SEPARATE ACCOUNT FIVE OF ITT HARTFORD LIFE & ANNUITY INS CO
485BPOS, 1998-09-29
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<PAGE>

   
   As filed with the Securities and Exchange Commission on September 29, 1998
    

                                                             File No. 33-83650

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

   
                          POST-EFFECTIVE AMENDMENT NO. 7
                                    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:   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 complete address of agent for service:

          Marianne O'Doherty, Esq.
          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 September 30, 1998 pursuant to paragraph (b) of Rule 485
          ___    60 days after filing pursuant to paragraph (a)(1) of Rule 485
          ___    on ____________, 1998 pursuant to paragraph (a)(1) of Rule 485
          ___    this post-effective amendment designates a new effective date
                 for a previously filed post-effective amendment.
    

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. 

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

G.        Amount of filing fee:  Not applicable.

H.        Approximate date of proposed public offering:  As soon as practicable
          after the effective date of this registration statement.

<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.             Hartford Life and Annuity Insurance Company;
                    Distribution of the  Policies

     5.             Summary - The Separate Account and the Funds; 
                    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 - Funds; The  Policy -
                    Application for a  Policy;  Policy Benefits and Rights;
                    Other Matters - Voting Rights, Dividends

     11.            Summary; The Separate Account - Funds

     12.            Summary; The Separate Account - Funds

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

     14.            The  Policy - Application for a  Policy
   
     15.            The  Policy - Allocation of Premiums
    
   
     16.            The Separate Account - Funds;  The  Policy - Allocation
                    of Premiums
    
   
     17.            Summary;  Policy Benefits and Rights - Account Value,
                    Amount Payable on Surrender of the  Policy, Cancellation and
                    Exchange Rights
    

<PAGE>

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

     18.            The Separate Account - Funds; Deduction and Charges;
                    Federal Tax Considerations
   
     19.            Other Matters - Statements to Policy Owners
    
     20.            Not applicable

     21.            Policy Benefits and Rights - Policy Loans

     22.            Not applicable

     23.            Safekeeping of Separate Account's Assets

     24.            Other Matters - Assignment

     25.            Hartford Life and Annuity Insurance Company

     26.            Not applicable

     27.            Hartford Life and Annuity Insurance Company

     28.            Hartford Life and Annuity Insurance Company

     29.            Hartford Life and Annuity Insurance Company

     30.            Not applicable

     31.            Not applicable

     32.            Not applicable

     33.            Not applicable

     34.            Not applicable

     35.            Distribution of the Policies

     36.            Not required by Form S-6

     37.            Not applicable

     38.            Distribution of the Policies

<PAGE>

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

     39.            Hartford Life and Annuity Insurance Company; 
                    Distribution of the  Policies

     40.            Not applicable

     41.            Hartford Life and Annuity Insurance Company; 
                    Distribution of the  Policies

     42.            Not applicable

     43.            Not applicable
   
     44.            The  Policy - Allocation of Premiums
    
     45.            Not applicable

     46.            Policy Benefits and Rights - Account Value

     47.            The Separate Account - Portfolio

     48.            Cover Page;   Hartford Life and Annuity Insurance Company

     49.            Not applicable

     50.            The Separate Account - General

     51.            Summary;   Hartford Life and Annuity Insurance Company;  The
                    Policy;  Policy 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>


                                     PART I

<PAGE>
 
                                 DIRECTOR LIFE
                     MODIFIED SINGLE PREMIUM VARIABLE LIFE
                              INSURANCE POLICIES
                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                 P.O. BOX 2999
                       HARTFORD, CONNECTICUT 06104-2999
[LOGO]                     TELEPHONE: 1-800-231-5453
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This Prospectus describes Director Life, a modified single premium variable life
insurance policy ("Policy" or "Policies") offered to applicants age 90 and under
by Hartford Life and Annuity Insurance Company ("Hartford"). The Policy lets the
Policy Owner pay a single premium and, subject to restrictions, additional
premiums.
 
   
The Policy is a modified endowment contract for federal income tax purposes,
except in certain cases described under "Federal Tax Considerations," page 24. 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 Hartford will accept is $10,000. The
initial premium will be allocated to Hartford Money Market Fund. After the right
to cancel period has expired, the amount so allocated will be transferred to the
Funds specified in the Policy Owner's application.
 
The following Sub-Accounts are available under the Policies. Opposite each
Sub-Account is the name of the underlying investment for that Sub-Account.
 
   
<TABLE>
<S>                                           <C>  <C>
Advisers Fund Sub-Account                     --   shares of Class IA of Hartford Advisers HLS Fund, Inc.
                                                   ("Hartford Advisers Fund")
Bond Fund Sub-Account                         --   shares of Class IA of Hartford Bond HLS Fund, Inc.
                                                   ("Hartford Bond Fund")
Capital Appreciation Fund Sub-Account         --   shares of Class IA of Hartford Capital Appreciation HLS
                                                   Fund, Inc. ("Hartford Capital Appreciation Fund")
Dividend and Growth Fund Sub-Account          --   shares of Class IA of Hartford Dividend and Growth HLS
                                                   Fund, Inc. ("Hartford Dividend and Growth Fund")
Global Leaders Fund Sub-Account               --   shares of Class IA of Hartford Global Leaders HLS Fund,
                                                   Inc. ("Hartford Global Leaders Fund")
Growth and Income Fund Sub-Account            --   shares of Class IA of Hartford Growth and Income HLS Fund,
                                                   Inc. ("Hartford Growth and Income Fund")
High Yield Fund Sub-Account                   --   shares of Class IA of Hartford High Yield HLS Fund, Inc.
                                                   ("Hartford High Yield Fund")
Index Fund Sub-Account                        --   shares of Class IA of Hartford Index HLS Fund, Inc.
                                                   ("Hartford Index Fund")
International Advisers Fund Sub-Account       --   shares of Class IA of Hartford International Advisers HLS
                                                   Fund, Inc. ("Hartford International Advisers Fund")
International Opportunities Fund Sub-Account  --   shares of Class IA of Hartford International Opportunities
                                                   HLS Fund, Inc. ("Hartford International Opportunities
                                                   Fund")
MidCap Fund Sub-Account                       --   shares of Class IA of Hartford MidCap HLS Fund, Inc.
                                                   ("Hartford MidCap Fund")
Money Market Fund Sub-Account                 --   shares of Class IA of Hartford Money Market HLS Fund, Inc.
                                                   ("Hartford Money Market Fund")
Mortgage Securities Fund Sub-Account          --   shares of Class IA of Hartford Mortgage Securities HLS
                                                   Fund, Inc. ("Hartford Mortgage Securities Fund")
Small Company Fund Sub-Account                --   shares of Class IA of Hartford Small Company HLS Fund,
                                                   Inc. ("Hartford Small Company Fund")
Stock Fund Sub-Account                        --   shares of Class IA of Hartford Stock HLS Fund, Inc.
                                                   ("Hartford Stock Fund")
</TABLE>
    
 
There is no guaranteed minimum Account Value for a Policy. The Account Value of
a Policy will vary up or down to reflect the investment experience of the Funds
to which premiums have been allocated. The Policy Owner bears the investment
risk for all amounts so allocated. The Policy continues in effect while the Cash
Surrender Value is sufficient to pay the monthly charges under the Policy
("Deduction Amount"). The Policy 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 Policies provide for a Face Amount, which is the minimum death benefit under
the Policy. The Death Benefit may be greater than the Face Amount. The Account
<PAGE>
Value will, and under certain circumstances the Death Benefit of the Policy may,
increase or decrease based on the investment experience of the Funds to which
premiums have been allocated. However, while the Policy is in force, the Death
Benefit will never be less than the Face Amount. At the death of the Insured,
Hartford will pay the Death Proceeds to the beneficiary. The Death Proceeds
equal the Death Benefit less any Indebtedness under the Policy.
 
- --------------------------------------------------------------------------------
 
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.
- --------------------------------------------------------------------------------
 
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.
- --------------------------------------------------------------------------------
 
   
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. THIS PROSPECTUS AND OTHER INFORMATION ABOUT THE SEPARATE
ACCOUNT REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CAN BE
FOUND IN THE COMMISSION'S WEB SITE (HTTP://WWW.SEC.GOV).
    
- --------------------------------------------------------------------------------
   
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 30, 1998.
    
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    3
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 <S>                                                                     <C>
 SPECIAL TERMS.........................................................    5
 SUMMARY...............................................................    6
 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY...........................    8
 THE SEPARATE ACCOUNT..................................................    8
   General.............................................................    8
   Funds...............................................................    9
   Investment Adviser..................................................   10
 THE POLICY............................................................   10
   Application for a Policy............................................   10
   Premiums............................................................   11
   Allocation of Premiums..............................................   11
   Accumulation Unit Values............................................   11
 DEDUCTIONS AND CHARGES................................................   12
   Monthly Deductions..................................................   12
   Annual Maintenance Fee..............................................   13
   Taxes Charged Against the Separate Account..........................   13
   Charges Against the Funds...........................................   13
   Contingent Deferred Sales Charge....................................   13
   Premium Tax Charge..................................................   13
 POLICY BENEFITS AND RIGHTS............................................   13
   Death Benefit.......................................................   13
   Account Value.......................................................   14
   Transfer of Account Value...........................................   14
   Policy Loans........................................................   15
   Amount Payable on Surrender of the Policy...........................   15
   Partial Withdrawals.................................................   15
   Benefits at Maturity................................................   16
   Lapse and Reinstatement.............................................   16
   Cancellation and Exchange Rights....................................   16
   Suspension of Valuation, Payments and Transfers.....................   16
 LAST SURVIVOR POLICIES................................................   16
 OTHER MATTERS.........................................................   17
   Voting Rights.......................................................   17
   Statements to Policy Owners.........................................   17
   Limit on Right to Contest...........................................   17
   Misstatement as to Age and Sex......................................   17
   Payment Options.....................................................   17
   Beneficiary.........................................................   19
   Assignment..........................................................   19
   Dividends...........................................................   19
 EXECUTIVE OFFICERS AND DIRECTORS......................................   19
 DISTRIBUTION OF THE POLICIES..........................................   23
 SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS..........................   24
 FEDERAL TAX CONSIDERATIONS............................................   24
   General.............................................................   24
   Taxation of Hartford and the Separate Account.......................   24
   Income Taxation of Policy Benefits..................................   24
   Last Survivor Policies..............................................   25
   Modified Endowment Contracts........................................   25
   Estate and Generation Skipping Taxes................................   25
   Diversification Requirements........................................   25
   Ownership of the Assets in the Separate Account.....................   26
   Life Insurance Purchased for Use in Split Dollar Arrangements.......   26
</TABLE>
    
<PAGE>
 
4                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 <S>                                                                     <C>
   Federal Income Tax Withholding......................................   26
   Non-Individual Ownership of Policies................................   26
   Other...............................................................   27
   Life Insurance Purchases by Nonresident Aliens and Foreign
    Corporations.......................................................   27
 LEGAL PROCEEDINGS.....................................................   27
 LEGAL MATTERS.........................................................   27
 YEAR 2000.............................................................   27
 EXPERTS...............................................................   28
 REGISTRATION STATEMENT................................................   28
 APPENDIX A ILLUSTRATIONS OF BENEFITS..................................   29
</TABLE>
    
 
                THE POLICIES MAY NOT BE AVAILABLE IN ALL STATES.
 
    THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER OR OTHER PERSON IS AUTHORIZED
TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    5
- --------------------------------------------------------------------------------
 
                                 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 Policy.
 
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
Policy Year is the greater of 10% of premiums or 100% of cumulative earnings
(Account Value less premiums paid).
 
CASH VALUE: The Account Value less any applicable contingent deferred sales
charges and premium tax charge due upon surrender.
 
CASH SURRENDER VALUE: The Cash Value less all Indebtedness.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
POLICY ANNIVERSARY: The yearly anniversary of the Policy Date.
 
POLICY DATE: A date not later than three business days after receipt of the
initial premium at Hartford's Home Office.
 
POLICY OWNER: The person having rights to benefits under the Policy during the
lifetime of the Insured; the Policy Owner may or may not be the Insured.
 
POLICY YEARS: Annual periods computed from the Policy Date.
 
COVERAGE AMOUNT: The Death Benefit less the Account Value.
 
DEATH BENEFIT: The greater of (1) the Face Amount specified in the Policy or (2)
the Account Value on the date of death multiplied by a stated percentage as
specified in the Policy.
 
DEATH PROCEEDS: The amount that Hartford will pay on the death of the Insured.
This equals the Death Benefit less any Indebtedness.
 
DEDUCTION AMOUNT: A deduction on the Policy 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 Policy Date, the initial Face Amount is the amount shown on
the Policy's Specifications page. Thereafter, the Face Amount is reduced by any
partial withdrawals.
 
FUNDS: The registered investment management companies in which assets of the
Separate Account may be invested.
 
GUIDELINE SINGLE PREMIUM: The "Guideline Single Premium" as defined in Section
7702 of the Code.
 
HOME OFFICE: Currently located at 200 Hopmeadow Street, Simsbury, Connecticut;
however, the mailing address is P.O. Box 2999, Hartford, Connecticut 06104-2999.
 
INDEBTEDNESS: All monies owed to Hartford by the Policy Owner. These monies
include all outstanding loans on the Policy, including any interest due or
accrued Deduction Amount or annual maintenance fee.
 
INSURED: The person on whose life the Policy is issued.
 
LOAN ACCOUNT: An account in 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 Policy. Monthly Activity Dates occur on
the same day of the month as the Policy Date.
 
SEPARATE ACCOUNT: Separate Account Five, an account established by Hartford to
separate the assets funding the Policies from other assets of Hartford.
 
SUB-ACCOUNT: The subdivisions of the Separate Account used to allocate a Policy
Owner's Account Value, less Indebtedness, among the Funds.
 
VALUATION DAY: Every day the New York Stock Exchange is open for trading. The
value of the Separate Account is determined at the close of the New York Stock
Exchange (generally 4:00 p.m. Eastern Time) on such days.
 
VALUATION PERIOD: The period between the close of business on successive
Valuation Days
<PAGE>
6                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                                    SUMMARY
 
                                  THE POLICIES
    The Policies are life insurance contracts with death benefits, cash values
and other traditional life insurance features. The Policies 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 Policies are
credited with units ("Accumulation Units") to calculate cash values. The Policy
Owner may transfer the cash values among the Funds.
 
   
    The Policies can be issued on either a single life or "last survivor" basis.
For a discussion of how last survivor Policies operate differently from single
life Policies, see "Last Survivor Policies," page 16.
    
 
                       THE SEPARATE ACCOUNT AND THE FUNDS
    Separate Account Five ("Separate Account") funds the variable life insurance
Policies offered by this Prospectus. Hartford established the Separate Account
pursuant to Connecticut insurance law and organized as a unit invest-
 
   
ment trust registered under the Investment Company Act of 1940. The Policies
currently offer 15 sub-accounts ("Sub-Accounts"), each investing exclusively in
a Fund. If an initial premium is submitted with an application for a Policy, it
will be allocated, within three business days of receipt at Hartford's Home
Office, to Hartford Money Market Fund. After the expiration of the right to
cancel period, the values in Hartford Money Market Fund will be allocated to one
or more of the Funds as specified in the Policy Owner's application. See "The
Policy -- Allocation of Premiums," page 11.
    
 
   
    Currently, the Funds are Hartford Advisers Fund, Hartford Bond Fund,
Hartford Capital Appreciation Fund, Hartford Dividend and Growth Fund, Hartford
Global Leaders Fund, Hartford Growth and Income Fund, Hartford High Yield Fund,
Hartford Index Fund, Hartford International Advisers Fund, Hartford
International Opportunities Fund, Hartford MidCap Fund, Hartford Mortgage
Securities Fund, Hartford Small Company Fund, Hartford Stock Fund, and Hartford
Money Market Fund. Applicants should read the Funds prospectus accompanying this
Prospectus in connection with the purchase of a Policy. The investment
objectives of the Funds are as set forth in "The Separate Account," page 8.
    
 
                         ANNUAL FUND OPERATING EXPENSES
                        (as a percentage of net assets)
 
   
<TABLE>
<CAPTION>
                                                    MANAGEMENT
                                                       FEES      OTHER EXPENSES
                                                     (ABSENT       (ABSENT ANY      TOTAL FUND
                                                     ANY FEE         EXPENSE        OPERATING
                                                     WAIVERS)    REIMBURSEMENTS)   EXPENSES (1)
                                                    ----------   ---------------   ------------
<S>                                                 <C>          <C>               <C>
Hartford Bond Fund................................    0.505%         0.017%           0.522%
Hartford Stock Fund...............................    0.458%         0.013%           0.471%
Hartford Money Market Fund........................    0.450%         0.017%           0.467%
Hartford Advisers Fund............................    0.635%         0.014%           0.648%
Hartford Capital Appreciation Fund................    0.641%         0.015%           0.656%
Hartford Mortgage Securities Fund.................    0.450%         0.030%           0.480%
Hartford Index Fund...............................    0.400%         0.015%           0.415%
Hartford International Opportunities Fund.........    0.699%         0.081%           0.780%
Hartford Dividend & Growth Fund...................    0.662%         0.011%           0.673%
Hartford International Advisers Fund..............    0.775%         0.094%           0.869%
Hartford MidCap Fund..............................    0.775%         0.071%           0.846%
Hartford Small Company Fund.......................    0.772%         0.017%           0.789%
Hartford Growth and Income Fund (2)...............    0.750%         0.150%           0.900%
Hartford Global Leaders Fund (2)..................    0.750%         0.200%           0.950%
Hartford High Yield Fund (2)......................    0.750%         0.150%           0.900%
</TABLE>
    
 
- ---------
(1) Management Fees generally represent the fees paid to the investment adviser
    or its affiliates for investment and administrative services provided. Other
    Expenses are expenses (other than Management Fees) which are deducted from
    the fund including legal, accounting and custodian fees. For a complete
    description of the nature of the services provided in consideration of the
    operating expenses deducted, please see the Fund prospectus.
   
(2) Hartford Global Leaders Fund, Hartford High Yield Fund, and Hartford Growth
    and Income Fund are new Funds. "Total Fund Operating Expenses" are based on
    annualized estimates of such expenses to be incurred in the current fiscal
    year. HL Investment Advisors, Inc. has agreed to waive its fees for these
    until the assets of the Funds (excluding assets contributed by companies
    affiliated with HL Investment Advisors, Inc.) reach $20 million. After this
    waiver, the Management Fee and Total Fund Operating Expenses would be:
    
 
   
<TABLE>
<CAPTION>
                                                                                                              TOTAL FUND
                                                                                        MANAGEMENT FEES   OPERATING EXPENSES
                                                                                        ----------------  ------------------
<S>                                                                                     <C>               <C>
Hartford Growth and Income Fund.......................................................         0.200%             0.350%
Hartford Global Leaders Fund..........................................................         0.200%             0.400%
Hartford High Yield Fund..............................................................         0.200%             0.350%
</TABLE>
    
 
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    7
- --------------------------------------------------------------------------------
 
   
    The investment manager for all the Funds is HL Investment Advisors, Inc., an
affiliate of Hartford. HL Investment Advisors, Inc. retains a sub-investment
adviser with respect to some of the Funds, and has entered into an investment
services agreement with respect to some of the Funds. See "The Separate
Account," page 8.
    
 
                                    PREMIUMS
 
    The Policy permits the Policy Owner to pay a large single premium and,
subject to restrictions, additional premiums. The Policy Owner may choose a
minimum initial premium of 80%, 90% or 100% of the Guideline Single Premium
(based on the Face Amount). Under current underwriting rules, which are subject
to change, applicants between the ages of 45 and 80 who pay an initial premium
of 100% of the Guideline Single Premium are eligible for simplified underwriting
without a medical examination if they meet simplified underwriting standards as
evidenced in their responses in the application. For Policy Owners who pay an
initial premium of 80% or 90% of the Guideline Single Premium or who are below
age 45 or above age 80, standard underwriting applies, except that substandard
underwriting applies only in those cases that represent substandard risks
according to customary underwriting guidelines. Additional premiums are allowed
if they do not cause the Policy to fail to meet the definition of a life
insurance contract under Section 7702 of the Code. Hartford may require evidence
of insurability for any additional premiums which increase the Coverage Amount.
Generally, the minimum initial premium Hartford will accept is $10,000. Hartford
may accept less than $10,000 under certain circumstances. No premium will be
accepted which does not meet the tax qualification guidelines for life insurance
under the Code.
 
                             DEDUCTIONS AND CHARGES
 
   
    On the Policy Date and on each Monthly Activity Date, 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 Policy. 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 Hartford's anticipated mortality costs. In addition, Hartford
will deduct monthly from the Account Value a tax expense charge equal to an
annual rate of 0.40% for the first ten Policy Years. This charge compensates
Hartford for premium taxes imposed by various states and local jurisdictions and
for the cost of capitalization of certain policy acquisition expenses under
Section 848 of the Code. The tax expense charge includes a premium tax deduction
of 0.25% and Section 848 costs of 0.15%. The premium tax deduction represents an
average premium tax of 2.5% of premiums over ten years. Hartford will deduct
from the Account Value attributable to the Separate Account a monthly
administrative charge equal to an annual rate of 0.25%. This charge compensates
Hartford for administrative expenses incurred in the administration of the
Separate Account and the Policies. 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 Hartford assumes in
relation to the variable portion of the Policies. If the Cash Surrender Value is
not sufficient to cover a Deduction Amount due on any Monthly Activity Date the
Policy may lapse. See "Deductions and Charges -- Monthly Deductions," page 12,
and "Policy Benefits and Rights -- Lapse and Reinstatement," page 16.
    
