such guidance has  been issued. Further, ITT Hartford  does
not  know if or in what form such guidance will be issued. In addition, although
regulations are generally issued  with prospective effect,  it is possible  that
regulations  may be issued with retroactive effect.  Due to the lack of specific
guidance regarding  the issue  of investor  control, there  is necessarily  some
uncertainty  regarding whether a Contract Owner could be considered the owner of
the assets  for tax  purposes. ITT  Hartford reserves  the right  to modify  the
contracts,  as necessary, to  prevent Contract Owners  from being considered the
owners of the assets in the separate accounts.
    
 
   
LIFE INSURANCE PURCHASED FOR USE IN SPLIT DOLLAR ARRANGEMENTS
    
 
   
    On January 26, 1996, the IRS released a technical advice memorandum  ("TAM")
on  the  taxability of  life  insurance policies  used  in certain  split dollar
arrangements. A TAM, issued by the  National Office of the IRS, provides  advice
as  to the internal revenue laws, regulations, and related statutes with respect
to a specific  set of facts  and a specific  taxpayer. In the  TAM, among  other
things,  the IRS concluded that  an employee was subject  to current taxation on
the excess of the  cash surrender value  of the policy over  the premiums to  be
returned  to the employer. Purchasers  of life insurance policies  to be used in
split dollar arrangements are strongly advised  to consult with a qualified  tax
adviser to determine the tax treatment resulting from such an arrangement.
    
 
   
FEDERAL INCOME TAX WITHHOLDING
    
 
   
    If  any amounts  are deemed  to be  current taxable  income to  the Contract
Owner, such  amounts will  be  subject to  federal  income tax  withholding  and
reporting, pursuant to the Code.
    
 
   
NON-INDIVIDUAL OWNERSHIP OF CONTRACTS
    
 
   
    Legislation  has recently been proposed which would limit certain of the tax
advantages now  afforded  non-individual  owners of  life  insurance  contracts.
Prospective  Contract  Owners which  are not  individuals  should consult  a tax
adviser to determine the status of  this proposed legislation and its  potential
impact on the purchaser.
    
 
   
OTHER
    
 
   
    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. A tax  adviser should be
consulted to determine the impact of these taxes.
    
 
   
LIFE INSURANCE PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
    
 
   
    The discussion  above provides  general information  regarding U.S.  federal
income  tax consequences to life insurance  purchasers that are U.S. citizens or
residents. Purchasers that are not U.S. citizens or residents will generally  be
subject to U.S. federal income tax and withholding on taxable distributions from
life  insurance polices at  a 30% rate,  unless a lower  treaty rate applies. In
addition, purchasers may be  subject to state and/or  municipal taxes and  taxes
that  may be  imposed by  the purchaser's  country of  citizenship or residence.
Prospective purchasers  are advised  to  consult with  a qualified  tax  advisor
regarding  U.S., state,  and foreign taxation  with respect to  a life insurance
policy purchase.
    
 
                                       25
<PAGE>
                               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  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 Lynda  Godkin, Associate General Counsel of ITT  Hartford
Life Insurance Companies.
    
 
                                    EXPERTS
 
   
    The  financial statements included  in this Prospectus  and elsewhere in the
Registration Statement have  been audited  by Arthur  Andersen LLP,  independent
public accountants, as indicated in their report hereon, and are included herein
in  reliance  upon the  authority  of said  firm  as experts  in  accounting and
auditing giving said report.  Reference is made to  said report of ITT  Hartford
Life   and  Annuity  Insurance  Company   (the  depositor),  which  includes  an
explanatory  paragraph  with  respect  to  changing  the  valuation  method   in
determining  aggregate  reserves  for future  benefits.  The  principal business
address of Arthur Andersen,  LLP is One  Financial Plaza, Hartford,  Connecticut
06103.
    
 
   
    The  hypothetical  Contract illustrations  included  in this  Prospectus and
Registration Statement have  been approved  by Michael  Winterfield, 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.
 
                                       26
<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 0.60%  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 0.60%  average  daily charge)  of -0.60%,  5.40%  and
11.40%, 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  0.25%  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.
 
    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  -- Taxes Charged Against  the Separate Account --
Taxes," page 14).
 
    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.
 
                                       27
<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% (11.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                   GUARANTEED CHARGES**
                  PREMIUMS      -----------------------------------  -----------------------------------
   END OF        ACCUMULATED                    CASH                                 CASH
  CONTRACT     AT 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         10,865        9,870      40,161      10,787        9,794      40,161
          2          11,025         11,807       10,821      40,161      11,642       10,660      40,161
          3          11,576         12,834       11,859      40,161      12,573       11,603      40,161
          4          12,155         13,952       13,143      40,161      13,587       12,784      40,161
          5          12,763         15,172       14,382      40,161      14,693       13,909      40,161
 
          6          13,401         16,501       15,936      40,161      15,899       15,340      40,161
          7          14,071         17,948       17,414      40,161      17,216       16,687      40,161
          8          14,775         19,526       19,229      40,161      18,655       18,361      40,161
          9          15,513         21,246       20,993      40,161      20,228       19,978      40,161
         10          16,289         23,120       23,120      40,161      21,952       21,952      40,161
 
         11          17,103         25,288       25,288      40,161      23,941       23,941      40,161
         12          17,959         27,663       27,663      40,388      26,140       26,140      40,161
         13          18,856         30,264       30,264      42,975      28,575       28,575      40,577
         14          19,799         33,116       33,116      45,701      31,264       31,264      43,145
         15          20,789         36,246       36,246      48,570      34,217       34,217      45,851
 
         16          21,829         39,682       39,682      51,587      37,459       37,459      48,697
         17          22,920         43,443       43,443      55,607      41,007       41,007      52,490
         18          24,066         47,559       47,559      59,924      44,891       44,891      56,563
         19          25,270         52,064       52,064      64,560      49,141       49,141      60,936
         20          26,533         57,030       57,030      69,577      53,796       53,796      65,631
 
         25          33,864         89,881       89,881     104,262      84,682       84,682      98,231
         35          55,160        223,447      223,447     236,855     210,220      210,220     222,834
</TABLE>
 
  * 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.
 
    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.
 
                                       28
<PAGE>
                        HARTFORD LIFE 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% (5.40% NET)
 
<TABLE>
<CAPTION>
                                          CURRENT CHARGES*                     GUARANTEED CHARGES**
                  PREMIUMS      -------------------------------------  -------------------------------------
   END OF        ACCUMULATED                    CASH                                   CASH
  CONTRACT     AT 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         10,279        9,298       40,161       10,201        9,222       40,161
          2          11,025         10,568        9,606       40,161       10,399        9,441       40,161
          3          11,576         10,865        9,925       40,161       10,593        9,658       40,161
          4          12,155         11,171       10,403       40,161       10,782       10,021       40,161
          5          12,763         11,487       10,743       40,161       10,965       10,228       40,161
 
          6          13,401         11,812       11,294       40,161       11,140       10,628       40,161
          7          14,071         12,148       11,657       40,161       11,304       10,819       40,161
          8          14,775         12,494       12,232       40,161       11,454       11,197       40,161
          9          15,513         12,851       12,619       40,161       11,589       11,360       40,161
         10          16,289         13,219       13,219       40,161       11,703       11,703       40,161
 
         11          17,103         13,667       13,667       40,161       11,844       11,844       40,161
         12          17,959         14,131       14,131       40,161       11,963       11,963       40,161
         13          18,856         14,611       14,611       40,161       12,058       12,058       40,161
         14          19,799         15,109       15,109       40,161       12,125       12,125       40,161
         15          20,789         15,625       15,625       40,161       12,159       12,159       40,161
 
         16          21,829         16,160       16,160       40,161       12,156       12,156       40,161
         17          22,920         16,715       16,715       40,161       12,108       12,108       40,161
         18          24,066         17,289       17,289       40,161       12,005       12,005       40,161
         19          25,270         17,884       17,884       40,161       11,839       11,839       40,161
         20          26,533         18,501       18,501       40,161       11,598       11,598       40,161
 
         25          33,864         21,395       21,395       40,161        8,813        8,813       40,161
         35          55,160         30,942       30,942       40,161            0            0            0
</TABLE>
 
  * 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.
 
    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 CONTACT  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.
 
                                       29
<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% (-0.60% NET)
 
<TABLE>
<CAPTION>
             PREMIUMS            CURRENT CHARGES*              GUARANTEED CHARGES**
            ACCUMULATED    -----------------------------   -----------------------------
 END OF        AT 5%                   CASH                            CASH
CONTRACT   INTEREST PER    ACCOUNT   SURRENDER    DEATH    ACCOUNT   SURRENDER    DEATH
  YEAR         YEAR         VALUE      VALUE     BENEFIT    VALUE      VALUE     BENEFIT
- --------   -------------   -------   ---------   -------   -------   ---------   -------
<S>        <C>             <C>       <C>         <C>       <C>       <C>         <C>
    1          10,500       9,694      8,726     40,161     9,616      8,649     40,161
    2          11,025       9,397      8,459     40,161     9,226      8,291     40,161
    3          11,576       9,108      8,199     40,161     8,829      7,925     40,161
    4          12,155       8,827      9,095     40,161     8,426      7,699     40,161
    5          12,763       8,554      7,847     40,161     8,013      7,312     40,161
 
    6          13,401       8,288      7,805     40,161     7,588      7,113     40,161
    7          14,071       8,030      7,569     40,161     7,150      6,696     40,161
    8          14,775       7,778      7,540     40,161     6,694      6,461     40,161
    9          15,513       7,534      7,315     40,161     6,218      6,002     40,161
   10          16,289       7,297      7,297     40,161     5,717      5,717     40,161
 
   11          17,103       7,101      7,101     40,161     5,211      5,211     40,161
   12          17,959       6,910      6,910     40,161     4,673      4,673     40,161
   13          18,856       6,723      6,723     40,161     4,100      4,100     40,161
   14          19,799       6,541      6,541     40,161     3,488      3,488     40,161
   15          20,789       6,363      6,363     40,161     2,833      2,833     40,161
 
   16          21,829       6,188      6,188     40,161     2,127      2,127     40,161
   17          22,920       6,018      6,018     40,161     1,361      1,361     40,161
   18          24,066       5,852      5,852     40,161       526        526     40,161
   19          25,270       5,689      5,689     40,161         0          0          0
   20          26,533       5,530      5,530     40,161         0          0          0
 
   25          33,864       4,789      4,789     40,161         0          0          0
   35          55,160       3,538      3,538     40,161         0          0          0
</TABLE>
 
  * 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.
 
    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.
 
                                       30
<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 12.0% (11.40% NET)
 
<TABLE>
<CAPTION>
             PREMIUMS               CURRENT CHARGES*                  GUARANTEED CHARGES**
            ACCUMULATED    ----------------------------------   ---------------------------------
 END OF        AT 5%                      CASH                                CASH
CONTRACT   INTEREST PER     ACCOUNT     SURRENDER     DEATH     ACCOUNT     SURRENDER     DEATH
  YEAR         YEAR          VALUE        VALUE      BENEFIT     VALUE        VALUE      BENEFIT
- --------   -------------   ---------   -----------   --------   --------   -----------   --------
<S>        <C>             <C>         <C>           <C>        <C>        <C>           <C>
    1          10,500        10,865        9,870       33,334    10,758        9,766       33,334
    2          11,025        11,807       10,821       33,334    10,758        9,766       33,334
    3          11,576        12,834       11,859       33,334    12,488       11,519       33,334
    4          12,155        13,952       13,143       33,334    13,477       12,675       33,334
    5          12,763        15,172       14,382       33,334    14,562       13,780       33,334
 
    6          13,401        16,501       15,936       33,334    15,751       15,193       33,334
    7          14,071        17,948       17,414       33,334    17,055       16,527       33,334
    8          14,775        19,526       19,229       33,334    18,484       18,192       33,334
    9          15,513        21,246       2-,993       33,334    20,053       19,803       33,334
   10          16,289        23,120       23,120       33,334    21,778       21,778       33,334
 
   11          17,103        25,291       25,291       33,334    23,778       23,778       33,334
   12          17,959        27,695       27,695       33,334    26,001       26,001       33,334
   13          18,856        30,365       30,365       35,831    28,481       28,481       33,608
   14          19,799        33,295       33,295       38,956    31,228       31,229       36,537
   15          20,789        36,509       36,509       42,351    34,240       34,240       39,719
 
   16          21,829        40,033       40,033       46,039    37,543       37,543       43,175
   17          22,920        43,908       43,098       49,616    41,175       41,175       46,528
   18          24,066        48,169       48,169       53,468    45,169       45,169       50,138
   19          25,270        52,861       52,861       57,619    49,566       49,566       54,028
   20          26,533        58,025       58,025       63,247    54,375       54,375       59,270
 
   25          33,864        92,388       92,388       97,932    86,577       86,577       91,773
   35          55,160       230,636      230,636      242,168   213,920      213,920      224,617
</TABLE>
 
  * 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.
 
    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.
 
