SEPARATE ACCOUNT FIVE OF ITT HARTFORD LIFE & ANNUITY INS CO
485BPOS, 1996-05-01
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<PAGE>

                                                   Registration No. 33-83652

                    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 and Annuity Insurance Company

C. Complete address of depositor's principal executive offices:

       P. O. Box 2999
       Hartford, CT 06104-2999

D. Name and address of agent for service:
   
       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) 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 will be filed
   on or about February 29, 1996.
    
F. Proposed maximum aggregate offering price to the public of the securities
   being registered:

   Not yet determined.


<PAGE>

G. Amount of filing fee: Paid

H. Approximate date of proposed public offering:

   As soon as practicable after the effective date of this registration
   statement.

The registrant hereby represents that it is relying on Section
(13)(i)(B) of Rule 6e-3(T).



<PAGE>

                       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>
 
   
     ITT HARTFORD
     LIFE INSURANCE COMPANY
     PUTNAM CAPITAL MANAGER LIFE
     MODIFIED SINGLE PREMIUM
     VARIABLE LIFE INSURANCE CONTRACTS
 
    [LOGO]
 
   This  prospectus describes  Putnam Capital  Manager 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 23. 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 the PCM Money Market Fund. After  the
 Right  to  Cancel  Period  has  expired,  the  amount  so  allocated  will  be
 transferred to the Funds  specified in the  Contract Owner's application.  The
 following underlying investment portfolios ("Funds") of Putnam Capital Manager
 Trust  are available  under the Contracts:  PCM Asia Pacific  Growth Fund, PCM
 Diversified Income Fund, PCM Global  Asset Allocation Fund, PCM Global  Growth
 Fund,  PCM Growth and Income Fund, PCM High Yield Fund, PCM Money Market Fund,
 PCM New Opportunities Fund,  PCM U.S. Government and  High Quality Bond  Fund,
 PCM Utilities Growth and Income Fund, and PCM Voyager Fund.
 
   
   There  is no  guaranteed minimum Account  Value for a  Contract. The Account
 Value of a Contract will vary up or down to reflect the investment  experience
 of  the Funds to which premiums have  been allocated. The Contract Owner bears
 the investment risk for  all amounts so allocated.  The Contract continues  in
 effect while the Cash Surrender Value is sufficient to pay the monthly charges
 under  the Contract  ("Deduction Amount"). The  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>
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
 <S>                                                                       <C>
 SPECIAL TERMS...........................................................    4
 SUMMARY.................................................................    5
 THE COMPANY.............................................................    7
 THE SEPARATE ACCOUNT....................................................    8
   General...............................................................    8
   Funds.................................................................    8
   Investment Adviser....................................................    9
 THE CONTRACT............................................................   10
   Application for a Contract............................................   10
   Premiums..............................................................   10
   Allocation of Premiums................................................   10
   Accumulation Unit Values..............................................   11
 DEDUCTIONS AND CHARGES..................................................   11
   Monthly Deductions....................................................   11
   Annual Maintenance Fee................................................   12
   Taxes Charged Against the Separate Account............................   13
   Charges Against the Funds.............................................   13
   Contingent Deferred Sales Charge......................................   13
   Premium Tax Charge....................................................   13
 CONTRACT BENEFITS AND RIGHTS............................................   13
   Death Benefit.........................................................   13
   Account Value.........................................................   14
   Transfer of Account Value.............................................   14
   Contract Loans........................................................   15
   Amount Payable on Surrender of the Contract...........................   15
   Partial Withdrawals...................................................   16
   Benefits at Maturity..................................................   16
   Lapse and Reinstatement...............................................   16
   Cancellation and Exchange Rights......................................   16
   Suspension of Valuation, Payments and Transfers.......................   17
 LAST SURVIVOR CONTRACTS.................................................   17
 OTHER MATTERS...........................................................   17
   Voting Rights.........................................................   17
   Statements to Contract Owners.........................................   18
   Limit on Right to Contest.............................................   18
   Misstatement as to Age and Sex........................................   18
   Payment Options.......................................................   18
   Beneficiary...........................................................   20
   Assignment............................................................   20
   Dividends.............................................................   20
 EXECUTIVE OFFICERS AND DIRECTORS........................................   21
 DISTRIBUTION OF THE CONTRACTS...........................................   22
 SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS............................   23
</TABLE>
    
 
                                       2
<PAGE>
   
<TABLE>
 <S>                                                                       <C>
 FEDERAL TAX CONSIDERATIONS..............................................   23
   General...............................................................   23
   Taxation of ITT Hartford Life and the Separate Account................   23
   Income Taxation of Contract Benefits..................................   24
   Last Survivor Contracts...............................................   24
   Modified Endowment Contracts..........................................   24
   Estate and Generation Skipping Taxes..................................   24
   Diversification Requirements..........................................   25
   Ownership of the Assets in the Separate Account.......................   25
   Life Insurance Purchased for Use in Split Dollar Arrangements.........   26
   Federal Income Tax Withholding........................................   26
   Non-Individual Ownership of Contracts.................................   26
   Other.................................................................   26
   Life Insurance Purchases by Nonresident Aliens and Foreign
    Companies............................................................   26
 LEGAL PROCEEDINGS.......................................................   26
 LEGAL MATTERS...........................................................   26
 EXPERTS.................................................................   27
 REGISTRATION STATEMENT..................................................   27
 APPENDIX A..............................................................   28
</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>
                                 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:  Currently, the portfolios  of Putnam Capital  Manager Trust described on
page 8 of this Prospectus.
 
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.
 
TRUST: Putnam Capital Manager Trust.
 
VALUATION  DAY: Every day the  New York Stock Exchange  is open for trading. The
value of the Separate Account is determined  at the close of the New York  Stock
Exchange (currently 4:00 p.m. Eastern Time) on such days.
 
VALUATION  PERIOD:  The  period  between the  close  of  business  on successive
Valuation Days.
 
                                       4
<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 17.
 
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  eleven  (11)  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 the PCM  Money Market Fund. After the expiration
of the Right to Cancel Period, the values  in the PCM Money Market Fund will  be
allocated  to one  or more  of the  Funds as  specified in  the Contract Owner's
application. See "The Contract -- Allocation of Premiums," page 10.
    
 
   
    Currently, the Funds  of Putnam  Capital Manager Trust  available under  the
Contracts  are: PCM Asia  Pacific Growth Fund, PCM  Diversified Income Fund, PCM
Global Asset Allocation  Fund, PCM  Global Growth  Fund, PCM  Growth and  Income
Fund,  PCM High Yield Fund,  PCM Money Market Fund,  PCM New Opportunities Fund,
PCM U.S. Government and High Quality Bond Fund, PCM Utilities Growth and  Income
Fund,  and PCM Voyager Fund. Applicants should read the prospectus for the Funds
accompanying this prospectus in connection with the purchase of a Contract.  The
investment  objectives of the Funds are as  set forth in "The Separate Account,"
page 8.
    
 
   
    Total fund operating expenses in 1995, including management fees, were  .89%
for PCM Asia Pacific Growth Fund; .85% for PCM Diversified Income Fund; .84% for
PCM  Global Asset Allocation Fund; .75% for PCM Global Growth Fund; .57% for PCM
Growth and Income Fund; .79% for PCM High Yield Fund; .57% for PCM Money  Market
Fund; .84% for PCM New Opportunities Fund; .70% for PCM U.S. Government and High
Quality  Bond Fund; .78% for PCM Utilities  Growth and Income Fund; and .68% for
PCM Voyager Fund.
    
 
   
    The investment adviser for  all the Funds  is Putnam Investment  Management,
Inc. See "The Separate Account," page 8.
    
 
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.
    
 
                                       5
<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 0.40%.  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 11 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 13 and "Federal Tax Considerations," page 23.
 
    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 13.
 
    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 23.
 
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.
 
                                       6
<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 15.
    
 
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 15  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 23.
 
                                  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.
    
 
                                       7
<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  laws  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 underlying investment  for the  Contracts are shares  of Putnam  Capital
Manager  Trust, an open-end  series investment company  with multiple portfolios
("Funds"). The assets of each Sub-Account  of the Separate Account are  invested
exclusively  in one  of the  Funds. The  underlying Funds  corresponding to each
Sub-Account and their  investment objectives are  described below. ITT  Hartford
reserves  the right,  subject to  compliance with  the law,  to offer additional
funds with differing investment  objectives. There is no  assurance that any  of
the Funds will achieve its stated objectives.
    
 
PCM ASIA PACIFIC GROWTH FUND
 
    Seeks capital appreciation by investing primarily in securities of companies
located in Asia and in the Pacific Basin.
 