 
   
    If the Account Value on a Policy Anniversary is less than $50,000, Hartford
will deduct on such date an annual maintenance fee of $30. This fee will help
reimburse Hartford for administrative and maintenance costs of the Policies. See
"Deductions and Charges -- Annual Maintenance Fee," page 13.
    
 
   
    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 24.
    
 
    Applicants should review the Funds prospectus accompanying this Prospectus
for a description of the charges assessed against the assets of the Funds.
 
   
    Upon surrender of the Policy and partial withdrawals in excess of the Annual
Withdrawal Amount, a contingent deferred sales charge may be assessed. In Policy
Years 1 through 3, this charge is 7.5% of surrendered Account Value attributable
to premiums paid. In Policy Years 4 through 5, this charge is 6%. In Policy
Years 6 through 7, this charge is 4%. In Policy Years 8 through 9, this charge
is 2%. After the ninth Policy Year, there is no charge. The contingent deferred
sales charge is imposed to cover a portion of the sales expense incurred by
Hartford in distributing the Policies. 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 Policy 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 Policy or a
partial withdrawal, see "Federal Tax Considerations," page 24.
    
<PAGE>
8                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                                 DEATH BENEFIT
 
   
    The Policies provide for a Face Amount which is the minimum Death Benefit
under the Policy. The Death Benefit may be greater than the Face Amount. At the
death of the Insured, Hartford will pay the Death Proceeds to the beneficiary.
The Death Proceeds equal the Death Benefit less any Indebtedness under the
Policy. See "Policy Benefits and Rights -- Death Benefit," page 13.
    
 
                                 ACCOUNT VALUE
 
   
    The Account Value will increase or decrease to reflect the investment
experience of the Funds applicable to the Policy and deductions for the monthly
Deduction Amount. There is no minimum guaranteed Account Value and the Policy
Owner bears the risk of the investment in the Funds. See "Policy Benefits and
Rights -- Account Value," page 14.
    
 
                                  POLICY LOANS
   
    A Policy Owner may obtain one or both of two types of cash loans from
Hartford. Both types of loans are secured by the Policy. At the time a loan is
requested, the aggregate amount of all loans (including the currently applied
for loan) may not exceed 90% of Cash Value. See "Policy Benefits and Rights --
Policy Loans," page 15.
    
 
                                     LAPSE
 
   
    Under certain circumstances a Policy may terminate if the Cash Surrender
Value on any Monthly Activity Date is less than the required Monthly Deduction
Amount. Hartford will give written notice to the Policy Owner and a 61-day grace
period during which additional amounts may be paid to continue the Policy. See
"Policy Benefits and Rights -- Policy Loans," page 15, and "Lapse and
Reinstatement," page 16.
    
 
                        CANCELLATION AND EXCHANGE RIGHTS
 
    An applicant has a limited right to return his or her Policy for
cancellation. If the applicant returns the Policy, by mail or hand delivery, to
Hartford or to the agent who sold the Policy, to be cancelled within ten days
after receipt of the Policy to the applicant (in certain cases, this free-look
period is longer), Hartford will return to the applicant, within seven days
thereafter, the greater of the premiums paid for the Policy or the sum of (1)
the Account Value on the date the returned Policy is received by Hartford or its
agent and (2) any deductions under the Policy or by the Funds for taxes, charges
or fees.
   
    In addition, once the Policy 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 "Policy
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 Policy beneficiary. The Policies generally will be
treated as modified endowment contracts. This status does not affect the
Policies' 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 Policy (generally, the excess of Account Value over
premiums paid) and may be subject to a 10% penalty tax. See "Federal Tax
Considerations," page 24.
    
 
                           HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
 
    Hartford Life and Annuity Insurance Company ("Hartford") is a stock life
insurance company engaged in the business of writing life insurance and
annuities, both individual and group, in all states of the United States and the
District of Columbia, except New York. Effective on January 1, 1998, Hartford's
name changed from ITT Hartford Life and Annuity Insurance Company to Hartford
Life and Annuity Insurance Company. Hartford was originally incorporated under
the laws of Wisconsin on January 9, 1956, and was subsequently redomiciled to
Connecticut. Its offices are located in Simsbury, Connecticut; however, its
mailing address is P.O. Box 2999, Hartford, CT 06104-2999. Hartford is a
subsidiary of Hartford Fire Insurance Company, one of the largest multiple lines
insurance carriers in the United States. Hartford is ultimately controlled by
The Hartford Financial Services Group, Inc., a Delaware corporation.
 
    Hartford is rated A+ (superior) by A.M. Best and Company, Inc., on the basis
of its financial soundness and operating performance. Hartford is rated AA by
Standard & Poor's and AA+ by Duff and Phelps on the basis of its claims paying
ability. These ratings do not apply to the investment performance of the
Sub-Accounts. The ratings apply to Hartford's ability to meet its insurance
obligations, including those described in this Prospectus.
 
                              THE SEPARATE ACCOUNT
 
                                    GENERAL
 
    Separate Account Five ("Separate Account") is a separate account of Hartford
established on August 17, 1994 pursuant to the insurance laws of the State of
Connecticut
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    9
- --------------------------------------------------------------------------------
 
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 Policy Owners and persons entitled to payments under the
Policies. The assets of the Separate Account are not chargeable with liabilities
arising out of any other business which Hartford may conduct.
 
                                   THE FUNDS
 
    The assets of each Sub-Account are invested exclusively in one of the Funds.
A Policy Owner may allocate premiums among the Funds. Policy Owners should
review the following brief descriptions of the investment objectives of the
Funds in connection with that allocation. There is no assurance that any of the
Funds will achieve its stated objectives. Policy Owners are also advised to read
the Funds prospectus accompanying this Prospectus for more detailed information.
 
 HARTFORD ADVISERS FUND
 
    Seeks maximum long-term total rate of return by investing in common stocks
and other equity securities, bonds and other debt securities, and money market
instruments.
 
 HARTFORD BOND FUND
 
    Seeks maximum current income consistent with preservation of capital by
investing primarily in fixed-income securities. Up to 20% of the total assets of
this Fund may be invested in debt securities rated in the highest category below
investment grade ("Ba" by Moody's Investor Services, Inc. or "BB" by Standard &
Poor's) or, if unrated, are determined to be of comparable quality by the Fund's
investment adviser. Securities rated below investment grade are commonly
referred to as "high yield-high risk securities" or "junk bonds." For more
information concerning the risks associated with investing in such securities,
please refer to the section in the accompanying prospectus for the Funds
entitled "Hartford Bond Fund, Inc. -- Investment Policies."
 
 HARTFORD CAPITAL APPRECIATION FUND
 
    Seeks growth of capital by investing in equity securities selected solely on
the basis of potential for capital appreciation.
 
 HARTFORD DIVIDEND AND GROWTH FUND
 
    Seeks a high level of current income consistent with growth of capital and
reasonable investment risk.
 
   
 HARTFORD GLOBAL LEADERS FUND
    
 
   
    Seeks growth of capital by investing primarily in equity securities issued
by U.S. companies and non-U.S. companies.
    
 
 HARTFORD GROWTH AND INCOME FUND
 
    Seeks growth of capital and current income by investing primarily in equity
securities with earnings growth potential and steady or rising dividends.
 
   
 HARTFORD HIGH YIELD FUND
    
 
   
    Seeks high current income by investing in non-investment grade fixed-income
securities. Growth of capital is a secondary objective.
    
 
 HARTFORD INDEX FUND
 
    Seeks to provide investment results which approximate the price and yield
performance of publicly-traded common stocks in the aggregate, as represented by
the Standard & Poor's 500 Composite Stock Price Index.*
 
 HARTFORD INTERNATIONAL ADVISERS FUND
 
    Seeks maximum long-term total return consistent with prudent investment risk
by investing in a portfolio of equity, debt and money market securities.
Securities in which the Fund invests primarily will be denominated in non-U.S.
currencies and will be traded in non-U.S. markets.
 
 HARTFORD INTERNATIONAL OPPORTUNITIES FUND
 
    Seeks growth of capital by investing primarily in equity securities issued
by non-U.S. companies.
 
 HARTFORD MIDCAP FUND
 
    Seeks to achieve long-term capital growth through capital appreciation by
investing primarily in equity securities.
 
 HARTFORD MORTGAGE SECURITIES FUND
 
    Seeks maximum current income consistent with safety of principal and
maintenance of liquidity by investing primarily in mortgage-related securities,
including securities issued by the Government National Mortgage Association.
 
 HARTFORD SMALL COMPANY FUND
 
    Seeks growth of capital by investing primarily in equity securities selected
on the basis of potential for capital appreciation.
 
 HARTFORD STOCK FUND
 
    Seeks long-term growth by investing primarily in equity securities.
 
* "STANDARD & POOR'S-REGISTERED TRADEMARK-," "S&P-REGISTERED TRADEMARK-," "S&P
  500-REGISTERED TRADEMARK-," "STANDARD & POOR'S 500," AND "500" ARE TRADEMARKS
  OF THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED FOR USE BY HARTFORD.
  THE INDEX FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD &
  POOR'S AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE
  ADVISABILITY OF INVESTING IN THE INDEX FUND.
<PAGE>
10                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
 HARTFORD MONEY MARKET FUND
 
    Seeks maximum current income consistent with liquidity and preservation of
capital.
 
    All of the Funds are organized as corporations under the laws of the State
of Maryland and are registered as diversified open-end management companies
under the Investment Company Act of 1940. Each Fund continually issues an
unlimited number of full and fractional shares of beneficial interest in the
Fund. Such shares are offered to separate accounts, including the Separate
Account, established by Hartford or one of its affiliated companies specifically
to fund the Policies and other contracts issued by Hartford or its affiliates,
as permitted by the Investment Company Act of 1940.
 
    It is conceivable that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Funds simultaneously. Although neither Hartford nor the Funds
currently foresee any such disadvantages either to variable life insurance or
variable annuity contract owners, the Funds' Board of Directors intends to
monitor events in order to identify any material conflicts between variable life
and variable annuity contract owners and to determine what action, if any,
should be taken in response thereto. If the Board of Directors were to conclude
that separate funds should be established for variable life and variable annuity
separate accounts, Hartford will bear the attendant expenses.
 
    All investment income of, and other distributions to, each Sub-Account
arising from the applicable Fund are reinvested in shares of that Fund at net
asset value. The income and both realized gains or losses on the assets of each
Sub-Account are therefore separate and are credited to or charged against the
Sub-Account without regard to income, gains or losses from any other Sub-Account
or from any other business of Hartford. Hartford will purchase shares in the
Funds in connection with premiums allocated to the applicable Sub-Account in
accordance with Policy Owners' directions and will redeem shares in the Funds to
meet Policy obligations or make adjustments in reserves, if any. The Funds are
required to redeem Fund shares at net asset value and to make payment within
seven days.
 
    Hartford reserves the right, subject to compliance with the law as then in
effect, to make additions to, deletions from or substitutions for the Separate
Account and its Sub-Accounts which fund the Policies. If shares of any of the
Funds should no longer be available for investment, or if, in the judgment of
Hartford's management, further investment in shares of any Fund should become
inappropriate in view of the purposes of the Policies, Hartford may substitute
shares of another Fund for shares already purchased, or to be purchased in the
future, under the Policies. No substitution of securities will take place
without notice to and consent of Policy Owners and without prior approval of the
Securities and Exchange Commission to the extent required by the Investment
Company Act of 1940. Subject to Policy Owner approval, Hartford also reserves
the right to end the registration under the Investment Company Act of 1940 of
the Separate Account or any other separate accounts of which it is the depositor
and which may fund the Policies.
 
    Each Fund is subject to investment restrictions which may not be changed
without the approval of a majority of the shareholders of the Fund. See the
Funds prospectus accompanying this Prospectus.
 
                               INVESTMENT ADVISER
 
    All of the Funds are sponsored by Hartford and are incorporated under the
laws of the State of Maryland. HL Investment Advisors, Inc. ("HL Advisors")
serves as the investment manager to each of the Hartford Funds.
 
   
    Wellington Management Company, LLP ("Wellington Management") serves as
sub-investment adviser for Hartford Advisers Fund, Hartford Capital Appreciation
Fund, Hartford Dividend and Growth Fund, Hartford Global Leaders Fund, Hartford
Growth and Income Fund, Hartford International Advisers Fund, Hartford
International Opportunities Fund, Hartford MidCap Fund, Hartford Small Company
Fund and Hartford Stock Fund.
    
 
   
    In addition, HL Advisors has entered an investment services agreement with
Hartford Investment Management Company, Inc. ("HIMCO"), pursuant to which HIMCO
will provide certain investment services to Hartford Bond Fund, Hartford High
Yield Fund, Hartford Index Fund, Hartford Mortgage Securities Fund and Hartford
Money Market Fund.
    
 
    A full description of the Funds, their investment policies and restrictions,
risks, charges and expenses and all other aspects of their operation is
contained in the accompanying Funds' prospectus which should be read in
conjunction with this Prospectus before investing and in the Funds' Statement of
Additional Information which may be ordered from Hartford. The Funds may not be
available in all states.
 
                                   THE POLICY
 
                            APPLICATION FOR A POLICY
 
    Individuals wishing to purchase a Policy must submit an application to
Hartford. A Policy will be issued only on the lives of Insureds age 90 and under
who supply evidence of insurability satisfactory to Hartford. Acceptance is
subject to Hartford's underwriting rules and Hartford reserves the right to
reject an application for any reason. IF AN APPLICATION FOR A CONTRACT IS
REJECTED, THEN
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   11
- --------------------------------------------------------------------------------
 
YOUR INITIAL PREMIUM WILL BE RETURNED ALONG WITH AN ADDITIONAL AMOUNT FOR
INTEREST, BASED ON THE CURRENT RATE BEING CREDITED BY HARTFORD. No change in the
terms or conditions of a Policy will be made without the consent of the Policy
Owner.
 
    The Policy will be effective on the Policy Date only after Hartford has
received all outstanding delivery requirements and received the initial premium.
The Policy Date is the date used to determine all future cyclical transactions
on the Policy, e.g., Monthly Activity Date, Policy Months and Policy Years. The
Policy Date may be prior to, or the same as, the date the Policy is issued
("Issue Date").
 
    If the Coverage Amount is over the current limits established by Hartford,
the initial payment will not be accepted with the application. In other cases
where Hartford receives the initial payment with the application, Hartford 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 Policy delivery Hartford will require a sufficient
payment to place the insurance in force.
 
                                    PREMIUMS
 
    The Policy permits the Policy Owner to pay a large single premium and,
subject to restrictions, additional premiums. The Policy Owner may choose a
minimum initial premium of 80%, 90% or 100% of the Guideline Single Premium
(based on the Face Amount). Under current underwriting rules (which are subject
to change), applicants between ages 45 and 80 who pay an initial premium of 100%
of the Guideline Single Premium (subject to then current premium limits) are
eligible for simplified underwriting without a medical examination if they meet
simplified underwriting standards as evidenced in their responses in the
application. For Policy Owners who pay an initial premium of 80% or 90% of the
Guideline Single Premium or who are below age 45 or above age 80, standard
underwriting applies, except that substandard underwriting applies only in those
cases that represent substandard risks according to customary underwriting
guidelines. Additional premiums are allowed if they do not cause the Policy to
fail to meet the definition of a life insurance contract under Section 7702 of
the Code. Hartford may require evidence of insurability for any additional
premiums which increase the Coverage Amount. Generally, the minimum initial
premium Hartford will accept is $10,000. Hartford may accept less than $10,000
under certain circumstances. No premium will be accepted which does not meet the
tax qualification guidelines for life insurance under the Code.
 
                             ALLOCATION OF PREMIUMS
 
    Within three business days of receipt of a completed application and the
initial premium at Hartford's Home Office, Hartford will allocate the entire
premium to Hartford Money Market Fund. After the expiration of the right to
cancel period the Account Value in Hartford Money Market Fund will be allocated
among the Funds in whole percentages to purchase Accumulation Units in the
applicable Sub-Accounts as the Policy 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 Policy 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 Policy (including the initial allocation to
Hartford 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 Funds
prospectus accompanying 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
Policy. See also, "Policy Benefits and Rights -- Account Value," page 14.
    
 
    All valuations in connection with a Policy, e.g., with respect to
determining Account Value and Cash Surrender Value and in connection with Policy
Loans, or calculation of Death Benefits, or with respect to determining the
number of Accumulation Units to be credited to a Policy with each premium, other
than the initial premium, will be made on the date the request or payment is
received by Hartford at its Home Office if such date is a Valuation Day;
otherwise such
<PAGE>
12                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
determination will be made on the next succeeding date which is a Valuation Day.
 
                             DEDUCTIONS AND CHARGES
 
                               MONTHLY DEDUCTIONS
 
   
    On the Policy Date, and on each Monthly Activity Date after the Policy Date,
Hartford will deduct an amount ("Deduction Amount") to cover charges and
expenses incurred in connection with a Policy. Each monthly Deduction Amount
will be deducted pro rata from each Sub-Account attributable to the Policy such
that the proportion of Account Value of the Policy 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 Policy may lapse.
See "Policy 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 Hartford's
anticipated mortality costs for standard and substandard risks. Current cost of
insurance rates are lower after the tenth Policy 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 Policy 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 Policy; however, 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 Policy Date and then on each Monthly
Activity Date. On such days, it is the Face Amount less the Account Value
subject to a Minimum Coverage Amount. The Coverage Amount remains level between
the Monthly Activity Dates.
 
    The Coverage Amount may be adjusted to continue to qualify the Policies 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
Policy 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
Policy Month is $75,000. (For an explanation of the Death Benefit, see "Policy
Benefits and Rights -- Death Benefit," page 13.)
    
 
    Because the Account Value and, as a result, the Coverage Amount under a
Policy may vary from month to month, the cost of insurance charge may also vary
on each Monthly Activity Date.
 
    TAX EXPENSE CHARGE -- Hartford will deduct monthly from the Account Value a
tax expense charge equal to an annual rate of 0.40% for the first ten Policy
Years. This charge compensates Hartford for premium taxes imposed by various
states and local jurisdictions and for the cost of capitalization of certain
policy acquisition expenses under Section 848 of the Code. The charge includes a
premium tax deduction of 0.25% and Section 848 costs of 0.15%. The 0.25% premium
tax deduction over ten Policy Years approximates 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, Hartford does not expect to make a profit from this deduction. The
0.15% charge helps reimburse Hartford for approximate expenses incurred from
federal taxes under Section 848 of the Code. The federal tax deduction is a
factor Hartford must use when computing the maximum sales load chargeable under
Securities and Exchange Commission rules.
 
    ADMINISTRATIVE CHARGE -- Hartford will deduct monthly from the Account Value
attributable to the Separate
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   13
- --------------------------------------------------------------------------------
 
Account an administrative charge equal to an annual rate of 0.25%. This charge
compensates Hartford for administrative expenses incurred in the administration
of the Separate Account and the Policies.
 
    MORTALITY AND EXPENSE RISK CHARGE -- 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 Hartford assumes in
relation to the variable portion of the Policies. The mortality risk assumed is
that the cost of insurance charges specified in the Policy will be insufficient
to meet claims. 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 Hartford receives written notice of death. The expense
risk assumed is that expenses incurred in issuing and administering the Policies
will exceed the administrative charges set in the Policy. 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 Policies and the proceeds of the contingent deferred sales
charge. The mortality and expense risk charge is deducted while the Policy is in
force, including the duration of a payment option.
 
                             ANNUAL MAINTENANCE FEE
    If the Account Value on a Policy Anniversary is less than $50,000, Hartford
will deduct on such date an annual maintenance fee of $30. This fee will help
reimburse Hartford for administrative and maintenance costs of the Policies. The
sum of the monthly administrative charges and the annual maintenance fee will
not exceed the cost Hartford incurs in providing administrative services under
the Policies.
 
                   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. 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 Funds prospectus accompanying this Prospectus.
 
                        CONTINGENT DEFERRED SALES CHARGE
 
    Upon surrender of the Policy and partial withdrawals in excess of the Annual
Withdrawal Amount, a contingent deferred sales charge may be assessed. In Policy
Years 1 through 3, this charge is 7.5% of surrendered Account Value attributable
to premiums paid. In Policy Years 4 through 5, this charge is 6%. In Policy
Years 6 through 7, this charge is 4%. In Policy Years 8 through 9, this charge
is 2%. After the ninth Policy 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 Policy Years will be deemed first from premiums paid and then from
earnings. 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 Hartford in distributing the Policies. This expense
includes agents' commissions, advertising and the printing of prospectuses.
 
   
    See "Policy Benefits and Rights -- Amount Payable on Surrender of the
Policy," page 15.
    
 
                               PREMIUM TAX CHARGE
 
    During the first nine Policy Years, an additional premium tax charge will be
imposed on surrender or partial withdrawals. The additional premium tax charge
is shown below, as a percentage of Account Value, at the end of each Policy
Year:
 
<TABLE>
<CAPTION>
          POLICY
           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 Policy Year, no additional premium tax charge will be
imposed.
 
                           POLICY BENEFITS AND RIGHTS
 
                                 DEATH BENEFIT
 
    While in force, the Policy provides for the payment of the Death Proceeds to
the named beneficiary when the
<PAGE>
14                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
Insured under the Policy dies. The Death Proceeds payable to the beneficiary
equal the Death Benefit less any loans outstanding. The Death Benefit equals the
greater of (1) the Face Amount or (2) the Account Value multiplied by a
specified percentage. The percentages vary according to the attained age of the
Insured and are specified in the Policy. 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 Hartford 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 17.
    