                                       31
<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% (5.40% NET)
 
<TABLE>
<CAPTION>
             PREMIUMS             CURRENT CHARGES*                GUARANTEED CHARGES**
            ACCUMULATED    -------------------------------   ------------------------------
 END OF        AT 5%                     CASH                             CASH
CONTRACT   INTEREST PER    ACCOUNT    SURRENDER     DEATH    ACCOUNT   SURRENDER     DEATH
  YEAR         YEAR         VALUE       VALUE      BENEFIT    VALUE      VALUE      BENEFIT
- --------   -------------   --------   ----------   -------   -------   ----------   -------
<S>        <C>             <C>        <C>          <C>       <C>       <C>          <C>
    1          10,500       10,279       9,928     33,334    10,172       9,193     33,334
    2          11,025       10,568       9,606     33,334    10,341       9,385     33,334
    3          11,576       10,865       9,925     33,334    10,508       9,574     33,334
    4          12,155       11,171      10,403     33,334    10,671       9,911     33,334
    5          12,763       11,487      10,743     33,334    10,831      10,095     33,334
 
    6          13,401       11,812      11,294     33,334    10,984      10,474     33,334
    7          14,071       12,148      11,657     33,334    11,127      10,644     33,334
    8          14,775       12,494      12,232     33,334    11,256      11,000     33,334
    9          15,513       12,851      12,619     33,334    11,366      11,138     33,334
   10          16,289       13,219      13,219     33,334    11,452      11,452     33,334
 
   11          17,103       13,667      13,667     33,334    11,559      11,559     33,334
   12          17,959       14,131      14,131     33,334    11,641      11,641     33,334
   13          18,856       14,611      14,611     33,334    11,696      11,696     33,334
   14          19,799       15,109      15,109     33,334    11,721      11,721     33,334
   15          20,789       15,625      15,625     33,334    11,711      11,711     33,334
 
   16          21,829       16,160      16,160     33,334    11,658      11,658     33,334
   17          22,920       16,517      16,517     33,334    11,547      11,547     33,334
   18          24,066       17,289      17,289     33,334    11,362      11,362     33,334
   19          25,270       17,884      17,884     33,334    11,084      11,084     33,334
   20          26,533       18,501      18,501     33,334    10,689      10,689     33,334
 
   25          33,864       21,935      21,935     33,334     6,012       6,012     33,334
   35          55,160       30,942      30,942     33,334         0           0          0
</TABLE>
 
  * 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.
 
    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.
 
                                       32
<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% (-0.60% NET)
 
<TABLE>
<CAPTION>
             PREMIUMS            CURRENT CHARGES*              GUARANTEED CHARGES**
            ACCUMULATED    -----------------------------   ----------------------------
 END OF        AT 5%                   CASH                           CASH
CONTRACT   INTEREST PER    ACCOUNT   SURRENDER    DEATH    ACCOUNT  SURRENDER    DEATH
  YEAR         YEAR         VALUE      VALUE     BENEFIT   VALUE      VALUE     BENEFIT
- --------   -------------   -------   ---------   -------   ------   ---------   -------
<S>        <C>             <C>       <C>         <C>       <C>      <C>         <C>
    1          10,500       9,694      8,726     33,334    9,587      8,621     33,334
    2          11,025       9,397      8,459     33,334    9,168      8,235     33,334
    3          11,576       9,108      8,199     33,334    8,745      7,842     33,334
    4          12,155       8,827      8,095     33,334    8,315      7,591     33,334
    5          12,763       8,554      7,847     33,334    7,879      7,181     33,334
 
    6          13,401       8,288      7,805     33,334    7,433      6,959     33,334
    7          14,071       8,030      7,569     33,334    6,973      6,520     33,334
    8          14,775       7,778      7,540     33,334    6,492      6,260     33,334
    9          15,513       7,534      7,315     33,334    5,986      5,771     33,334
   10          16,289       7,297      7,297     33,334    5,449      5,449     33,334
 
   11          17,103       7,101      7,101     33,334    4,898      4,898     33,334
   12          17,959       6,910      6,910     33,334    4,307      4,307     33,334
   13          18,856       6,723      6,723     33,334    3,676      3,676     33,334
   14          19,799       6,541      6,541     33,334    3,000      3,000     33,334
   15          20,789       6,363      6,363     33,334    2,273      2,273     33,334
 
   16          21,829       6,188      6,188     33,334    1,482      1,482     33,334
   17          22,920       6,018      6,018     33,334      610        610     33,334
   18          24,066       5,852      5,852     33,334        0          0          0
   19          25,270       5,689      5,689     33,334        0          0          0
   20          26,533       5,530      5,530     33,334        0          0          0
 
   25          33,864       4,789      4,789     33,334        0          0          0
   35          55,160       3,538      3,538     33,334        0          0          0
</TABLE>
 
  * 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.
 
    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.
 
                                       33
<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% (11.40% NET)
 
<TABLE>
<CAPTION>
             PREMIUMS               CURRENT CHARGES*                  GUARANTEED CHARGES**
            ACCUMULATED    ----------------------------------   ---------------------------------
 END OF        AT 5%                      CASH                                CASH
CONTRACT   INTEREST PER     ACCOUNT     SURRENDER     DEATH     ACCOUNT     SURRENDER     DEATH
  YEAR         YEAR          VALUE        VALUE      BENEFIT     VALUE        VALUE      BENEFIT
- --------   -------------   ---------   -----------   --------   --------   -----------   --------
<S>        <C>             <C>         <C>           <C>        <C>        <C>           <C>
    1          10,500        10,865        9,870       19,380    10,681        9,690       19,380
    2          11,025        11,807       10,821       19,380    11,245       10,446       19,380
    3          11,576        12,834       11,859       19,380    12,244       11,280       19,380
    4          12,155        13,952       13,143       19,380    13,150       12,353       19,380
    5          12,763        15,172       14,382       19,380    14,160       13,383       19,380
 
    6          13,401        16,501       15,936       19,380    15,292       14,740       19,380
    7          14,071        17,954       17,420       20,289    16,571       16,047       19,380
    8          14,775        19,552       19,254       21,703    18,024       17,734       20,007
    9          15,513        21,306       21,053       23,224    19,638       19,389       21,406
   10          16,289        23,209       23,209       25,298    21,389       21,389       23,315
 
   11          17,103        25,389       25,389       27,420    23,395       23,395       25,268
   12          17,959        27,782       27,782       29,728    25,599       25,599       27,391
   13          18,856        30,395       30,395       32,523    27,999       27,999       29,960
   14          19,799        33,264       33,264       35,261    30,640       39,640       32,479
   15          20,789        36,398       36,398       38,583    33,518       33,518       35,530
 
   16          21,829        39,845       39,845       41,838    36,690       36,690       38,525
   17          22,920        43,606       43,606       45,786    40,146       49,146       42,153
   18          24,066        47,724       47,724       50,111    43,908       43,908       46,103
   19          25,270        52,235       52,235       54,847    47,998       47,998       50,398
   20          26,533        57,208       57,208       60,069    52,440       52,440       55,062
 
   25          33,864        90,146       90,146       94,653    81,072       81,072       85,126
   35          55,160       223,848      223,848      226,086   195,316      195,316      197,269
</TABLE>
 
  * 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.
 
    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.
 
                                       34
<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% (5.40% NET)
 
<TABLE>
<CAPTION>
             PREMIUMS             CURRENT CHARGES*               GUARANTEED CHARGES**
            ACCUMULATED    -------------------------------   -----------------------------
 END OF        AT 5%                     CASH                            CASH
CONTRACT   INTEREST PER    ACCOUNT    SURRENDER     DEATH    ACCOUNT   SURRENDER    DEATH
  YEAR         YEAR         VALUE       VALUE      BENEFIT    VALUE      VALUE     BENEFIT
- --------   -------------   --------   ----------   -------   -------   ---------   -------
<S>        <C>             <C>        <C>          <C>       <C>       <C>         <C>
    1          10,500       10,279       9,298     19,380    10,092      9,115     19,380
    2          11,025       10,568       9,606     19,380    10,166      9,213     19,380
    3          11,576       10,865       9,925     19,380    10,221      9,292     19,380
    4          12,155       11,171      10,403     19,380    10,251      9,497     19,380
    5          12,763       11,487      10,743     19,380    10,254      9,526     19,380
 
    6          13,401       11,812      11,294     19,380    10,223      9,721     19,380
    7          14,071       12,148      11,657     19,380    10,151      9,675     19,380
    8          14,775       12,494      12,232     19,380    10,028      9,778     19,380
    9          15,513       12,851      12,619     19,380     9,841      9,617     19,380
   10          16,289       13,219      13,219     19,380     9,578      9,578     19,380
 
   11          17,103       13,667      13,667     19,380     9,263      9,263     19,380
   12          17,959       14,131      14,131     19,380     8,842      8,842     19,380
   13          18,856       14,611      14,611     19,380     8,294      8,294     19,380
   14          19,799       15,109      15,109     19,380     7,590      7,590     19,380
   15          20,789       15,625      15,625     19,380     6,694      6,694     19,380
 
   16          21,829       16,160      16,160     19,380     5,552      5,552     19,380
   17          22,920       16,715      16,715     19,380     4,091      4,091     19,380
   18          24,066       17,289      17,289     19,380     2,210      2,210     19,380
   19          25,270       17,884      17,884     19,380         0          0          0
   20          26,533       18,501      18,501     19,426         0          0
 
   25          33,864       21,935      21,935     23,033         0          0          0
   35          55,160       30,944      30,944     31,254         0          0          0
</TABLE>
 
  * 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.
 
    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.
 
                                       35
<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% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*               GUARANTEED CHARGES**
            PREMIUMS      -------------------------------  -------------------------------
END OF    ACCUMULATED                  CASH                             CASH
CONTRACT AT 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         9,694     8,726      19,380      9,504     8,540      19,380
   2          11,025         9,397     8,459      19,380      8,980     8,051      19,380
   3          11,576         9,108     8,199      19,380      8,424     7,527      19,380
   4          12,155         8,827     8,095      19,380      7,830     7,112      19,380
   5          12,763         8,554     7,847      19,380      7,190     6,500      19,380
 
   6          13,401         8,288     7,805      19,380      6,494     6,030      19,380
   7          14,071         8,030     7,569      19,380      5,731     5,288      19,380
   8          14,775         7,778     7,540      19,380      4,883     5,659      19,380
   9          15,513         7,534     7,315      19,380      3,931     3,721      19,380
  10          16,289         7,297     7,297      19,380      2,853     2,853      19,380
 
  11          17,103         7,101     7,101      19,380      1,634     1,634      19,380
  12          17,959         6,910     6,910      19,380        232       232      19,380
  13          18,856         6,723     6,723      19,380          0         0           0
  14          19,799         6,541     6,541      19,380          0         0           0
  15          20,789         6,363     6,363      19,380          0         0           0
 
  16          21,829         6,188     6,188      19,380          0         0           0
  17          22,920         6,018     6,018      19,380          0         0           0
  18          24,066         5,852     5,852      19,380          0         0           0
  19          25,270         5,689     5,689      19,380          0         0           0
  20          26,533         5,530     5,530      19,380          0         0           0
  25          33,864         4,789     4,789      19,380          0         0           0
  35          55,160         3,538     3,538      19,380          0         0           0
</TABLE>
 
  * 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.
 
    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.
 
                                       36
<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% (11.40% NET)
 
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*               GUARANTEED CHARGES**
            PREMIUMS      -------------------------------  -------------------------------
END OF    ACCUMULATED                  CASH                             CASH
CONTRACT AT 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        10,933      9,937      44,053    10,933      9,937      44,053
   2          11,025        11,950     10,961      44,053    11,950     10,961      44,053
   3          11,576        13,058     12,080      44,053    13,058     12,080      44,053
   4          12,155        14,266     13,452      44,053    14,266     13,452      44,053
   5          12,763        15,583     14,788      44,053    15,583     14,788      44,053
 
   6          13,401        17,019     16,449      44,053    17,019     16,449      44,053
   7          14,071        18,584     18,044      44,053    18,584     18,044      44,053
   8          14,775        20,291     19,989      44,053    20,290     19,988      44,053
   9          15,513        22,156     21,901      44,053    22,150     21,894      44,053
  10          16,289        24,197     24,197      44,053    24,179     24,179      44,053
 
  11          17,103        26,560     26,560      44,053    26,501     26,501      44,053
  12          17,959        29,158     29,158      44,053    29,052     29,052      44,053
  13          18,856        32,014     32,014      44,053    31,860     31,860      44,053
  14          19,799        35,152     35,152      44,053    34,958     34,958      44,053
  15          20,789        38,606     38,606      44,053    38,386     38,386      44,528
 
  16          21,829        42,407     42,407      48,769    42,165     42,165      48,490
  17          22,920        46,583     46,583      52,640    46,317     46,317      52,339
  18          24,066        51,173     51,173      56,803    50,881     50,881      56,478
  19          25,270        56,253     56,253      61,317    55,932     55,932      60,966
  20          26,533        61,825     61,825      67,390    61,463     61,463      66,995
  25          33,864        99,143     99,143     105,092    98,250     98,250     104,146
  35          55,160       254,947    254,947     267,695   243,379    243,379     255,549
</TABLE>
 
  * 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.
 
    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.
 
                                       37
<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% (5.40% NET)
 
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*               GUARANTEED CHARGES**
            PREMIUMS      -------------------------------  -------------------------------
END OF    ACCUMULATED                  CASH                             CASH
CONTRACT AT 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        10,344      9,361     44,053     10,344      9,361     44,053
   2          11,025        10,694      9,730     44,053     10,694      9,730     44,053
   3          11,576        11,051     10,108     44,053     11,051     10,108     44,053
   4          12,155        11,413     10,641     44,053     11,413     10,641     44,053
   5          12,763        11,778     11,031     44,053     11,778     11,031     44,053
 
   6          13,401        12,155     11,634     44,053     12,146     11,625     44,053
   7          14,071        12,546     12,052     44,053     12,515     12,021     44,053
   8          14,775        12,949     12,685     44,053     12,881     12,617     44,053
   9          15,513        13,367     13,134     44,053     13,242     13,009     44,053
  10          16,289        13,800     13,800     44,053     13,594     13,594     44,053
 
  11          17,103        14,318     14,318     44,053     13,988     13,988     44,053
  12          17,959        14,858     14,858     44,053     14,368     14,368     44,053
  13          18,856        15,419     15,419     44,053     14,730     14,730     44,053
  14          19,799        16,002     16,002     44,053     15,069     15,069     44,053
  15          20,789        16,609     16,609     44,053     15,378     15,378     44,053
 
  16          21,829        17,239     17,239     44,053     15,649     15,649     44,053
  17          22,920        17,895     17,895     44,053     15,869     15,869     44,053
  18          24,066        18,577     18,577     44,053     16,023     16,023     44,053
  19          25,270        19,287     19,287     44,053     16,091     16,091     44,053
  20          26,533        20,024     20,024     44,053     16,051     16,051     44,053
  25          33,864        24,177     24,177     44,053     13,215     13,215     44,053
  35          55,160        35,364     35,364     44,053          0          0          0
</TABLE>
 
  * 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.
 
    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.
 