PCM DIVERSIFIED INCOME FUND
 
   
    Seeks  high current income consistent with capital preservation by investing
in the following  three sections of  the fixed income  securities markets:  U.S.
Government  Sector,  High  Yield Sector  (which  invests primarily  in  what are
commonly referred to as "junk bonds"), and International Sector. See the Special
Considerations for investments in  high yield securities  described in the  Fund
prospectus.
    
 
PCM GLOBAL ASSET ALLOCATION FUND
 
   
    Seeks a high level of long-term total return consistent with preservation of
capital by investing in U.S. equities, international equities, U.S. fixed income
securities, and international fixed income securities.
    
 
PCM GLOBAL GROWTH FUND
 
    Seeks  capital  appreciation  through a  globally  diversified  common stock
portfolio.
 
PCM GROWTH AND INCOME FUND
 
    Seeks capital growth  and current  income by investing  primarily in  common
stocks that offer potential for capital growth, current income, or both.
 
                                       8
<PAGE>
PCM HIGH YIELD FUND
 
   
    Seeks   high  current  income  by   investing  primarily  in  high-yielding,
lower-rated fixed  income securities  (commonly referred  to as  "junk  bonds"),
constituting  a diversified  portfolio which Putnam  Investment Management, Inc.
("Putnam Management")  believes  does  not  involve  undue  risk  to  income  or
principal.  Capital growth  is a secondary  objective when  consistent with high
current income. See  the special  considerations for investments  in high  yield
securities described in the Fund prospectus.
    
 
PCM MONEY MARKET FUND
 
   
    Seeks  to achieve as  high a level  of current income  as is consistent with
preservation  of  capital   and  maintenance  of   liquidity  by  investing   in
high-quality money market instruments.
    
 
PCM NEW OPPORTUNITIES FUND
 
   
    Seeks  long-term  capital appreciation  by  investing principally  in common
stocks of companies in sectors of  the economy which Putnam Management  believes
possess above-average long-term growth potential.
    
 
PCM U.S. GOVERNMENT AND HIGH QUALITY BOND FUND
 
   
    Seeks  current income consistent  with preservation of  capital by investing
primarily in securities issued or guaranteed as to principal and interest by the
U.S. Government  or by  its  agencies or  instrumentalities  and in  other  debt
obligations  rated at least A by Standard &  Poor's or Moody's or, if not rated,
determined by Putnam Management to be of comparable quality.
    
 
PCM UTILITIES GROWTH AND INCOME FUND
 
    Seeks capital growth and current income by concentrating its investments  in
securities issued by companies in the public utilities industries.
 
PCM VOYAGER FUND
 
   
    Aggressively seeks capital appreciation primarily from a portfolio of common
stocks  which Putnam Management believes have potential for capital appreciation
which is significantly greater than that of market averages.
    
 
   
    PCM Asia Pacific Growth Fund, PCM Diversified Income Fund, PCM Global Growth
Fund, PCM Growth and Income  Fund, PCM High Yield  Fund, PCM Money Market  Fund,
PCM  New  Opportunities Fund,  PCM  Utilities Growth  and  Income Fund,  and PCM
Voyager  Fund  are  generally  managed  in  styles  similar  to  other  open-end
investment companies which are managed by Putnam Management and whose shares are
generally  offered to the public. These  other Putnam Funds may, however, employ
different investment practices and may invest in securities different from those
in which  their  counterpart  Funds  invest,  and  consequently  will  not  have
identical portfolios or experience identical investment results.
    
 
    The  Funds  are available  only to  serve as  the underlying  investment for
variable annuity and variable life contracts.  A full description of the  Funds,
their  investment  objectives,  policies and  restrictions,  risks,  charges and
expenses and other aspects of their  operation is contained in the  accompanying
Trust Prospectus which should be read in conjunction with this Prospectus before
investing,  and in  the Trust Statement  of Additional Information  which may be
ordered without charge from Putnam Investor Services, Inc.
 
    It is conceivable that in the future it may be disadvantageous for  variable
annuity  separate  accounts and  variable  life insurance  separate  accounts to
invest in the Funds simultaneously. Although  ITT Hartford and the Funds do  not
currently  foresee any  such disadvantages  either to  variable annuity contract
owners or to variable life insurance policyowners, the Trust's Board of Trustees
intends to monitor events  in order to identify  any material conflicts  between
such  Contract Owners  and policyowners  and to  determine what  action, if any,
should be taken in response thereto. If the Board of Trustees of the Funds  were
to  conclude that  separate funds  should be  established for  variable life and
variable annuity separate accounts, the variable annuity Contract holders  would
not bear any expenses attendant upon establishment of such separate funds.
 
INVESTMENT ADVISER
 
   
    Putnam  Management, One  Post Office  Square, Boston,  Massachusetts, 02109,
serves as  the  investment manager  for  the  Funds. An  affiliate,  The  Putnam
Advisory Company, Inc., manages domestic and foreign
    
 
                                       9
<PAGE>
   
institutional  accounts and mutual  funds. Another affiliate  , Putnam Fiduciary
Trust Company, provides  investment advice  to institutional  clients under  its
banking  and  fiduciary  policies.  Putnam  Management  and  its  affiliates are
wholly-owned subsidiaries of Marsh & McLennan Companies, Inc., a publicly  owned
holding company whose principal businesses are international insurance brokerage
and employee benefit consulting.
    
 
    Subject  to  the general  oversight  of the  Trustees  of the  Trust, Putnam
Management manages  the  Funds'  portfolios  in  accordance  with  their  stated
investment  objectives and policies,  makes investment decisions  for the Funds,
places orders  to purchase  and sell  securities  on behalf  of the  Funds,  and
administers  the affairs of  the Funds. For  its services, the  Funds pay Putnam
Management a quarterly  fee. See the  accompanying Trust Prospectus  for a  more
complete description of Putnam Management and the respective fees of the Funds.
 
                                  THE CONTRACT
 
APPLICATION FOR A CONTRACT
 
    Individuals wishing to purchase a Contract must submit an application to ITT
Hartford.  A Contract will  be issued only on  the lives of  insureds age 90 and
under  who  supply  evidence  of  insurability  satisfactory  to  ITT  Hartford.
Acceptance  is subject  to ITT  Hartford's underwriting  rules and  ITT Hartford
reserves the right to  reject an application for  any reason. IF 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.
 
    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 the PCM Money Market  Fund. After the expiration of the Right
To Cancel  Period  the Account  Value  in the  PCM  Money Market  Fund  will  be
allocated among the Funds in whole percentages to purchase Accumulation Units in
the applicable Sub-Accounts as the Contract
 
                                       10
<PAGE>
Owner  directs in the application. Premiums  received on or after the expiration
of the  Right to  Cancel Period  will  be allocated  among the  Sub-Accounts  to
purchase  Accumulation Units  in such Sub-Accounts  as directed  by the Contract
Owner  or,  in  the  absence  of  directions,  as  specified  in  the   original
application. The number of Accumulation Units in each Sub-Account to be credited
to  a Contract (including the  initial allocation to the  PCM Money Market Fund)
will be determined  first by  multiplying the premium  by the  percentage to  be
allocated  to  each  Fund  to  determine  the  portion  to  be  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.
 
    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.
 
                                       11
<PAGE>
    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.)
 
    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 0.40%.  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.
 
                                       12
<PAGE>
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 withdrawn,  no
charge will be assessed on a withdrawal of the remaining Account Value.
 
    The  contingent deferred sales charge  is imposed to cover  a portion of the
sales expense  incurred by  ITT  Hartford in  distributing the  Contracts.  This
expense   includes  agents   commissions,  advertising   and  the   printing  of
prospectuses.
 
    See "Contract Benefits  and Rights  -- Amount  Payable on  Surrender of  the
Contract," page 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
    
 
                                       13
<PAGE>
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.
 
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
11.
 
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.
 
                                       14
<PAGE>
   
    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.
 
    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 23.
 
    If the Contract Owner chooses to  apply the surrender proceeds to a  payment
option  (see  "Other  Matters  -- Payment  Options,"  page  18),  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
 
                                       15
<PAGE>
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
23.
 
BENEFITS AT MATURITY
 
    If  the Insured  is living  on the "Maturity  Date" (the  anniversary of the
Contract Date on which the Insured is age 100), on surrender of the Contract  to
ITT  Hartford, ITT Hartford  will pay to  the Contract Owner  the Cash Surrender
Value. In such case, the Contract will  terminate and ITT Hartford will have  no
further  obligations under the  Contract. (The Maturity Date  may be extended by
rider where approved, but see "Income Taxation of Contract Benefits.")
 