 
                                 ACCOUNT VALUE
 
    The Account Value of a Policy 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 Policy is related to the net asset value
of the Funds to which premiums on the Policy have been allocated. The Account
Value on any Valuation Day is calculated by multiplying the number of
Accumulation Units credited to the Policy 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 Policy and the value
of the Loan Account. See "The Policy -- Accumulation Unit Values," page 11.
    
 
                           TRANSFER OF ACCOUNT VALUE
 
    While the Policy remains in effect, and subject to Hartford's transfer rules
then in effect, the Policy Owner may request that part or all of the Account
Value of a particular Sub-Account be transferred to other Sub-Accounts. Hartford
reserves the right to restrict the number of such transfers to no more than 12
per Policy 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 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. Hartford will employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine; otherwise, Hartford may be liable for any losses due to unauthorized or
fraudulent instructions. The procedures 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.
 
    It is the responsibility of the Policy Owner to verify the accuracy of all
confirmations of transfers and to promptly advise Hartford of any inaccuracies
within thirty (30) days of receipt of the confirmation. Hartford will send the
Policy Owner confirmation of the transfer within five (5) days from the date of
any instruction.
 
    Hartford may modify the right to reallocate Account Value among the
Sub-Accounts if Hartford determines, in its sole discretion, that the exercise
of that right by one or more Policy Owners is, or would be, to the disadvantage
of other Policy 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 Policy 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 Hartford considers to be disadvantageous to other Policy Owners.
 
    As a result of a transfer, the number of Accumulation Units credited to the
Sub-Account from which the transfer is made will be reduced by the number
obtained by dividing the amount transferred by the Accumulation Unit Value of
that Sub-Account on the Valuation Day 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   15
- --------------------------------------------------------------------------------
 
amount transferred by the Accumulation Unit Value of that Sub-Account on the
Valuation Day Hartford receives the transfer request.
 
                                  POLICY LOANS
 
    While the Policy is in effect, a Policy 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 Hartford. Both types
of loans are secured by the Policy. The aggregate loans (including the currently
applied for loan) may not exceed, at the time a loan is requested, 90% of the
Cash Value.
 
    The loan amount will be transferred pro rata from each Sub-Account
attributable to the Policy (unless the Policy Owner specifies otherwise) to the
Loan Account. The amounts allocated to the Loan Account will earn interest at a
rate of 4% per annum (6% for "Preferred Loans"). The amount of the Loan Account
that equals the difference between the Cash Value and the total of all premiums
paid under the Policy is considered a "Preferred Loan." For exchanges which take
place according to IRC Section 1035(a) that have an outstanding loan at the time
of transfer, the difference between the Account Value and the total of all
premiums paid under the Policy is considered a Preferred Loan. The loan interest
rate that 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. The proceeds of a loan will be delivered to the Policy Owner
within seven business days of Hartford's receipt of the loan request.
 
    If the aggregate outstanding loan(s) secured by the Policy exceeds the
Account Value of the Policy less any contingent deferred sales charges and due
and unpaid Deduction Amount, Hartford will give written notice to the Policy
Owner that, unless Hartford receives an additional payment within 61 days to
reduce the aggregate outstanding loan(s) secured by the Policy, the Policy may
lapse.
 
   
    All or any part of any loan secured by a Policy may be repaid while the
Policy 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 Policy 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 Policy
will be reinstated. See "Policy 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 the annual interest rate for
amounts held in the Loan Account, a Policy Owner's Account Value will not
increase as rapidly as it would have had no loan been made. If the Sub-Accounts
earn less than the annual interest rate for amounts held in the Loan Account,
the Policy 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 POLICY
 
   
    While the Policy is in effect, a Policy Owner may elect, without the consent
of the beneficiary (provided the designation of beneficiary is not irrevocable),
to fully surrender the Policy. Upon surrender, the Policy Owner will receive the
Cash Surrender Value determined as of the day Hartford receives the Policy
Owner's written request or the date requested by the Policy 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.
Hartford will pay the Cash Surrender Value of the Policy within seven days of
receipt by Hartford of the written request or on the effective surrender date
requested by the Policy Owner, whichever is later. The Policy will terminate on
the date of receipt of the written request, or the date the Policy Owner
requests the surrender to be effective, whichever is later. For a discussion of
the tax consequences of surrendering the Policy, see "Federal Tax
Considerations," page 24.
    
 
   
    If the Policy Owner chooses to apply the surrender proceeds to a payment
option (see "Other Matters -- Payment Options," page 17), the contingent
deferred sales charge will not be imposed to the surrender proceeds applied to
the option. In other words, the surrender proceeds will equal the Cash Surrender
Value without reduction for the contingent deferred sales charge. However, the
additional premium tax charge, if applicable, will be deducted from the
surrender proceeds to be applied, and amounts withdrawn from Option 1, Option 5
or Option 6 will be subject to the contingent deferred sales charge, if
applicable.
    
 
                              PARTIAL WITHDRAWALS
 
    While the Policy is in effect, a Policy 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 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 Policy Owner instructs otherwise. The Face Amount will
be reduced proportionate to the reduction in
<PAGE>
16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
the Account Value due to the partial withdrawal. 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," page 13, and "Deductions and Charges --
Premium Tax Charge," page 13. For a discussion of the tax consequences of
partial withdrawals, see "Federal Tax Considerations," page 24.
    
 
                              BENEFITS AT MATURITY
 
   
    If the Insured is living on the "Maturity Date" (the anniversary of the
Policy Date on which the Insured is age 100), on surrender of the Policy to
Hartford, Hartford will pay to the Policy Owner the Cash Surrender Value. In
such case, the Policy will terminate and Hartford will have no further
obligations under the Policy. (The Maturity Date may be extended by rider where
approved, but see "Federal Tax Considerations -- Income Taxation of Policy
Benefits," page 24.)
    
 
                            LAPSE AND REINSTATEMENT
 
    The Policy will remain in effect until the Cash Surrender Value is
insufficient to cover a Deduction Amount due on a Monthly Activity Date.
Hartford will notify the Policy 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 Policy will continue through the Grace Period, but if no additional
premium payment is made, it will terminate at the end of the Grace Period. If
the person insured under the Policy dies during the Grace Period, the Death
Proceeds payable under the Policy will be reduced by the Deduction Amount(s) due
and unpaid. See "Policy Benefits and Rights -- Death Benefit," page 13.
    
 
    If the Policy lapses, the Policy Owner may apply for reinstatement of the
Policy by payment of the reinstatement premium (and any applicable charges)
shown in the Policy. A request for reinstatement may be made within five years
of lapse. If a loan was outstanding at the time of lapse, Hartford will require
repayment of the loan before permitting reinstatement. In addition, Hartford
reserves the right to require evidence of insurability satisfactory to Hartford.
 
                        CANCELLATION AND EXCHANGE RIGHTS
 
    An applicant has a limited right to return a Policy for cancellation. If the
Policy is returned, by mail or personal delivery to Hartford or to the agent who
sold the Policy, to be canceled within ten days after delivery of the Policy to
the Policy Owner (a longer free-look period is provided in certain cases),
Hartford will return to the applicant, within seven days, the greater of
premiums paid for the Policy or the sum of (1) the Account Value on the date the
returned Policy is received by Hartford or its agent and (2) any deductions
under Policy or by the Funds for taxes, charges or fees.
 
    Once the Policy 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 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 Policy Owner, either the same Coverage Amount as
under the exchanged Policy 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 Policy. If a Policy loan was outstanding, the entire loan must be
repaid. There may be a cash adjustment required on the exchange.
 
                            SUSPENSION OF VALUATION,
                             PAYMENTS AND TRANSFERS
 
    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 Securities and Exchange
Commission has ordered that the right of surrender of the Policies be suspended
for the protection of Policy Owners, until such condition has ended.
 
                             LAST SURVIVOR POLICIES
 
    The Policies are offered on both a single life and a "last survivor" basis.
Policies 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 Policies 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. See the last survivor illustrations in "Appendix A,"
    page 29.
    
 
2.  To qualify for simplified underwriting under a last survivor Policy, both
    Insureds must meet the simplified underwriting standards.
 
3.  For a last survivor Policy to be reinstated, both Insureds must be alive on
    the date of reinstatement.
 
4.  The Policy provisions regarding misstatement of age or sex, suicide and
    incontestability apply to either Insured.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   17
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5.  Additional tax disclosures applicable to last survivor Policies are provided
    in "Federal Tax Considerations," page 24.
    
 
                                 OTHER MATTERS
 
                                 VOTING RIGHTS
 
    In accordance with its interpretation of presently applicable law, Hartford
will vote the shares of the Funds at regular and special meetings of the
shareholders of the Funds in accordance with instructions from Policy Owners (or
the assignee of the Policy, 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 Policy Owner is determined by dividing the Policy Owner's
interest in each Sub-Account by the net asset value of the applicable shares of
the Funds. Hartford will vote shares for which no instructions have been given
and shares which are not attributable to Policy Owners (i.e., shares owned by
Hartford) in the same proportion as it votes shares for which it has received
instructions. However, if the Investment Company Act of 1940 or any rule
promulgated thereunder should be amended, or if Hartford's present
interpretation should change and, as a result, 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 Policy Owner (or the assignee) in the Funds will
be determined as follows: Policy Owners may cast one vote for each full or
fractional Accumulation Unit owned under the Policy 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 Policy
Owner has taken a loan secured by the Policy, amounts transferred from the Sub-
Account(s) to the Loan Account in connection with the loan (see "Policy Benefits
and Rights -- Policy Loans," page 15) will not be considered in determining the
voting interests of the Policy Owner. Policy Owners should review the Funds
prospectus accompanying this Prospectus to determine matters on which
shareholders may vote.
    
 
    Hartford may, when required by state insurance regulatory authorities,
disregard Policy Owners' voting instructions if such instructions require that
the shares be voted so as to cause a change in the sub-classification or
investment objective of one or more of the Funds or to approve or disapprove an
investment advisory contract for the Funds.
 
    In addition, Hartford itself may disregard Policy Owners' voting
instructions in favor of changes initiated by a Policy Owner in the investment
policy or the investment adviser of the Funds if 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 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 Policy Owners.
 
                          STATEMENTS TO POLICY OWNERS
 
    Hartford will maintain all records relating to the Separate Account and the
Sub-Accounts. At least once each Policy Year, Hartford will send to Policy
Owners a statement showing the Coverage Amount and the Account Value of the
Policy (indicating the number of Accumulation Units credited to the Policy in
each Sub-Account and the corresponding Accumulation Unit Value) and any
outstanding loan secured by the Policy as of the date of the statement. The
statement will also show premium paid, and Deduction Amounts under the Policy
since the last statement, and any other information required by any applicable
law or regulation.
 
                           LIMIT ON RIGHT TO CONTEST
 
    Hartford may not contest the validity of the Policy after it has been in
effect during the Insured's lifetime for two years from the Issue Date. If the
Policy 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 two 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 Policy.
 
                                PAYMENT OPTIONS
 
    The surrender proceeds or Death Proceeds under the Policies may be paid in a
lump sum or may be applied to one of Hartford's payment options. The minimum
amount that may be applied under a payment option is $5,000, unless 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 Option 1 or Option 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.
 
    Hartford 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
<PAGE>
18                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
such times, the proceeds are not subject to the investment experience of the
Separate Account.
 
    The following options are available under the Policies (Hartford may offer
other payment options):
 
OPTION 1 -- Interest Income
 
    This option offers payments of interest, at the rate Hartford declares, 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 annuity payments if he died before the date of the third annuity payment,
etc.
 
OPTION 3 -- Life Annuity with 120, 180 or 240 Monthly Payments Certain
 
    This annuity option is an annuity payable monthly during the lifetime of the
payee with the provision that payments will be made for a minimum of 120, 180 or
240 months, as elected. If, at the death of the payee, payments have been made
for less than the minimum elected number of months, then the present value (as
of the date of the payee's death) of any remaining guaranteed payments will be
paid in one sum to the beneficiary or beneficiaries designated, unless other
provisions have been made and approved by 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 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 five 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 Policy as
determined by 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 Hartford.
 
    Option 5 is an option that does not involve life contingencies.
 
OPTION 6 -- Death Proceeds Remaining with Hartford
 
    Proceeds from the Death Benefit left with 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 Policy 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 Policy
contains variable payment annuity tables derived from the 1983a Individual
Annuity Mortality Table, with ages set back one year and with an assumed
investment rate ("A.I.R.") of 5% per annum. The total first monthly variable
annuity payment is determined by multiplying the proceeds value (expressed in
thousands of dollars) of a Sub-Account by the amount of the first monthly
payment per $1,000 of value obtained from the tables in the Policy.
 
    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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   19
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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 Hartford) which is
no less than the rate specified in the fixed payment annuity tables in the
Policy. The annuity payment will remain level for the duration of the annuity.
 
    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 Policy. The
Policy Owner may change the beneficiary (unless irrevocably named) during the
Insured's lifetime by written request to Hartford. If no beneficiary is living
when the Insured dies, the Death Proceeds will be paid to the Policy Owner if
living; otherwise to the Policy Owner's estate.
 
                                   ASSIGNMENT
 
    The Policy may be assigned as collateral for a loan or other obligation.
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 Policies.
 
                        EXECUTIVE OFFICERS AND DIRECTORS
 
   
<TABLE>
<CAPTION>
                                     POSITION WITH HARTFORD;              OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                    YEAR OF ELECTION                        FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
 -----------------------------  ---------------------------------  ----------------------------------------------------------------
 <S>                            <C>                                <C>
 Bossen, Wendell J., 64         Vice President, 1995**             Vice President (1992-Present), Hartford Life and Accident
                                                                     Insurance Company; Vice President (1992-Present), Hartford
                                                                     Life Insurance Company; President (1992-Present),
                                                                     International Corporate Marketing Group, Inc.
 Boyko, Gregory A., 46          Senior Vice President,             Vice President & Controller (1995-1997), Hartford; Director
                                Director, 1997 *                     (1997-Present); Senior Vice President, Chief Financial Officer
                                                                     & Treasurer (1997-Present); Vice President & Controller
                                                                     (1995-1997), Hartford Life and Accident Insurance Company;
                                                                     Director (1997-Present); Senior Vice President, Chief
                                                                     Financial Officer & Treasurer (1997-Present); Vice President
                                                                     and Controller (1995-1997), Hartford Life Insurance Company;
                                                                     Senior Vice President, Chief Financial Officer & Treasurer
                                                                     (1997-Present), Hartford Life, Inc.; Chief Financial Officer
                                                                     (1994-1995), IMG American Life; Senior Vice President
                                                                     (1992-1994), Connecticut Mutual Life Insurance Company.
 Cummins, Peter W., 60          Senior Vice President, 1997        Vice President (1993-1997), Hartford; Senior Vice President,
                                                                     (1997-Present); Vice President (1989-1997), Hartford Life and
                                                                     Accident Insurance Company; Senior Vice President
                                                                     (1997-Present); Vice President (1989-1997); Senior Vice
                                                                     President (1997-Present); Vice President (1989-1997), Hartford
                                                                     Life Insurance Company.
</TABLE>
    
<PAGE>
 
20                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                     POSITION WITH HARTFORD;              OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                    YEAR OF ELECTION                        FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
 -----------------------------  ---------------------------------  ----------------------------------------------------------------
 <S>                            <C>                                <C>
 de Raismes, Ann M., 47         Senior Vice President, 1997        Vice President (1994-1997), Hartford; Senior Vice President
                                Director of Human Resources, 1994    (1997-Present); Vice President (1994-1997); Assistant Vice
                                                                     President (1992-1994); Director of Human Resources
                                                                     (1991-Present), Hartford Life and Accident Insurance Company;
                                                                     Senior Vice President (1997-Present); Vice President
                                                                     (1994-1997); Assistant Vice President (1992-1994); Director of
                                                                     Human Resources (1991-Present), Hartford Life Insurance
                                                                     Company; Vice President, Human Resources (1997-Present),
                                                                     Hartford Life, Inc.
 Dooley, James R., 61           Vice President, 1993               Director, Information Services (1973-1997), Hartford Life
                                                                     Insurance Company.
 Fitch, Timothy M., 45          Vice President, 1995               Vice President (1995-Present); Actuary (1994-Present); Assistant
                                Actuary, 1997                        Vice President (1992-1995), Hartford Life and Accident
                                                                     Insurance Company; Vice President (1995-Present); Actuary
                                                                     (1994-Present); Assistant Vice President (1992-1995), Hartford
                                                                     Life Insurance Company.
 Foy, David T., 31              Senior Vice President, 1998        Vice President (1998), Assistant Vice President (1995-1998),
                                Treasurer, 1998                      Hartford; Senior Vice President (1998-Present), Assistant Vice
                                                                     President (1995-1998), Hartford Life Insurance Company.
 Garrett, J. Richard, 53        Vice President, 1994               Treasurer (1994-1997), Hartford; Vice President (1993-Present);
                                Assistant Treasurer, 1997            Assistant Treasurer (1997-Present); Treasurer (1984-1997),
                                                                     Hartford Life and Accident Insurance Company; Vice President,
                                                                     (1993-Present); Assistant Treasurer (1997-Present); Treasurer
                                                                     (1986-1997), Hartford Life Insurance Company; Vice President
                                                                     (1997-Present), Hartford Life, Inc.
 Gillette, Donald J., 52        Vice President, 1997               Assistant Vice President (1995-1997), Hartford; Assistant Vice
                                                                     President (1995-1997), Hartford Life and Accident Insurance
                                                                     Company; Assistant Vice President (1995-Present), Hartford
                                                                     Life Insurance Company.
 Ginnetti, John P., 52          Executive Vice President and       Senior Vice President - Individual Life and Annuity Division
                                Director, Asset Management           (1988-1994), Hartford; Director (1988-Present); Director
                                Services, 1994                       (1988-Present); Executive Vice President & Director, Asset
                                Director, 1988                       Management Services (1994-Present); Senior Vice President -
                                                                     Individual Life and Annuity Division (1988-1994), Hartford
                                                                     Life and Accident Insurance Company; Executive Vice President,
                                                                     Asset Management, Hartford Life, Inc. (1997-Present).
 Godfrey, III, William A., 41   Senior Vice President, 1997        Senior Vice President (1997- Present), Hartford; Senior Vice
                                                                     President (1997-Present), Hartford Life and Accident Insurance
                                                                     Company; Vice President Information Technology (1997-Present),
                                                                     Hartford Life, Inc.
</TABLE>
    
<PAGE>
 
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   21
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                     POSITION WITH HARTFORD;              OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                    YEAR OF ELECTION                        FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
 -----------------------------  ---------------------------------  ----------------------------------------------------------------
 <S>                            <C>                                <C>
 Godkin, Lynda, 44              Senior Vice President, 1997        Assistant General Counsel and Secretary (1994-1995), Hartford;
                                General Counsel, 1996                Director (1997-Present); Senior Vice President (1997-Present);
                                Corporate Secretary, 1996            General Counsel (1996-Present); Corporate Secretary
                                Director, 1997*                      (1995-Present); Associate General Counsel (1995-1996);
                                                                     Assistant General Counsel and Secretary (1994-1995); Counsel
                                                                     (1990-1994), Hartford Life and Accident Insurance Company;
                                                                     Senior Vice President (1997-Present); General Counsel
                                                                     (1996-Present); Corporate Secretary (1995-Present); Director
                                                                     (1997-Present); Associate General Counsel (1995-1996);
                                                                     Assistant General Counsel and Secretary (1994-1995); Counsel
                                                                     (1990-1994), Hartford Life Insurance Company; Vice President
                                                                     and General Counsel (1997-Present), Hartford Life, Inc.
 Grady, Lois W., 53             Senior Vice President, 1998        Vice President (1994-1998), Hartford; Senior Vice President
                                Vice President, 1994                 (1998-Present); Vice President (1993-1997); Assistant Vice
                                                                     President (1987-1993), Hartford Life and Accident Insurance
                                                                     Company; Senior Vice President (1998-Present); Vice President
                                                                     (1994-1997); Assistant Vice President (1987-1994), Hartford
                                                                     Life Insurance Company.
 Graham, Christopher, 47        Vice President, 1997
 Hunt, Mark E., 37              Vice President, 1998               Assistant Vice President (1997-1998), Hartford; Vice President
                                                                     (1998-Present), Hartford Life and Accident Insurance Company.
 Joyce, Stephen T., 39          Vice President, 1997               Assistant Vice President (1995-1997), Hartford; Assistant Vice
                                                                     President (1994-1997), Hartford Life and Accident Insurance
                                                                     Company; Vice President (1997-Present); Assistant Vice
                                                                     President (1994-1997), Hartford Life Insurance Company.
 Keeler, Michael D., 37         Vice President, 1998               Vice President (1998-Present); Hartford Life and Accident
                                                                     Insurance Company.
 Kerzner, Robert A., 46         Senior Vice President, 1998        Senior Vice President (1998-Present); Vice President
                                Vice President, 1997                 (1994-1998), Hartford; Senior Vice President (1998-Present);
                                                                     Vice President (1994-1997); Regional Vice President
                                                                     (1991-1994), Hartford Life Insurance Company.
 Levenson, David N., 31         Vice President, 1998               Assistant Vice President (1997-1998), Hartford.
 Malchodi, Jr., William B., 50  Vice President, 1994               Vice President (1994-Present); Director of Taxes (1992-1998),
                                                                     Hartford Life and Accident Insurance Company; Vice President
                                                                     (1994-Present); Director of Taxes (1991-1998), Hartford Life
                                                                     Insurance Company.
</TABLE>
<PAGE>
 