                                       38
<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% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*               GUARANTEED CHARGES**
            PREMIUMS      -------------------------------  -------------------------------
END OF    ACCUMULATED                  CASH                             CASH
CONTRACT AT 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         9,755     8,785      44,053      9,755     8,785      44,053
   2          11,025         9,509     8,569      44,053      9,509     8,569      44,053
   3          11,576         9,260     8,348      44,053      9,260     8,348      44,053
   4          12,155         9,008     8,273      44,053      9,008     8,273      44,053
   5          12,763         8,761     8,051      44,053      8,751     8,042      44,053
 
   6          13,401         8,519     8,034      44,053      8,486     8,002      44,053
   7          14,071         8,283     7,821      44,053      8,212     7,750      44,053
   8          14,775         8,053     7,813      44,053      7,924     7,685      44,053
   9          15,513         7,829     7,609      44,053      7,619     7,400      44,053
  10          16,289         7,610     7,610      44,053      7,291     7,291      44,053
 
  11          17,103         7,433     7,433      44,053      6,964     6,964      44,053
  12          17,959         7,260     7,260      44,053      6,602     6,602      44,053
  13          18,856         7,090     7,090      44,053      6,199     6,199      44,053
  14          19,799         6,924     6,924      44,053      5,749     5,749      44,053
  15          20,789         6,760     6,760      44,053      5,242     5,242      44,053
 
  16          21,829         6,600     6,600      44,053      4,667     4,667      44,053
  17          22,920         6,443     6,443      44,053      4,007     4,007      44,053
  18          24,066         6,289     6,289      44,053      3,239     3,239      44,053
  19          25,270         6,138     6,138      44,053      2,337     2,337      44,053
  20          26,533         5,990     5,990      44,053      1,268     1,268      44,053
  25          33,864         5,291     5,291      44,053          0         0           0
  35          55,160         4,082     4,082      44,053          0         0           0
</TABLE>
 
  * 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.
 
    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.
 
                                       39
<PAGE>
                        HARTFORD LIFE 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% (11.40% NET)
 
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*               GUARANTEED CHARGES**
            PREMIUMS      -------------------------------  -------------------------------
END OF    ACCUMULATED                  CASH                             CASH
CONTRACT AT 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        10,928      9,932      27,778    10,928      9,932      27,778
   2          11,025        11,930     10,942      27,778    11,930     10,942      27,778
   3          11,576        13,014     12,037      27,778    13,013     12,036      27,778
   4          12,155        14,199     13,386      27,778    14,184     13,372      27,778
   5          12,763        15,495     14,071      27,778    15,453     14,660      27,778
 
   6          13,401        16,912     16,343      27,778    16,829     16,261      27,778
   7          14,071        18,461     17,923      27,778    18,325     17,788      27,778
   8          14,775        20,165     19,855      27,778    19,957     19,658      27,778
   9          15,513        22,009     21,754      27,778    21,745     21,491      27,778
  10          16,289        24,035     24,035      27,778    23,714     23,714      27,778
 
  11          17,103        26,384     28,384      28,495    26,006     26,006      28,087
  12          17,959        28,964     28,964      30,992    28,549     28,549      30,548
  13          18,856        31,800     31,800      34,027    31,331     31,331      33,525
  14          19,799        34,917     34,917      37,013    34,386     34,386      36,450
  15          20,789        38,343     38,343      40,644    37,726     37,726      39,991
 
  16          21,829        42,108     42,108      44,214    41,397     41,397      43,468
  17          22,920        46,246     46,246      48,559    45,407     45,407      47,678
  18          24,066        50,794     50,794      53,334    49,783     49,783      52,273
  19          25,270        55,825     55,825      58,617    54,550     54,550      57,278
  20          26,533        61,355     61,355      64,423    59,771     59,771      62,760
  25          33,864        98,388     98,388     103,308    93,315     93,315      97,981
  35          55,160       253,006    253,006     255,537   225,844    225,844     228,102
</TABLE>
 
  * 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.
 
    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.
 
                                       40
<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% (5.40% NET)
 
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*               GUARANTEED CHARGES**
            PREMIUMS      -------------------------------  -------------------------------
END OF    ACCUMULATED                  CASH                             CASH
CONTRACT AT 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        10,339      9,357     27,778     10,339      9,357     27,778
   2          11,025        10,675      9,712     27,778     10,675      9,712     27,778
   3          11,576        11,014     10,071     27,778     11,005     10,062     27,778
   4          12,155        11,365     10,594     27,778     11,325     10,556     27,778
   5          12,763        11,728     10,981     27,778     11,634     10,889     27,778
 
   6          13,401        12,103     11,582     27,778     11,926     11,407     27,778
   7          14,071        12,492     11,998     27,778     12,197     11,705     27,778
   8          14,775        12,894     12,629     27,778     12,437     12,175     27,778
   9          15,513        13,309     13,076     27,778     12,640     12,408     27,778
  10          16,289        13,740     13,740     27,778     12,793     12,793     27,778
 
  11          17,103        14,256     14,256     27,778     12,939     12,939     27,778
  12          17,959        14,793     14,793     27,778     13,016     13,016     27,778
  13          18,856        15,351     15,351     27,778     13,010     13,010     27,778
  14          19,799        15,932     15,932     27,778     12,906     12,906     27,778
  15          20,789        16,536     16,536     27,778     12,682     12,682     27,778
 
  16          21,829        17,164     17,164     27,778     12,308     12,308     27,778
  17          22,920        17,817     17,817     27,778     11,743     11,743     27,778
  18          24,066        18,496     18,496     27,778     10,931     10,931     27,778
  19          25,270        10,202     19,202     27,778      9,798      9,798     27,778
  20          26,533        19,936     19,936     27,778      8,247      8,247     27,778
  25          33,864        24,069     24,096     27,778          0          0          0
  35          55,160        35,205     35,205     35,558          0          0          0
</TABLE>
 
  * 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.
 
    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.
 
                                       41
<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% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*               GUARANTEED CHARGES**
            PREMIUMS      -------------------------------  -------------------------------
END OF    ACCUMULATED                  CASH                             CASH
CONTRACT AT 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         9,750     8,781      27,778      9,750     8,781      27,778
   2          11,025         9,489     8,549      27,778      9,489     8,549      27,778
   3          11,576         9,230     8,318      27,778      9,213     8,302      27,778
   4          12,155         8,977     8,242      27,778      8,919     8,184      27,778
   5          12,763         8,830     8,021      27,778      8,599     7,892      27,778
 
   6          13,401         8,489     8,004      27,778      8,251     7,768      27,778
   7          14,071         8,254     7,792      27,778      7,865     7,406      27,778
   8          14,775         8,025     7,785      27,778      7,430     7,193      27,778
   9          15,513         7,801     7,582      27,778      6,933     6,716      27,778
  10          16,289         7,583     7,583      27,778      6,359     6,359      27,778
 
  11          17,103         7,407     7,407      27,778      5,712     5,712      27,778
  12          17,959         7,234     7,234      27,778      4,946     4,946      27,778
  13          18,856         7,065     7,065      27,778      4,038     4,038      27,778
  14          19,799         6,899     6,899      27,778      2,959     2,959      27,778
  15          20,789         6,736     6,736      27,778      1,672     1,672      27,778
 
  16          21,829         6,576     6,576      27,778        125       125      27,778
  17          22,920         6,419     6,419      27,778          0         0           0
  18          24,066         6,266     6,266      27,778          0         0           0
  19          25,270         6,115     6,115      27,778          0         0           0
  20          26,533         5,968     5,968      27,778          0         0           0
  25          33,864         5,271     5,271      27,778          0         0           0
  35          55,160         4,066     4,066      27,778          0         0           0
</TABLE>
 
  * 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.
 
    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.
 
                                       42
 
<PAGE>
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNT FIVE AND TO THE
 OWNERS OF UNITS OF INTEREST THEREIN:
 
 We  have  audited the  accompanying statement  of assets  & liabilities  of ITT
 Hartford Life & Annuity Insurance  Company Separate Account Five (the  Account)
 as of December 31, 1995, and the related statement of operations and changes in
 net  assets for the  period from inception,  January 10, 1995,  to December 31,
 1995. These  financial  statements  are the  responsibility  of  the  Account's
 management.  Our responsibility  is to  express an  opinion on  these financial
 statements based on our audit.
 
 We  conducted  our  audit  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 audit provides a reasonable  basis
 for our opinion.
 
 In  our opinion, the financial statements  referred to above present fairly, in
 all material respects, the  financial position of ITT  Hartford Life &  Annuity
 Insurance Company Separate Account Five as of December 31, 1995, the results of
 its operations and changes in net assets for the period from inception, January
 10,  1995,  to  December  31,  1995,  in  conformity  with  generally  accepted
 accounting principles.
 
 Hartford, Connecticut
 February 19, 1996                                           Arthur Andersen LLP
 


<PAGE>
 Separate Account Five
ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS & LIABILITIES
 DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                           MONEY
                            BOND FUND     STOCK FUND    MARKET FUND
                           SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT
                           ------------   -----------   -----------
<S>                        <C>            <C>           <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
Shares                                                                    297,873
Cost                                                                   $  299,247
    Market Value.........   $  306,291        --            --
  Hartford Stock Fund,
   Inc.
Shares                                                                  1,089,818
Cost                                                                   $3,622,270
    Market Value.........      --         $3,843,808        --
  HVA Money Market Fund,
   Inc.
Shares                                                                  4,656,679
Cost                                                                   $4,656,679
    Market Value.........      --             --        $4,656,679
  Hartford Advisers Fund,
   Inc.
Shares                                                                  2,043,905
Cost                                                                   $3,812,050
    Market Value.........      --             --            --
  Hartford Capital
   Appreciation Fund,
   Inc.
Shares                                                                  2,152,670
Cost                                                                   $7,296,846
    Market Value.........      --             --            --
  Hartford Mortgage
   Securities Fund, Inc.
Shares                                                                    149,157
Cost                                                                   $  156,876
    Market Value.........      --             --            --
  Hartford Index Fund,
   Inc.
Shares                                                                    317,288
Cost                                                                   $  605,533
    Market Value.........      --             --            --
  Hartford International
   Opportunities Fund,
   Inc.
Shares                                                                  1,017,908
Cost                                                                   $1,269,495
    Market Value.........      --             --            --
  Hartford Dividend and
   Growth Fund, Inc.
Shares                                                                  1,334,838
Cost                                                                   $1,614,808
    Market Value.........      --             --            --
  Hartford International
   Advisers Fund, Inc.
Shares                                                                    142,134
Cost                                                                   $  152,699
    Market Value.........      --             --            --
  Due from ITT Hartford
   Life and Annuity
   Insurance Company.....      --              7,510        --
  Receivable from fund
   shares sold...........       11,802        --            22,832
                           ------------   -----------   -----------
  Total Assets...........      318,093     3,851,318     4,679,511
                           ------------   -----------   -----------
LIABILITIES:
  Due to ITT Hartford
   Life and Annuity
   Insurance Company.....       11,802        --            22,642
  Payable for fund shares
   purchased.............      --              7,507        --
                           ------------   -----------   -----------
  Total Liabilities......       11,802         7,507        22,642
                           ------------   -----------   -----------
  Net Assets (variable
   life contract
   liabilities)..........   $  306,291    $3,843,811    $4,656,869
                           ------------   -----------   -----------
                           ------------   -----------   -----------
  Units Outstanding......      258,698     2,896,535     4,409,389
  Accumulation Unit Value
   at end of period......   $ 1.183971    $ 1.327038    $ 1.056126
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
<PAGE>
 
<TABLE>
<CAPTION>
                                           CAPITAL          MORTGAGE                   INTERNATIONAL      DIVIDEND
                            ADVISERS    APPRECIATION       SECURITIES                  OPPORTUNITIES         AND       INTERNATIONAL
                              FUND          FUND              FUND        INDEX FUND        FUND         GROWTH FUND   ADVISERS FUND
                           SUB-ACCOUNT   SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT   SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT
                           ----------  ---------------   --------------   ----------  ----------------   -----------   -------------
<S>                        <C>         <C>               <C>              <C>         <C>                <C>           <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
Shares                                                                       297,873
Cost                                                                      $  299,247
    Market Value.........     --            --                --                --            --                --             --
  Hartford Stock Fund,
   Inc.
Shares                                                                     1,089,818
Cost                                                                      $3,622,270
    Market Value.........     --            --                --                --            --                --             --
  HVA Money Market Fund,
   Inc.
Shares                                                                     4,656,679
Cost                                                                      $4,656,679
    Market Value.........     --            --                --                --            --                --             --
  Hartford Advisers Fund,
   Inc.
Shares                                                                     2,043,905
Cost                                                                      $3,812,050
    Market Value.........  $4,002,864       --                --                --            --                --             --
  Hartford Capital
   Appreciation Fund,
   Inc.
Shares                                                                     2,152,670
Cost                                                                      $7,296,846
    Market Value.........     --         $7,512,087           --                --            --                --             --
  Hartford Mortgage
   Securities Fund, Inc.
Shares                                                                       149,157
Cost                                                                      $  156,876
    Market Value.........     --            --             $  159,788           --            --                --             --
  Hartford Index Fund,
   Inc.
Shares                                                                       317,288
Cost                                                                      $  605,533
    Market Value.........     --            --                --          $  643,434          --                --             --
  Hartford International
   Opportunities Fund,
   Inc.
Shares                                                                     1,017,908
Cost                                                                      $1,269,495
    Market Value.........     --            --                --                --        $1,329,072            --             --
  Hartford Dividend and
   Growth Fund, Inc.
Shares                                                                     1,334,838
Cost                                                                      $1,614,808
    Market Value.........     --            --                --                --            --            $1,758,008         --
  Hartford International
   Advisers Fund, Inc.
Shares                                                                       142,134
Cost                                                                      $  152,699
    Market Value.........     --            --                --                --            --                --        $   17,633
  Due from ITT Hartford
   Life and Annuity
   Insurance Company.....     --            281,988           --                --             9,735            --             --
  Receivable from fund
   shares sold...........         257       --                  9,602          6,114          --                11,040         9,012
                           ----------  ---------------   --------------   ------------  ----------------   -----------   -----------
  Total Assets...........   4,003,121     7,794,075           169,390        649,548       1,338,807         1,769,048       166,645
                           ----------  ---------------   --------------   ------------  ----------------   -----------   -----------
LIABILITIES:
  Due to ITT Hartford
   Life and Annuity
   Insurance Company.....         260       --                  9,602          6,116        --                  11,048         9,012
  Payable for fund shares
   purchased.............     --            282,417           --             --                9,736          --             --
                           ----------  ---------------   --------------   ------------  ----------------   -----------   -----------
  Total Liabilities......         260       282,417             9,602          6,116           9,736            11,048         9,012
                           ----------  ---------------   --------------   ------------  ----------------   -----------   -----------
  Net Assets (variable
   life contract
   liabilities)..........  $4,002,861    $7,511,658        $  159,788     $  643,432      $1,329,071        $1,758,000    $  157,633
                           ----------  ---------------   --------------   ------------  ----------------   -----------   -----------
                           ----------  ---------------   --------------   ------------  ----------------   -----------   -----------
  Units Outstanding......   3,138,857     5,787,226           137,471        473,089       1,145,162         1,296,244       136,077
  Accumulation Unit Value
   at end of period......  $ 1.275261    $ 1.297972        $ 1.162324     $ 1.360070      $ 1.160597        $ 1.356226    $ 1.158392
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
<PAGE>
 SEPARATE ACCOUNT FIVE
ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
 FROM INCEPTION, JANUARY 10, 1995, TO DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                      MONEY
                                          STOCK      MARKET
                           BOND FUND      FUND        FUND
                           SUB-ACCOUNT  SUB-ACCOUNT SUB-ACCOUNT
                           ----------   ---------   ---------
<S>                        <C>          <C>         <C>
INVESTMENT INCOME:
  Dividends..............    $ 5,592    $ 24,153     $74,755
                           ----------   ---------   ---------
    Net investment income
     (loss)..............      5,592      24,153      74,755
                           ----------   ---------   ---------
  Capital gains income...     --             403       --
                           ----------   ---------   ---------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........        275         (94)      --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      7,044     221,539       --
                           ----------   ---------   ---------
    Net gains (losses) on
     investments.........      7,319     221,445       --
                           ----------   ---------   ---------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    $12,911    $246,001     $74,755
                           ----------   ---------   ---------
                           ----------   ---------   ---------
</TABLE>
 