LAPSE AND REINSTATEMENT
 
   
    The Contract  will  remain in  effect  until  the Cash  Surrender  Value  is
insufficient  to cover a  Deduction Amount due  on a Monthly  Activity Date. ITT
Hartford will 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 payment is
forthcoming, it will terminate  at the end  of the Grace  Period. If the  person
insured  under the  Contract dies  during the  Grace Period,  the Death Proceeds
payable under the Contract  will be reduced by  the Deduction Amount(s) due  and
unpaid. See "Contract Benefits and Rights -- Death Benefit," page 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.
 
                                       16
<PAGE>
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 28.
 
        2.    To  qualify  for simplified  underwriting  under  a  last survivor
    Contract, both Insureds must meet the simplified underwriting standards.
 
        3.  For a last survivor Contract to be reinstated, both Insureds must be
    alive on the date of reinstatement.
 
        4.   The  Contract provisions  regarding  misstatement of  age  or  sex,
    suicide and incontestability apply to either Insured.
 
        5.  Additional tax disclosures applicable to last survivor Contracts are
    provided in "Federal Tax Considerations," page 23."
 
                                 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 15)  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.
 
                                       17
<PAGE>
    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.
 
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
 
                                       18
<PAGE>
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.
 
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 1983(a)
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.
 
                                       19
<PAGE>
    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.
 
                                       20
<PAGE>
                        EXECUTIVE OFFICERS AND DIRECTORS
 
   
<TABLE>
<CAPTION>
                                                                                           OTHER BUSINESS
                                                                                        PROFESSION, VOCATION
                                            POSITION WITH ITT                            OR EMPLOYMENT FOR
                                             HARTFORD, YEAR                             PAST 5 YEARS; OTHER
NAME, AGE                                      OF ELECTION                                 DIRECTORSHIPS
- -------------------------------  ---------------------------------------  ------------------------------------------------
<S>                              <C>                                      <C>
Joan M. Andrew, 38               Vice President, 1992                     Vice President and Director, National Service
                                                                          Center Operations (1992-Present), ITT Hartford.
Wendell J. Bossen, 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.
Peter W. Cummins, 59             Vice President, 1993                     Vice President, Individual Annuity Operations
                                                                          (1989-Present), Hartford Life Insurance Company.
Ann M. deRaismes, 45             Vice President, 1994                     Vice President (1994-Present), Assistant Vice
                                                                          President (1992), Director of Human Resources
                                                                          (1991-Present), Hartford Life Insurance Company.
James R. Dooley, 59              Vice President, 1977                     Vice President, Director Information Services
                                                                          (1973-Present), ITT Hartford.
Timothy M. Fitch, 34             Vice President, 1995                     Vice President (1995-Present); Assistant Vice
                                                                          President (1993); Director (1991), Hartford
                                                                          Life.
Donald R. Frahm, 64              Director, 1995*                          Chairman and Chief Executive Officer
                                                                          (1988-Present), ITT Hartford Insurance Group,
                                                                          Inc.
Bruce D. Gardner, 45             Director, 1991*                          Vice President (1996-Present), General Counsel
                                                                          and Corporate Secretary (1991), Hartford Life
                                                                          Insurance Company
Joseph H. Gareau, 49             Executive Vice President, 1993           Executive Vice President and Chief Investment
                                 Chief Investment Officer, 1993           Officer (1993-Present), Hartford Life Insurance
                                 Director, 1993*                          Company
Donald J. Gillette, 50           Vice President, 1993                     Vice President, Director of Marketing
                                                                          (1991-Present), ITT Hartford; MSI Insurance
                                                                          (1986)
Lynda Godkin, 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
Lois W. Grady, 51                Vice President, 1993                     Vice President (1993-Present), Assistant Vice
                                                                          President (1988), Hartford Life Insurance
                                                                          Company
</TABLE>
    
 
                                       21
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                           OTHER BUSINESS
                                                                                        PROFESSION, VOCATION
                                            POSITION WITH ITT                            OR EMPLOYMENT FOR
                                             HARTFORD, YEAR                             PAST 5 YEARS; OTHER
NAME, AGE                                      OF ELECTION                                 DIRECTORSHIPS
- -------------------------------  ---------------------------------------  ------------------------------------------------
David A. Hall, 42                Senior Vice President, 1993              Senior Vice President and Actuary
                                 Actuary, 1993                            (1993-Present), Hartford Life Insurance Company
<S>                              <C>                                      <C>
Joseph Kanarek, 48               Vice President, 1994                     Vice President (1991-Present), Director
                                 Director, 1994*                          (1992-Present), Hartford Life Insurance Company
Robert A. Kerzner, 44            Vice President, 1994                     Vice President (1994-Present), Regional Vice
                                                                          President (1991), Life Sales Manager (1990),
                                                                          Hartford Life Insurance Company.
LaVern L. Kohlhof, 66            Vice President, 1980                     Vice President and Secretary (1980-Present), ITT
                                 Secretary, 1980                          Hartford
William B. Malchodi, Jr., 45     Vice President, 1994                     Vice President (1994-Present), Director of Taxes
                                 Director of Taxes, 1992                  (1992-Present), Assistant General Counsel and
                                                                          Assistant Director of Taxes (1986), Hartford
                                                                          Insurance Group
Thomas M. Marra, 37              Executive Vice President, 1995           Senior Vice President (1994), Director of
                                 Director, 1994*                          Individual Annuities (1991), Vice President
                                                                          (1989), Hartford Life Insurance Company
Steven L. Matthiesen, 51         Vice President, 1984                     Vice President, Director of New Business
                                                                          (1984-Present), ITT Hartford
Joseph J. Noto, 44               Vice President, 1989                     Vice President (1989-Present), Hartford Life
                                                                          Insurance Company.
Craig D. Raymond, 32             Vice President, 1993                     Vice President and Chief Actuary (1994-Present),
                                 Chief Actuary, 1994                      Vice President (1993), Assistant Vice President
                                                                          (1992), Actuary (1989-1994), Hartford Life
                                                                          Insurance Company
David T. Schrandt, 48            Vice President, 1987 Treasurer, 1987     Vice President, Treasurer and Controller
                                                                          (1987-Present), ITT Hartford
Lowndes A. Smith, 55             President, 1993                          President and Chief Executive Officer
                                 Chief Executive Officer, 1993            (1993-Present), ITT Hartford; President and
                                 Director, 1985*                          Chief Operating Officer (1989-Present), Hartford
                                                                          Life Insurance Company
Lizabeth H. Zlatkus, 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
 
                         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
    
 
                                       22
<PAGE>
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.
 
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 Rights -- Account Value," on page
14). As  a  result,  such  investment income  and  realized  capital  gains  are
automatically applied to increase reserves under the Contract.
    
 
                                       23
<PAGE>
    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 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
    
 
                                       24
<PAGE>
   
the  last surviving  Insured, the  fair market  value of  the Contract  would be
included in the Contract Owner's estate upon the Contract Owner's death. Nothing
would be 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
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
    
 
                                       25
<PAGE>
   
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 policies 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.
    
 
   
                               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
 
                                       26
<PAGE>
   
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 in 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.
 
                                       27
<PAGE>
                                   APPENDIX A
                           ILLUSTRATIONS OF BENEFITS
 
    The  tables in Appendix A  illustrate the way in  which a Contract operates.
They show how the death benefit and surrender value could vary over an  extended
period  of time  assuming hypothetical gross  rates of return  equal to constant
after tax annual rates  of 0%, 6% and  12%. The tables are  based on an  initial
premium  of $10,000. A male age 45, a female  age 55 and a male age 65 with Face
Amounts of $40,161, $33,334 and  $19,380, respectively, are illustrated for  the
single  life Contract. The  illustrations for the  last survivor Contract assume
male and female  of equal  ages, including  age 55 and  65 for  Face Amounts  of
$44,053 and $27,778.
 
    The death benefit and surrender value for a Contract would be different from
those  shown if the  rates of return  averaged 0%, 6%  and 12% over  a period of
years, but also fluctuated above or below those averages for individual Contract
Years. They would also differ if any  Contract loan were made during the  period
of time illustrated.
 
    The tables reflect the deductions of current Contract charges and guaranteed
Contract  charges  for a  single  gross interest  rate.  The death  benefits and
surrender values would change if the current cost of insurance charges change.
 
    The amounts shown for the death benefit and surrender value as of the end of
each Contract Year take into account an average daily charge equal to an  annual
charge  of 0.75%  of the average  daily net  assets of the  Funds for investment
advisory and administrative  services fees. The  gross annual investment  return
rates  of 0%, 6% and 12% on the Fund's assets are equal to net annual investment
return rates  (net of  the 0.75%  average  daily charge)  of -0.75%,  5.25%  and
11.25%, respectively.
 