22                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                     POSITION WITH HARTFORD;              OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                    YEAR OF ELECTION                        FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
 -----------------------------  ---------------------------------  ----------------------------------------------------------------
 <S>                            <C>                                <C>
 Marra, Thomas M., 39           Executive Vice President, 1996     Senior Vice President (1993-1996); Director of Individual
                                Director, Individual Life and        Annuities (1991-1993), Hartford; Director (1994-Present);
                                Annuity Division, 1993               Executive Vice President (1995-Present); Director, Individual
                                Director, 1994*                      Life and Annuity Division (1994-Present); Senior Vice
                                                                     President (1994-1995); Vice President (1989-1994); Actuary
                                                                     (1987-1997), Hartford Life and Accident Insurance Company;
                                                                     Director (1994-Present); Executive Vice President
                                                                     (1995-Present); Director, Individual Life and Annuity Division
                                                                     (1994-Present); Senior Vice President (1994-1995); Vice
                                                                     President (1989-1994); Actuary (1987-1995), Hartford Life
                                                                     Insurance Company; Executive Vice President, Individual Life
                                                                     and Annuities (1997-Present), Hartford Life, Inc.
 Matthieson, Steven L., 53      Vice President, 1984               Director of New Business (1984-1997), Hartford.
 O'Halloran, C. Michael, 51     Vice President, 1997               Vice President (1997-Present), Hartford Life and Accident
                                                                     Insurance Company; Vice President (1997-Present), Hartford
                                                                     Life Insurance Company; Corporate Secretary (1997-Present),
                                                                     Hartford Life, Inc.; Senior Associate General Counsel
                                                                     (1988-Present), Director of Corporate Law (1994-Present), The
                                                                     Hartford Financial Services Group.
 Raymond, Craig R., 37          Senior Vice President, 1997        Vice President (1993-1997); Assistant Vice President
                                Chief Actuary, 1994                  (1992-1993); Actuary (1989-1994), Hartford; Senior Vice
                                                                     President (1997-Present); Chief Actuary (1995-Present); Vice
                                                                     President (1993-1997); Actuary (1990-1995), Hartford Life and
                                                                     Accident Insurance Company; Senior Vice President
                                                                     (1997-Present); Chief Actuary (1994-Present); Vice President
                                                                     (1993-1997); Assistant Vice President (1992-1993); Actuary
                                                                     (1989-1994), Hartford Life Insurance Company; Vice President
                                                                     and Chief Actuary (1997-Present), Hartford Life, Inc.
 Schrandt, David T., 50         Vice President, 1987               Treasurer (1987-1997); Controller (1987-1997), Hartford.
 Smith, Lowndes A., 58          President, 1989                    Chief Operating Officer (1989-1997), Hartford; Director
                                Chief Executive Officer, 1997        (1981-Present); President (1989-Present); Chief Executive
                                Director, 1985*                      Officer (1997-Present); Chief Operating Officer (1989-1997),
                                                                     Hartford Life and Accident Insurance Company; Director
                                                                     (1981-Present); President (1989-Present), Chief Executive
                                                                     Officer (1997-Present); Chief Operating Officer (1989-1997),
                                                                     Hartford Life Insurance Company; Chief Executive Officer and
                                                                     President and Director (1997-Present), Hartford Life, Inc.
</TABLE>
<PAGE>
 
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   23
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                     POSITION WITH HARTFORD;              OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                    YEAR OF ELECTION                        FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
 -----------------------------  ---------------------------------  ----------------------------------------------------------------
 <S>                            <C>                                <C>
 Welnicki, Raymond P., 49       Senior Vice President &            Vice President (1993-1994), Hartford; Director (1994-Present);
                                Director, Employee Benefit           Senior Vice President (1995-Present); Director, Employee
                                Division, 1994                       Benefit Division (1997-Present); Vice President (1993-1995),
                                Director, 1994*                      Hartford Life and Accident Insurance Company; Senior Vice
                                                                     President, Employee Benefits (1997-Present), Hartford Life,
                                                                     Inc.; Board of Directors, Ethix Corp.
 Welsh, Walter C., 51           Senior Vice President, 1997        Senior Vice President (1997-Present); Vice President
                                                                     (1994-1997); Assistant Vice President (1992-1995), Hartford
                                                                     Life and Accident Insurance Company; Senior Vice President
                                                                     (1997-Present); Vice President (1995-1997); Assistant Vice
                                                                     President (1992-1995), Hartford Life Insurance Company; Vice
                                                                     President, Government Affairs (1997-Present), Hartford Life,
                                                                     Inc.
 Zlatkus, Lizabeth H., 39       Senior Vice President, 1997        Vice President (1994-1997); Assistant Vice President
                                Director, 1994*                      (1992-1994), Hartford; Director (1994-Present); Senior Vice
                                                                     President (1997-Present); Vice President (1994-1997);
                                                                     Assistant Vice President (1992-1994), Hartford Life and
                                                                     Accident Insurance Company; Vice President, Group Life and
                                                                     Disability (1997-Present), Hartford Life, Inc.
 Znamierowski, David M., 38     Senior Vice President, 1997        Director (1998-Present); Senior Vice President (1997-Present),
                                Director, 1998                       Hartford Life and Accident Insurance Company; Director
                                                                     (1998-Present); Senior Vice President (1997-Present);
                                                                     Director, Risk Management Strategy (1996-Present); Vice
                                                                     President (1997), Hartford Life Insurance Company; Vice
                                                                     President, Investment Strategy (1997-Present), Hartford Life,
                                                                     Inc.; Vice President, Investment Strategy & Policy, Aetna Life
                                                                     and Casualty Company.
</TABLE>
 
- ---------
 
 * Denotes date of election to Board of Directors of Hartford.
 
** Affiliated Company of The Hartford Financial Services Group, Inc.
 
    Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.
 
                          DISTRIBUTION OF THE POLICIES
 
    Hartford intends to sell the Policies in all jurisdictions where it is
licensed to do business. The Policies will be sold by life insurance sales
representatives who represent Hartford and who are registered representatives of
Hartford Equity Sales Company, Inc. ("HESCO") or certain other independent,
registered broker-dealers. Any sales representative or employee will have been
qualified to sell variable life insurance contracts under applicable federal and
state laws. Each broker-dealer is registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 and all are members of the
National Association of Securities Dealers, Inc.
 
   
    Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account. Both
HESCO and HSD are affiliates of Hartford Life Insurance Company. The principal
business address of HESCO and HSD is the same as that of Hartford.
    
 
    The maximum sales commission payable to 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, Hartford may pay or
permit other promotional incentives, in cash or credit or other compensation.
Broker-dealers or financial institutions are compensated according
<PAGE>
24                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
to a schedule set forth by HSD and any applicable rules or regulations for
variable insurance compensation. Compensation is generally based on premium
payments made by policyholders or contract owners. This compensation is usually
paid from the sales charges described in this Prospectus.
 
    In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance products.
These payments, which may be different for different broker-dealers or financial
institutions, will be made by HSD, its affiliates or Hartford out of their own
assets and will not affect the amounts paid by the policyholders or contract
owners to purchase, hold or surrender variable insurance products.
 
    Hartford may provide information on various topics to Policy Owners and
prospective Policy 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
Policies 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 Hartford. The assets of the
Separate Account are kept physically segregated and held separate and apart from
the General Account of Hartford. 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 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 Hartford.
 
                           FEDERAL TAX CONSIDERATIONS
 
                                    GENERAL
 
    SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE POLICY OWNER INVOLVED, LEGAL AND TAX ADVICE MAY BE
NEEDED BY A PERSON, EMPLOYER OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A
POLICY DESCRIBED HEREIN.
 
    It should be understood that any detailed description of the federal income
tax consequences regarding the purchase of these Policies 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 Hartford 's understanding of existing Federal
income tax laws as they are currently interpreted.
 
                            TAXATION OF HARTFORD AND
                              THE SEPARATE ACCOUNT
 
   
    The Separate Account is taxed as a part of Hartford which is taxed as a life
insurance company under Subchapter L of the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under Subchapter M of 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 "Policy 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 Policy.
    
 
    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 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 POLICY BENEFITS
 
    For federal income tax purposes, the Policies 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 Policy Owner is generally not taxed on
increments in the contract value until the Policy is partially or completely
surrendered. Section 7702 limits the amount of premiums that may be invested in
a Policy that is treated as life insurance. Hartford intends to monitor premium
levels to assure compliance with the Section 7702 requirements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   25
- --------------------------------------------------------------------------------
 
    During the first fifteen Policy 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 Policy.
 
    The Maturity Date Extension Rider allows a Policy Owner to extend the
Maturity Date to the date of the Insured's death. If the Maturity Date of the
Policy is extended by rider, Hartford believes that the Policy 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 Policy 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 Policy Owner should consult a qualified tax adviser regarding the possible
adverse tax consequences resulting from an extension of the scheduled Maturity
Date.
 
                             LAST SURVIVOR POLICIES
 
    Although Hartford believes that the last survivor Policies 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
Policy does not meet the specified computational rules for the "seven-pay test"
under Section 7702A(c). Therefore, the Policy 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 Policy to be treated as a modified
endowment contract if no additional premiums are paid and there is no change in
the death benefit as the result of the exchange.
 
    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, loans, 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 Policy 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 Policy Owner's estate for purposes of federal estate tax if the last
surviving Insured owned the Policy. If the Policy Owner was not the last
surviving Insured, the fair market value of the Policy would be included in the
Policy Owner's estate upon the Policy 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.
 
    The federal estate tax is integrated with the federal gift tax under a
unified rate schedule and unified credit which shelters up to $625,000 (1998)
from the estate and gift tax. The Taxpayer Relief Act of 1997 gradually raises
the credit over the next eight years to $1,000,000. 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 Policy Owner (whether or not he or she is an Insured) transfers
ownership of the Policy 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 Policy. 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 Policy
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
<PAGE>
26                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
Department. If a Policy is not treated as a life insurance contract, the Policy
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, Hartford Life and Annuity Insurance Company may comply within a
reasonable period and avoid the taxation of policy income on an ongoing basis.
However, either Hartford Life and Annuity Insurance Company or the Policy Owner
must agree to pay the tax due for the period during which the diversification
requirements were not met.
 
    Hartford monitors the diversification of investments in the separate
accounts and tests for diversification as required by the Code. Hartford intends
to administer all contracts subject to the diversification requirements in a
manner that will maintain adequate diversification.
 
                           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 certain incidents of ownership
by the contract owner, such as the ability to select and control investments in
a separate account, will cause the contract owner to be treated as the owner of
the assets for tax purposes.
 
    Further, in the explanation to the temporary Section 817 diversification
regulations, the Treasury Department noted that the temporary regulations "do
not provide guidance concerning the circumstances in which investor control of
the investments of a segregated asset account may cause the investor, rather
than the insurance company, to be treated as the owner of the assets in the
account." The explanation further indicates that "the temporary regulations
provide that in appropriate cases a segregated asset account may include
multiple sub-accounts, but do not specify the extent to which policyholders may
direct their investments to particular sub-accounts without being treated as the
owners of the underlying assets. Guidance on this and other issues will be
provided in regulations or revenue rulings under section 817(d), relating to the
definition of variable contract." The final regulations issued under Section 817
did not provide guidance regarding investor control, and as of the date of this
Prospectus, no other such guidance has been issued. Further, Hartford does not
know if or in what form such guidance will be issued. In addition, although
regulations are generally issued with prospective effect, it is possible that
regulations may be issued with retroactive effect. Due to the lack of specific
guidance regarding the issue of investor control, there is necessarily some
uncertainty regarding whether a Policy Owner could be considered the owner of
the assets for tax purposes. Hartford reserves the right to modify the
contracts, as necessary, to prevent Policy 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 Policy Owner,
such amounts will be subject to federal income tax withholding and reporting,
pursuant to the Code.
 
                      NON-INDIVIDUAL OWNERSHIP OF POLICIES
 
    In certain circumstances, the Code limits the application of specific tax
advantages to individual owners of life insurance contracts. Prospective Policy
Owners which are not individuals should consult a qualified tax adviser to
determine the potential impact on the purchaser.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   27
- --------------------------------------------------------------------------------
 
                                     OTHER
 
    Federal estate tax, state and local estate, inheritance and other tax
consequences of ownership, or receipt of Policy proceeds depend on the
circumstances of each Policy 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 adviser
regarding U.S. state, and foreign taxation with respect to a life insurance
policy purchase.
 
                               LEGAL PROCEEDINGS
 
    There are no material legal proceedings pending to which the Separate
Account is a party.
 
                                 LEGAL MATTERS
 
    Legal matters in connection with the issue and sale of flexible premium
variable life insurance Policies described in this Prospectus and the
organization of Hartford, its authority to issue the Policies under Connecticut
law and the validity of the forms of the Policies under Connecticut law and
legal matters relating to the federal securities and income tax laws have been
passed on by Lynda Godkin, Senior Vice President, General Counsel and Corporate
Secretary of Hartford.
 
   
                                   YEAR 2000
    
 
   
    The Year 2000 issue relates to the ability or inability of computer systems
to properly process information and data containing or related to dates
beginning with the year 2000 and beyond. The Year 2000 issue exists because,
historically, many computer systems that are in use today were developed years
ago when a year was identified using a two-digit field rather than a four-digit
field. As information and data containing or related to the century date are
introduced to computer hardware, software and other systems, date sensitive
systems may recognize the year 2000 as 1900, or not at all, which may result in
computer systems processing information incorrectly. This, in turn, may
significantly and adversely affect the integrity and reliability of information
databases and may result in a wide variety of adverse consequences to a company.
In addition, Year 2000 problems that occur with third parties with which a
company does business, such as suppliers, computer vendors and others, may also
adversely affect any given company.
    
 
   
    As an insurance and financial services company, Hartford has thousands of
individual and business customers that have purchased or invested in insurance
policies, annuities, mutual funds and other financial products. Nearly all of
these policies and products contain date sensitive data, such as policy
expiration dates, birth dates, premium payments dates and the like. In addition,
Hartford has business relationships with numerous third parties that affect
virtually all aspects of its business, including, without limitation, suppliers,
computer hardware and software vendors, insurance agents and brokers, securities
broker-dealers and other distributors of financial products.
    
 
   
    Beginning in 1990, Hartford began working on making its computer systems
Year 2000 ready, either by installing new programs or by replacing systems. In
January 1998, Hartford commenced a company-wide program to further identify,
assess and remediate the impact of Year 2000 problems in all of Hartford's
business segments. Hartford currently anticipates that this internal program
will be substantially completed by the end of 1998, and testing of computer
systems will continue through 1999.
    
 
   
    In addition, as part of its Year 2000 program, Hartford is identifying third
parties with which it has significant business relations in order to attempt to
assess any potential impact on Hartford as a result of such third-party Year
2000 issues and remediation plans. Hartford currently anticipates that it will
substantially complete this evaluation by the end of 1998, and will conduct
systems testing with certain third parties through 1999. Hartford does not have
control over these third parties and, as a result, Hartford cannot currently
determine to what extent future operating results may be adversely affected by
the failure of these third parties to successfully address their Year 2000
issues. Hartford will continue to assess Year 2000 risk exposures related to its
own operations and its third-party relationships and is in the process of
developing contingency plans.
    
 
   
    The costs of addressing the Year 2000 issue that have been incurred through
the six months ended June 30, 1998 have not been material to Hartford's
financial condition or results of operations. Hartford will continue to incur
costs related to its Year 2000 efforts and does not anticipate that the costs to
be incurred will be material to its financial condition or results of
operations.
    
<PAGE>
28                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                                    EXPERTS
 
   
    The audited financial statements included in this registration statement
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
Reference is made to the report on the statutory financial statements of
Hartford Life and Annuity Insurance Company (formerly ITT Hartford Life and
Annuity Insurance Company) which states the statutory financial statements are
presented in accordance with statutory accounting practices prescribed or
permitted by the National Association of Insurance Commissioners and the State
of Connecticut Insurance Department, and are not presented in accordance with
generally accepted accounting principles. The principal business address of
Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.
    
 
    The hypothetical Policy illustrations included in this Prospectus and the
registration statement with respect to the Separate Account have been approved
by Michael Winterfield, FSA, MAAA, Assistant Vice President and Director,
Individual Annuity Product Management, for 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, Hartford, and the Policies.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   29
- --------------------------------------------------------------------------------
 
                                   APPENDIX A
                           ILLUSTRATIONS OF BENEFITS
 
    The tables in Appendix A illustrate the way in which a Policy 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 Policy. The illustrations for the last survivor Policy 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 Policy 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 Policy
Years. They would also differ if any Policy loan were made during the period of
time illustrated.
 
    The tables reflect the deductions of current Policy charges and guaranteed
Policy 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 Policy Year take into account an average daily charge equal to an annual
charge of 0.60% of the average daily net assets of the Funds for investment
advisory and administrative services fees. The gross annual investment return
rates of 0%, 6% and 12% on the Fund's assets are equal to net annual investment
return rates (net of the annual charge of 0.60% described above) of -0.60%,
5.40% and 11.40%, respectively.
 
    In addition, the death benefit and surrender value as of the end of each
Policy Year take into account the (1) tax expense charge equal to an annual rate
of 0.40% of Account Value for the first ten Policy Years; (2) administrative
charge equal to an annual rate of 0.25% of Account Value attributable to the
Separate Account; (3) mortality and expense risk charge equal to an annual rate
of 0.90% of Account Value attributable to the Separate Account; and (4) any
Contingent Deferred Sales Charge and premium tax charge which may be applicable
in the first nine Policy Years.
 
   
    The hypothetical returns shown in the tables are without any tax charges
that may be attributable to the Separate Account in the future. In order to
produce after tax returns of 0%, 6%, and 12%, the Separate Account would have to
earn a sufficient amount in excess of 0% or 6% or 12% to cover any tax charges
(see "Deductions and Charges -- Taxes Charged Against the Separate Account,"
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.
 
    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. Hartford will also
furnish an additional similar illustration reflecting current cost of insurance
rates which may be less than, but never greater than, the guaranteed cost of
insurance rates.
<PAGE>
30                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE: 45 MALE
                          INITIAL FACE AMOUNT: $40,161
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
 
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  POLICY    AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,865          9,870       40,161      10,787        9,794       40,161
      2         11,025          11,807         10,821       40,161      11,642       10,660       40,161
      3         11,576          12,834         11,859       40,161      12,573       11,603       40,161
      4         12,155          13,952         13,143       40,161      13,587       12,784       40,161
      5         12,763          15,172         14,382       40,161      14,693       13,909       40,161
 
      6         13,401          16,501         15,936       40,161      15,899       15,340       40,161
      7         14,071          17,948         17,414       40,161      17,216       16,687       40,161
      8         14,775          19,526         19,229       40,161      18,655       18,361       40,161
      9         15,513          21,246         20,993       40,161      20,228       19,978       40,161
     10         16,289          23,120         23,120       40,161      21,952       21,952       40,161
 
     11         17,103          25,288         25,288       40,161      23,941       23,941       40,161
     12         17,959          27,663         27,663       40,388      26,140       26,140       40,161
     13         18,856          30,264         30,264       42,975      28,575       28,575       40,577
     14         19,799          33,116         33,116       45,701      31,264       31,264       43,145
     15         20,789          36,246         36,246       48,570      34,217       34,217       45,851
 
     16         21,829          39,682         39,682       51,587      37,459       37,459       48,697
     17         22,920          43,443         43,443       55,607      41,007       41,007       52,490
     18         24,066          47,559         47,559       59,924      44,891       44,891       56,563
     19         25,270          52,064         52,064       64,560      49,141       49,141       60,936
     20         26,533          57,030         57,030       69,577      53,796       53,796       65,631
 
     25         33,864          89,881         89,881      104,262      84,682       84,682       98,231
     35         55,160         223,447        223,447      236,855     210,220      210,220      222,834
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   31
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE: 45 MALE
                          INITIAL FACE AMOUNT: $40,161
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                      CURRENT CHARGES*                  GUARANTEED CHARGES**
               PREMIUMS      ----------------------------------   --------------------------------
  END OF     ACCUMULATED                     CASH                               CASH
  POLICY    AT 5% INTEREST     ACCOUNT     SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
   YEAR        PER YEAR         VALUE        VALUE     BENEFIT      VALUE       VALUE     BENEFIT
  -------   --------------   -----------   ---------   --------   ---------   ---------   --------
  <S>       <C>              <C>           <C>         <C>        <C>         <C>         <C>
      1         10,500         10,279         9,298     40,161      10,201       9,222     40,161
      2         11,025         10,568         9,606     40,161      10,399       9,441     40,161
      3         11,576         10,865         9,925     40,161      10,593       9,658     40,161
      4         12,155         11,171        10,403     40,161      10,782      10,021     40,161
      5         12,763         11,487        10,743     40,161      10,965      10,228     40,161
 
      6         13,401         11,812        11,294     40,161      11,140      10,628     40,161
      7         14,071         12,148        11,657     40,161      11,304      10,819     40,161
      8         14,775         12,494        12,232     40,161      11,454      11,197     40,161
      9         15,513         12,851        12,619     40,161      11,589      11,360     40,161
     10         16,289         13,219        13,219     40,161      11,703      11,703     40,161
 
     11         17,103         13,667        13,667     40,161      11,844      11,844     40,161
     12         17,959         14,131        14,131     40,161      11,963      11,963     40,161
     13         18,856         14,611        14,611     40,161      12,058      12,058     40,161
     14         19,799         15,109        15,109     40,161      12,125      12,125     40,161
     15         20,789         15,625        15,625     40,161      12,159      12,159     40,161
 
     16         21,829         16,160        16,160     40,161      12,156      12,156     40,161
     17         22,920         16,715        16,715     40,161      12,108      12,108     40,161
     18         24,066         17,289        17,289     40,161      12,005      12,005     40,161
     19         25,270         17,884        17,884     40,161      11,839      11,839     40,161
     20         26,533         18,501        18,501     40,161      11,598      11,598     40,161
 