* From inception, March 1, 1995, to December 31, 1995.
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                   DIVIDEND
                                          CAPITAL        MORTGAGE                INTERNATIONAL       AND       INTERNATIONAL
                           ADVISERS     APPRECIATION    SECURITIES     INDEX     OPPORTUNITIES      GROWTH       ADVISERS
                             FUND           FUND           FUND         FUND          FUND           FUND          FUND
                           SUB-ACCOUNT  SUB-ACCOUNT     SUB-ACCOUNT   SUB-ACCOUNT  SUB-ACCOUNT    SUB-ACCOUNT  SUB-ACCOUNT*
                           ---------   --------------   -----------   --------   --------------   ----------   ------------
<S>                        <C>         <C>              <C>           <C>        <C>              <C>          <C>
INVESTMENT INCOME:
  Dividends..............  $ 40,874       $ 17,693        $4,015      $ 4,467       $ 4,790        $ 13,879       $3,923
                           ---------   --------------   -----------   --------      -------       ----------      ------
    Net investment income
     (loss)..............    40,874         17,693         4,015        4,467         4,790          13,879        3,923
                           ---------   --------------   -----------   --------      -------       ----------      ------
  Capital gains income...       120            541         --               4            92          --           --
                           ---------   --------------   -----------   --------      -------       ----------      ------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........      (649)         1,253           105          (49)           20             425          301
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................   190,815        215,241         2,911       37,902        59,577         143,200        4,932
                           ---------   --------------   -----------   --------      -------       ----------      ------
    Net gains (losses) on
     investments.........   190,166        216,494         3,016       37,853        59,597         143,625        5,233
                           ---------   --------------   -----------   --------      -------       ----------      ------
  Net increase (decrease)
   in net assets
   resulting from
   operations............  $231,160       $234,728        $7,031      $42,324       $64,479        $157,504       $9,156
                           ---------   --------------   -----------   --------      -------       ----------      ------
                           ---------   --------------   -----------   --------      -------       ----------      ------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
<PAGE>
 Separate Account Five
ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
 FROM INCEPTION JANUARY 10, 1995 TO DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                              MONEY
                            BOND FUND      STOCK FUND      MARKET FUND
                           SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                           ------------   -------------   -------------
<S>                        <C>            <C>             <C>
OPERATIONS:
  Net investment income
   (loss)................  $      5,592   $      24,153   $      74,755
  Capital gains income...       --                  403        --
  Net realized gain
   (loss) on security
   transactions..........           275             (94)       --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         7,044         221,539        --
                           ------------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............        12,911         246,001          74,755
                           ------------   -------------   -------------
UNIT TRANSACTIONS:
  Purchases..............       --             --            23,888,562
  Net transfers..........       306,533       3,642,384     (18,864,634)
  Surrenders.............       (12,757)        (33,294)        (48,453)
  Net loan withdrawals...       --               (5,495)       (372,799)
  Cost of insurance and
   other fees............          (396)         (5,785)        (20,562)
                           ------------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........       293,380       3,597,810       4,582,114
                           ------------   -------------   -------------
  Total increase
   (decrease) in net
   assets................       306,291       3,843,811       4,656,869
NET ASSETS:
  Beginning of period....       --             --              --
                           ------------   -------------   -------------
  End of period..........  $    306,291   $   3,843,811   $   4,656,869
                           ------------   -------------   -------------
                           ------------   -------------   -------------
</TABLE>
 
* From inception, March 1, 1995, to December 31, 1995.
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
<PAGE>
<TABLE>
<CAPTION>
                                              CAPITAL          MORTGAGE                      INTERNATIONAL     DIVIDEND AND
                          ADVISERS FUND  APPRECIATION FUND  SECURITIES FUND   INDEX FUND   OPPORTUNITIES FUND  GROWTH FUND
                           SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT    SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT
                          -------------  -----------------  ---------------  ------------  ------------------  ------------
<S>                       <C>            <C>                <C>              <C>           <C>                 <C>
OPERATIONS:
  Net investment income
   (loss)................ $      40,874    $     17,693       $     4,015    $      4,467     $      4,790     $     13,879
  Capital gains income...           120             541          --                     4               92          --
  Net realized gain
   (loss) on security
   transactions..........          (649)          1,253               105             (49)              20              425
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       190,815         215,241             2,911          37,902           59,577          143,200
                          -------------  -----------------  ---------------  ------------  ------------------  ------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       231,160         234,728             7,031          42,324           64,479          157,504
                          -------------  -----------------  ---------------  ------------  ------------------  ------------
UNIT TRANSACTIONS:
  Purchases..............      --              --                --               --             --                 --
  Net transfers..........     3,814,765       7,349,141           165,306         617,882        1,282,924        1,624,852
  Surrenders.............       (36,276)        (45,663)          (12,284)        (15,806)         (16,386)         (21,482)
  Net loan withdrawals...      --               (16,773)         --                   (36)       --                     (36)
  Cost of insurance and
   other fees............        (6,788)         (9,775)             (265)           (932)          (1,946)          (2,838)
                          -------------  -----------------  ---------------  ------------  ------------------  ------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     3,771,701       7,276,930           152,757         601,108        1,264,592        1,600,496
                          -------------  -----------------  ---------------  ------------  ------------------  ------------
  Total increase
   (decrease) in net
   assets................     4,002,861       7,511,658           159,788         643,432        1,329,071        1,758,000
NET ASSETS:
  Beginning of period....      --              --                --               --             --                 --
                          -------------  -----------------  ---------------  ------------  ------------------  ------------
  End of period.......... $   4,002,861    $  7,511,658       $   159,788    $    643,432     $  1,329,071     $  1,758,000
                          -------------  -----------------  ---------------  ------------  ------------------  ------------
                          -------------  -----------------  ---------------  ------------  ------------------  ------------
 
<CAPTION>
                           INTERNATIONAL
                            ADVISERS
                              FUND
                           SUB-ACCOUNT*
                           -----------
<S>                       <C>
OPERATIONS:
  Net investment income
   (loss)................   $  3,923
  Capital gains income...     --
  Net realized gain
   (loss) on security
   transactions..........        301
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      4,932
                           -----------
  Net increase (decrease)
   in net assets
   resulting from
   operations............      9,156
                           -----------
UNIT TRANSACTIONS:
  Purchases..............     --
  Net transfers..........    160,888
  Surrenders.............    (12,083)
  Net loan withdrawals...        (34)
  Cost of insurance and
   other fees............       (294)
                           -----------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    148,477
                           -----------
  Total increase
   (decrease) in net
   assets................    157,633
NET ASSETS:
  Beginning of period....     --
                           -----------
  End of period..........   $157,633
                           -----------
                           -----------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
<PAGE>
 SEPARATE ACCOUNT FIVE
ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 1995
 
 1.  ORGANIZATION:
 
    Separate  Account Five (the Account) is a separate investment account within
    ITT  Hartford  Life  &  Annuity  Insurance  Company  (the  Company)  and  is
    registered  with  the Securities  and Exchange  Commission  (SEC) as  a unit
    investment trust under the Investment Company Act of 1940, as amended.  Both
    the Company and the Account are subject to supervision and regulation by the
    Department of Insurance of the State of Connecticut and the SEC. The Account
    invests  deposits by variable life contractholders of the Company in various
    mutual funds (the  Funds) as  directed by the  contractholders. The  Account
    commenced operations on January 10, 1995.
 
 2.  SIGNIFICANT ACCOUNTING POLICIES:
 
    The  following  is  a  summary of  significant  accounting  policies  of the
    Account,  which  are  in  accordance  with  generally  accepted   accounting
    principles in the investment company industry:
 
    a)  SECURITY TRANSACTIONS--Security  transactions are recorded  on the trade
       date (date the  order to buy  or sell is  executed). Cost of  investments
       sold  is determined on the basis of identified cost. Dividend and capital
       gains income are accrued as of the ex-dividend date. Capital gains income
       represents dividends from  the Funds which  are characterized as  capital
       gains under tax regulations.
 
    b) SECURITY VALUATION--The investment in shares of the Hartford mutual funds
       are  valued at the closing net asset value per share as determined by the
       appropriate Fund as of December 31, 1995.
 
    c) FEDERAL INCOME TAXES--The operations of  the Account form a part of,  and
       are taxed with, the total operations of the Company, which is taxed as an
       insurance  company under the Internal Revenue Code. Under current law, no
       federal income taxes are  payable with respect to  the operations of  the
       Account.
 
    d)  USE OF ESTIMATES--The preparation  of financial statements in conformity
       with generally accepted accounting principles requires management to make
       estimates and assumptions that affect the reported amounts of assets  and
       liabilities  as of the date of  the financial statements and the reported
       amounts of income and  expenses during the  period. Operating results  in
       the  future  could  vary  from  the  amounts  derived  from  management's
       estimates.
 
 3.  ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:
 
    In accordance with the terms of the contracts, the Company makes  deductions
    for  mortality and  expense undertakings, cost  of insurance, administrative
    fees,  and  state  premium  taxes.   These  charges  are  deducted   through
    termination of units of interest from applicable contract owners' accounts.
<PAGE>

                          ARTHUR ANDERSEN LLP


            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
            ----------------------------------------

To the Board of Directors of
   ITT Hartford Life and Annuity Insurance Company:

We have audited the accompanying statutory balance sheets of ITT Hartford 
Life and Annuity Insurance Company (a Wisconsin corporation and wholly-owned 
subsidiary of Hartford Life Insurance Company) (the Company) as of December 
31, 1995 and 1994, and the related statutory statements of income, changes in 
capital and surplus, and cash flows for each of the three years in the period 
ended December 31, 1995. 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 of notes to statutory financial 
statements. When statutory financial statements are presented for purposes 
other than for filing with a regulatory agency, generally accepted auditing 
standards require that an auditors' 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 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, 1995 and 1994, and the 
results of its operations and its cash flows for each of the three years in 
the period ended December 31, 1995.

<PAGE>

However, in our opinion, the statutory financial statements referred to above 
present fairly, in all material respects, the financial position of the 
Company as of December 31, 1995 and 1994, and the results of operations and 
its cash flows for each of the three years in the period ended December 31, 
1995 in conformity with statutory accounting practices as described in Note 1.

As discussed in Note 1 of notes to statutory financial statements, the 
Company changed its valuation method in determining aggregate reserves for 
future benefits.