    In  addition, the death  benefit and surrender  value as of  the end of each
Contract Year take into account  the (1) tax expense  charge equal to an  annual
rate  of  0.40%  of  Account  Value  for  the  first  ten  Contract  Years;  (2)
administrative charge  equal  to  an  annual rate  of  0.40%  of  Account  Value
attributable  to the  Separate Account;  (3) mortality  and expense  risk charge
equal to an annual rate of 0.90%  of Account Value attributable to the  Separate
Account;  and (4)  any Contingent Deferred  Sales Charge and  premium tax charge
which may be applicable in the first nine Contract Years.
 
    The hypothetical returns  shown in the  tables are without  any tax  charges
that  may be  attributable to the  Separate Account  in the future.  In order to
produce after tax returns of 0%, 6%, and 12%, the Separate Account would have to
earn a sufficient amount in excess of 0%  or 6% or 12% to cover any tax  charges
(see  "Deductions and Charges -- Charges Against The Separate Account -- Taxes,"
page 13).
 
    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.
 
                                       28
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 45 MALE
                          INITIAL FACE AMOUNT: $40,161
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)
 
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
                PREMIUMS      -------------------------------   -------------------------------
   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        10,834       9,840      40,161    10,756       9,764      40,161
       2         11,025        11,740      10,755      40,161    11,575      10,593      40,161
       3         11,576        12,724      11,751      40,161    12,463      11,495      40,161
       4         12,155        13,794      12,987      40,161    13,427      12,626      40,161
       5         12,763        14,956      14,169      40,161    14,474      13,693      40,161
 
       6         13,401        16,219      15,657      40,161    15,613      15,057      40,161
       7         14,071        17,592      17,060      40,161    16,851      16,324      40,161
       8         14,775        19,083      18,788      40,161    18,198      17,907      40,161
       9         15,513        20,704      20,452      40,161    19,666      19,417      40,161
      10         16,289        22,465      22,465      40,161    21,268      21,268      40,161
 
      11         17,103        24,501      24,501      40,161    23,113      23,113      40,161
      12         17,959        26,724      26,724      40,161    25,145      25,145      40,161
      13         18,856        29,153      29,153      41,398    27,386      27,386      40,161
      14         19,799        31,808      31,808      43,896    29,864      29,864      41,213
      15         20,789        34,714      34,714      46,517    32,590      32,590      43,670
 
      16         21,829        37,895      37,895      49,264    35,574      35,574      46,247
      17         22,920        41,367      41,367      52,951    38,832      38,832      49,705
      18         24,066        45,156      45,156      56,897    42,386      42,386      53,407
      19         25,270        49,292      49,292      61,122    46,266      46,266      57,371
      20         26,533        53,807      53,807      65,645    50,502      50,502      61,613
 
      25         33,864        83,601      83,601      96,978    78,372      78,372      90,912
      35         55,160       201,997     201,997     214,118   180,092     189,092     200,438
</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.
 
                                       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 6% (5.25% 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       10,249       9,269    40,161    10,171       9,192    40,161
       2         11,025       10,506       9,546    40,161    10,337       9,380    40,161
       3         11,576       10,769       9,831    40,161    10,497       9,564    40,161
       4         12,155       11,040      10,275    40,161    10,651       9,891    40,161
       5         12,763       11,319      10,577    40,161    10,796      10,061    40,161
 
       6         13,401       11,605      11,089    40,161    10,930      10,421    40,161
       7         14,071       11,900      11,411    40,161    11,052      10,569    40,161
       8         14,775       12,202      11,941    40,161    11,158      10,902    40,161
       9         15,513       12,514      12,282    40,161    11,244      11,016    40,161
      10         16,289       12,833      12,833    40,161    11,309      11,309    40,161
 
      11         17,103       13,228      13,228    40,161    11,394      11,394    40,161
      12         17,959       13,636      13,636    40,161    11,455      11,455    40,161
      13         18,856       14,058      14,058    40,161    11,486      11,486    40,161
      14         19,799       14,494      14,494    40,161    11,486      11,486    40,161
      15         20,789       14,944      14,944    40,161    11,450      11,450    40,161
 
      16         21,829       15,409      15,409    40,161    11,370      11,370    40,161
      17         22,920       15,889      15,889    40,161    11,239      11,239    40,161
      18         24,066       16,385      16,385    40,161    11,048      11,048    40,161
      19         25,270       16,898      16,898    40,161    10,787      10,787    40,161
      20         26,533       17,428      17,428    40,161    10,442      10,442    40,161
 
      25         33,864       20,353      20,353    40,161     6,987       6,987    40,161
      35         55,160       27,852      27,852    40,161         0           0         0
</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.
 
                                       30
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 45 MALE
                          INITIAL FACE AMOUNT: $40,161
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)
 
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
                PREMIUMS      -------------------------------   -------------------------------
   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         9,665       8,698      40,161     9,586       8,649      40,161
       2         11,025         9,340       8,404      40,161     9,169       8,291      40,161
       3         11,576         9,026       8,118      40,161     8,747       7,925      40,161
       4         12,155         8,721       7,990      40,161     8,319       7,699      40,161
       5         12,763         8,425       7,720      40,161     7,883       7,312      40,161
 
       6         13,401         8,138       7,657      40,161     7,438       7,113      40,161
       7         14,071         7,860       7,401      40,161     6,980       6,696      40,161
       8         14,775         7,591       7,353      40,161     6,506       6,461      40,161
       9         15,513         7,330       7,111      40,161     6,013       6,002      40,161
      10         16,289         7,076       7,076      40,161     5,498       5,717      40,161
 
      11         17,103         6,865       6,865      40,161     4,978       5,211      40,161
      12         17,959         6,659       6,659      40,161     4,427       4,673      40,161
      13         18,856         6,459       6,459      40,161     3,843       4,100      40,161
      14         19,799         6,264       6,264      40,161     3,221       3,488      40,161
      15         20,789         6,073       6,073      40,161     2,558       2,833      40,161
 
      16         21,829         5,888       5,888      40,161     1,845       2,127      40,161
      17         22,920         5,707       5,707      40,161     1,075       1,361      40,161
      18         24,066         5,531       5,531      40,161       237         526      40,161
      19         25,270         5,360       5,360      40,161         0           0           0
      20         26,533         5,193       5,193      40,161         0           0           0
 
      25         33,864         4,420       4,420      40,161         0           0           0
      35         55,160         3,145       3,145      40,161         0           0           0
</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.
 
                                       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 12.00% (11.25% 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        10,834        9,840      33,334    10,727        9,736      33,334
       2         11,025        11,740       10,755      33,334    11,517       10,537      33,334
       3         11,576        12,724       11,751      33,334    12,378       11,411      33,334
       4         12,155        13,794       12,987      33,334    13,317       12,517      33,334
       5         12,763        14,956       14,169      33,334    14,343       13,564      33,334
 
       6         13,401        16,219       15,657      33,334    15,464       14,909      33,334
       7         14,071        17,592       17,060      33,334    16,688       16,163      33,334
       8         14,775        19,083       18,788      33,334    18,025       17,735      33,334
       9         15,513        20,704       20,452      33,334    19,487       19,238      33,334
      10         16,289        22,465       22,465      33,334    21,088       21,088      33,334
 
      11         17,103        24,501       24,501      33,334    22,940       22,940      33,334
      12         17,959        26,736       26,736      33,334    24,991       24,991      33,334
      13         18,856        29,218       29,218      34,478    27,270       27,270      33,334
      14         19,799        31,946       31,946      37,377    29,804       29,804      34,891
      15         20,789        34,928       34,928      40,517    32,585       32,585      37,799
 
      16         21,829        38,190       38,190      43,919    35,625       35,625      40,969
      17         22,920        41,765       41,765      47,195    38,958       38,958      44,023
      18         24,066        45,686       45,686      50,712    42,614       42,614      47,301
      19         25,270        49,992       49,992      54,492    46,627       46,627      50,824
      20         26,533        54,687       54,687      59,609    51,004       51,004      55,594
 
      25         33,864        85,841       85,841      90,992    80,060       80,060      84,864
      35         55,160       208,273      208,273     218,687   192,260      192,260     201,873
</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.
 