     25         33,864         21,395        21,395     40,161       8,813       8,813     40,161
     35         55,160         30,942        30,942     40,161          --          --         --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
32                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE: 45 MALE
                          INITIAL FACE AMOUNT: $40,161
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
               PREMIUMS      --------------------------------   ------------------------------
  END OF     ACCUMULATED                    CASH                             CASH
  POLICY    AT 5% INTEREST    ACCOUNT     SURRENDER   DEATH     ACCOUNT    SURRENDER   DEATH
   YEAR        PER YEAR        VALUE       VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  -------   --------------   ----------   --------   --------   --------   --------   --------
  <S>       <C>              <C>          <C>        <C>        <C>        <C>        <C>
      1         10,500         9,694        8,726     40,161      9,616      8,649     40,161
      2         11,025         9,397        8,459     40,161      9,226      8,291     40,161
      3         11,576         9,108        8,199     40,161      8,829      7,925     40,161
      4         12,155         8,827        9,095     40,161      8,426      7,699     40,161
      5         12,763         8,554        7,847     40,161      8,013      7,312     40,161
 
      6         13,401         8,288        7,805     40,161      7,588      7,113     40,161
      7         14,071         8,030        7,569     40,161      7,150      6,696     40,161
      8         14,775         7,778        7,540     40,161      6,694      6,461     40,161
      9         15,513         7,534        7,315     40,161      6,218      6,002     40,161
     10         16,289         7,297        7,297     40,161      5,717      5,717     40,161
 
     11         17,103         7,101        7,101     40,161      5,211      5,211     40,161
     12         17,959         6,910        6,910     40,161      4,673      4,673     40,161
     13         18,856         6,723        6,723     40,161      4,100      4,100     40,161
     14         19,799         6,541        6,541     40,161      3,488      3,488     40,161
     15         20,789         6,363        6,363     40,161      2,833      2,833     40,161
 
     16         21,829         6,188        6,188     40,161      2,127      2,127     40,161
     17         22,920         6,018        6,018     40,161      1,361      1,361     40,161
     18         24,066         5,852        5,852     40,161        526        526     40,161
     19         25,270         5,689        5,689     40,161         --         --         --
     20         26,533         5,530        5,530     40,161         --         --         --
 
     25         33,864         4,789        4,789     40,161         --         --         --
     35         55,160         3,538        3,538     40,161         --         --         --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   33
- --------------------------------------------------------------------------------
 
                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% (11.40% NET)
 
<TABLE>
<CAPTION>
                                      CURRENT CHARGES*                  GUARANTEED CHARGES**
               PREMIUMS      ----------------------------------   --------------------------------
  END OF     ACCUMULATED                     CASH                               CASH
  POLICY    AT 5% INTEREST     ACCOUNT     SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
   YEAR        PER YEAR         VALUE        VALUE     BENEFIT      VALUE       VALUE     BENEFIT
  -------   --------------   -----------   ---------   --------   ---------   ---------   --------
  <S>       <C>              <C>           <C>         <C>        <C>         <C>         <C>
      1         10,500         10,865         9,870      33,334     10,758       9,766      33,334
      2         11,025         11,807        10,821      33,334     11,584      10,603      33,334
      3         11,576         12,834        11,859      33,334     12,488      11,519      33,334
      4         12,155         13,952        13,143      33,334     13,477      12,675      33,334
      5         12,763         15,172        14,382      33,334     14,562      13,780      33,334
 
      6         13,401         16,501        15,936      33,334     15,751      15,193      33,334
      7         14,071         17,948        17,414      33,334     17,055      16,527      33,334
      8         14,775         19,526        19,229      33,334     18,484      18,192      33,334
      9         15,513         21,246        20,993      33,334     20,053      19,803      33,334
     10         16,289         23,120        23,120      33,334     21,778      21,778      33,334
 
     11         17,103         25,291        25,291      33,334     23,778      23,778      33,334
     12         17,959         27,695        27,695      33,334     26,001      26,001      33,334
     13         18,856         30,365        30,365      35,831     28,481      28,481      33,608
     14         19,799         33,295        33,295      38,956     31,228      31,228      36,537
     15         20,789         36,509        36,509      42,351     34,240      34,240      39,719
 
     16         21,829         40,033        40,033      46,039     37,543      37,543      43,175
     17         22,920         43,908        43,908      49,616     41,175      41,175      46,528
     18         24,066         48,169        48,169      53,468     45,169      45,169      50,138
     19         25,270         52,861        52,861      57,619     49,566      49,566      54,028
     20         26,533         58,025        58,025      63,247     54,375      54,375      59,270
 
     25         33,864         92,388        92,388      97,932     86,577      86,577      91,773
     35         55,160        230,636       230,636     242,168    213,920     213,920     224,617
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
34                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                              ISSUE AGE: 55 FEMALE
                          INITIAL FACE AMOUNT: $33,334
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                      CURRENT CHARGES*                  GUARANTEED CHARGES**
               PREMIUMS      ----------------------------------   --------------------------------
  END OF     ACCUMULATED                     CASH                               CASH
  POLICY    AT 5% INTEREST     ACCOUNT     SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
   YEAR        PER YEAR         VALUE        VALUE     BENEFIT      VALUE       VALUE     BENEFIT
  -------   --------------   -----------   ---------   --------   ---------   ---------   --------
  <S>       <C>              <C>           <C>         <C>        <C>         <C>         <C>
      1         10,500         10,279         9,928     33,334      10,172       9,193     33,334
      2         11,025         10,568         9,606     33,334      10,341       9,385     33,334
      3         11,576         10,865         9,925     33,334      10,508       9,574     33,334
      4         12,155         11,171        10,403     33,334      10,671       9,911     33,334
      5         12,763         11,487        10,743     33,334      10,831      10,095     33,334
 
      6         13,401         11,812        11,294     33,334      10,984      10,474     33,334
      7         14,071         12,148        11,657     33,334      11,127      10,644     33,334
      8         14,775         12,494        12,232     33,334      11,256      11,000     33,334
      9         15,513         12,851        12,619     33,334      11,366      11,138     33,334
     10         16,289         13,219        13,219     33,334      11,452      11,452     33,334
 
     11         17,103         13,667        13,667     33,334      11,559      11,559     33,334
     12         17,959         14,131        14,131     33,334      11,641      11,641     33,334
     13         18,856         14,611        14,611     33,334      11,696      11,696     33,334
     14         19,799         15,109        15,109     33,334      11,721      11,721     33,334
     15         20,789         15,625        15,625     33,334      11,711      11,711     33,334
 
     16         21,829         16,160        16,160     33,334      11,658      11,658     33,334
     17         22,920         16,715        16,715     33,334      11,547      11,547     33,334
     18         24,066         17,289        17,289     33,334      11,362      11,362     33,334
     19         25,270         17,884        17,884     33,334      11,084      11,084     33,334
     20         26,533         18,501        18,501     33,334      10,689      10,689     33,334
 
     25         33,864         21,935        21,935     33,334       6,012       6,012     33,334
     35         55,160         30,942        30,942     33,334          --          --         --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   35
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                              ISSUE AGE: 55 FEMALE
                          INITIAL FACE AMOUNT: $33,334
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
               PREMIUMS      --------------------------------   ------------------------------
  END OF     ACCUMULATED                    CASH                             CASH
  POLICY    AT 5% INTEREST    ACCOUNT     SURRENDER   DEATH     ACCOUNT    SURRENDER   DEATH
   YEAR        PER YEAR        VALUE       VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  -------   --------------   ----------   --------   --------   --------   --------   --------
  <S>       <C>              <C>          <C>        <C>        <C>        <C>        <C>
      1         10,500         9,694        8,726     33,334      9,587      8,621     33,334
      2         11,025         9,397        8,459     33,334      9,168      8,235     33,334
      3         11,576         9,108        8,199     33,334      8,745      7,842     33,334
      4         12,155         8,827        8,095     33,334      8,315      7,591     33,334
      5         12,763         8,554        7,847     33,334      7,879      7,181     33,334
 
      6         13,401         8,288        7,805     33,334      7,433      6,959     33,334
      7         14,071         8,030        7,569     33,334      6,973      6,520     33,334
      8         14,775         7,778        7,540     33,334      6,492      6,260     33,334
      9         15,513         7,534        7,315     33,334      5,986      5,771     33,334
     10         16,289         7,297        7,297     33,334      5,449      5,449     33,334
 
     11         17,103         7,101        7,101     33,334      4,898      4,898     33,334
     12         17,959         6,910        6,910     33,334      4,307      4,307     33,334
     13         18,856         6,723        6,723     33,334      3,676      3,676     33,334
     14         19,799         6,541        6,541     33,334      3,000      3,000     33,334
     15         20,789         6,363        6,363     33,334      2,273      2,273     33,334
 
     16         21,829         6,188        6,188     33,334      1,482      1,482     33,334
     17         22,920         6,018        6,018     33,334        610        610     33,334
     18         24,066         5,852        5,852     33,334         --         --         --
     19         25,270         5,689        5,689     33,334         --         --         --
     20         26,533         5,530        5,530     33,334         --         --         --
 
     25         33,864         4,789        4,789     33,334         --         --         --
     35         55,160         3,538        3,538     33,334         --         --         --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
36                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE: 65 MALE
                          INITIAL FACE AMOUNT: $19,380
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
 
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  POLICY    AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,865          9,870       19,380      10,681        9,690       19,380
      2         11,025          11,807         10,821       19,380      11,245       10,446       19,380
      3         11,576          12,834         11,859       19,380      12,244       11,280       19,380
      4         12,155          13,952         13,143       19,380      13,150       12,353       19,380
      5         12,763          15,172         14,382       19,380      14,160       13,383       19,380
 
      6         13,401          16,501         15,936       19,380      15,292       14,740       19,380
      7         14,071          17,954         17,420       20,289      16,571       16,047       19,380
      8         14,775          19,552         19,254       21,703      18,024       17,734       20,007
      9         15,513          21,306         21,053       23,224      19,638       19,389       21,406
     10         16,289          23,209         23,309       25,298      21,389       21,389       23,315
 
     11         17,103          25,389         25,389       27,420      23,395       23,395       25,268
     12         17,959          27,782         27,782       29,728      25,599       25,599       27,391
     13         18,856          30,395         30,395       32,523      27,999       27,999       29,960
     14         19,799          33,264         33,264       35,261      30,640       30,640       32,479
     15         20,789          36,398         36,398       38,583      33,518       33,518       35,530
 
     16         21,829          39,845         39,845       41,838      36,690       36,690       38,525
     17         22,920          43,606         43,606       45,786      40,146       40,146       42,153
     18         24,066          47,724         47,724       50,111      43,908       43,908       46,103
     19         25,270          52,235         52,235       54,847      47,998       47,998       50,398
     20         26,533          57,208         57,208       60,069      52,440       52,440       55,062
 
     25         33,864          90,146         90,146       94,653      81,072       81,072       85,126
     35         55,160         223,848        223,848      226,086     195,316      195,316      197,269
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   37
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE: 65 MALE
                          INITIAL FACE AMOUNT: $19,380
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                      CURRENT CHARGES*                  GUARANTEED CHARGES**
               PREMIUMS      ----------------------------------   --------------------------------
  END OF     ACCUMULATED                     CASH                               CASH
  POLICY    AT 5% INTEREST     ACCOUNT     SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
   YEAR        PER YEAR         VALUE        VALUE     BENEFIT      VALUE       VALUE     BENEFIT
  -------   --------------   -----------   ---------   --------   ---------   ---------   --------
  <S>       <C>              <C>           <C>         <C>        <C>         <C>         <C>
      1         10,500         10,279         9,298     19,380      10,092       9,115     19,380
      2         11,025         10,568         9,606     19,380      10,166       9,213     19,380
      3         11,576         10,865         9,925     19,380      10,221       9,292     19,380
      4         12,155         11,171        10,403     19,380      10,251       9,497     19,380
      5         12,763         11,487        10,743     19,380      10,254       9,526     19,380
 
      6         13,401         11,812        11,294     19,380      10,223       9,721     19,380
      7         14,071         12,148        11,657     19,380      10,151       9,675     19,380
      8         14,775         12,494        12,232     19,380      10,028       9,778     19,380
      9         15,513         12,851        12,619     19,380       9,841       9,617     19,380
     10         16,289         13,219        13,219     19,380       9,578       9,578     19,380
 
     11         17,103         13,667        13,667     19,380       9,263       9,263     19,380
     12         17,959         14,131        14,131     19,380       8,842       8,842     19,380
     13         18,856         14,611        14,611     19,380       8,294       8,294     19,380
     14         19,799         15,109        15,109     19,380       7,590       7,590     19,380
     15         20,789         15,625        15,625     19,380       6,694       6,694     19,380
 
     16         21,829         16,160        16,160     19,380       5,552       5,552     19,380
     17         22,920         16,715        16,715     19,380       4,091       4,091     19,380
     18         24,066         17,289        17,289     19,380       2,210       2,210     19,380
     19         25,270         17,884        17,884     19,380          --          --         --
     20         26,533         18,501        18,501     19,426          --          --         --
 
     25         33,864         21,935        21,935     23,033          --          --         --
     35         55,160         30,944        30,944     31,254          --          --         --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
38                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE: 65 MALE
                          INITIAL FACE AMOUNT: $19,380
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
               PREMIUMS      --------------------------------   ------------------------------
  END OF     ACCUMULATED                    CASH                             CASH
  POLICY    AT 5% INTEREST    ACCOUNT     SURRENDER   DEATH     ACCOUNT    SURRENDER   DEATH
   YEAR        PER YEAR        VALUE       VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  -------   --------------   ----------   --------   --------   --------   --------   --------
  <S>       <C>              <C>          <C>        <C>        <C>        <C>        <C>
      1         10,500         9,694        8,726     19,380      9,504      8,540     19,380
      2         11,025         9,397        8,459     19,380      8,980      8,051     19,380
      3         11,576         9,108        8,199     19,380      8,424      7,527     19,380
      4         12,155         8,827        8,095     19,380      7,830      7,112     19,380
      5         12,763         8,554        7,847     19,380      7,190      6,500     19,380
 
      6         13,401         8,288        7,805     19,380      6,494      6,030     19,380
      7         14,071         8,030        7,569     19,380      5,731      5,288     19,380
      8         14,775         7,778        7,540     19,380      4,883      4,659     19,380
      9         15,513         7,534        7,315     19,380      3,931      3,721     19,380
     10         16,289         7,297        7,297     19,380      2,853      2,853     19,380
 
     11         17,103         7,101        7,101     19,380      1,634      1,634     19,380
     12         17,959         6,910        6,910     19,380        232        232     19,380
     13         18,856         6,723        6,723     19,380         --         --         --
     14         19,799         6,541        6,541     19,380         --         --         --
     15         20,789         6,363        6,363     19,380         --         --         --
 
     16         21,829         6,188        6,188     19,380         --         --         --
     17         22,920         6,018        6,018     19,380         --         --         --
     18         24,066         5,852        5,852     19,380         --         --         --
     19         25,270         5,689        5,689     19,380         --         --         --
     20         26,533         5,530        5,530     19,380         --         --         --
 
     25         33,864         4,789        4,789     19,380         --         --         --
     35         55,160         3,538        3,538     19,380         --         --         --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   39
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 55 MALE\55 FEMALE
                          INITIAL FACE AMOUNT: $44,053
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
 
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  POLICY    AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,933          9,937       44,053      10,933        9,937       44,053
      2         11,025          11,950         10,961       44,053      11,950       10,961       44,053
      3         11,576          13,058         12,080       44,053      13,058       12,080       44,053
      4         12,155          14,266         13,452       44,053      14,266       13,452       44,053
      5         12,763          15,583         14,788       44,053      15,583       14,788       44,053
 
      6         13,401          17,019         16,449       44,053      17,019       16,449       44,053
      7         14,071          18,584         18,044       44,053      18,584       18,044       44,053
      8         14,775          20,291         19,989       44,053      20,290       19,988       44,053
      9         15,513          22,156         21,901       44,053      22,150       21,894       44,053
     10         16,289          24,197         24,197       44,053      24,179       24,179       44,053
 
     11         17,103          26,560         26,560       44,053      26,501       26,501       44,053
     12         17,959          29,158         29,158       44,053      29,052       29,052       44,053
     13         18,856          32,014         32,014       44,053      31,860       31,860       44,053
     14         19,799          35,152         35,152       44,053      34,958       34,958       44,053
     15         20,789          38,606         38,606       44,783      38,386       38,386       44,528
 
     16         21,829          42,407         42,407       48,769      42,165       42,165       48,490
     17         22,920          46,583         46,583       52,640      46,317       46,317       52,339
     18         24,066          51,173         51,173       56,803      50,881       50,881       56,478
     19         25,270          56,253         56,253       61,317      55,932       55,932       60,966
     20         26,533          61,825         61,825       67,390      61,463       61,463       66,995
 
     25         33,864          99,143         99,143      105,092      98,250       98,250      104,146
     35         55,160         254,947        254,947      267,695     243,379      243,379      255,549
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
40                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 55 MALE\55 FEMALE
                          INITIAL FACE AMOUNT: $44,053
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                      CURRENT CHARGES*                  GUARANTEED CHARGES**
               PREMIUMS      ----------------------------------   --------------------------------
  END OF     ACCUMULATED                     CASH                               CASH
  POLICY    AT 5% INTEREST     ACCOUNT     SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
   YEAR        PER YEAR         VALUE        VALUE     BENEFIT      VALUE       VALUE     BENEFIT
  -------   --------------   -----------   ---------   --------   ---------   ---------   --------
  <S>       <C>              <C>           <C>         <C>        <C>         <C>         <C>
      1         10,500         10,344         9,361     44,053      10,344       9,361     44,053
      2         11,025         10,694         9,730     44,053      10,694       9,730     44,053
      3         11,576         11,051        10,108     44,053      11,051      10,108     44,053
      4         12,155         11,413        10,641     44,053      11,413      10,641     44,053
      5         12,763         11,778        11,031     44,053      11,778      11,031     44,053
 
      6         13,401         12,155        11,634     44,053      12,146      11,625     44,053
      7         14,071         12,546        12,052     44,053      12,515      12,021     44,053
      8         14,775         12,949        12,685     44,053      12,881      12,617     44,053
      9         15,513         13,367        13,134     44,053      13,242      13,009     44,053
     10         16,289         13,800        13,800     44,053      13,594      13,594     44,053
 
     11         17,103         14,318        14,318     44,053      13,988      13,988     44,053
     12         17,959         14,858        14,858     44,053      14,368      14,368     44,053
     13         18,856         15,419        15,419     44,053      14,730      14,730     44,053
     14         19,799         16,002        16,002     44,053      15,069      15,069     44,053
     15         20,789         16,609        16,609     44,053      15,378      15,378     44,053
 
     16         21,829         17,239        17,239     44,053      15,649      15,649     44,053
     17         22,920         17,895        17,895     44,053      15,869      15,869     44,053
     18         24,066         18,577        18,577     44,053      16,023      16,023     44,053
     19         25,270         19,287        19,287     44,053      16,091      16,091     44,053
     20         26,533         20,024        20,024     44,053      16,051      16,051     44,053
 
     25         33,864         24,177        24,177     44,053      13,215      13,215     44,053
     35         55,160         35,364        35,364     44,053          --          --         --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   41
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 55 MALE\55 FEMALE
                          INITIAL FACE AMOUNT: $44,053
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
               PREMIUMS      --------------------------------   ------------------------------
  END OF     ACCUMULATED                    CASH                             CASH
  POLICY    AT 5% INTEREST    ACCOUNT     SURRENDER   DEATH     ACCOUNT    SURRENDER   DEATH
   YEAR        PER YEAR        VALUE       VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  -------   --------------   ----------   --------   --------   --------   --------   --------
  <S>       <C>              <C>          <C>        <C>        <C>        <C>        <C>
      1         10,500         9,755        8,785     44,053      9,755      8,785     44,053
      2         11,025         9,509        8,569     44,053      9,509      8,569     44,053
      3         11,576         9,260        8,348     44,053      9,260      8,348     44,053
      4         12,155         9,008        8,273     44,053      9,008      8,273     44,053
      5         12,763         8,761        8,051     44,053      8,751      8,042     44,053
 
      6         13,401         8,519        8,034     44,053      8,486      8,002     44,053
      7         14,071         8,283        7,821     44,053      8,212      7,750     44,053
      8         14,775         8,053        7,813     44,053      7,924      7,685     44,053
      9         15,513         7,829        7,609     44,053      7,619      7,400     44,053
     10         16,289         7,610        7,610     44,053      7,291      7,291     44,053
 
     11         17,103         7,433        7,433     44,053      6,964      6,964     44,053
     12         17,959         7,260        7,260     44,053      6,602      6,602     44,053
     13         18,856         7,090        7,090     44,053      6,199      6,199     44,053
     14         19,799         6,924        6,924     44,053      5,749      5,749     44,053
     15         20,789         6,760        6,760     44,053      5,242      5,242     44,053
 
     16         21,829         6,600        6,600     44,053      4,667      4,667     44,053
     17         22,920         6,443        6,443     44,053      4,007      4,007     44,053
     18         24,066         6,289        6,289     44,053      3,239      3,239     44,053
     19         25,270         6,138        6,138     44,053      2,337      2,337     44,053
     20         26,533         5,990        5,990     44,053      1,268      1,268     44,053
 
     25         33,864         5,291        5,219     44,053         --         --         --
     35         55,160         4,082        4,082     44,053         --         --         --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
42                                   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% (11.40% NET)
 
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  POLICY    AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,928          9,932       27,778      10,928        9,932       27,778
      2         11,025          11,930         10,942       27,778      11,930       10,942       27,778
      3         11,576          13,014         12,037       27,778      13,013       12,036       27,778
      4         12,155          14,199         13,386       27,778      14,184       13,372       27,778
      5         12,763          15,495         14,071       27,778      15,453       14,660       27,778
 