                                                /s/ Arthur Andersen LLP

Hartford, Connecticut
January 24, 1996



<PAGE>

                          ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                   STATUTORY STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                           FOR THE YEARS ENDED DECEMBER 31,
                                                  ---------------------------------------------------
                                                     1995                1994                1993
                                                  -----------         -----------         -----------
<S>                                              <C>                 <C>                 <C>
REVENUES
   Premiums and Annuity Considerations           $   165,792         $   442,173         $    14,281
   Annuity and Other Fund Deposits                 1,087,661             608,685           1,986,140
   Net Investment Income                              78,787              29,012               7,970
   Commissions and Expense Allowances on
   Reinsurance Ceded                                 183,380             154,527              60,700
   Reserve Adjustment on Reinsurance Ceded         1,879,785           1,266,926                   0
   Other Revenues                                    140,796              41,857             369,598
                                                 -----------         -----------         -----------
      TOTAL REVENUES                               3,536,201           2,543,180           2,438,689
                                                 -----------         -----------         -----------

BENEFITS AND EXPENSES
   Death and Annuity Benefits                         53,029               7,948               3,192
   Surrenders and Other Benefit Payments             221,392             181,749               4,955
   Commissions and Other Expenses                    236,202             186,303             132,169
   Increase in Reserves for Future Benefits           94,253             416,748               5,120
   Increase in Liability for Premium
   and Other Deposit Funds                           460,124             182,934             281,024
   Net Transfers to Separate Accounts              2,414,669           1,541,419           2,013,183
                                                 -----------         -----------         -----------
      TOTAL BENEFITS AND EXPENSES                  3,479,669           2,517,101           2,439,643
                                                 -----------         -----------         -----------
NET GAIN (LOSS) FROM OPERATIONS
   BEFORE FEDERAL INCOME TAX EXPENSE                  56,532              26,079                (954)

   Federal Income Tax Expense                         14,048              24,038              11,270
                                                 -----------         -----------         -----------

NET GAIN (LOSS) FROM OPERATIONS                       42,484               2,041             (12,224)

   Net Realized Capital Gains (Losses)                   374                  (2)                877
                                                 -----------         -----------         -----------
NET INCOME (LOSS)                                $    42,858         $     2,039         $   (11,347)
                                                 -----------         -----------         -----------
                                                 -----------         -----------         -----------

</TABLE>




                           The accompanying notes are an integral part of
                                  these financial statements
<PAGE>

                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                            STATUTORY BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        AS OF DECEMBER 31,
                                                 -------------------------------
                                                     1995                1994
                                                 -----------        ------------
<S>                                              <C>                <C>
ASSETS
   Bonds                                         $ 1,226,489        $   798,501
   Common Stocks                                      39,776              2,275
   Policy Loans                                       22,521             20,145
   Cash and Short-Term Investments                   173,304             84,312
   Other Invested Assets                              13,432              2,519
                                                 -----------        -----------
     TOTAL CASH AND INVESTED ASSETS                1,475,522            907,752
                                                 -----------        -----------

   Investment Income Due and Accrued                  18,021             12,757
   Premium Balances Receivable                           402                467
   Receivables from Affiliates                         8,182              2,861
   Other Assets                                       25,907             13,749
   Separate Account Assets                         7,324,910          3,588,077
                                                 -----------        -----------
     TOTAL ASSETS                                $ 8,852,944        $ 4,525,663
                                                 -----------        -----------
                                                 -----------        -----------

LIABILITIES
   Aggregate Reserves for Future Benefits        $   542,082        $   447,284
   Policy and Contract Claims                          8,223              9,902
   Liability for Premium and Other Deposit Funds     948,361            479,202
   Asset Valuation Reserve                             8,010              2,422
   Payable to Affiliates                               3,682              7,840
   Other Liabilities                                (220,658)          (100,349)
   Separate Account Liabilities                    7,324,910          3,588,077
                                                 -----------        -----------
      TOTAL LIABILITIES                            8,614,610          4,434,378
                                                 -----------        -----------

CAPITAL AND SURPLUS

   Common Stock                                        2,500              2,500
   Gross Paid-In and Contributed Surplus             226,043            114,109
   Unassigned Funds                                    9,791            (25,324)
                                                 -----------        -----------
     TOTAL CAPITAL AND SURPLUS                       238,334             91,285
                                                 -----------        -----------
TOTAL LIABILITIES AND CAPITAL AND SURPLUS        $ 8,852,944        $ 4,525,663
                                                 -----------        -----------
                                                 -----------        -----------

</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

<TABLE>
<CAPTION>
                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                                           -----------------------------------------
                                                               1995           1994           1993
                                                           ------------   -----------    -----------
<S>                                                        <C>            <C>            <C>
CAPITAL AND SURPLUS - BEGINNING OF YEAR                    $    91,285    $    88,693    $    30,027
                                                           -----------    -----------    -----------

   Net Income (Loss)                                            42,858          2,039        (11,347)
   Net Unrealized Gains (Losses)                                 1,709           (133)        (1,198)
   Change in Asset Valuation Reserve                            (5,588)        (1,356)           135
   Change in Non-Admitted Assets                                (1,944)        (8,599)         1,076
   Change in Reserve (calculation basis-see Note 1)                  0         10,659              0
   Aggregate Write-ins for Surplus (see Note 3)                  8,080            (18)             0
   Dividends to Shareholder                                    (10,000)             0              0
   Paid-in Surplus                                             111,934              0         70,000
                                                           -----------    -----------    -----------
     Change in Capital and Surplus                             147,049          2,592         58,666
                                                           -----------    -----------    -----------
CAPITAL AND SURPLUS - END OF YEAR                          $   238,334    $    91,285    $    88,693
                                                           -----------    -----------    -----------
                                                           -----------    -----------    -----------

</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>
                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                                           ------------------------------------------
                                                               1995           1994           1993
                                                           ------------   ------------    -----------
<S>                                                        <C>            <C>             <C>
OPERATIONS
   Premiums, Annuity Considerations and Fund
   Deposits                                                $ 1,253,511    $ 1,050,493    $ 2,000,492
   Investment Income                                            78,328         24,519          5,594
   Other Income                                              2,253,466      1,515,700        434,851
                                                           -----------    -----------    -----------
     Total Income                                            3,585,305      2,590,712      2,440,937
                                                           -----------    -----------    -----------

   Benefits Paid                                               277,965        181,205          8,215
   Federal Income Taxes Paid on Operations                     208,423         20,634          9,666
   Other Expenses                                            2,664,385      1,832,905      2,231,477
                                                           -----------    -----------    -----------
     Total Benefits and Expenses                             3,150,773      2,034,744      2,249,358
                                                           -----------    -----------    -----------

     NET CASH FROM OPERATIONS                                  434,532        555,968        191,579

PROCEEDS FROM INVESTMENTS
   Bonds                                                       287,941         87,747         88,334
   Common Stocks                                                    52              0              0
   Other                                                            28             40         23,638
                                                           -----------    -----------    -----------
     NET INVESTMENT PROCEEDS                                   288,021         87,787        111,972
                                                           -----------    -----------    -----------

TAX ON CAPITAL GAINS                                               226            (96)           376
PAID-IN-SURPLUS                                                111,934              0         70,000
OTHER CASH PROVIDED                                             28,199         30,554              0
                                                           -----------    -----------    -----------
     TOTAL PROCEEDS                                            862,460        674,405        373,175
                                                           -----------    -----------    -----------

COST OF INVESTMENTS ACQUIRED
   Bonds                                                       720,521        595,181        314,933
   Common Stocks                                                35,794            808            567
   Miscellaneous Applications                                    2,146          2,523              0
                                                           -----------    -----------    -----------
     TOTAL INVESTMENTS ACQUIRED                                758,461        598,512        315,500
                                                           -----------    -----------    -----------

OTHER CASH APPLIED
   Dividends Paid to Stockholder                                10,000              0              0
   Other                                                         5,007         24,813         24,626
                                                           -----------    -----------    -----------
     TOTAL OTHER CASH APPLIED                                   15,007         24,813         24,626
                                                           -----------    -----------    -----------
       TOTAL APPLICATIONS                                      773,468        623,325        340,126
                                                           -----------    -----------    -----------

NET CHANGE IN CASH AND SHORT-TERM INVESTMENTS                   88,992         51,080         33,049

CASH AND SHORT-TERM INVESTMENTS, BEGINNING OF YEAR              84,312         33,232            183
                                                           -----------    -----------    -----------
CASH AND SHORT-TERM INVESTMENTS, END OF YEAR               $   173,304    $    84,312    $    33,232
                                                           -----------    -----------    -----------
                                                           -----------    -----------    -----------

</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, 1995
                    (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 ITT
Hartford Group, Inc. (ITT Hartford), formerly a wholly owned subsidiary of ITT
Corporation (ITT).  On December 19, 1995, ITT Corporation distributed all the
outstanding shares of ITT Hartford Group to ITT shareholders of record in an
action known herein as the "Distribution". As a result of the Distribution, ITT
Hartford became an independent, publicly traded company.

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.

The preparation of financial statements in conformity with statutory accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilties and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reported period. Actual results could differ
from those estimates.

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 and which for GAAP purposes, generally, for universal life policies and
investment products, are only recorded for policy charges for the cost of
insurance, policy administration and surrender charges assessed to policy
account balances.  Also, for GAAP purposes, premiums for traditional life
insurance policies are recognized as revenues when they are due from
policyholders and 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 for GAAP purposes 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 NAIC which may vary considerably from  interest and mortality assumptions
used for GAAP financial reporting;

(4) providing for income taxes based on current taxable income (tax return) 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
reporting and tax return purposes;

                                         -1-

<PAGE>

(5) excluding certain GAAP assets designated as non-admitted assets (e.g., past
due agent's balances and furniture and equipment) 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;

(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,
motivated by changes in interest rates during the period the asset is held, into
income over the remaining life to maturity 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;  whereas 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 affect 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 Gain/Loss on Investments, Net of Tax".  For statutory reporting
purposes, Net Unrealized Loss on Investments represents unrealized gains or
losses on common stock and other bonds reported at fair value; and

(10) separate account liabilties are valued on the Commissioner's Annuity
Reserve Valuation Method (CARVM), with the surplus generated recorded as a
liability to the general account (and a contra liability on the balance sheet of
the general account), whereas GAAP liabilities are valued at account value.

As of December 31, 1995, 1994 and 1993,  the significant differences between
statutory and GAAP basis
net income and capital and surplus for the Company are summarized as follows:

<TABLE>
<CAPTION>

                                 1995           1994           1993
<S>                            <C>             <C>            <C>    
GAAP Net Income:               $ 38,821        $23,295        $ 6,071

Amortization and deferral
  of policy acquisition costs  (174,341)      (117,863)      (147,700)
Benefit reserve adjustment       31,392         30,912         14,059
Deferred taxes                    2,801         (9,267)        (7,123)
Separate accounts               146,635         75,941        110,547
Coinsurance                           0          3,472         11,578
Other, net                       (2,450)        (4,451)         1,221
Statutory Net Income (Loss)    $ 42,858        $ 2,039       $(11,347)


</TABLE>

                                         -2-
<PAGE>

<TABLE>
<CAPTION>

                                   1995           1994           1993

GAAP Capital and Surplus      $ 455,541      $ 199,785      $ 198,408
<S>                           <C>           <C>             <C>      
Deferred policy
  acquisition costs            (596,542)      (422,201)      (304,338)
Benefit reserve adjustment       74,782         85,191         43,621
Deferred taxes                    1,493         13,257         13,706
Separate accounts               333,123        186,488        110,547
Asset valuation reserve          (8,010)        (2,422)        (1,066)
Coinsurance                           0              0         22,642
Unrealized gain (loss) on bonds  (1,696)        21,918              0
Adjustment relating
to Lyndon contribution          (41,277)             0              0
Other, net                       20,920          9,269          5,173
Statutory Capital and Surplus $ 238,334       $ 91,285       $ 88,693

</TABLE>

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 6.0%.  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 Statements of Income.

During 1994, the Company changed the valuation method on aggregate reserves for
future benefits resulting in a $10.7 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 a permanent 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 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 $5,588, $1,356 and  $135 in 1995, 1994 and 1993, respectively. 
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, net of taxes, not included in IMR are reported in the Statutory
Statements of Income.  Realized investment gains and losses are determined

                                         -3-

<PAGE>

on a specific identification basis. The amount of net capital gains reclassified
from the IMR was $39 in 1995 and the amount of net capital losses was $67 and
$264 in 1994 and 1993, respectively.  The amount of income amortized was $256,
$114 and $178 in 1995, 1994 and 1993, respectively.

OTHER LIABILITIES

The amount reflected in other liabilities includes a receivable from the
separate accounts of $333.1, $186.5 million in 1995 and 1994, respectively. The
balances are classified in accordance with NAIC accounting practices.


2. INVESTMENTS:

  (a) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>

                                        1995           1994           1993
<S>                                <C>           <C>              <C>     
Interest income from fixed
  maturity securities              $  76,100     $   28,335       $  7,541
Interest income from policy loans      1,504            454            124
Interest and dividends from
  other investments                    2,288          1,069            481
Gross investment income               79,892         29,858          8,146
Less: investment expenses              1,105            846            176
Net investment income              $  78,787     $   29,012       $  7,970

</TABLE>

  (b) UNREALIZED GAINS (LOSSES) ON COMMON STOCKS

<TABLE>
<CAPTION>

                                        1995           1994           1993
<S>                                <C>           <C>              <C>     
Gross unrealized gains at
  end of year                      $   1,724     $       75       $    148
Gross unrealized losses at
  end of year                              0            (60)             0
Net unrealized gains                   1,724             15            148
Balance at beginning of year              15            148             93
Change in net unrealized gains on
common stocks                      $   1,709     $     (133)      $     55

</TABLE>

  (c) UNREALIZED GAINS (LOSSES) ON BONDS AND SHORT-TERM INVESTMENTS

<TABLE>
<CAPTION>



                                        1995           1994           1993
<S>                                <C>           <C>              <C>     
Gross unrealized gains at
  end of year                      $  22,251     $      986       $  5,916
Gross unrealized losses at
  end of year                         (1,374)       (34,718)          (684)
Net unrealized gains (losses)
  after tax                           20,877        (33,732)         5,232
Balance at beginning of year         (33,732)         5,232          2,287
Change in net unrealized gains
  (losses) on bonds and
    short-term investments         $  54,609     $  (38,964)      $  2,945

</TABLE>

                                         -4-

<PAGE>

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

<TABLE>
<CAPTION>

                                        1995           1994           1993
<S>                                    <C>          <C>             <C>   
Bonds and short term investments       $ 156        $  (101)       $  (316)
Common stocks                             52              0              0
Real estate and other                      0             34          1,316
                                        ----
Realized gains (losses)                  208            (67)         1,000
Capital gains (benefit) taxes           (205)             2            386
                                        ----
Net realized capital gains (losses)
  after tax                              413            (69)           614
Less: IMR capital gains (losses)          39            (67)          (263)
                                        ----
Net realized capital gains (losses)    $ 374        $    (2)       $   877

</TABLE>

(e)  OFF-BALANCE SHEET INVESTMENTS

The Company had no significant financial instruments with off-balance sheet risk
as of December 31, 1995 and 1994.