                                       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 6% (5.25% 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       10,249       9,269    33,334    10,142       9,164    33,334
       2         11,025       10,506       9,546    33,334    10,279       9,324    33,334
       3         11,576       10,769       9,831    33,334    10,412       9,480    33,334
       4         12,155       11,040      10,275    33,334    10,539       9,781    33,334
       5         12,763       11,319      10,577    33,334    10,661       9,928    33,334
 
       6         13,401       11,605      11,089    33,334    10,774      10,266    33,334
       7         14,071       11,900      11,411    33,334    10,875      10,394    33,334
       8         14,775       12,202      11,941    33,334    10,959      10,704    33,334
       9         15,513       12,514      12,282    33,334    11,021      10,793    33,334
      10         16,289       12,833      12,833    33,334    11,055      11,055    33,334
 
      11         17,103       13,228      13,228    33,334    11,106      11,106    33,334
      12         17,959       13,636      13,636    33,334    11,127      11,127    33,334
      13         18,856       14,058      14,058    33,334    11,117      11,117    33,334
      14         19,799       14,494      14,494    33,334    11,073      11,073    33,334
      15         20,789       14,944      14,944    33,334    10,988      10,988    33,334
 
      16         21,829       15,409      15,409    33,334    10,854      10,854    33,334
      17         22,920       15,889      15,889    33,334    10,656      10,656    33,334
      18         24,066       16,385      16,385    33,334    10,375      10,375    33,334
      19         25,270       16,898      16,898    33,334     9,991       9,991    33,334
      20         26,533       17,428      17,428    33,334     9,479       9,479    33,334
 
      25         33,864       20,353      20,353    33,334     3,955       3,955    33,334
      35         55,160       27,852      27,852    33,334         0           0         0
</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.
 
                                       33
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                              ISSUE AGE 55 FEMALE
                          INITIAL FACE AMOUNT: $33,334
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75 NET)
 
<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        9,665       8,698    33,334     9,558       8,593    33,334
       2         11,025        9,340       8,404    33,334     9,112       8,179    33,334
       3         11,576        9,026       8,118    33,334     8,662       7,761    33,334
       4         12,155        8,721       7,990    33,334     8,209       7,486    33,334
       5         12,763        8,425       7,720    33,334     7,750       7,053    33,334
 
       6         13,401        8,138       7,657    33,334     7,283       6,810    33,334
       7         14,071        7,860       7,401    33,334     6,803       6,352    33,334
       8         14,775        7,591       7,353    33,334     6,305       6,073    33,334
       9         15,513        7,330       7,111    33,334     5,782       5,568    33,334
      10         16,289        7,076       7,076    33,334     5,230       5,230    33,334
 
      11         17,103        6,865       6,865    33,334     4,665       4,665    33,334
      12         17,959        6,659       6,659    33,334     4,061       4,061    33,334
      13         18,856        6,459       6,459    33,334     3,419       3,419    33,334
      14         19,799        6,264       6,264    33,334     2,733       2,733    33,334
      15         20,789        6,073       6,073    33,334     1,997       1,997    33,334
 
      16         21,829        5,888       5,888    33,334     1,200       1,200    33,334
      17         22,920        5,707       5,707    33,334       324         324    33,334
      18         24,066        5,531       5,531    33,334         0           0         0
      19         25,270        5,360       5,360    33,334         0           0         0
      20         26,533        5,193       5,193    33,334         0           0         0
 
      25         33,864        4,420       4,420    33,334         0           0         0
      35         55,160        3,145       3,145    33,334         0           0         0
</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.
 
                                       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 12% (11.25% 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        10,834        9,840      19,380    10,650        9,660      19,380
       2          11,025        11,740       10,755      19,380    11,357       10,380      19,380
       3          11,576        12,724       11,751      19,380    12,131       11,169      19,380
       4          12,155        13,794       12,987      19,380    12,984       12,190      19,380
       5          12,763        14,956       14,169      19,380    13,930       13,156      19,380
 
       6          13,401        16,219       15,657      19,380    14,986       14,436      19,380
       7          14,071        17,595       17,063      19,883    16,172       15,650      19,380
       8          14,775        19,106       18,810      21,208    17,516       17,228      19,443
       9          15,513        20,760       20,508      22,629    19,027       18,780      20,740
      10          16,289        22,549       22,549      24,578    20,664       20,664      22,524
 
      11          17,103        24,595       24,595      26,563    22,536       22,536      24,340
      12          17,959        26,837       26,837      28,716    24,587       24,587      26,309
      13          18,856        29,275       29,275      31,325    26,816       26,816      28,693
      14          19,799        31,947       31,947      33,864    29,260       29,260      31,016
      15          20,789        34,856       34,856      36,948    31,916       31,916      33,831
 
      16          21,829        38,046       38,046      39,949    34,834       34,834      36,576
      17          22,920        41,517       41,517      43,594    38,005       38,005      39,906
      18          24,066        45,308       45,308      47,574    41,447       41,447      43,520
      19          25,270        49,448       49,448      51,921    45,177       45,177      47,436
      20          26,533        53,969       53,969      56,667    49,215       49,215      51,677
 
      25          33,864        83,837       83,837      88,030    74,965       74,965      78,714
      35          55,160       202,335      202,335     204,358   175,528      175,528     177,284
</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.
 
                                       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 6% (5.25% 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       10,249       9,269    19,380    10,062       9,086    19,380
       2         11,025       10,506       9,546    19,380    10,104       9,152    19,380
       3         11,576       10,769       9,831    19,380    10,123       9,196    19,380
       4         12,155       11,040      10,275    19,380    10,116       9,364    19,380
       5         12,763       11,319      10,577    19,380    10,077       9,351    19,380
 
       6         13,401       11,605      11,089    19,380    10,002       9,502    19,380
       7         14,071       11,900      11,411    19,380     9,880       9,406    19,380
       8         14,775       12,202      11,941    19,380     9,703       9,454    19,380
       9         15,513       12,514      12,282    19,380     9,455       9,232    19,380
      10         16,289       12,833      12,833    19,380     9,124       9,124    19,380
 
      11         17,103       13,228      13,228    19,380     8,730       8,730    19,380
      12         17,959       13,636      13,636    19,380     8,217       8,217    19,380
      13         18,856       14,058      14,058    19,380     7,564       7,564    19,380
      14         19,799       14,494      14,494    19,380     6,738       6,738    19,380
      15         20,789       14,944      14,944    19,380     5,699       5,699    19,380
 
      16         21,829       15,409      15,409    19,380     4,387       4,387    19,380
      17         22,920       15,889      15,889    19,380     2,723       2,723    19,380
      18         24,066       16,385      16,385    19,380       595         595    19,380
      19         25,270       16,898      16,898    19,380         0           0         0
      20         26,533       17,428      17,428    19,380         0           0         0
 
      25         33,864       20,353      20,353    21,371         0           0         0
      35         55,160       27,854      27,854    28,133         0           0         0
</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.
 
                                       36
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 65 MALE
                          INITIAL FACE AMOUNT: $19,380
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)
 
<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       9,665     8,698    19,380    9,475     8,512    19,380
       2         11,025       9,340     8,404    19,380    8,923     7,994    19,380
       3         11,576       9,026     8,118    19,380    8,340     7,444    19,380
       4         12,155       8,721     7,990    19,380    7,720     7,004    19,380
       5         12,763       8,425     7,720    19,380    7,056     6,368    19,380
 
       6         13,401       8,138     7,657    19,380    6,338     5,875    19,380
       7         14,071       7,869     7,401    19,380    5,553     5,111    19,380
       8         14,775       7,591     7,353    19,380    4,684     4,461    19,380
       9         15,513       7,330     7,111    19,380    3,712     3,503    19,380
      10         16,289       7,076     7,076    19,380    2,616     2,616    19,380
 
      11         17,103       6,865     6,865    19,380    1,379     1,379    19,380
      12         17,959       6,659     6,659    19,380        0         0         0
      13         18,856       6,459     6,459    19,380        0         0         0
      14         19,799       6,264     6,264    19,380        0         0         0
      15         20,789       6,073     6,073    19,380        0         0         0
 
      16         21,829       5,888     5,888    19,380        0         0         0
      17         22,920       5,707     5,707    19,380        0         0         0
      18         24,066       5,531     5,531    19,380        0         0         0
      19         25,270       5,360     5,360    19,380        0         0         0
      20         26,533       5,193     5,193    19,380        0         0         0
 
      25         33,864       4,420     4,420    19,380        0         0         0
      35         55,160       3,145     3,145    19,380        0         0         0
</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 CONTACT 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 CONTACT  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.
 