      6         13,401          16,912         16,343       27,778      16,829       16,261       27,778
      7         14,071          18,461         17,923       27,778      18,325       17,788       27,778
      8         14,775          20,165         19,855       27,778      19,957       19,658       27,778
      9         15,513          22,009         21,754       27,778      21,745       21,491       27,778
     10         16,289          24,035         24,035       27,778      23,714       23,714       27,778
 
     11         17,103          26,384         26,384       28,495      26,006       26,006       28,087
     12         17,959          28,964         28,964       30,992      28,549       28,549       30,548
     13         18,856          31,800         31,800       34,027      31,331       31,331       33,525
     14         19,799          34,917         34,917       37,013      34,386       34,386       36,450
     15         20,789          38,343         38,343       40,644      37,726       37,726       39,991
 
     16         21,829          42,108         42,108       44,214      41,397       41,397       43,468
     17         22,920          46,246         46,246       48,559      45,407       45,407       47,678
     18         24,066          50,794         50,794       53,334      49,783       49,783       52,273
     19         25,270          55,825         55,825       58,617      54,550       54,550       57,278
     20         26,533          61,355         61,355       64,423      59,771       59,771       62,760
 
     25         33,864          98,388         98,388      103,308      93,315       93,315       97,981
     35         55,160         253,006        253,006      255,537     225,844      225,844      228,102
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   43
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 65 MALE\65 FEMALE
                          INITIAL FACE AMOUNT: $27,778
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                      CURRENT CHARGES*                  GUARANTEED CHARGES**
               PREMIUMS      ----------------------------------   --------------------------------
  END OF     ACCUMULATED                     CASH                               CASH
  POLICY    AT 5% INTEREST     ACCOUNT     SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
   YEAR        PER YEAR         VALUE        VALUE     BENEFIT      VALUE       VALUE     BENEFIT
  -------   --------------   -----------   ---------   --------   ---------   ---------   --------
  <S>       <C>              <C>           <C>         <C>        <C>         <C>         <C>
      1         10,500         10,339         9,357     27,778      10,339       9,357     27,778
      2         11,025         10,675         9,712     27,778      10,675       9,712     27,778
      3         11,576         11,014        10,071     27,778      11,005      10,062     27,778
      4         12,155         11,365        10,594     27,778      11,325      10,556     27,778
      5         12,763         11,728        10,981     27,778      11,634      10,889     27,778
 
      6         13,401         12,103        11,582     27,778      11,926      11,407     27,778
      7         14,071         12,492        11,998     27,778      12,197      11,705     27,778
      8         14,775         12,894        12,629     27,778      12,437      12,175     27,778
      9         15,513         13,309        13,076     27,778      12,640      12,408     27,778
     10         16,289         13,740        13,740     27,778      12,793      12,793     27,778
 
     11         17,103         14,256        14,256     27,778      12,939      12,939     27,778
     12         17,959         14,793        14,793     27,778      13,016      13,016     27,778
     13         18,856         15,351        15,351     27,778      13,010      13,010     33,334
     14         19,799         15,932        15,932     27,778      12,906      12,906     27,778
     15         20,789         16,536        16,536     27,778      12,682      12,682     27,778
 
     16         21,829         17,164        17,164     27,778      12,308      12,308     27,778
     17         22,920         17,817        17,817     27,778      11,743      11,743     27,778
     18         24,066         18,496        18,496     27,778      10,931      10,931     27,778
     19         25,270         19,202        19,202     27,778       9,768       9,768     27,778
     20         26,533         19,936        19,936     27,778       8,247       8,247     27,778
 
     25         33,864         24,069        24,069     27,778          --          --         --
     35         55,160         35,205        35,205     35,558          --          --         --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
44                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 65 MALE\65 FEMALE
                          INITIAL FACE AMOUNT: $27,778
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
               PREMIUMS      --------------------------------   ------------------------------
  END OF     ACCUMULATED                    CASH                             CASH
  POLICY    AT 5% INTEREST    ACCOUNT     SURRENDER   DEATH     ACCOUNT    SURRENDER   DEATH
   YEAR        PER YEAR        VALUE       VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  -------   --------------   ----------   --------   --------   --------   --------   --------
  <S>       <C>              <C>          <C>        <C>        <C>        <C>        <C>
      1         10,500         9,750        8,781     27,778      9,750      8,781     27,778
      2         11,025         9,489        8,549     27,778      9,489      8,549     27,778
      3         11,576         9,230        8,318     27,778      9,213      8,302     27,778
      4         12,155         8,977        8,242     27,778      8,918      8,184     27,778
      5         12,763         8,730        8,021     27,778      8,599      7,892     27,778
 
      6         13,401         8,489        8,004     27,778      8,251      7,768     27,778
      7         14,071         8,254        7,792     27,778      7,865      7,406     27,778
      8         14,775         8,025        7,785     27,778      7,430      7,193     27,778
      9         15,513         7,801        7,582     27,778      6,933      6,716     27,778
     10         16,289         7,583        7,583     27,778      6,359      6,359     27,778
 
     11         17,103         7,407        7,407     27,778      5,712      5,712     27,778
     12         17,959         7,234        7,234     27,778      4,946      4,946     27,778
     13         18,856         7,065        7,065     27,778      4,038      4,038     27,778
     14         19,799         6,899        6,899     27,778      2,959      2,959     27,778
     15         20,789         6,736        6,736     27,778      1,672      1,672     27,778
 
     16         21,829         6,576        6,576     27,778        125        125     27,778
     17         22,920         6,419        6,419     27,778         --         --         --
     18         24,066         6,266        6,266     27,778         --         --         --
     19         25,270         6,115        6,115     27,778         --         --         --
     20         26,533         5,968        5,968     27,778         --         --         --
 
     25         33,864         5,271        5,271     27,778         --         --         --
     35         55,160         4,066        4,066     27,778         --         --         --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY 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 POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                      This page intentionally left blank.
<PAGE>
46
- --------------------------------------------------------------------------------
 
 SEPARATE ACCOUNT FIVE
 
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1998 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                             MONEY
                             BOND FUND      STOCK FUND    MARKET FUND   ADVISERS FUND
                            SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                           -------------   ------------   -----------   --------------
<S>                        <C>             <C>            <C>           <C>
ASSETS:
Investments:
  Hartford Bond HLS Fund,
   Inc.
    Shares      4,153,371
    Cost      $ 4,248,294
    Market Value.........    $4,535,216        --             --             --
  Hartford Stock HLS
   Fund, Inc.
    Shares      7,173,600
    Cost      $30,349,379
    Market Value.........       --         $43,114,508        --             --
  Hartford Money Market
   HLS Fund, Inc.
    Shares      9,426,462
    Cost      $ 9,426,462
    Market Value.........       --             --         $9,426,462         --
  Hartford Advisers HLS
   Fund, Inc.
    Shares     18,498,618
    Cost      $40,722,897
    Market Value.........       --             --             --         $52,148,548
  Hartford Capital
   Appreciation HLS Fund,
   Inc.
    Shares     10,869,028
    Cost      $41,748,285
    Market Value.........       --             --             --             --
  Hartford Mortgage
   Securities HLS Fund,
   Inc.
    Shares      1,489,139
    Cost      $ 1,592,256
    Market Value.........       --             --             --             --
  Hartford Index HLS
   Fund, Inc.
    Shares      4,213,451
    Cost      $10,161,888
    Market Value.........       --             --             --             --
  Hartford International
   Opportunities HLS
   Fund, Inc.
    Shares     10,805,538
    Cost      $14,579,294
    Market Value.........       --             --             --             --
  Hartford Dividend and
   Growth HLS Fund, Inc.
    Shares     14,275,486
    Cost      $23,152,432
    Market Value.........       --             --             --             --
  Hartford International
   Advisers HLS Fund,
   Inc.
    Shares      2,595,263
    Cost      $ 2,979,730
    Market Value.........       --             --             --             --
  Hartford Small Company
   HLS Fund, Inc.
    Shares      1,114,531
    Cost      $ 1,359,892
    Market Value.........       --             --             --             --
  Hartford MidCap HLS
   Fund, Inc.
    Shares        217,438
    Cost       $  255,435
    Market Value.........       --             --             --             --
  Due from Hartford Life
   and Annuity Insurance
   Company...............            17        --            356,382         --
  Receivable from fund
   shares sold...........       --              25,843        --              18,833
                           -------------   ------------   -----------   --------------
  Total Assets...........     4,535,233     43,140,351     9,782,844      52,167,381
                           -------------   ------------   -----------   --------------
LIABILITIES:
  Due to Hartford Life
   and Annuity Insurance
   Company...............       --              25,663        --              18,601
  Payable for fund shares
   purchased.............       --             --            356,225         --
                           -------------   ------------   -----------   --------------
  Total Liabilities......       --              25,663       356,225          18,601
                           -------------   ------------   -----------   --------------
  Net Assets (variable
   life contract
   liabilities)..........    $4,535,233    $43,114,688    $9,426,619     $52,148,780
                           -------------   ------------   -----------   --------------
                           -------------   ------------   -----------   --------------
Units Owned by
   Participants..........     3,186,602     16,385,312     7,851,668      24,403,449
Unit Values..............    $ 1.423219    $  2.631301    $ 1.200588     $  2.136943
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
                                                                              47
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                CAPITAL            MORTGAGE                         INTERNATIONAL      DIVIDEND AND    INTERNATIONAL
                           APPRECIATION FUND    SECURITIES FUND    INDEX FUND    OPPORTUNITIES FUND     GROWTH FUND    ADVISERS FUND
                              SUB-ACCOUNT         SUB-ACCOUNT     SUB-ACCOUNT        SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
<S>                        <C>                  <C>               <C>            <C>                   <C>             <C>
ASSETS:
Investments:
  Hartford Bond HLS Fund,
   Inc.
    Shares      4,153,371
    Cost      $ 4,248,294
    Market Value.........        --                  --               --               --                   --             --
  Hartford Stock HLS
   Fund, Inc.
    Shares      7,173,600
    Cost      $30,349,379
    Market Value.........        --                  --               --               --                   --             --
  Hartford Money Market
   HLS Fund, Inc.
    Shares      9,426,462
    Cost      $ 9,426,462
    Market Value.........        --                  --               --               --                   --             --
  Hartford Advisers HLS
   Fund, Inc.
    Shares     18,498,618
    Cost      $40,722,897
    Market Value.........        --                  --               --               --                   --             --
  Hartford Capital
   Appreciation HLS Fund,
   Inc.
    Shares     10,869,028
    Cost      $41,748,285
    Market Value.........     $50,347,697            --               --               --                   --             --
  Hartford Mortgage
   Securities HLS Fund,
   Inc.
    Shares      1,489,139
    Cost      $ 1,592,256
    Market Value.........        --               $1,656,843          --               --                   --             --
  Hartford Index HLS
   Fund, Inc.
    Shares      4,213,451
    Cost      $10,161,888
    Market Value.........        --                  --           $13,904,526          --                   --             --
  Hartford International
   Opportunities HLS
   Fund, Inc.
    Shares     10,805,538
    Cost      $14,579,294
    Market Value.........        --                  --               --             $15,293,446            --             --
  Hartford Dividend and
   Growth HLS Fund, Inc.
    Shares     14,275,486
    Cost      $23,152,432
    Market Value.........        --                  --               --               --               $29,817,521        --
  Hartford International
   Advisers HLS Fund,
   Inc.
    Shares      2,595,263
    Cost      $ 2,979,730
    Market Value.........        --                  --               --               --                   --          $2,978,946
  Hartford Small Company
   HLS Fund, Inc.
    Shares      1,114,531
    Cost      $ 1,359,892
    Market Value.........        --                  --               --               --                   --             --
  Hartford MidCap HLS
   Fund, Inc.
    Shares        217,438
    Cost       $  255,435
    Market Value.........        --                  --               --               --                   --             --
  Due from Hartford Life
   and Annuity Insurance
   Company...............        --                        6              100          --                   --             --
  Receivable from fund
   shares sold...........         118,569            --               --                     620            103,182          1,814
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
  Total Assets...........      50,466,266          1,656,849       13,904,626         15,294,066         29,920,703      2,980,760
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
LIABILITIES:
  Due to Hartford Life
   and Annuity Insurance
   Company...............         119,282            --               --                     634            103,027          1,841
  Payable for fund shares
   purchased.............        --                  --               --               --                   --             --
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
  Total Liabilities......         119,282            --               --                     634            103,027          1,841
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
  Net Assets (variable
   life contract
   liabilities)..........     $50,346,984         $1,656,849      $13,904,626        $15,293,432        $29,817,676     $2,978,919
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
Units Owned by
  Participants...........      23,491,062          1,204,155        5,375,619          9,962,110         12,226,844      1,934,871
Unit Values..............     $  2.143240         $ 1.375943      $  2.586609        $  1.535160        $  2.438706     $ 1.539596
 
<CAPTION>
                           SMALL COMPANY      MIDCAP
                               FUND            FUND
                            SUB-ACCOUNT    SUB-ACCOUNT
                           -------------   ------------
<S>                        <C>             <C>
ASSETS:
Investments:
  Hartford Bond HLS Fund,
   Inc.
    Shares      4,153,371
    Cost      $ 4,248,294
    Market Value.........      --              --
  Hartford Stock HLS
   Fund, Inc.
    Shares      7,173,600
    Cost      $30,349,379
    Market Value.........      --              --
  Hartford Money Market
   HLS Fund, Inc.
    Shares      9,426,462
    Cost      $ 9,426,462
    Market Value.........      --              --
  Hartford Advisers HLS
   Fund, Inc.
    Shares     18,498,618
    Cost      $40,722,897
    Market Value.........      --              --
  Hartford Capital
   Appreciation HLS Fund,
   Inc.
    Shares     10,869,028
    Cost      $41,748,285
    Market Value.........      --              --
  Hartford Mortgage
   Securities HLS Fund,
   Inc.
    Shares      1,489,139
    Cost      $ 1,592,256
    Market Value.........      --              --
  Hartford Index HLS
   Fund, Inc.
    Shares      4,213,451
    Cost      $10,161,888
    Market Value.........      --              --
  Hartford International
   Opportunities HLS
   Fund, Inc.
    Shares     10,805,538
    Cost      $14,579,294
    Market Value.........      --              --
  Hartford Dividend and
   Growth HLS Fund, Inc.
    Shares     14,275,486
    Cost      $23,152,432
    Market Value.........      --              --
  Hartford International
   Advisers HLS Fund,
   Inc.
    Shares      2,595,263
    Cost      $ 2,979,730
    Market Value.........      --              --
  Hartford Small Company
   HLS Fund, Inc.
    Shares      1,114,531
    Cost      $ 1,359,892
    Market Value.........   $1,436,386         --
  Hartford MidCap HLS
   Fund, Inc.
    Shares        217,438
    Cost       $  255,435
    Market Value.........      --           $  290,867
  Due from Hartford Life
   and Annuity Insurance
   Company...............      --              --
  Receivable from fund
   shares sold...........      --               19,113
                           -------------   ------------
  Total Assets...........    1,436,386         309,980
                           -------------   ------------
LIABILITIES:
  Due to Hartford Life
   and Annuity Insurance
   Company...............           22          19,114
  Payable for fund shares
   purchased.............      --              --
                           -------------   ------------
  Total Liabilities......           22          19,114
                           -------------   ------------
  Net Assets (variable
   life contract
   liabilities)..........   $1,436,364      $  290,866
                           -------------   ------------
                           -------------   ------------
Units Owned by
  Participants...........    1,133,350         237,869
Unit Values..............   $ 1.267361      $ 1.222803
</TABLE>
<PAGE>
48
- --------------------------------------------------------------------------------
 
 SEPARATE ACCOUNT FIVE
 
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                         MONEY       ADVISERS
                           BOND FUND    STOCK FUND    MARKET FUND      FUND
                           SUB-ACCOUNT  SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                           ----------   -----------   -----------   -----------
<S>                        <C>          <C>           <C>           <C>
INVESTMENT INCOME:
  Dividends..............   $  9,181    $    11,012     $271,270    $   23,670
                           ----------   -----------   -----------   -----------
CAPITAL GAINS INCOME.....     --          1,195,486       --         1,465,098
                           ----------   -----------   -----------   -----------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........        (22)           (74)      --             2,264
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    158,454      5,983,530       --         5,079,275
                           ----------   -----------   -----------   -----------
    Net gain (loss) on
     investments.........    158,432      5,983,456       --         5,081,539
                           ----------   -----------   -----------   -----------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....   $167,613    $ 7,189,954     $271,270    $6,570,307
                           ----------   -----------   -----------   -----------
                           ----------   -----------   -----------   -----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
                                                                              49
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                  MORTGAGE
                                CAPITAL          SECURITIES                     INTERNATIONAL      DIVIDEND AND   INTERNATIONAL
                           APPRECIATION FUND        FUND        INDEX FUND    OPPORTUNITIES FUND   GROWTH FUND    ADVISERS FUND
                              SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT
                           -----------------   --------------   -----------   ------------------   ------------   -------------
<S>                        <C>                 <C>              <C>           <C>                  <C>            <C>
INVESTMENT INCOME:
  Dividends..............     $    8,629          $11,386       $     9,208       $    7,410        $   46,599      $285,452
                           -----------------      -------       -----------   ------------------   ------------   -------------
CAPITAL GAINS INCOME.....      2,761,262           --               272,547          823,226           871,742        67,948
                           -----------------      -------       -----------   ------------------   ------------   -------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........         13,868            1,259              (428)           2,006               779           561
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      2,196,660           42,751         1,658,489        1,206,844         1,746,489       (36,987)
                           -----------------      -------       -----------   ------------------   ------------   -------------
    Net gain (loss) on
     investments.........      2,210,528           44,010         1,658,061        1,208,850         1,747,268       (36,426)
                           -----------------      -------       -----------   ------------------   ------------   -------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....     $4,980,419          $55,396       $ 1,939,816       $2,039,486        $2,665,609      $316,974
                           -----------------      -------       -----------   ------------------   ------------   -------------
                           -----------------      -------       -----------   ------------------   ------------   -------------
 
<CAPTION>
                              SMALL
                             COMPANY        MIDCAP
                               FUND          FUND
                           SUB-ACCOUNT    SUB-ACCOUNT
                           ------------   -----------
<S>                        <C>            <C>
INVESTMENT INCOME:
  Dividends..............    $ --           $     4
                           ------------   -----------
CAPITAL GAINS INCOME.....      17,778        --
                           ------------   -----------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........        (923)          449
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      83,515        32,452
                           ------------   -----------
    Net gain (loss) on
     investments.........      82,592        32,901
                           ------------   -----------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....    $100,370       $32,905
                           ------------   -----------
                           ------------   -----------
</TABLE>
<PAGE>
50
- --------------------------------------------------------------------------------
 
 SEPARATE ACCOUNT FIVE
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                              MONEY
                             BOND FUND      STOCK FUND     MARKET FUND    ADVISERS FUND
                            SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                           -------------   ------------   -------------   --------------
<S>                        <C>             <C>            <C>             <C>
OPERATIONS:
  Net investment income
   (loss)................    $    9,181    $     11,012   $     271,270    $    23,670
  Capital gains income...       --            1,195,486        --            1,465,098
  Net realized gain
   (loss) on security
   transactions..........           (22)            (74)       --                2,264
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       158,454       5,983,530        --            5,079,275
                           -------------   ------------   -------------   --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       167,613       7,189,954         271,270      6,570,307
                           -------------   ------------   -------------   --------------
UNIT TRANSACTIONS:
  Purchases..............           606         --           26,562,944        --
  Net transfers..........     1,164,470       4,565,965     (25,670,664)     5,910,800
  Surrenders.............       (30,821)       (643,278)     (1,660,074)      (727,375)
  Net loan activity......        (5,277)        (69,727)     (1,037,357)      (230,561)
  Cost of insurance......       (13,463)       (113,181)        (47,344)      (148,021)
                           -------------   ------------   -------------   --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     1,115,515       3,739,779      (1,852,495)     4,804,843
                           -------------   ------------   -------------   --------------
  Total increase
   (decrease) in net
   assets................     1,283,128      10,929,733      (1,581,225)    11,375,150
NET ASSETS:
  Beginning of period....     3,252,105      32,184,955      11,007,844     40,773,630
                           -------------   ------------   -------------   --------------
  End of period..........    $4,535,233    $ 43,114,688   $   9,426,619    $52,148,780
                           -------------   ------------   -------------   --------------
                           -------------   ------------   -------------   --------------
 
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
 
                                                              MONEY
                             BOND FUND      STOCK FUND     MARKET FUND    ADVISERS FUND
                            SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                           -------------   ------------   -------------   --------------
OPERATIONS:
  Net investment income
   (loss)................    $  156,755    $    274,037   $     632,382    $   789,490
  Capital gains income...       --              904,272        --            1,045,984
  Net realized gain
   (loss) on security
   transactions..........           894          12,939        --                3,344
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       118,897       4,902,064        --            4,613,047
                           -------------   ------------   -------------   --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       276,546       6,093,312         632,382      6,451,865
                           -------------   ------------   -------------   --------------
UNIT TRANSACTIONS:
  Purchases..............            16          50,244      63,908,110        243,545
  Net transfers..........     1,318,984      12,296,285     (62,169,665)    13,868,301
  Surrenders.............       (43,171)     (1,275,425)       (393,227)    (1,057,654)
  Net loan activity......       (15,758)        (97,878)     (2,491,658)       (64,323)
  Cost of insurance......       (16,113)       (151,064)       (109,762)      (204,969)
                           -------------   ------------   -------------   --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     1,243,958      10,822,162      (1,256,202)    12,784,900
                           -------------   ------------   -------------   --------------
  Total increase
   (decrease) in net
   assets................     1,520,504      16,915,474        (623,820)    19,236,765
NET ASSETS:
  Beginning of period....     1,731,601      15,269,481      11,631,664     21,536,865
                           -------------   ------------   -------------   --------------
  End of period..........    $3,252,105    $ 32,184,955   $  11,007,844    $40,773,630
                           -------------   ------------   -------------   --------------
                           -------------   ------------   -------------   --------------
</TABLE>
 