(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 COMMON STOCK INVESTMENTS

<TABLE>
<CAPTION>

                                         1995
                    ----------------------------------------------
                                                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      44,268           14         (248)      44,034
- - guaranteed and
  sponsored - asset backed     176,160        4,644         (682)     180,122
States, municipalities and
  political subdivisions        16,948           38           (6)      16,980
International governments        5,402          441            0        5,843
Public utilities               108,083        1,652          (90)     109,645
All other corporate            374,058        8,145         (248)     381,955
All other
  corporate - asset backed     410,197        5,841          (89)     415,949
Short-term investments         139,011           18            0      139,029
Certificates of deposit         91,373        1,458          (11)      92,820
Total                        1,365,500       22,251       (1,374)   1,386,377

</TABLE>

                                         -5-

<PAGE>

<TABLE>
<CAPTION>

                                         1995
                    ----------------------------------------------
                                                Gross       Gross
                                 Amortized   Unrealized   Unrealized      Fair
                                  Cost          Gains       Losses        Value
<S>                            <C>          <C>          <C>          <C>    
Common Stock - Unaffiliated      2,668          555            0        3,223
Common Stock - Affiliated       35,384        1,169            0       36,553
Total Common Stock              38,052        1,724            0       39,776

</TABLE>

<TABLE>
<CAPTION>

                                         1994
                    ----------------------------------------------
                                                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     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

</TABLE>

<TABLE>
<CAPTION>

                                         1994
                    ----------------------------------------------
                                                Gross       Gross
                                 Amortized   Unrealized   Unrealized      Fair
                                  Cost          Gains       Losses        Value
<S>                            <C>          <C>          <C>          <C>    
Common Stock - Unaffiliated     2,260            75          (60)       2,275


</TABLE>

The amortized cost and estimated market value of bonds and short-term
investments at  December 31, 1995 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.

                                         -6-
<PAGE>

<TABLE>
<CAPTION>

                                                                   Estimated
                                                  Amortized           Fair
                                                   Cost              Value
   Maturity             
   --------
   <S>                                            <C>              <C>
   Due in one year or less                          439,793           442,327
   Due after one year through five years            840,088           855,741
   Due after five years through ten years            80,820            83,432
   Due after ten years                                4,799             4,877
   Total                                          1,365,500         1,386,377

</TABLE>

Proceeds from sales of investments in bonds and short-term investments during
1995, 1994 and 1993 were $313,961, $117,912 and $333,023, respectively, 
resulting in gross realized gains of $1,419, $518 and $937, respectively, and
gross realized losses of $1,263, $624 and $1,255, respectively,  before
transfers to IMR.  The Company had realized gains of $52 during 1995 from a
capital gain distribution.
                                           
                       (h) FAIR VALUE OF FINANCIAL INSTRUMENTS 


<TABLE>
<CAPTION>

Balance sheet items: (in millions)                 1995             1994
                                         ------------------  -----------------
                                          Carrying     Fair    Carrying    Fair
                                           Amount     Value    Amount   Value

<S>                                      <C>          <C>    <C>        <C>  
Assets                                                  
     Fixed maturites                        1,366     1,386       855     821
     Common stocks                             40        40         2       2
     Policy loans                              23        23        20      20
     Miscellaneous                             13        13         2       2

Liabilities
     Liabilities on investment contracts    1,031       981       534     526

</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.

On June 30, 1995, the assets of Lyndon Insurance Company were contributed to
ILA.   As a result, ILA received approximately $365 million in fixed maturities,
equity securities and cash, $28 million in policy reserves, $187 million of
current tax liability, $26 million in IMR, $8 million in AVR (offset by an
aggregate write-in to surplus), and $4 million of other liabilities. The assets
in excess of liabilities of $112 were recorded as an increase to paid-in
surplus.

For additional information, see Note 5.
    
4. FEDERAL INCOME TAXES: 

The Company is included in the consolidated Federal income tax return of ITT
Hartford and its includable subsidiaries.  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


                                         -7-

<PAGE>


allocated in proportion to separate return amounts.  Intercompany Federal income
tax balances are generally settled quarterly with Hartford Fire Insurance
Company (Hartford Fire), a subsidiary of ITT Hartford. Federal income taxes paid
by the Company were $215,921, $20,538, and $10,042  in 1995, 1994 and 1993,
respectively. The effective tax rate was 25%, 92%, and 1,181% in 1995, 1994, and
1993 respectively. The following schedule provides a reconciliation of the
effective tax rate (in millions).

<TABLE>
<CAPTION>

                                                       1995      1994    1993
<S>                                                   <C>       <C>     <C>  
Tax provision (benefit) at US statutory rate             20         9      (1)
Tax acquisiton deferred costs                             8         8      10
Statutory to tax reserves                                 3         5       0
Investments and other                                   (17)         2       2
Federal income tax expense                               14        24      11

</TABLE>

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. ILA paid dividends of $10 million
to its parent, HLIC, in 1995. No dividends were paid in 1994 and 1993. As a
result of the distribution by ITT, the assets of ITT Lyndon Insurance Company
(Lyndon) were contributed to ILA in June 1995. Substantially all the business
was removed from Lyndon prior to the contribution. The amount of assets which
exceeded liabilities at the contribution date ($112 million) was included in
paid-in capital.

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

The Company's employees are included in ITT Hartford'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 $1,034, $1,211,
and $765 in 1995, 1994 and 1993, respectively. Liabilities for the plan are held
by Hartford Fire.

The Company also participates in ITT Hartford '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 Hartford Fire. The cost to ILA was not
material in 1995, 1994 and 1993.

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. Amounts allocated by
Hartford Fire for post-retirement health care and life insurance benefits
expense (not including provisions for accrual of post-retirement benefit
obligations) are immaterial.

The assumed rate of future increases in the per capita cost of health care (the
health care trend rate) was 10.1% for 1995, 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. The cost to ILA was not material in 1995, 1994 and 1993.

Post-employment benefits are primarily comprised of obligations to provide
medical and life insurance to employees on long term disability. Post-
employment benefit expense was not material in 1995, 1994 and 1993.

                                         -8-

<PAGE>


7. REINSURANCE:

The Company cedes insurance to non-affiliated insurers in order to limit its
maximum loss. Such transfer does not relieve ILA of its primary liability. ILA
also assumes insurance from other insurers.

Life insurance net retained premiums were comprised of the following:


                                       For the years ended december 31
                                       -------------------------------

                                       1995.00   1994.00   1993.00
Direct premiums                         159,918   133,180   131,586
Premiums assumed                         13,299       960       841
Premiums ceded                            7,425  (308,033)  118,146
Premiums and annuity considerations      165,792  442,173    14,281

In December 1994 the Company ceded to a third party, on a modified coinsurance
basis, 80% of the variable annuity business written in 1994.  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.  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  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 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
Hartford Life and Accident, an affiliate.  As a result of this transaction, the
assets and liabilities of the Company increased approximately $1 billion,
substantially all of which was transferred to the separate accounts of the
Company. The remaining assets and liabilities (approximately $41 million) were
transferred in October 1995.  The impact of these transactions on net income and
surplus was not significant.  

8. SEPARATE ACCOUNTS:

The Company maintains separate account assets and liabilties totaling $7.3
billion and $3.6 billion at December 31, 1995 and 1994, respectively.  Separate
account assets are reported at fair value and separate account liabilities are
determined in accordance with the Commissioners Annuity Reserve  Valuation
Method (CARVM), which approximates the market value less applicable surrender
charges. Separate account assets are segregated from other investments, the
policyholder assumes the investment risk, and the investment income and gains
and losses accrue directly to the policyholder.  Separate account management
fees, net of minimum guarantees, were $72 million, $42 million, and $6 million 
in 1995, 1994, and 1993, respectively. 


                                         -9-

<PAGE>


9. COMMITMENTS AND CONTINGENCIES:

As of December 31, 1995, the Company had no material contingent liabilities, nor
had 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.

Under insurance guaranty laws in most states, insurers doing business therein
can be assessed up to prescribed limits for policyholder losses incurred by
insolvent companies. The amount of any future assessments on ILA under these
laws cannot be reasonably estimated. Most of the laws do provide, however, that
an assessment may be excused or deferred if it would threaten an insurer's own
financial strength. Additionally, guaranty fund assessments are used to reduce
state premium taxes paid by the company in certain states. ILA paid guaranty
fund assessments of $1,684, $583, and $495 in 1995, 1994, and 1993,
respectively.


                                         -10-


<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.

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

     (A1)      Resolution of Board of Directors of the Company authorizing the
               separate account is incorporated by reference to Post Effective
               No. 2, to the Registration State File No. 33-83650, dated May 1,
               1995.

     (A2)      Not Applicable.

     (A3a)     Principal Underwriting Agreement is incorporated herein.

     (A3b)     Forms of Selling Agreements is incorporated hrein.

     (A3c)     Not applicable

     (A4)      Not Applicable.

     (A5)      Form of Modified Single Premium Variable Life Insurance Policy is
               incorporated by reference as stated above.

     (A6a)     Certificate of Incorporation of ITT Hartford Life and Annuity
               Insurance Company is incorporated herein.

     (A6b)     Bylaws of ITT Hartford Life and Annuity Insurance Company is
               incorporated herein.

     (A7)      Not Applicable.

     (A8)      Not Applicable.
<PAGE>

     (A9)      Not Applicable.

     (A10)     Form of Application for Modified Single Premium Variable Life
               Insurance Policies is incorporated by reference as stated above.

     (A11)     Memorandum describing transfer and redemption procedures is
               incorporated by reference as stated above.

(2)  Opinion and consent of Lynda Godkin, Associate General Counsel is
     incorporated herein.

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

(4)  Not Applicable.

(5)  Opinion and consent of Michael Winterfield, FSA, MAAA filed with this
     Registration Statement.

(6)  Consent of Arthur Andersen LLP, Independent Certified Public Accountant.

(7)  Opinion and consent of counsel is incorporated by reference as Exhibit 2.

(8)  Opinion and consent of actuary is incorporated by reference as Exhibit 5.

(9)  Power of attorney is incorporated herein.
<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 Bylaws of ITT Hartford Life and Annuity Insurance Company, a
Connecticut corporation, provides for indemnification of its officers, directors
and employees as follows:

SECTION 1.  No person shall be 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
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 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 reasonable y incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonable 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 no, 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 judgment 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



<PAGE>

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.

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 any
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.


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>

                                   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 and on the
dates indicated.

                              ITT HARTFORD LIFE AND ANNUITY INSURANCE
                              COMPANY - SEPARATE ACCOUNT FIVE (Registrant)

                              By: /s/ Gregory A. Boyko
                                 -----------------------------------------------
                                  Gregory A.  Boyko, Vice President & Controller

                              ITT HARTFORD LIFE AND ANNUITY INSURANCE
                              COMPANY (Depositor)

                              By: /s/ Gregory A. Boyko
                                 -----------------------------------------------
                                  Gregory A.  Boyko, Vice President & 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.

Donald R.  Frahm, Director *
Bruce D. Gardner, Director *
Joseph H. Gareau, Executive Vice
  President and Chief Investment
  Officer, Director *
Joseph Kanarek, Vice President                    *By: /s/ Lynda Godkin
  Director *                                          -----------------
Thomas M. Marra, Executive Vice                          Lynda Godkin
  President, Director *                                  Attorney-in-Fact
Lowndes A. Smith, President,
  Chief Operating Officer,  Director *            Dated: April 15, 1996
Lizabeth H. Zlatkus, Vice President,                    ---------------
  Director *


<PAGE>

                                                                  [Exhibit 1A3a]
                         PRINCIPAL UNDERWRITER AGREEMENT


THIS AGREEMENT, dated as of the June 26, 1995, 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 Wisconsin, and HARTFORD
SECURITIES DISTRIBUTION COMPANY, INC. ("HSD"), 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
Wisconsin, which separate account was organized and is established and
registered as a unit investment trust type investment company with the
Securities and Exchange Commission under the Investment Company Act of 1940
("1940 Act"), as amended, and which is designated ITT Hartford Life and Annuity
Insurance Company Separate Account Five (referred to as the "UIT"); and

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

WHEREAS, HSD 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
Principal Underwriter Agreement.

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

                                       I.

                                  HSD'S DUTIES

1.   HSD, as successor principal underwriter to Hartford Equity Sales Company,
     Inc. 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.  HSD is
     responsible for compliance with all applicable requirements of the 1933
     Act, as amended, the Securities Exchange Act of 1934 ("1934 Act"), as
     amended, and the 1940 Act, 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 UIT.
<PAGE>

2.   HSD 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.

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

     As to the other types of sales materials, HSD 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.   HSD agrees that it or its duly designated agent shall maintain records of
     the name and address of, and the securities issued by the UIT and held by,
     every holder of any security issued pursuant to this Agreement, as required
     by the Section 26(a)(4) of the 1940 Act, as amended.

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

2.   The UIT agrees to advice HSD immediately:

     (a)  Of any request by the Securities and Exchange Commission for amendment
          of its 1933 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 1933 Act registration
          statement relating to units of interest issued with respect to the UIT
          or of the initiation of any proceedings for that purpose;
<PAGE>

     (c)  Of the happening of any material event, if known, which makes untrue
          any statement in said 1933 Act registration statement or which
          requires a change therein in order to make any statement therein not
          misleading.

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

                                      III.

                                  COMPENSATION

In accordance with an Expense Reimbursement Agreement between ILA and HSD, HSD
is obligated to reimburse HSD for all operating expenses associated with the
services provided on behalf of the UIT under this Principal Underwriter
Agreement.  No additional compensation is payable in excess of that required
under the Expense Reimbursement Agreement.

                                       IV.

                RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER

HSD may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to ILA.  However, such resignation shall not become effective
until either the UIT 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.

                                       V.

                                  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, P.O.
               Box 2999, Hartford, Connecticut 06104.

          (b)  If to HSD - Hartford Securities Distribution Company, Inc., P.O.
               Box 2999, Hartford, Connecticut 06104.
<PAGE>

     or to such other address as HSD or ILA 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 time during the business hours of the Sponsor.

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 June 26, 1995 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 HSD; (2)
          shall immediately terminate in the event of its assignment and (3) may
          be terminated by HSD on 60 days' prior written notice to ILA, but such
          termination will not be effective until ILA shall have an agreement
          with one or more persons to act as successor principal underwriter of
          the Policies.  HSD hereby agrees that it will continue to act as
          successor principal underwriter until its successor or successors
          assume such undertaking.
<PAGE>

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




                                   BY: /s/ Thomas M. Marra
                                      -------------------------
                                          Thomas M. Marra
                                       Senior Vice President



Attest:                            HARTFORD SECURITIES DISTRIBUTION
                                   COMPANY, INC.