                                       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 12% (11.25% 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        10,902        9,906      44,053    10,902        9,906      44,053
       2         11,025        11,882       10,894      44,053    11,882       10,894      44,053
       3         11,576        12,946       11,970      44,053    12,946       11,970      44,053
       4         12,155        14,103       13,292      44,053    14,103       13,292      44,053
       5         12,763        15,360       14,568      44,053    15,360       14,568      44,053
 
       6         13,401        16,726       16,159      44,053    16,726       16,159      44,053
       7         14,071        18,210       17,674      44,053    18,210       17,674      44,053
       8         14,775        19,825       19,526      44,053    19,822       19,523      44,053
       9         15,513        21,585       21,331      44,053    21,574       21,320      44,053
      10         16,289        23,505       23,505      44,053    23,477       23,477      44,053
 
      11         17,103        25,727       25,727      44,053    25,652       25,652      44,053
      12         17,959        28,162       28,162      44,053    28,031       28,031      44,053
      13         18,856        30,830       30,830      44,053    30,640       30,640      44,053
      14         19,799        33,755       33,755      44,053    33,507       33,507      44,053
      15         20,789        36,960       36,960      44,053    36,667       36,667      44,053
 
      16         21,829        40,479       40,479      46,551    40,154       40,154      46,177
      17         22,920        44,337       44,337      50,102    43,981       43,981      49,699
      18         24,066        48,565       48,565      53,908    48,175       48,175      53,475
      19         25,270        53,202       53,202      57,991    52,774       52,774      57,524
      20         26,533        58,305       58,305      63,553    57,828       57,828      63,033
 
      25         33,864        92,176       92,176      97,707    91,132       91,132      96,600
      35         55,160       230,373      230,373     241,893   219,404      219,404     230,374
</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.
 
                                       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 6% (5.25% 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       10,314      9,332    44,053    10,314      9,332    44,053
       2         11,025       10,632      9,669    44,053    10,632      9,669    44,053
       3         11,576       10,954     10,012    44,053    10,954     10,012    44,053
       4         12,155       11,279     10,509    44,053    11,279     10,509    44,053
       5         12,763       11,605     10,860    44,053    11,605     10,860    44,053
 
       6         13,401       11,941     11,422    44,053    11,931     11,412    44,053
       7         14,071       12,288     11,796    44,053    12,255     11,763    44,053
       8         14,775       12,646     12,383    44,053    12,574     12,311    44,053
       9         15,513       13,015     12,782    44,053    12,885     12,652    44,053
      10         16,289       13,396     13,396    44,053    13,182     13,182    44,053
 
      11         17,103       13,858     13,858    44,053    13,517     13,517    44,053
      12         17,959       14,337     14,337    44,053    13,834     13,834    44,053
      13         18,856       14,834     14,834    44,053    14,127     14,127    44,053
      14         19,799       15,349     15,349    44,053    14,393     14,393    44,053
      15         20,789       15,883     15,883    44,053    14,624     14,624    44,053
 
      16         21,829       16,436     16,436    44,053    14,809     14,809    44,053
      17         22,920       17,010     17,010    44,053    14,938     14,938    44,053
      18         24,066       17,606     17,606    44,053    14,991     14,991    44,053
      19         25,270       18,223     18,223    44,053    14,949     14,949    44,053
      20         26,533       18,863     18,863    44,053    14,787     14,787    44,053
 
      25         33,864       22,433     22,433    44,053    11,078     11,078    44,053
      35         55,160       31,836     31,836    44,053         0          0         0
</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.
 
                                       39
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 55 MALE / 55 FEMALE
                          INITIAL FACE AMOUNT: $44,053
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)
 
<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       9,726      8,757    44,053    9,726      8,757    44,053
       2         11,025       9,452      8,512    44,053    9,451      8,512    44,053
       3         11,576       9,177      8,266    44,053    9,177      8,266    44,053
       4         12,155       8,899      8,166    44,053    8,899      8,166    44,053
       5         12,763       8,628      7,920    44,053    8,618      7,910    44,053
 
       6         13,401       8,365      7,881    44,053    8,331      7,848    44,053
       7         14,071       8,108      7,647    44,053    8,035      7,575    44,053
       8         14,775       7,859      7,619    44,053    7,727      7,489    44,053
       9         15,513       7,616      7,397    44,053    7,403      7,185    44,053
      10         16,289       7,380      7,380    44,053    7,058      7,058    44,053
 
      11         17,103       7,186      7,186    44,053    6,713      6,713    44,053
      12         17,959       6,996      6,996    44,053    6,334      6,334    44,053
      13         18,856       6,811      6,811    44,053    5,916      5,916    44,053
      14         19,799       6,630      6,630    44,053    5,451      5,451    44,053
      15         20,789       6,453      6,453    44,053    4,932      4,932    44,053
 
      16         21,829       6,280      6,280    44,053    4,345      4,345    44,053
      17         22,920       6,110      6,110    44,053    3,673      3,673    44,053
      18         24,066       5,945      5,945    44,053    2,896      2,896    44,053
      19         25,270       5,783      5,783    44,053    1,985      1,985    44,053
      20         26,533       5,625      5,625    44,053      910        910    44,053
 
      25         33,864       4,885      4,885    44,053        0          0         0
      35         55,160       3,633      3,633    44,053        0          0         0
</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.
 
                                       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 12% (11.25% 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        10,897       9,902      27,778    10,897       9,902      27,778
       2         11,025        11,862      10,875      27,778    11,862      10,875      27,778
       3         11,576        12,903      11,927      27,778    12,902      11,926      27,778
       4         12,155        14,037      13,227      27,778    14,021      13,211      27,778
       5         12,763        15,274      14,483      27,778    15,229      14,439      27,778
 
       6         13,401        16,623      16,057      27,778    16,535      15,969      27,778
       7         14,071        18,094      17,558      27,778    17,948      17,413      27,778
       8         14,775        19,698      19,399      27,778    19,482      19,185      27,778
       9         15,513        21,447      21,193      27,778    21,155      20,902      27,778
      10         16,289        23,354      23,354      27,778    22,988      22,988      27,778
 
      11         17,103        25,561      25,561      27,778    25,115      25,115      27,778
      12         17,959        27,981      27,981      29,940    27,485      27,485      29,409
      13         18,856        30,632      30,632      32,776    30,076      30,076      32,182
      14         19,799        33,537      33,537      35,550    32,914      32,914      34,889
      15         20,789        36,721      36,721      38,925    36,007      36,007      38,168
 
      16         21,829        40,211      40,211      42,222    39,396      39,396      41,367
      17         22,920        44,035      44,035      46,238    43,088      43,088      45,243
      18         24,066        48,227      48,227      50,639    47,104      47,104      49,460
      19         25,270        52,820      52,820      55,462    51,466      51,466      54,040
      20         26,533        57,887      57,887      60,782    56,231      56,231      59,043
 
      25         33,864        91,514      91,514      96,090    86,546      86,546      90,874
      35         55,160       228,720     228,720     231,007   203,577     203,577     205,613
</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 CONTACT  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.
 
                                       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 6% (5.25% 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       10,309       9,327    27,778    10,309       9,327    27,778
       2         11,025       10,612       9,650    27,778    10,612       9,650    27,778
       3         11,576       10,917       9,976    27,778    10,907       9,967    27,778
       4         12,155       11,232      10,463    27,778    11,191      10,423    27,778
       5         12,763       11,556      10,812    27,778    11,460      10,717    27,778
 
       6         13,401       11,891      11,372    27,778    11,710      11,193    27,778
       7         14,071       12,236      11,744    27,778    11,935      11,445    27,778
       8         14,775       12,592      12,329    27,778    12,126      11,866    27,778
       9         15,513       12,960      12,727    27,778    12,275      12,045    27,778
      10         16,289       13,339      13,339    27,778    12,370      12,370    27,778
 
      11         17,103       13,799      13,799    27,778    12,451      12,451    27,778
      12         17,959       14,276      14,276    27,778    12,455      12,455    27,778
      13         18,856       14,770      14,770    27,778    12,368      12,368    27,778
      14         19,799       15,283      15,283    27,778    12,172      12,172    27,778
      15         20,789       15,815      15,815    27,778    11,843      11,843    27,778
 
      16         21,829       16,366      16,366    27,778    11,347      11,347    27,778
      17         22,920       16,937      16,937    27,778    10,641      10,641    27,778
      18         24,066       17,530      17,530    27,778     9,661       9,661    27,778
      19         25,270       18,144      18,144    27,778     8,326       8,326    27,778
      20         26,533       18,781      18,781    27,778     6,527       6,527    27,778
 
      25         33,864       22,335      22,335    27,778         0           0         0
      35         55,160       31,696      31,696    32,014         0           0         0
</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.
 