* From inception, July 15, 1997 to December 31, 1997.
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
                                                                              51
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                CAPITAL            MORTGAGE                         INTERNATIONAL      DIVIDEND AND    INTERNATIONAL
                           APPRECIATION FUND    SECURITIES FUND    INDEX FUND    OPPORTUNITIES FUND     GROWTH FUND    ADVISERS FUND
                              SUB-ACCOUNT         SUB-ACCOUNT     SUB-ACCOUNT        SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
<S>                        <C>                  <C>               <C>            <C>                   <C>             <C>
OPERATIONS:
  Net investment income
   (loss)................     $     8,629         $   11,386      $      9,208       $     7,410        $    46,599     $  285,452
  Capital gains income...       2,761,262            --                272,547           823,226            871,742         67,948
  Net realized gain
   (loss) on security
   transactions..........          13,868              1,259              (428)            2,006                779            561
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       2,196,660             42,751         1,658,489         1,206,844          1,746,489        (36,987)
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       4,980,419             55,396         1,939,816         2,039,486          2,665,609        316,974
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
UNIT TRANSACTIONS:
  Purchases..............        --                  --                --              --                   --             --
  Net transfers..........       5,306,193            (11,640)        1,707,050         1,619,052          4,490,229        273,579
  Surrenders.............        (686,733)           (15,288)         (357,311)         (287,163)          (380,599)       (40,275)
  Net loan activity......        (276,591)            (7,343)          (22,141)          (44,688)          (248,930)       (25,655)
  Cost of insurance......        (141,747)            (5,538)          (39,522)          (43,149)           (84,757)        (9,185)
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........       4,201,122            (39,809)        1,288,076         1,244,052          3,775,943        198,464
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
  Total increase
   (decrease) in net
   assets................       9,181,541             15,587         3,227,892         3,283,538          6,441,552        515,438
NET ASSETS:
  Beginning of period....      41,165,443          1,641,262        10,676,734        12,009,894         23,376,124      2,463,481
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
  End of period..........     $50,346,984         $1,656,849      $ 13,904,626       $15,293,432        $29,817,676     $2,978,919
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
 
                                CAPITAL            MORTGAGE                         INTERNATIONAL      DIVIDEND AND    INTERNATIONAL
                           APPRECIATION FUND    SECURITIES FUND    INDEX FUND    OPPORTUNITIES FUND     GROWTH FUND    ADVISERS FUND
                              SUB-ACCOUNT         SUB-ACCOUNT     SUB-ACCOUNT        SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
OPERATIONS:
  Net investment income
   (loss)................     $   190,756         $   79,693      $    116,095       $   108,028        $   324,234     $   72,657
  Capital gains income...       1,971,454            --                474,812           587,257            328,863          4,846
  Net realized gain
   (loss) on security
   transactions..........           4,174                141            (3,017)           (1,502)            (3,678)           691
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       4,126,792             18,347         1,522,964          (918,735)         3,808,104          9,052
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       6,293,176             98,181         2,110,854          (224,952)         4,457,523         87,246
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
UNIT TRANSACTIONS:
  Purchases..............         103,255            --                     27            40,040                156            136
  Net transfers..........      12,570,924            882,849         3,834,337         6,039,925          9,250,118      1,063,784
  Surrenders.............      (1,417,215)           (17,802)         (430,212)         (433,918)          (388,933)       (57,314)
  Net loan activity......         (35,024)             4,385           (42,196)          (14,211)          (126,702)       (23,857)
  Cost of insurance......        (204,886)            (7,440)          (51,934)          (63,263)          (107,665)       (13,409)
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........      11,017,054            861,992         3,310,022         5,568,573          8,626,974        969,340
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
  Total increase
   (decrease) in net
   assets................      17,310,230            960,173         5,420,876         5,343,621         13,084,497      1,056,586
NET ASSETS:
  Beginning of period....      23,855,213            681,089         5,255,858         6,666,273         10,291,627      1,406,895
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
  End of period..........     $41,165,443         $1,641,262      $ 10,676,734       $12,009,894        $23,376,124     $2,463,481
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
                           ------------------   ---------------   ------------   -------------------   -------------   -------------
 
<CAPTION>
                           SMALL COMPANY      MIDCAP
                               FUND            FUND
                            SUB-ACCOUNT    SUB-ACCOUNT
                           -------------   ------------
<S>                        <C>             <C>
OPERATIONS:
  Net investment income
   (loss)................   $  --            $      4
  Capital gains income...       17,778         --
  Net realized gain
   (loss) on security
   transactions..........         (923)           449
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       83,515         32,452
                           -------------   ------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............      100,370         32,905
                           -------------   ------------
UNIT TRANSACTIONS:
  Purchases..............      --              --
  Net transfers..........      476,445        168,495
  Surrenders.............      (91,302)        (1,395)
  Net loan activity......      (34,180)        --
  Cost of insurance......       (4,262)          (836)
                           -------------   ------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........      346,701        166,264
                           -------------   ------------
  Total increase
   (decrease) in net
   assets................      447,071        199,169
NET ASSETS:
  Beginning of period....      989,293         91,697
                           -------------   ------------
  End of period..........   $1,436,364       $290,866
                           -------------   ------------
                           -------------   ------------
                           SMALL COMPANY      MIDCAP
                               FUND            FUND
                            SUB-ACCOUNT    SUB-ACCOUNT*
                           -------------   ------------
OPERATIONS:
  Net investment income
   (loss)................   $      449       $     82
  Capital gains income...       44,954         --
  Net realized gain
   (loss) on security
   transactions..........         (415)            (2)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       (7,085)         2,981
                           -------------   ------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       37,903          3,061
                           -------------   ------------
UNIT TRANSACTIONS:
  Purchases..............      --               1,000
  Net transfers..........      956,329         87,826
  Surrenders.............      (12,652)          (110)
  Net loan activity......       (1,427)        --
  Cost of insurance......       (2,262)           (80)
                           -------------   ------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........      939,988         88,636
                           -------------   ------------
  Total increase
   (decrease) in net
   assets................      977,891         91,697
NET ASSETS:
  Beginning of period....       11,402         --
                           -------------   ------------
  End of period..........   $  989,293       $ 91,697
                           -------------   ------------
                           -------------   ------------
</TABLE>
<PAGE>
                      This page intentionally left blank.
<PAGE>
                                                                              53
- --------------------------------------------------------------------------------
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To ITT Hartford Life and Annuity Insurance Company
Separate Account Five and to the
Owners of Units of Interest Therein:
 
We have audited the accompanying statement of assets and liabilities of the Bond
Fund Sub-Account, Stock Fund Sub-Account, Money Market Fund Sub-Account,
Advisers Fund Sub-Account, Capital Appreciation Fund Sub-Account, Mortgage
Securities Fund Sub-Account, Index Fund Sub-Account, International Opportunities
Fund Sub-Account, Dividend and Growth Fund Sub-Account, International Advisers
Fund Sub-Account, Small Company Fund Sub-Account and MidCap Fund Sub-Account
(constituting ITT Hartford Life and Annuity Insurance Company Separate Account
Five) (the Accounts) as of December 31, 1997, and the related statement of
operations for the year then ended and statements of changes in net assets for
each of the two years in the period then ended (except for the MidCap Fund
Sub-Account which reflects the period from inception, July 15, 1997, to December
31, 1997 and the Small Company Fund Sub-Account which reflects the year ended
December 31, 1997 and the period from inception, August 9, 1996, to December 31,
1996). 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 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.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Bond Fund Sub-Account,
Stock Fund Sub-Account, Money Market Fund Sub-Account, Advisers Fund
Sub-Account, Capital Appreciation Fund Sub-Account, Mortgage Securities Fund
Sub-Account, Index Fund Sub-Account, International Opportunities Fund
Sub-Account, Dividend and Growth Fund Sub-Account, International Advisers Fund
Sub-Account, Small Company Fund Sub-Account and MidCap Fund Sub-Account
(constituting ITT Hartford Life and Annuity Insurance Company Separate Account
Five) as of December 31, 1997, the results of its operations for the year then
ended and the changes in its net assets for each of the two years in the period
then ended (except for the MidCap Fund Sub-Account which reflects the period
from inception, July 15, 1997, to December 31, 1997 and the Small Company Fund
Sub-Account which reflects the year ended December 31, 1997 and the period from
inception, August 9, 1996, to December 31, 1996) in conformity with generally
accepted accounting principles.
 
                                         ARTHUR ANDERSEN LLP
 
Hartford, Connecticut
February 16, 1998
<PAGE>
54
- --------------------------------------------------------------------------------
 
SEPARATE ACCOUNT FIVE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                         MONEY
                            BOND FUND    STOCK FUND   MARKET FUND  ADVISERS FUND
                           SUB-ACCOUNT   SUB-ACCOUNT  SUB-ACCOUNT   SUB-ACCOUNT
                           -----------   -----------  -----------  -------------
<S>                        <C>           <C>          <C>          <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
    Shares      3,097,966
    Cost      $ 3,123,634
    Market Value.........  $3,252,102        --           --            --
  Hartford Stock Fund,
   Inc.
    Shares      6,282,012
    Cost      $25,403,204
    Market Value.........      --        $32,184,802      --            --
  HVA Money Market Fund,
   Inc.
    Shares     11,007,872
    Cost      $11,007,872
    Market Value.........      --            --       $11,007,872       --
  Hartford Advisers Fund,
   Inc.
    Shares     16,136,729
    Cost      $34,427,039
    Market Value.........      --            --           --        $40,773,414
  Hartford Capital
   Appreciation Fund,
   Inc.
    Shares      9,335,313
    Cost      $34,763,335
    Market Value.........      --            --           --            --
  Hartford Mortgage
   Securities Fund, Inc.
    Shares      1,514,384
    Cost      $ 1,619,425
    Market Value.........      --            --           --            --
  Hartford Index Fund,
   Inc.
    Shares      3,710,121
    Cost      $ 8,592,499
    Market Value.........      --            --           --            --
  Hartford International
   Opportunities Fund,
   Inc.
    Shares      9,277,915
    Cost      $12,502,555
    Market Value.........      --            --           --            --
  Hartford Dividend and
   Growth Fund, Inc.
    Shares     11,973,364
    Cost      $18,457,333
    Market Value.........      --            --           --            --
  Hartford International
   Advisers Fund, Inc.
    Shares      2,096,953
    Cost      $ 2,427,278
    Market Value.........      --            --           --            --
  Hartford Small Company,
   Inc.
    Shares        822,909
    Cost       $  996,331
    Market Value.........      --            --           --            --
  Hartford MidCap Fund,
   Inc.
    Shares         80,641
    Cost       $   88,716
    Market Value.........      --            --           --            --
  Due from ITT Hartford
   Life and Annuity
   Insurance Company.....      23,003           152       --             23,216
  Receivable from fund
   shares sold...........      --                 1       45,952        --
                           -----------   -----------  -----------  -------------
  Total Assets...........   3,275,105    32,184,955   11,053,824     40,796,630
                           -----------   -----------  -----------  -------------
LIABILITIES:
  Due to ITT Hartford
   Life and Annuity
   Insurance Company.....      --            --           45,980        --
  Payable for fund shares
   purchased.............      23,000        --           --             23,000
                           -----------   -----------  -----------  -------------
  Total Liabilities......      23,000        --           45,980         23,000
                           -----------   -----------  -----------  -------------
  Net Assets (variable
   life contract
   liabilities)..........  $3,252,105    $32,184,955  $11,007,844   $40,773,630
                           -----------   -----------  -----------  -------------
                           -----------   -----------  -----------  -------------
 
  Units Owned by
   Participants..........   2,382,821    14,843,994    9,409,604     22,025,977
  Unit Values............  $ 1.364813    $ 2.168214   $ 1.169852    $  1.851161
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
                                                                              55
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                CAPITAL           MORTGAGE                      INTERNATIONAL      DIVIDEND AND   INTERNATIONAL
                           APPRECIATION FUND   SECURITIES FUND   INDEX FUND   OPPORTUNITIES FUND   GROWTH FUND    ADVISERS FUND
                              SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT
                           -----------------   ---------------   -----------  ------------------   ------------   -------------
<S>                        <C>                 <C>               <C>          <C>                  <C>            <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
    Shares      3,097,966
    Cost      $ 3,123,634
    Market Value.........        --                 --               --             --                 --             --
  Hartford Stock Fund,
   Inc.
    Shares      6,282,012
    Cost      $25,403,204
    Market Value.........        --                 --               --             --                 --             --
  HVA Money Market Fund,
   Inc.
    Shares     11,007,872
    Cost      $11,007,872
    Market Value.........        --                 --               --             --                 --             --
  Hartford Advisers Fund,
   Inc.
    Shares     16,136,729
    Cost      $34,427,039
    Market Value.........        --                 --               --             --                 --             --
  Hartford Capital
   Appreciation Fund,
   Inc.
    Shares      9,335,313
    Cost      $34,763,335
    Market Value.........     $41,166,087           --               --             --                 --             --
  Hartford Mortgage
   Securities Fund, Inc.
    Shares      1,514,384
    Cost      $ 1,619,425
    Market Value.........        --              $1,641,260          --             --                 --             --
  Hartford Index Fund,
   Inc.
    Shares      3,710,121
    Cost      $ 8,592,499
    Market Value.........        --                 --           $10,676,648        --                 --             --
  Hartford International
   Opportunities Fund,
   Inc.
    Shares      9,277,915
    Cost      $12,502,555
    Market Value.........        --                 --               --          $12,009,862           --             --
  Hartford Dividend and
   Growth Fund, Inc.
    Shares     11,973,364
    Cost      $18,457,333
    Market Value.........        --                 --               --             --             $23,375,933        --
  Hartford International
   Advisers Fund, Inc.
    Shares      2,096,953
    Cost      $ 2,427,278
    Market Value.........        --                 --               --             --                 --          $2,463,481
  Hartford Small Company,
   Inc.
    Shares        822,909
    Cost       $  996,331
    Market Value.........        --                 --               --             --                 --             --
  Hartford MidCap Fund,
   Inc.
    Shares         80,641
    Cost       $   88,716
    Market Value.........        --                 --               --             --                 --             --
  Due from ITT Hartford
   Life and Annuity
   Insurance Company.....        --                       2              86           10,032           --             --
  Receivable from fund
   shares sold...........               4           --               --             --                  10,000        --
                           -----------------   ---------------   -----------  ------------------   ------------   -------------
  Total Assets...........      41,166,091         1,641,262      10,676,734       12,019,894        23,385,933      2,463,481
                           -----------------   ---------------   -----------  ------------------   ------------   -------------
LIABILITIES:
  Due to ITT Hartford
   Life and Annuity
   Insurance Company.....             648           --               --             --                   9,809        --
  Payable for fund shares
   purchased.............        --                 --               --               10,000           --             --
                           -----------------   ---------------   -----------  ------------------   ------------   -------------
  Total Liabilities......             648           --               --               10,000             9,809        --
                           -----------------   ---------------   -----------  ------------------   ------------   -------------
  Net Assets (variable
   life contract
   liabilities)..........     $41,165,443        $1,641,262      $10,676,734     $12,009,894       $23,376,124     $2,463,481
                           -----------------   ---------------   -----------  ------------------   ------------   -------------
                           -----------------   ---------------   -----------  ------------------   ------------   -------------
 
  Units Owned by
   Participants..........      21,477,473         1,232,805       4,848,574        9,132,125        10,632,862      1,802,863
  Unit Values............     $  1.916680        $ 1.331324      $ 2.202036      $  1.315126       $  2.198479     $ 1.366427
 
<CAPTION>
                              SMALL         MIDCAP
                           COMPANY FUND      FUND
                           SUB-ACCOUNT    SUB-ACCOUNT
                           ------------   -----------
<S>                        <C>            <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
    Shares      3,097,966
    Cost      $ 3,123,634
    Market Value.........      --             --
  Hartford Stock Fund,
   Inc.
    Shares      6,282,012
    Cost      $25,403,204
    Market Value.........      --             --
  HVA Money Market Fund,
   Inc.
    Shares     11,007,872
    Cost      $11,007,872
    Market Value.........      --             --
  Hartford Advisers Fund,
   Inc.
    Shares     16,136,729
    Cost      $34,427,039
    Market Value.........      --             --
  Hartford Capital
   Appreciation Fund,
   Inc.
    Shares      9,335,313
    Cost      $34,763,335
    Market Value.........      --             --
  Hartford Mortgage
   Securities Fund, Inc.
    Shares      1,514,384
    Cost      $ 1,619,425
    Market Value.........      --             --
  Hartford Index Fund,
   Inc.
    Shares      3,710,121
    Cost      $ 8,592,499
    Market Value.........      --             --
  Hartford International
   Opportunities Fund,
   Inc.
    Shares      9,277,915
    Cost      $12,502,555
    Market Value.........      --             --
  Hartford Dividend and
   Growth Fund, Inc.
    Shares     11,973,364
    Cost      $18,457,333
    Market Value.........      --             --
  Hartford International
   Advisers Fund, Inc.
    Shares      2,096,953
    Cost      $ 2,427,278
    Market Value.........      --             --
  Hartford Small Company,
   Inc.
    Shares        822,909
    Cost       $  996,331
    Market Value.........   $ 989,310         --
  Hartford MidCap Fund,
   Inc.
    Shares         80,641
    Cost       $   88,716
    Market Value.........      --          $  91,697
  Due from ITT Hartford
   Life and Annuity
   Insurance Company.....      --             --
  Receivable from fund
   shares sold...........      --             --
                           ------------   -----------
  Total Assets...........     989,310         91,697
                           ------------   -----------
LIABILITIES:
  Due to ITT Hartford
   Life and Annuity
   Insurance Company.....          17         --
  Payable for fund shares
   purchased.............      --             --
                           ------------   -----------
  Total Liabilities......          17         --
                           ------------   -----------
  Net Assets (variable
   life contract
   liabilities)..........   $ 989,293      $  91,697
                           ------------   -----------
                           ------------   -----------
  Units Owned by
   Participants..........     849,968         88,219
  Unit Values............   $1.163918      $1.039425
</TABLE>
 
<PAGE>
56
- --------------------------------------------------------------------------------
 
SEPARATE ACCOUNT FIVE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                          MONEY
                            BOND FUND    STOCK FUND    MARKET FUND   ADVISERS FUND
                           SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT
                           -----------   -----------   -----------   -------------
<S>                        <C>           <C>           <C>           <C>
INVESTMENT INCOME:
  Dividends..............   $156,755     $   274,037    $632,382      $  789,490
EXPENSES:
  Mortality and expense
   undertakings..........     --             --           --             --
                           -----------   -----------   -----------   -------------
    Net investment
     income..............    156,755         274,037     632,382         789,490
                           -----------   -----------   -----------   -------------
CAPITAL GAINS INCOME.....     --             904,272      --           1,045,984
                           -----------   -----------   -----------   -------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........        894          12,939      --               3,344
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    118,897       4,902,064      --           4,613,047
                           -----------   -----------   -----------   -------------
    Net gain (loss) on
     investments.........    119,791       4,915,003      --           4,616,391
                           -----------   -----------   -----------   -------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....   $276,546     $ 6,093,312    $632,382      $6,451,865
                           -----------   -----------   -----------   -------------
                           -----------   -----------   -----------   -------------
</TABLE>
 
* From inception, July 15, 1997 to December 31, 1997.
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
                                                                              57
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                CAPITAL           MORTGAGE                       INTERNATIONAL      DIVIDEND AND   INTERNATIONAL
                           APPRECIATION FUND   SECURITIES FUND   INDEX FUND    OPPORTUNITIES FUND   GROWTH FUND    ADVISERS FUND
                              SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT
                           -----------------   ---------------   -----------   ------------------   ------------   -------------
<S>                        <C>                 <C>               <C>           <C>                  <C>            <C>
INVESTMENT INCOME:
  Dividends..............     $  190,756           $79,693       $   116,095       $ 108,028         $  324,234       $72,657
EXPENSES:
  Mortality and expense
   undertakings..........       --                 --                --             --                  --             --
                           -----------------       -------       -----------      ----------        ------------   -------------
    Net investment
     income..............        190,756            79,693           116,095         108,028            324,234        72,657
                           -----------------       -------       -----------      ----------        ------------   -------------
CAPITAL GAINS INCOME.....      1,971,454           --                474,812         587,257            328,863         4,846
                           -----------------       -------       -----------      ----------        ------------   -------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........          4,174               141            (3,017)         (1,502)            (3,678)          691
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      4,126,792            18,347         1,522,964        (918,735)         3,808,104         9,052
                           -----------------       -------       -----------      ----------        ------------   -------------
    Net gain (loss) on
     investments.........      4,130,966            18,488         1,519,947        (920,237)         3,804,426         9,743
                           -----------------       -------       -----------      ----------        ------------   -------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....     $6,293,176           $98,181       $ 2,110,854       $(224,952)        $4,457,523       $87,246
                           -----------------       -------       -----------      ----------        ------------   -------------
                           -----------------       -------       -----------      ----------        ------------   -------------
 
<CAPTION>
                              SMALL          MIDCAP
                           COMPANY FUND       FUND
                           SUB-ACCOUNT    SUB-ACCOUNT*
                           ------------   ------------
<S>                        <C>            <C>
INVESTMENT INCOME:
  Dividends..............    $   449         $   82
EXPENSES:
  Mortality and expense
   undertakings..........     --             --
                           ------------      ------
    Net investment
     income..............        449             82
                           ------------      ------
CAPITAL GAINS INCOME.....     44,954         --
                           ------------      ------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........       (415)            (2)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     (7,085)         2,981
                           ------------      ------
    Net gain (loss) on
     investments.........     (7,500)         2,979
                           ------------      ------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....    $37,903         $3,061
                           ------------      ------
                           ------------      ------
</TABLE>
<PAGE>
58
- --------------------------------------------------------------------------------
 
SEPARATE ACCOUNT FIVE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                            MONEY
                            BOND FUND     STOCK FUND     MARKET FUND    ADVISERS FUND
                           SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                           -----------   ------------   -------------   -------------
<S>                        <C>           <C>            <C>             <C>
OPERATIONS:
  Net investment
   income................  $  156,755    $   274,037    $    632,382     $   789,490
  Capital gains income...      --            904,272         --            1,045,984
  Net realized gain
   (loss) on security
   transactions..........         894         12,939         --                3,344
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     118,897      4,902,064         --            4,613,047
                           -----------   ------------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     276,546      6,093,312         632,382       6,451,865
                           -----------   ------------   -------------   -------------
UNIT TRANSACTIONS:
  Purchases..............          16         50,244      63,908,110         243,545
  Net transfers..........   1,318,984     12,296,285     (62,169,665)     13,868,301
  Surrenders.............     (43,171)    (1,275,425)       (393,227)     (1,057,654)
  Net loan activity......     (15,758)       (97,878)     (2,491,658)        (64,323)
  Cost of insurance......     (16,113)      (151,064)       (109,762)       (204,969)
                           -----------   ------------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........   1,243,958     10,822,162      (1,256,202)     12,784,900
                           -----------   ------------   -------------   -------------
  Total increase
   (decrease) in net
   assets................   1,520,504     16,915,474        (623,820)     19,236,765
NET ASSETS:
  Beginning of period....   1,731,601     15,269,481      11,631,664      21,536,865
                           -----------   ------------   -------------   -------------
  End of period..........  $3,252,105    $32,184,955    $ 11,007,844     $40,773,630
                           -----------   ------------   -------------   -------------
                           -----------   ------------   -------------   -------------
* From inception, July 15, 1997 to December 31, 1997.
 