/s/ Lynda Godkin                   BY: /s/ George Jay
- ----------------                      -------------------------
Lynda Godkin                               George Jay
Secretary                                  Controller


<PAGE>

                             BROKER-DEALER SALES AND
                              SUPERVISION AGREEMENT

This Broker-Dealer Sales and Supervision Agreement ("Agreement")
dated ____________________ is made by and between Hartford Life Insurance
Company and ITT Hartford Life and Annuity Insurance Company (referred to
collectively as "Companies"), Hartford Securities Distribution Company, Inc.
("Distributor"), a broker-dealer registered with the Securities and Exchange
Commission ("SEC") under the Securities and Exchange Act of 1934 ("1934 Act")
and a member of the National Association of Securities Dealers, Inc. ("NASD")
and __________________________________, who is also a broker-dealer registered
with the SEC under the 1934 Act and a member of the NASD ("Broker-Dealer"), and
any and all undersigned insurance agency affiliates ("Affiliates") of Broker-
Dealer.

WHEREAS, Companies offer certain variable life insurance policies and variable
and modified guaranteed annuity contracts which are deemed to be securities
under the Securities Act of 1933 (the "Registered Products"); and

WHEREAS, Companies wish to appoint the Broker-Dealer and Affiliates as agents of
the Companies for the solicitation and procurement of applications for
Registered Products; and

WHEREAS, Distributor is the principal underwriter of the Registered Products;
and

WHEREAS, Distributor anticipates having registered representatives who are
associated with Broker-Dealer ("Registered Representatives"), who are NASD
registered and are duly licensed under applicable state insurance law and
appointed as life insurance agents of Companies solicit and sell the Registered
Products; and

WHEREAS, Distributor acknowledges that the Broker-Dealer will provide certain
supervisory and administrative services to Registered Representatives who are
associated with the Broker-Dealer in connection with the solicitation, service
and sale of the Registered Products; and

WHEREAS, Broker-Dealer agrees to provide the aforementioned supervisory services
to its Registered Representatives who have been appointed by the Companies to
sell the Registered Products.

NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree to the following:


I. APPOINTMENT OF THE BROKER-DEALER

   The Companies hereby appoint Broker-Dealer as an agent of the Companies for
   the solicitation and procurement of applications for the Registered Products
   offered by the Companies, as outlined in Exhibit A attached herein, in all
   states in which the Companies are authorized to do business and in which
   Broker-Dealer or any Affiliates are properly licensed.  Distributor hereby
   authorizes Broker-Dealer under the securities laws to supervise Registered
   Representatives in connection with the solicitation, service and sale of the
   Registered Products.

II.    AUTHORITY OF THE BROKER-DEALER

<PAGE>

   Broker-Dealer has the authority to represent Distributor and Companies only
   to the extent expressly granted in this Agreement.  Broker-Dealer and any
   Registered Representatives shall not hold themselves out to be employees of
   Companies or Distributor in any dealings with the public.  Broker-Dealer and
   any Registered Representatives shall be independent contractors as to
   Distributor or Companies.  Nothing contained herein is intended to create a
   relationship of employer and employee between Broker-Dealer and Distributor
   or Companies or between Registered Representatives and Distributor or
   Companies.

III.   BROKER-DEALER REPRESENTATION

   Broker-Dealer represents that it is a registered broker-dealer under the
   1934 Act, a member in good standing of the NASD, and is registered as a
   broker-dealer under state law to the extent necessary to perform the duties
   described in this Agreement.  Broker-Dealer represents that its Registered
   Representatives, who will be soliciting applications for the Registered
   Products, will be duly registered representatives associated with Broker-
   Dealer and that they will be representatives in good standing with
   accreditation as required by the NASD to sell the Registered Products.
   Broker-Dealer agrees to abide by all rules and regulations of the NASD,
   including its Rules of Fair Practice, and to comply with all applicable
   state and federal laws and the rules and regulations of authorized
   regulatory agencies affecting the sale of the Registered Products.

IV.    BROKER-DEALER OBLIGATIONS

   (a)     TRAINING AND SUPERVISION
           Broker-Dealer has full responsibility for the training and
           supervision of all Registered Representatives associated with
           Broker-Dealer and any other persons who are engaged directly or
           indirectly in the offer or sale of the Registered Products.  Broker-
           Dealer shall, during the term of this Agreement, establish and
           implement reasonable procedures for periodic inspection and
           supervision of sales practices of its Registered Representatives.

           If a Registered Representative ceases to be a Registered
           Representative of Broker-Dealer, is disqualified for continued
           registration or has their registration suspended by the NASD or
           otherwise fails to meet the rules and standards imposed by Broker-
           Dealer, Broker-Dealer shall immediately notify such Registered
           Representative that he or she is no longer authorized to solicit
           applications, on behalf of the Companies, for the sale of Registered
           Products.  Broker-Dealer shall immediately notify Distributor of
           such termination or suspension.

   (b)     SOLICITATION
           Broker-Dealer agrees to supervise its Registered Representatives so
           that they will only solicit applications in states where the
           Registered Products are approved for sale in accordance with
           applicable state and federal laws.  Broker-Dealer shall be notified
           by Companies or Distributor of the availability of the Registered
           Products in each state.

   (c)     NO CHURNING
           Broker-Dealer and any Registered Representatives shall not make any
           misrepresentation or incomplete comparison of products for the
           purpose of inducing a policyholder to lapse, forfeit or surrender
           its insurance in favor of purchasing a Registered Product.

   (d)     PROSPECTUS DELIVERY AND SUITABILITY REQUIREMENTS
           Broker-Dealer shall ensure that its Registered Representatives
           comply with the prospectus delivery requirements under the
           Securities Act of 1933.  In addition, Broker-Dealer shall ensure
           that its Registered Representatives shall not make recommendations
           to an applicant to purchase a Registered Product in the absence of
           reasonable grounds to believe that the


                                        2
<PAGE>


           purchase is suitable for such applicant, as outlined in the
           suitability requirements of the 1934 Act and the NASD Rules of Fair
           Practice.  Broker-Dealer shall  ensure that each application
           obtained by its Registered Representatives shall bear evidence of
           approval by one of its principals indicating that the application
           has been reviewed for suitability.


   (e)     PROMOTIONAL MATERIAL
           Broker-Dealer and its Registered Representatives are not authorized
           to provide any information or make any representation in connection
           with this Agreement or the solicitation of the Registered Products
           other than those contained in the prospectus or other promotional
           material produced or authorized by Companies or Distributor.

           Broker-Dealer agrees that if it develops any promotional material
           for sales, training, explanatory or other purposes in connection
           with the solicitation of applications for Registered Products,
           including generic advertising and/or training materials which may be
           used in connection with the sale of Registered Products, it will
           obtain the prior written consent of Distributor, and where
           appropriate, approval of Companies, such approval not to be
           unreasonably withheld.

   (f)     RECORD KEEPING
           Broker-Dealer is responsible for maintaining the records of its
           Registered Representatives.  Broker-Dealer shall maintain such other
           records as are required of it by applicable laws and regulations.
           The books, accounts and records maintained by Broker-Dealer that
           relate to the sale of the Registered Products, or dealings with the
           Companies, Distributor and/or Broker-Dealer shall be maintained so
           as to clearly and accurately disclose the nature and details of each
           transaction.

           Broker-Dealer acknowledges that all the records maintained by
           Broker-Dealer relating to the solicitation, service or sale of the
           Registered Products subject to this Agreement, including but not
           limited to applications, authorization cards, complaint files and
           suitability reviews, shall be available to Companies and Distributor
           upon request during normal business hours.  Companies and
           Distributor may retain copies of any such records which Companies
           and Distributor, in their discretion, deems necessary or desirable
           to keep.

   (g)     REFUND OF COMPENSATION
           Broker-Dealer agrees to repay Companies the total amount of any
           compensation which may have been paid to it within thirty (30)
           business days of notice of the request for such refund should
           Companies for any reason return any premium on a Registered Product
           which was solicited by a Registered Representative of Broker-Dealer.


   (h)     PREMIUM COLLECTION
           Broker-Dealer only has the authority to collect initial premiums
           unless specifically set forth in the applicable commission schedule.
           Unless previously authorized by Distributor, neither Broker-Dealer
           nor any of its Registered Representatives shall have any right to
           withhold or deduct any part of any premium it shall receive for
           purposes of payment of commission or otherwise.



V. COMPANIES AND/OR DISTRIBUTOR OBLIGATIONS

   (a)     PROSPECTUS/PROMOTIONAL MATERIAL
           Companies and/or Distributor will provide Broker-Dealer with
           reasonable quantities of the currently effective prospectus for the
           Registered Products and appropriate sales promotional


                                        3
<PAGE>


           material which has been filed with the NASD, and applicable state
           insurance departments.

   (b)     COMPENSATION
           Distributor will pay Broker-Dealer as full compensation for all
           services rendered by Broker-Dealer under this Agreement, commissions
           and/or service fees in the amounts, in the manner and for the period
           of time as set forth in the Commission Schedules attached to this
           Agreement or subsequently made a part hereof, and which are in
           effect at the time such Registered Products are sold.  The manner of
           commission payments (I.E. fronted or trail) is not subject to change
           after the effective date of a contract for which the compensation is
           payable.

           Distributor or Companies may change the Commission Schedules
           attached to this Agreement at any time.  Such change shall become
           effective only when Distributor or Companies provide the Broker-
           Dealer with written notice of the change.  No such change shall
           affect any contracts issued upon applications received by Companies
           at Companies' Home Office prior to the effective date of such
           change.

           Distributor agrees to identify to Broker-Dealer for each such
           payment, the name of the Registered Representative of Broker-Dealer
           who solicited each contract covered by the payment.  Distributor
           will not compensate Broker-Dealer for any Registered Product which
           is tendered for redemption after acceptance of the application.  Any
           chargebacks will be assessed against the Broker-Dealer of record at
           the time of the redemption.

           Distributor will only compensate Broker-Dealer or Affiliates, as
           outlined below, for those applications accepted by Companies, and
           only after receipt by Companies at Companies' Home Office or at such
           other location as Companies may designate from time to time for its
           various lines of business, of the required premium and compliance by
           Broker-Dealer with any outstanding contract and prospectus delivery
           requirements.

           In the event that this Agreement terminates for fraudulent
           activities or due to a material breach by the Broker-Dealer,
           Distributor will only pay to Broker-Dealer or Affiliate commissions
           or other compensation earned prior to discovery of events requiring
           termination. No further commissions or other compensation shall
           thereafter be payable.

   (c)     COMPENSATION PAYABLE TO AFFILIATES
           If Broker-Dealer is unable to comply with state licensing
           requirements because of a legal impediment which prohibits a non-
           domiciliary corporation from becoming a licensed insurance agency or
           prohibits non-resident ownership of a licensed insurance agency,
           Distributor agrees to pay compensation to Broker-Dealer's
           contractually affiliated insurance agency, a wholly-owned life
           agency affiliate of Broker-Dealer, or a Registered Representative or
           principal of Broker-Dealer who is properly state licensed.  As
           appropriate, any reference in this Agreement to Broker-Dealer shall
           apply equally to such Affiliate. Distributor agrees to pay
           compensation to an Affiliate subject to Affiliates agreement to
           comply with the requirements of Exhibit B, attached hereto.


 VI.   TERMINATION

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

   (b)     Such notice of termination shall be mailed to the last known address
           of Broker-Dealer appearing on Companies' records, or in the event of
           termination by Broker-Dealer, to the Home Office of Companies at
           P.O. Box 2999, Hartford, Connecticut 06104-2999.


                                        4
<PAGE>


   (c)     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.

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

       (1) Upon the bankruptcy or dissolution of Broker-Dealer.

       (2) When and if Broker-Dealer commits fraud or gross negligence in the
           performance of any duties imposed upon Broker-Dealer by this
           Agreement or wrongfully withholds or misappropriates, for Broker-
           Dealer's own use, funds of Companies, its policyholders or
           applicants.

       (3) When and if Broker-Dealer materially breaches this Agreement or
           materially violates state insurance or Federal securities laws and
           administrative regulations of a state in which Broker-Dealer
           transacts business.

       (4) When and if Broker-Dealer fails to obtain renewal of a necessary
           license in any jurisdiction, but only as to that jurisdiction.

   (e)     The parties agree that on termination of this Agreement, any
           outstanding indebtedness to Companies shall become immediately due
           and payable.

VII.   GENERAL PROVISIONS

   (a)     COMPLAINTS AND INVESTIGATIONS
           Broker-Dealer shall cooperate with Distributor and Companies in the
           investigation and settlement of all complaints or claims against
           Broker-Dealer and/or Distributor or Companies relating to the
           solicitation or sale of the Registered Products under this
           Agreement.  Broker-Dealer, Distributor and Companies each shall
           promptly forward to the other any complaint, notice of claim or
           other relevant information which may come into either one's
           possession.  Broker-Dealer, Distributor and Companies agree to
           cooperate fully in any investigation or proceeding in order to
           ascertain whether Broker-Dealer's, Distributor's or Companies'
           procedures with respect to solicitation or servicing is consistent
           with any applicable law or regulation.

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


   (b)     WAIVER
           The failure of Distributor or Companies to enforce any provisions of
           this Agreement shall not constitute a waiver of any such provision.
           The past waiver of a provision by Distributor or Companies shall not
           constitute a course of conduct or a waiver in the future of that
           same provision.

   (c)     INDEMNIFICATION
           Broker-Dealer shall indemnify and hold Distributor and Companies
           harmless from any liability, loss or expense sustained by Companies
           or the Distributor (including reasonable attorney fees) on account
           of any acts or omissions by Broker-Dealer or persons employed or
           appointed by Broker-Dealer, except to the extent Companies' or
           Distributor's acts or omissions caused such

           

                                        5
<PAGE>


           liability.

           Indemnification by Broker-Dealer is subject to the conditions that
           Distributor or Companies promptly notify Broker-Dealer of any claim
           or suit made against Distributor or Companies, and that Distributor
           or Companies allow Broker-Dealer to make such investigation,
           settlement, or defense thereof as Broker-Dealer deems prudent.