                                       42
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 65 MALE / 65 FEMALE
                          INITIAL FACE AMOUNT: $27,778
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)
 
<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       9,721     8,752    27,778    9,721     8,752    27,778
       2         11,025       9,432     8,493    27,778    9,432     8,493    27,778
       3         11,576       9,147     8,236    27,778    9,129     8,220    27,778
       4         12,155       8,869     8,136    27,778    8,809     8,077    27,778
       5         12,763       8,599     7,891    27,778    8,466     7,760    27,778
 
       6         13,401       8,336     7,852    27,778    8,095     7,614    27,778
       7         14,071       8,080     7,619    27,778    7,687     7,230    27,778
       8         14,775       7,831     7,592    27,778    7,232     6,996    27,778
       9         15,513       7,589     7,370    27,778    6,716     6,499    27,778
      10         16,289       7,354     7,354    27,778    6,122     6,122    27,778
 
      11         17,103       7,161     7,161    27,778    5,457     5,457    27,778
      12         17,959       6,972     6,972    27,778    4,673     4,673    27,778
      13         18,856       6,787     6,787    27,778    3,747     3,747    27,778
      14         19,799       6,606     6,606    27,778    2,652     2,652    27,778
      15         20,789       6,430     6,430    27,778    1,349     1,349    27,778
 
      16         21,829       6,257     6,257    27,778        0         0         0
      17         22,920       6,088     6,088    27,778        0         0         0
      18         24,066       5,923     5,923    27,778        0         0         0
      19         25,270       5,762     5,762    27,778        0         0         0
      20         26,533       5,604     5,604    27,778        0         0         0
 
      25         33,864       4,866     4,866    27,778        0         0         0
      35         55,160       3,619     3,619    27,778        0         0         0
</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.
 
                                       43
<PAGE>


Report of Independent Public Accountants

To ITT Hartford Life & Annuity Insurance Company Putnam Capital Manager Trust
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 Putnam Capital Manager Trust Separate
Account Five (the Account) as of December 31, 1995, and the related statement
of operations and the statement of 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 Putnam Capital Manager Trust Separate Account Five as of
December 31, 1995, and the results of its operations and the changes in its net
assets for the period from inception January 10, 1995, to December 31, 1995, in
conformity with generally accepted accounting principles.



Hartford, Connecticut
February 20, 1996
                                                            ARTHUR ANDERSEN LLP


<PAGE>

<TABLE>
<CAPTION>



December 31, 1995             Voyager              Global            Asia         Growth             Global Asset      High Yield
                              Fund                 Growth            Pacific      and Income         Allocation        Fund
                              Sub-Account          Fund              Growth       Fund               Fund              Sub-Account
                                                   Sub-Account       Fund         Sub-Account        Sub-Account
                                                                     Sub-Account
<S>                           <C>                  <C>               <C>          <C>                <C>               <C>        
ASSETS
Investments:
 .
PCM VOYAGER FUND
 Shares 38,979,528
 Cost $765,706,007
 .
   Market Value:              $ 1,188,875,614     $          0     $          0     $          0     $          0     $          0
 .
PCM GLOBAL GROWTH FUND
 Shares 29,418,709
 Cost $364,270,097
 .
   Market Value:                            0      446,576,005                0                0                0                0
 .
PCM ASIA PACIFIC GROWTH FUND
 Shares 1,032,036
 Cost $10,315,625
 .
   Market Value:                            0                0       10,557,732                0                0                0
 .
PCM GROWTH AND INCOME FUND
 Shares 97,577,342
 Cost $1,574,120,024
 .
   Market Value:                            0                0                0    2,094,985,523                0                0
 .
PCM GLOBAL ASSET ALLOCATION
FUND
 Shares 19,975,784
 Cost $252,178,290
 .
   Market Value:                            0                0                0                0      322,608,911                0
 .
PCM HIGH YIELD FUND
 Shares 22,523,796
 Cost $248,243,947
 .
   Market Value:                            0                0                0                0                0      278,619,355
 .
PCM U.S. GOVERNMENT AND
HIGH QUALITY BOND FUND
 Shares 40,964,872
 Cost $489,468,596
 .
   Market Value:                            0                0                0                0                0                0
 .
PCM NEW OPPORTUNITIES FUND
 Shares 15,552,682
 Cost $196,209,968
 .
   Market Value:                            0                0                0                0                0                0
 .
PCM MONEY MARKET FUND
 Shares 148,904,898
 Cost $148,904,898
 .
   Market Value:                            0                0                0                0                0                0
 .
PCM UTILITIES GROWTH &
INCOME FUND
 Shares 24,283,972
 Cost $275,875,576
 .
   Market Value:                            0                0                0                0                0                0
 .
PCM DIVERSIFIED INCOME FUND
 Shares 15,347,542
 Cost $155,625,897
 .
   Market Value:                            0                0                0                0                0                0
 .
Due from Hartford Life                887,496                0                0        1,443,154           49,481        1,516,720
 Insurance Company
 .
Receivable from fund
 shares sold                                2          242,016           57,896                1                1                0
TOTAL ASSETS                   $1,189,763,112     $446,818,021      $10,615,628   $2,096,428,678     $322,658,393     $280,136,075
LIABILITIES
Due to Hartford Life                        2          242,780           57,969                1                1                0
 Insurance Company
 .
Payable for fund                      889,020                0                0        1,445,844           49,508        1,529,544
 shares purchased
 .
TOTAL LIABILITIES                     889,022          242,780           57,969        1,445,845           49,509        1,529,544
 NET ASSETS (VARIABLE          $1,188,874,090     $446,575,241      $10,557,659   $2,094,982,833     $322,608,884     $278,606,531
 ANNUITY CONTRACT
 LIABILITIES)

</TABLE>




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

<PAGE>

<TABLE>
<CAPTION>


December 31, 1995             U.S. Government      New               Money        Utilities          Diversified
                              and High             Opportunities     Market       Growth and         Income Fund
                              Quality Bond         Fund              Fund         Income Fund        Sub-Account
                              Fund                 Sub-Account       Sub-Account  Sub-Account
                              Sub-Account

<S>                           <C>                  <C>               <C>          <C>                <C>
ASSETS
Investments:
 .
PCM VOYAGER FUND
 Shares 38,979,528
 Cost $765,706,007
 .
 Market Value:                   $          0     $          0     $          0     $          0     $          0
 .
PCM GLOBAL GROWTH FUND
 Shares 29,418,709
 Cost $364,270,097
 .
 Market Value:                              0                0                0                0                0
 .
PCM ASIA PACIFIC GROWTH FUND
 Shares 1,032,036
 Cost $10,315,625
 .
 Market Value:                              0                0                0                0                0
 .
PCM GROWTH AND INCOME FUND
 Shares 97,577,342
 Cost $1,574,120,024
 .
 Market Value:                              0                0                0                0                0
 .
PCM GLOBAL ASSET ALLOCATION FUND
 Shares 19,975,784
 Cost $252,178,290
 .
 Market Value:                              0                0                0                0                0
 .
PCM HIGH YIELD FUND
 Shares 22,523,796
 Cost $248,243,947
 .
 Market Value:                              0                0                0                0                0
 .
PCM U.S. GOVERNMENT AND
HIGH QUALITY BOND FUND
 Shares 40,964,872
 Cost $489,468,596
 .
 Market Value:                    562,857,344                0                0                0                0
 .
PCM NEW OPPORTUNITIES FUND
 Shares 15,552,682
 Cost $196,209,968
 .
 Market Value:                              0      243,088,411                0                0                0
 .
PCM MONEY MARKET FUND
 Shares 148,904,898
 Cost $148,904,898
 .
 Market Value:                              0                0      148,904,897                0                0
 .
PCM UTILITIES GROWTH & INCOME FUND
 Shares 24,283,972
 Cost $275,875,576
 .
 Market Value:                              0                0                0      322,491,144                0
 .
PCM DIVERSIFIED INCOME FUND
 Shares 15,347,542
 Cost $155,625,897
 .
 Market Value:                              0                0                0                0      169,283,385
 .
Due from Hartford Life Insurance
 Company                              123,822          983,300                0          179,710          147,712
 .
Receivable from fund shares sold            0                1        1,356,180                0                0
TOTAL ASSETS                     $562,981,166     $244,071,712     $150,261,077     $322,670,854     $169,431,097
LIABILITIES
Due to Hartford Life                        0                1        1,356,373                0                0
 Insurance
 Company
 .
Payable for fund shares purchased     124,661          986,212                0          176,551          147,041
 .
TOTAL LIABILITIES                     124,661          986,213        1,356,373          176,551          147,041
NET ASSETS (VARIABLE             $562,856,505     $243,085,499     $148,904,704     $322,494,303     $169,284,056
 ANNUITY CONTRACT
 LIABILITIES)

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


<PAGE>


<TABLE>
<CAPTION>

PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY

Statement of Operations






For the period            Voyager            Global               Asia           Growth             Global Asset      High Yield
from inception,           Fund               Growth               Pacific        and Income         Allocation        Fund
January 10, 1995,         Sub-Account        Fund                 Growth         Fund               Fund              Sub-Account
to December 31, 1995                         Sub-Account          Fund           Sub-Account        Sub-Account
                                                                  Sub-Account*

<S>                       <C>                <C>                  <C>            <C>                <C>               <C>
INVESTMENT
 INCOME:
  Dividends                $     30           $    91             $   0           $   387            $  192            $  916
 .
 Net investment                  30                91                 0               387               192               916
  income (loss)
 .
 Capital gains                  224               170                 0               100                 0                 0
  income
 .
NET REALIZED AND
 UNREALIZED GAIN
 (LOSS) ON
 INVESTMENTS:

 .
 Net realized gain              379                31              (36)                18               134                83
  (loss) on
  security
  transactions
 .
 Net unrealized             129,891            24,935             1,006           192,416            14,176             8,329
  appreciation
  (depreciation) of
  investments
  during
  the period
 .
 Net gains                  130,270            24,966               970           192,434            14,310             8,412
  (losses) on
  investments
NET INCREASE               $130,524           $25,227              $970          $192,921           $14,502            $9,328
 (DECREASE) IN NET
 ASSETS RESULTING
 FROM OPERATIONS:

</TABLE>


<TABLE>
<CAPTION>

For the period              U.S. Government  New                Money            Utilities           Diversified
from inception,             and High         Opportunities      Market           Growth and          Income
January 10, 1995,           Quality          Fund               Fund             Income Fund         Fund
to December 31, 1995        Bond Fund        Sub-Account        Sub-Account      Sub-Account         Sub-Account
                            Sub-Account

<S>                         <C>              <C>                  <C>            <C>                <C>
INVESTMENT
 INCOME:

 Dividends                 $    696           $     1           $44,306             $ 543             $ 521
 .
 Net investment                 696                 1            44,306               543               521
  income (loss)
 .
 Capital gains                    0                31                 0                 0                 0
  income
 .
NET REALIZED AND
 UNREALIZED GAIN
 (LOSS) ON
 INVESTMENTS:

 .
 Net realized gain               99             (213)                 0               516               679
  (loss) on
  security
  transactions
 .
 Net unrealized              11,545           150,716                 0            25,411             5,068
  appreciation
  (depreciation) of
  investments
  during
  the period
 .
 Net gains                   11,644           150,503                 0            25,927             5,747
  (losses) on
  investments
NET INCREASE                $12,340          $150,535           $44,306           $26,470            $6,268
 (DECREASE) IN NET
 ASSETS RESULTING
 FROM OPERATIONS:


</TABLE>


*From inception, May 1, 1995, to December 31, 1995.












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

<PAGE>

<TABLE>
<CAPTION>


PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- ITT HARTFORD LIFE &
ANNUITY INSURANCE COMPANY

Statement of Changes in Net Assets









For the Period from            Voyager             Global             Asia Pacific   Growth              Global Asset   High Yield
inception, January 10,         Fund                Growth             Growth Fund    and Income          Allocation     Fund
1995 to                        Sub-                Fund               Sub-           Fund                Fund           Sub-
December 31, 1995              Account             Sub-               Account*       Sub-                Sub-           Account
                                                   Account                           Account             Account

<S>                            <C>                 <C>                <C>            <C>                 <C>            <C>
OPERATIONS:
 Net investment                $      30           $    91            $    0          $    387           $   192         $     916
 income (loss)
 .
 Capital gains income                224               170                 0               100                 0                 0
 .
 Net realized gain (loss)             379                31              (36)                18               134                83
  on security
  transactions
 .
 Net unrealized                  129,891            24,935             1,006           192,416            14,176             8,329
  appreciation
  (depreciation) of
  investments during
  the period
 .
 Net increase (decrease)         130,524            25,227               970           192,921            14,502             9,328
  in net assets resulting
  from operations
 .
UNIT TRANSACTIONS:

 Purchases                             0                 0                 0                 0                 0                 0
 .
 Net transfers                 1,365,625           527,767            52,584         2,340,814           215,112           268,388
 .
 Surrenders                     (21,100)          (14,119)          (10,314)          (23,281)          (13,604)          (12,554)
 .
 Loan withdrawals                      0                 0                 0                 0                 0                 0
 .
 Cost of insurance               (2,654)             (849)              (37)           (4,246)             (516)             (334)
 .
 Net increase (decrease)       1,341,871           512,799            42,233         2,313,287           200,992           255,500
  in net assets resulting
  from unit transactions
 .
 Total increase (decrease)     1,472,395           538,026            43,203         2,506,208           215,494           264,828
  in net assets
 .
NET ASSETS:
 Beginning of period                   0                 0                 0                 0                 0                 0
 END OF PERIOD                $1,472,395          $538,026           $43,203        $2,506,208          $215,494          $264,828

</TABLE>


<TABLE>
<CAPTION>

For the Period from            U.S. Government     New               Money           Utilities           Diversified
inception, January 10,         and High            Opportunities     Market          Growth and          Income
1995 to                        Quality             Fund              Fund            Income Fund         Fund
December 31, 1995              Bond Fund           Sub-Account       Sub-            Sub-                Sub-
                               Sub-Account                           Account         Account             Account

<S>                            <C>                 <C>               <C>             <C>                 <C>
OPERATIONS:
 Net investment                $     696           $     1           $44,306         $     543           $   521
 income (loss)
 .
 Capital gains income                  0                31                 0                 0                 0
 .
 Net realized gain (loss)              99             (213)                 0               516               679
  on security
  transactions
 .
 Net unrealized                   11,545           150,716                 0            25,411             5,068
  appreciation
  (depreciation) of
  investments during
  the period
 .
 Net increase (decrease)          12,340           150,535            44,306            26,470             6,268
  in net assets resulting
  from operations
 .
UNIT TRANSACTIONS:

 Purchases                             0                 0        10,030,006                 0                 0
 .
 Net transfers                   238,607         1,436,274       (6,734,538)           287,063           112,303
 .
 Surrenders                     (13,066)          (21,087)          (30,724)          (14,542)          (12,286)
 .
 Loan withdrawals                      0                 0         (457,482)                 0                 0
 .
 Cost of insurance                 (443)           (2,506)          (10,286)             (654)             (204)
 .
 Net increase (decrease)         225,098         1,412,681         2,796,976           271,867            99,813
  in net assets resulting
  from unit transactions
 .
 Total increase (decrease)       237,438         1,563,216         2,841,282           298,337           106,081
  in net assets
 .
NET ASSETS:

 Beginning of period                   0                 0                 0                 0                 0
 END OF PERIOD                  $237,438        $1,563,216        $2,841,282          $298,337          $106,081

</TABLE>


*From inception, May 1, 1995, to December 31, 1995.






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


<PAGE>

1.   ORGANIZATION:
Putnam Capital Manager Trust 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 commenced operations on January 10, 1995. The Account invests deposits
by Variable annuity contractholders of the Company in various mutual funds (the
Funds) as directed by the contractholders.

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 Funds is 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 principle 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.
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- ITT HARTFORD LIFE &
ANNUITY INSURANCE COMPANY

Notes to Financial Statements
December 31, 1995


<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 is incorporated
               by reference to Post Effective Amendment No. 2, to the
               Registration Statement File No. 33-83652 dated May 1, 1995.

     (A2)      Not Applicable.

     (A3a)     Principal Underwriting Agreement is incorporated herein.

     (A3b)     Forms of Selling Agreements is incorporated herein.

     (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.

     (A9)      Not Applicable.
<PAGE>

     (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
<PAGE>

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 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 - PUTNAM CAPITAL MANAGER TRUST
                              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 6.     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 7.     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 8.     The minimum amount of stated capital with which the
                    corporation shall commence business is One Thousand Dollars
                    ($1,000.00).

    

   

     Section 9.     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.

   
4.   The term of existence of the corporation shall be perpetual.
    
   
Dated at Simsbury, Connecticut this 30 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

                                        /s/ Lowndes A. Smith
                                        -----------------------------
                                        Lowndes A. Smith, President



/s/ Lynda Godkin
- ----------------------------------------
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-

   
                                  ARTICLE X

                             Term of Existence

SECTION 1.   The term of existence of the corporation shall be perpetual.
    

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. 33-83652
     ------------------------------------------------------------

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. 33-83652 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
       
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</TABLE>


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