           Broker-Dealer expressly authorizes Companies to charge against all
           compensation due or to become due to Broker-Dealer under this
           Agreement any monies paid or liabilities incurred by Companies under
           this Indemnification provision.

           Distributor and Companies shall indemnify and hold Broker-Dealer
           harmless from any liability, loss or expense sustained by the
           Broker-Dealer (including reasonable attorney fees) on account of any
           acts or omissions by Distributor or Companies, except to the extent
           Broker-Dealer's acts or omissions caused such liability.

           Indemnification by Distributor or Companies is subject to the
           condition that Broker-Dealer promptly notify Distributor or
           Companies of any claim or suit made against Broker-Dealer, and that
           Broker-Dealer allow Distributor or Companies to make such
           investigation, settlement, or defense thereof as Distributor or
           Companies deems prudent.

   (d)     ASSIGNMENT
           No assignment of this Agreement, or commissions payable hereunder,
           shall be valid unless authorized in writing by Distributor.  Every
           assignment shall be subject to any indebtedness and obligation of
           Broker-Dealer that may be due or become due to Companies and any
           applicable state insurance regulations pertaining to such
           assignments.

   (e)     OFFSET
           Companies may at any time deduct, from any monies due under this
           Agreement, every indebtedness or obligation of Broker-Dealer to
           Companies or to any of its affiliates.

   (f)     CONFIDENTIALITY
           Companies, Distributor and Broker-Dealer agree that all facts or
           information received by any party related to a contract owner shall
           remain confidential, unless such facts or information is required to
           be disclosed by any regulatory authority or court of competent
           jurisdiction.

   (g)     PRIOR AGREEMENTS
           This Agreement terminates all previous agreements, if any, between
           Companies, Distributor and Broker-Dealer.  However, the execution of
           this Agreement shall not affect any obligations which have already
           accrued under any prior agreement.

   (h)     CHOICE OF LAW
           This Agreement shall be governed by and construed in accordance with
           the laws of the State of Connecticut.

By executing this Broker-Dealer Sales and Supervision Agreement Specifications
Page, Broker-Dealer acknowledges that it has read this Agreement in its entirety
and is in agreement with the terms and conditions outlining the rights of
Distributor, Companies and Broker-Dealer and Affiliates under this Agreement.

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement to be
effective as set forth above, upon the later of the execution date below or
approval of Distributor's registration by all appropriate state securities
commissions.


                                        6
<PAGE>


BROKER-DEALER                 HARTFORD SECURITIES DISTRIBUTION
                              COMPANY INC.

By:                           By:


Title:                        Title:


Date:                         Date:


AFFILIATE (IF APPLICABLE)     HARTFORD LIFE INSURANCE COMPANY

By:                           By:


Title:                        Title:


Date:                         Date:


                              ITT HARTFORD LIFE AND ANNUITY
                              INSURANCE COMPANY

                              By:


                              Title:


                              Date:


                                        7
<PAGE>


                                    EXHIBIT B

In accordance with Section V.(c) of the Broker-Dealer-Dealer Sales and
Supervision Agreement, no compensation is payable unless Broker-Dealer and
Registered Representative have first complied with all applicable state
insurance laws, rules and regulations.  Distributor must ensure that any Broker-
Dealer with whom Distributor intends to enter into an Agreement and any
Registered Representatives meet the licensing and registration requirements of
the state(s) Broker-Dealer operates in and the NASD.

Companies are required by the Insurance Department in all 50 states to pay
compensation only to individuals and entities that are properly insurance
licensed and appointed.  For registered products, Distributor must also comply
with NASD regulations that require Distributor to pay compensation to an NASD
registered Broker-Dealer.  Distributor must comply with both state and NASD
requirements.

Distributor requires confirmation that Broker-Dealer holds current state
insurance licenses or markets insurance products through a contractual affiliate
or wholly owned life agency, which is properly insurance licensed.  If Broker-
Dealer is properly state licensed then compensation may be paid to Broker-Dealer
in compliance with both state and NASD requirements.

If Broker-Dealer is not state insurance licensed and relies on the licensing of
a contractual affiliate or wholly owned life agency, the SEC has issued a number
of letters indicating that, under specific limited circumstances, it will take
"no action" against insurers (Distributor) paying compensation on registered
products to Broker-Dealer's contractual affiliate or wholly owned life agency.
At the request of Broker-Dealer, Distributor will provide copies of several of
these letters as well as a summary of their requirements.

If Broker-Dealer intends to rely on one of these "no-action" letters, legal
counsel for Broker-Dealer must confirm to Distributor in writing that all of the
circumstances of any one of the SEC no-action letters are applicable.  Broker-
Dealer's counsel must summarize each point upon which the no-action relief was
granted and represent that Broker-Dealer's method of operation is identical or
meets the same criteria.  Broker-Dealer's counsel must also confirm that, to the
best of counsel's knowledge, the SEC has not rescinded or modified its no-action
position since the letter was released.

The Broker-Dealer Sales and Supervision Agreement will not be finalized and no
new applications for registered products will be accepted or no new compensation
will be payable unless the appropriate proof of state licensing or no-action
relief is confirmed.  In addition to a letter from Broker-Dealer's counsel,
copies of the following documentation is required:

     --   life insurance licenses for all states in which Broker-Dealer holds
          these licenses and intends to operate and/or;

     --   life insurance licenses for any contractual affiliate or wholly owned
          life agency; and

     --   the SEC No-Action Letter that will be relied upon.


If you have any questions regarding these matters, please contact your Life
Licensing and Contracting representative.


                                        8



<PAGE>

                          CERTIFICATE AMENDING AND RESTATING
                          THE CERTIFICATE OF INCORPORATION BY
                  ACTION OF THE BOARD OF DIRECTORS AND SHAREHOLDERS


1.  The name of the Corporation is ITT HARTFORD LIFE AND ANNUITY INSURANCE     
    COMPANY.

2.  The Certificate of Incorporation is amended and restated by the following   
    resolution of the Board of Directors and Shareholder of the Corporation.

    RESOLVED, that the Certificate of Incorporation of the Corporation, as
    supplemented and amended to date, is further amended and restated to read
    as follows:

    Section 1.     The name of the Corporation is ITT HARTFORD LIFE AND ANNUITY
                   INSURANCE COMPANY.

    Section 2.     The address of the Registered Office of the Corporation is
                   Hartford Plaza, Hartford, Connecticut  06104-2999.
    
    Section 3.     The Corporation is a body politic and corporate and shall
                   have all the powers granted by the general statutes, as now
                   enacted or hereinafter amended, to corporations formed under
                   the Stock Corporation Act.

    Section 4.     The Corporation shall have the purposes and powers to write
                   any and all forms of insurance which any other corporation
                   now or hereafter chartered in Connecticut and empowered to
                   do an insurance business may now or hereafter lawfully do;
                   to accept and to cede reinsurance; to issue policies and
                   contracts for any kind or combination of kinds of insurance;
                   to issue policies or contracts either with or without
                   participation in profits; to acquire and hold any or all of
                   the shares or other securities of any insurance corporation
                   or any other kind of corporation; and to engage in any
                   lawful act or activity for which corporations may be formed
                   under the Stock Corporation Act.  The corporation is
                   authorized to exercise the powers herein granted in any
                   state, territory or jurisdiction of the United States or in
                   any foreign country.

    Section 5.     The Corporation shall obtain a license from the insurance
                   commissioner prior to the commencement of business and shall
                   be subject to all general statutes applicable to insurance
                   companies.

    Section 5.     The aggregate number of shares which the corporation shall
                   have authority to issue is 3,000 shares consisting of one
                   class only, designated as Common Shares, of the par value of
                   $1,250.

    Section 6.     No shareholder shall, because of his ownership of shares,
                   have a preemptive or 

<PAGE>

                                         -2-


                   other right to purchase, subscribe for, or take any part of
                   any shares or any part of the notes, debentures, bonds, or
                   other securities convertible into or carrying options or
                   warrants to purchase shares of this corporation issued,
                   optioned, or sold by it after its incorporation.

    Section 7.     The minimum amount of stated capital with which the
                   corporation shall commence business is One Thousand Dollars
                   ($1,000.00).

    Section 8.     So much of the charter of said corporation is amended, as is
                   inconsistent herewith is repealed, provided such repeal
                   shall not invalidate or otherwise affect any action taken
                   pursuant to the charter of the corporation, in accordance
                   with its terms, prior to the effective date of such repeal.

3.  The above resolution was passed by the Board of Directors and the
    Shareholder of the Corporation.  The number of shares entitled to vote
    thereon was 3,000 and the vote required for adoption was 2,000 shares.  
    The vote favoring adoption was 3,000 which was the greatest vote needed to
    pass the resolution.



Dated at Simsbury, Connecticut this __ day of  April, 1996.

We hereby declare, under the penalties of false statement, that the statements
made in the foregoing Certificate are true.


                                            ITT HARTFORD LIFE AND 
                                            ANNUITY INSURANCE COMPANY


                                             ------------------------------
                                            Lowndes A. Smith, President


Attest:


- ------------------------------------------
Lynda Godkin, Associate General Counsel 
and Corporate Secretary

<PAGE>

                           AMENDED AND RESTATED BYLAWS

                                       OF

                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                              EFFECTIVE MAY 1, 1996

<PAGE>

                                      -2-

                                   ARTICLE I

                              Name - Home Office

SECTION 1.  This company shall be named ITT Hartford and Annuity Life 
Insurance Company.

SECTION 2.  The Company may have such principal and other business offices, 
either within or without the State of Connecticut, as the Board of Directors 
may designate or as the business of the Company may require.

SECTION 3.  The registered office of the Company is Hartford Plaza, Hartford, 
Connecticut 06104-2999. 

                                   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>

                                      -3-

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 Officer - 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 officer of the Company shall hold office during the pleasure of the Board 
of Directors.

<PAGE>

                                      -4-

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 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.

<PAGE>

                                      -5-

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 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.

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.

<PAGE>

                                      -6-

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.

                                   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.

<PAGE>

                                      -7-

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.

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.

<PAGE>

                                      -8-

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 be 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 to 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 be 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 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 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

<PAGE>

                                      -9-

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 judgment 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.

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.

<PAGE>

                                     -10-

This is to certify that the foregoing is a true copy of the Bylaws of ITT 
Hartford Life and Annuity Insurance Company in full force and effect on this 
first day of May, 1996.

Attest:


________________________________
Gregory A. Boyko
Vice President 



<PAGE>


                                                                     [Exhibit 2]



March 15, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:  Separate Account Five ("Separate Account")
     ITT Hartford Life  and Annuity Insurance Company ("Company")
     File No. 33-83650
     ------------------------------------------------------------

Dear Sir/Madam:

In my capacity as Associate General Counsel of the Company, I have supervised
the establishment of the Separate Account by the Board of Directors of the
Company as a separate account for assets applicable to Policies offered by the
Company pursuant to Wisconsin law.  I have participated in the preparation of
the registration statement for the Separate Account on Form S-6 under the
Securities Act of 1933 and the Investment Company Act of 1940 with respect to
the Policies.

I am of the following opinion:

1.   The Separate Account is a separate account of the Company validly existing
     pursuant to Wisconsin law and the regulations issued thereunder.

2.   The assets held in the Separate Account are not chargeable with liabilities
     arising out of any other business the Company may conduct.

3.   The Policies are legally issued and represent binding obligations of the
     Company.

In arriving at the foregoing opinion, I have made such examination of the law
and examined such records and other documents as in my opinion as are necessary
or appropriate.

I hereby consent to the filing of this opinion as an exhibit to the registration
statement under the Securities Act of 1933.

Sincerely,

/s/ Lynda Godkin

Lynda Godkin
Associate General Counsel & Secretary


<PAGE>



                                                                     [Exhibit 5]







March 1, 1996



Securities and Exchange Commission
450 Fifth Street, 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 ("Securities Act"), of a certain modified
single premium variable life insurance policy (the "Policy") that will be
offered and sold by ITT Hartford Life and Annuity Insurance Company and certain
units of interest to be issued in connection with the Policy.

The hypothetical illustrations of the Policy used in this Registration Statement
accurately reflect reasonable estimates of projected performance of the Policy
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/ Michael Winterfield

Michael Winterfield, FSA, MAAA
Director Individual Annuity Inforce Management


<PAGE>

                                Arthur Andersen LLP




                     CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

   

As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 33-83650 for ITT Hartford Life and Annuity
Insurance Company Separate Account Five on Form S-6

    

                                                     /s/ Arthur Andersen LLP

Hartford, Connecticut
April 24, 1996

<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

do hereby jointly and severally authorize Lynda Godkin and/or Scott K.
Richardson to sign as their agent, any Registration Statement, pre-effective
amendment, post-effective amendment and any application for exemptive relief 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: 10/19/95 
   ------------------------------                   --------
       Bruce D. Gardner 

   /s/ Joseph H. Gareau                      Dated: 10/19/95
   ------------------------------                   --------
       Joseph H. Gareau

   /s/ Joseph Kanarek                        Dated: 10/19/95 
   ------------------------------                   --------
       Joseph Kanarek  

   /s/ Thomas M. Marra                       Dated: 10/19/95
   ------------------------------                   --------
       Thomas M. Marra

   /s/ Lowndes A. Smith                      Dated: 10/19/95
   ------------------------------                   --------
       Lowndes A. Smith 

   /s/ Lizabeth H. Zlatkus                   Dated: 10/19/95
   ------------------------------                   --------
       Lizabeth H. Zlatkus




<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       33,008,204
<INVESTMENTS-AT-VALUE>                      34,454,857
<RECEIVABLES>                                1,269,751
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              35,724,608
<PAYABLE-FOR-SECURITIES>                     1,268,686
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                          1,268,686
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
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<NET-ASSETS>                                34,455,922
<DIVIDEND-INCOME>                              241,824
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<OTHER-INCOME>                                   1,685
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                        241,824
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<APPREC-INCREASE-CURRENT>                    1,446,654
<NET-CHANGE-FROM-OPS>                        1,693,440
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      34,455,922
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                            0.000
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<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

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