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
 
                                                            MONEY
                            BOND FUND     STOCK FUND     MARKET FUND    ADVISERS FUND
                           SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                           -----------   ------------   -------------   -------------
OPERATIONS:
  Net investment
   income................  $   61,277    $   140,710    $    404,912     $   357,873
  Capital gains income...      --            185,013         --              116,357
  Net realized (loss)
   gain on security
   transactions..........        (451)           524         --                  415
  Net unrealized
   appreciation of
   investments during the
   period................       2,527      1,657,996         --            1,542,513
                           -----------   ------------   -------------   -------------
  Net increase in net
   assets resulting from
   operations............      63,353      1,984,243         404,912       2,017,158
                           -----------   ------------   -------------   -------------
UNIT TRANSACTIONS:
  Purchases..............      --                 29      68,474,293          17,409
  Net transfers..........   1,407,699      9,799,913     (59,831,330)     15,943,206
  Surrenders.............     (40,106)      (233,750)       (203,050)       (281,648)
  Net loan activity......      --            (71,384)     (1,787,588)        (82,526)
  Cost of insurance......      (5,636)       (53,381)        (82,442)        (79,595)
                           -----------   ------------   -------------   -------------
  Net increase in net
   assets resulting from
   unit transactions.....   1,361,957      9,441,427       6,569,883      15,516,846
                           -----------   ------------   -------------   -------------
  Total increase in net
   assets................   1,425,310     11,425,670       6,974,795      17,534,004
NET ASSETS:
  Beginning of period....     306,291      3,843,811       4,656,869       4,002,861
                           -----------   ------------   -------------   -------------
  End of period..........  $1,731,601    $15,269,481    $ 11,631,664     $21,536,865
                           -----------   ------------   -------------   -------------
                           -----------   ------------   -------------   -------------
** From inception, August 9, 1996 to December 31, 1996.
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
                                                                              59
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                CAPITAL            MORTGAGE                            INTERNATIONAL         DIVIDEND AND
                           APPRECIATION FUND    SECURITIES FUND      INDEX FUND      OPPORTUNITIES FUND      GROWTH FUND
                              SUB-ACCOUNT         SUB-ACCOUNT        SUB-ACCOUNT        SUB-ACCOUNT          SUB-ACCOUNT
                           -----------------   -----------------   ---------------   ------------------   ------------------
<S>                        <C>                 <C>                 <C>               <C>                  <C>
OPERATIONS:
  Net investment
   income................     $   190,756         $   79,693         $   116,095        $   108,028          $   324,234
  Capital gains income...       1,971,454           --                   474,812            587,257              328,863
  Net realized gain
   (loss) on security
   transactions..........           4,174                141              (3,017)            (1,502)              (3,678)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       4,126,792             18,347           1,522,964           (918,735)           3,808,104
                           -----------------   -----------------   ---------------   ------------------   ------------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       6,293,176             98,181           2,110,854           (224,952)           4,457,523
                           -----------------   -----------------   ---------------   ------------------   ------------------
UNIT TRANSACTIONS:
  Purchases..............         103,255           --                        27             40,040                  156
  Net transfers..........      12,570,924            882,849           3,834,337          6,039,925            9,250,118
  Surrenders.............      (1,417,215)           (17,802)           (430,212)          (433,918)            (388,933)
  Net loan activity......         (35,024)             4,385             (42,196)           (14,211)            (126,702)
  Cost of insurance......        (204,886)            (7,440)            (51,934)           (63,263)            (107,665)
                           -----------------   -----------------   ---------------   ------------------   ------------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........      11,017,054            861,992           3,310,022          5,568,573            8,626,974
                           -----------------   -----------------   ---------------   ------------------   ------------------
  Total increase
   (decrease) in net
   assets................      17,310,230            960,173           5,420,876          5,343,621           13,084,497
NET ASSETS:
  Beginning of period....      23,855,213            681,089           5,255,858          6,666,273           10,291,627
                           -----------------   -----------------   ---------------   ------------------   ------------------
  End of period..........     $41,165,443         $1,641,262         $10,676,734        $12,009,894          $23,376,124
                           -----------------   -----------------   ---------------   ------------------   ------------------
                           -----------------   -----------------   ---------------   ------------------   ------------------
* From inception, July 15, 1997 to December 31, 1997.
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
                                CAPITAL            MORTGAGE                            INTERNATIONAL         DIVIDEND AND
                           APPRECIATION FUND    SECURITIES FUND      INDEX FUND      OPPORTUNITIES FUND      GROWTH FUND
                              SUB-ACCOUNT         SUB-ACCOUNT        SUB-ACCOUNT        SUB-ACCOUNT          SUB-ACCOUNT
                           -----------------   -----------------   ---------------   ------------------   ------------------
OPERATIONS:
  Net investment
   income................     $   100,190         $   24,643         $    56,990        $    75,641          $   128,284
  Capital gains income...         542,857           --                    18,617             46,012               41,509
  Net realized (loss)
   gain on security
   transactions..........          (2,788)              (687)              3,838                (26)                (280)
  Net unrealized
   appreciation of
   investments during the
   period................       2,060,719                577             523,283            366,466              967,296
                           -----------------   -----------------   ---------------   ------------------   ------------------
  Net increase in net
   assets resulting from
   operations............       2,700,978             24,533             602,728            488,093            1,136,809
                           -----------------   -----------------   ---------------   ------------------   ------------------
UNIT TRANSACTIONS:
  Purchases..............              29           --                  --                 --                   --
  Net transfers..........      14,180,908            513,118           4,159,498          5,005,094            7,624,232
  Surrenders.............        (360,928)           (14,119)            (66,581)          (107,782)            (155,061)
  Net loan activity......         (88,831)                (1)            (65,105)           (24,312)             (39,663)
  Cost of insurance......         (88,601)            (2,230)            (18,114)           (23,891)             (32,690)
                           -----------------   -----------------   ---------------   ------------------   ------------------
  Net increase in net
   assets resulting from
   unit transactions.....      13,642,577            496,768           4,009,698          4,849,109            7,396,818
                           -----------------   -----------------   ---------------   ------------------   ------------------
  Total increase in net
   assets................      16,343,555            521,301           4,612,426          5,337,202            8,533,627
NET ASSETS:
  Beginning of period....       7,511,658            159,788             643,432          1,329,071            1,758,000
                           -----------------   -----------------   ---------------   ------------------   ------------------
  End of period..........     $23,855,213         $  681,089         $ 5,255,858        $ 6,666,273          $10,291,627
                           -----------------   -----------------   ---------------   ------------------   ------------------
                           -----------------   -----------------   ---------------   ------------------   ------------------
** From inception, August 9, 1996 to December 31, 1996.
 
<CAPTION>
                           INTERNATIONAL      SMALL         MIDCAP
                           ADVISERS FUND   COMPANY FUND      FUND
                            SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT*
                           -------------   ------------   -----------
<S>                        <C>             <C>            <C>
OPERATIONS:
  Net investment
   income................   $   72,657       $    449       $    82
  Capital gains income...        4,846         44,954        --
  Net realized gain
   (loss) on security
   transactions..........          691           (415)           (2)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................        9,052         (7,085)        2,981
                           -------------   ------------   -----------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       87,246         37,903         3,061
                           -------------   ------------   -----------
UNIT TRANSACTIONS:
  Purchases..............          136         --             1,000
  Net transfers..........    1,063,784        956,329        87,826
  Surrenders.............      (57,314)       (12,652)         (110)
  Net loan activity......      (23,857)        (1,427)       --
  Cost of insurance......      (13,409)        (2,262)          (80)
                           -------------   ------------   -----------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........      969,340        939,988        88,636
                           -------------   ------------   -----------
  Total increase
   (decrease) in net
   assets................    1,056,586        977,891        91,697
NET ASSETS:
  Beginning of period....    1,406,895         11,402        --
                           -------------   ------------   -----------
  End of period..........   $2,463,481       $989,293       $91,697
                           -------------   ------------   -----------
                           -------------   ------------   -----------
* From inception, July 15
STATEMENT OF CHANGES IN N
FOR THE YEAR ENDED DECEMB
                           INTERNATIONAL      SMALL
                           ADVISERS FUND   COMPANY FUND
                            SUB-ACCOUNT    SUB-ACCOUNT**
                           -------------   ------------
OPERATIONS:
  Net investment
   income................   $   33,540       $      1
  Capital gains income...       28,341         --
  Net realized (loss)
   gain on security
   transactions..........           38         --
  Net unrealized
   appreciation of
   investments during the
   period................       22,219             64
                           -------------   ------------
  Net increase in net
   assets resulting from
   operations............       84,138             65
                           -------------   ------------
UNIT TRANSACTIONS:
  Purchases..............      --               1,000
  Net transfers..........    1,187,324         10,337
  Surrenders.............      (10,618)        --
  Net loan activity......       (7,147)        --
  Cost of insurance......       (4,435)        --
                           -------------   ------------
  Net increase in net
   assets resulting from
   unit transactions.....    1,165,124         11,337
                           -------------   ------------
  Total increase in net
   assets................    1,249,262         11,402
NET ASSETS:
  Beginning of period....      157,633         --
                           -------------   ------------
  End of period..........   $1,406,895       $ 11,402
                           -------------   ------------
                           -------------   ------------
** From inception, August
</TABLE>
 
<PAGE>
60
- --------------------------------------------------------------------------------
 
                             SEPARATE ACCOUNT FIVE
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1997
 
 1. ORGANIZATION:
 
    Separate Account Five (the Account) is a separate investment account within
ITT Hartford Life and 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. The Account consists of
forty-one sub-accounts. These financial statements include twelve sub-accounts
which invest solely in Hartford Mutual Funds (the Funds). The thirteen
sub-accounts which invest in Dean Witter Select Dimensions Portfolios and the
sixteen sub-accounts which invest in Putnam VT are presented in separate
financial statements. Both the Company and the Account are subject to
supervision and regulation by the Department of Insurance of the State of
Connecticut and the SEC. The Account invests deposits by variable life
contractholders of the Company in 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 are valued at
the closing net asset value per share as determined by the appropriate Fund as
of December 31, 1997.
 
    c) FEDERAL INCOME TAXES -- The operations of the Account form a part of, and
are taxed with, the total operations of the Company, which is taxed as an
insurance company under the Internal Revenue Code. Under current law, no federal
income taxes are payable with respect to the operations of the Account.
 
    d) USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the financial statements and the reported amounts
of income and expenses during the period. Operating results in the future could
vary from the amounts derived from management's estimates.
 
 3. ADMINISTRATION OF THE ACCOUNT
   AND RELATED CHARGES:
 
    In accordance with the terms of the contracts, the Company makes deductions
for mortality and expense undertakings, cost of insurance, administrative fees,
and state premium taxes. These charges are deducted through termination of units
of interest from applicable contract owners' accounts, in accordance with the
terms of the contracts.
<PAGE>
                                                                              61
- --------------------------------------------------------------------------------
 
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
<TABLE>
<CAPTION>
                                                         SECOND
                                                                        SIX MONTHS
                                                      QUARTER ENDED        ENDED
                                                        JUNE 30,         JUNE 30,
                                                      -------------   ---------------
                                                      1998    1997     1998     1997
                                                      -----   -----   ------   ------
                                                               (IN MILLIONS)
                                                                (UNAUDITED)
 <S>                                                  <C>     <C>     <C>      <C>
 Revenues
   Premiums and other considerations...............   $ 383   $ 323   $  946   $  633
   Net investment income...........................     344     322      696      659
   Net realized capital (losses) gains.............      (6)     --       (6)       4
                                                      -----   -----   ------   ------
     Total revenues................................     721     645    1,636    1,296
                                                      -----   -----   ------   ------
 Benefits, claims and expenses
   Benefits, claims and claim adjustment
    expenses.......................................     349     310      747      652
   Amortization of deferred policy acquisition
    costs..........................................     115      91      209      172
   Dividends to policyholders......................       9      18      116       72
   Other insurance expenses........................     118     117      306      190
                                                      -----   -----   ------   ------
     Total benefits, claims and expenses...........     591     536    1,378    1,086
                                                      -----   -----   ------   ------
   Income before income tax expense................     130     109      258      210
   Income tax expense..............................      45      35       90       73
                                                      -----   -----   ------   ------
   Net income......................................   $  85   $  74   $  168   $  137
                                                      -----   -----   ------   ------
                                                      -----   -----   ------   ------
</TABLE>
 
           See Notes to Condensed Consolidated Financial Statements.
<PAGE>
62
- --------------------------------------------------------------------------------
 
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
<TABLE>
<CAPTION>
                                                       JUNE     DECEMBER
                                                        30,     31,
                                                       1998      1997
                                                      -------   -------
                                                        (IN MILLIONS,
                                                      EXCEPT FOR SHARE
                                                            DATA)
 <S>                                                  <C>       <C>
                                                         (UNAUDITED)
 Assets
   Investments
   Fixed maturities, available for sale, at fair
    value (amortized cost of $14,083 and
    $13,885).......................................   $14,496   $14,176
   Equity securities, at fair value................        99      180
   Policy loans, at outstanding balance............     3,767    3,756
   Other investments, at cost......................       239       47
                                                      -------   -------
     Total investments.............................    18,601   18,159
   Cash............................................        62       54
   Premiums and amounts receivable.................        22       18
   Accrued investment income.......................       338      330
   Reinsurance recoverable.........................     5,925    6,114
   Deferred policy acquisition costs...............     3,573    3,315
   Deferred income tax.............................       391      348
   Other assets....................................       169      352
   Separate account assets.........................    80,673   69,055
                                                      -------   -------
     Total assets..................................   $109,754  $97,745
                                                      -------   -------
                                                      -------   -------
 Liabilities
   Future policy benefits..........................   $ 3,240   $3,059
   Other policyholder funds........................    20,950   21,034
   Other liabilities...............................     2,310    2,254
   Separate account liabilities....................    80,673   69,055
                                                      -------   -------
     Total liabilities.............................   107,173   95,402
 Stockholder's Equity
   Common stock -- authorized 1,000; issued and
    outstanding, par value $5,690..................         6        6
   Capital surplus.................................     1,045    1,045
   Accumulated other comprehensive income
    Net unrealized capital gains on securities, net
    of tax.........................................       249      179
    Total accumulated other comprehensive income...       249      179
    Retained earnings..............................     1,281    1,113
                                                      -------   -------
     Total stockholder's equity....................     2,581    2,343
                                                      -------   -------
   Total liabilities and stockholder's equity......   $109,754  $97,745
                                                      -------   -------
                                                      -------   -------
</TABLE>
 
           See Notes to Condensed Consolidated Financial Statements.
<PAGE>
                                                                              63
- --------------------------------------------------------------------------------
 
                      CONDENSED CONSOLIDATED STATEMENTS OF
                        CHANGES IN STOCKHOLDER'S EQUITY
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
SIX MONTHS ENDED JUNE 30, 1998
 
<TABLE>
<CAPTION>
                                                                           ACCUMULATED OTHER
                                                                             COMPREHENSIVE
                                                                                 INCOME
                                               --------------------------------------------------------------------------
                                                                            NET UNREALIZED
                                                                           CAPITAL GAINS ON                     TOTAL
                                               COMMON                     SECURITIES, NET OF    RETAINED    STOCKHOLDER'S
                                               STOCK    CAPITAL SURPLUS          TAX            EARNINGS       EQUITY
                                               ------   ---------------   ------------------   ----------   -------------
                                                                             (IN MILLIONS)
                                                                              (UNAUDITED)
<S>                                            <C>      <C>               <C>                  <C>          <C>
Balance, December 31, 1997...................    $6         $1,045              $ 179            $1,113        $2,343
Comprehensive income
  Net income.................................    --             --                 --               168           168
  Other comprehensive income, net of tax (1):
   Change in unrealized capital gains
    on securities (2)........................    --             --                 70                --            70
  Total other comprehensive income...........                                                                      70
Total comprehensive income...................                                                                     238
                                                 --
                                                            ------              -----          ----------      ------
Balance, June 30, 1998.......................    $6         $1,045              $ 249            $1,281        $2,581
                                                 --
                                                 --
                                                            ------              -----          ----------      ------
                                                            ------              -----          ----------      ------
</TABLE>
 
SIX MONTHS ENDED JUNE 30, 1997
 
<TABLE>
<CAPTION>
                                                                     ACCUMULATED OTHER
                                                                       COMPREHENSIVE
                                                                           INCOME
                                           ----------------------------------------------------------------------
                                                                    NET UNREALIZED
                                                                     CAPITAL GAINS                      TOTAL
                                           COMMON     CAPITAL       ON SECURITIES,     RETAINED     STOCKHOLDER'S
                                           STOCK      SURPLUS         NET OF TAX       EARNINGS        EQUITY
                                           ------  --------------   ---------------   -----------   -------------
                                                                       (IN MILLIONS)
                                                                        (UNAUDITED)
 <S>                                       <C>     <C>              <C>               <C>           <C>
 Balance, December 31, 1996..............    $6        $1,045            $ 30           $  811         $1,892
 Comprehensive income
   Net income............................    --            --              --              137            137
   Other comprehensive income, net of tax
    (1):
    Change in unrealized capital gains
     on securities (2)...................    --            --               3               --              3
   Total other comprehensive income......                                                                   3
 Total comprehensive income..............                                                                 140
                                             --
                                                       ------          ------         -----------      ------
 Balance, June 30, 1997..................    $6        $1,045            $ 33           $  948         $2,032
                                             --
                                             --
                                                       ------          ------         -----------      ------
                                                       ------          ------         -----------      ------
</TABLE>
 
- ---------
 
(1) Unrealized gain on securities is reflected net of tax expense of $134 and
    $18 for June 30, 1998 and 1997, respectively.
 
(2) Net of reclassification adjustment for (losses) gains realized in net income
    of $(6) and $4 for June 30, 1998 and 1997, respectively.
 
           See Notes to Condensed Consolidated Financial Statements.
<PAGE>
64
- --------------------------------------------------------------------------------
 
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
<TABLE>
<CAPTION>
                                           SIX MONTHS ENDED
                                               JUNE 30,
                                          -------------------
                                            1998       1997
                                          --------   --------
                                             (IN MILLIONS)
                                              (UNAUDITED)
<S>                                       <C>        <C>
Operating Activities
  Net income............................  $    168   $    137
Adjustments to net income:
  Depreciation and amortization.........       (12)         9
  Net realized capital losses (gains)...         6         (4)
  (Increase) decrease in deferred income
   taxes................................       (83)         9
  Increase in deferred policy
   acquisition costs....................      (258)      (229)
  (Increase) decrease in premiums
   receivable and agents' balances......        (4)        92
  (Increase) decrease in accrued
   investment income....................        (8)        48
  Decrease in other assets..............       129         41
  Decrease (increase) in reinsurance
   recoverables.........................        20        (40)
  Increase in liabilities for future
   policy benefits......................       181        204
  (Decrease) increase in other
   liabilities..........................      (147)       146
                                          --------   --------
    Cash (used for) provided by
     operating activities...............        (8)       413
                                          --------   --------
Investing Activities
  Purchases of fixed maturity
   investments..........................    (3,287)    (3,801)
  Sales of fixed maturity investments...     1,846      2,274
  Maturities and principal paydowns of
   fixed maturity investments...........       979      1,343
  Net (purchases) sales of other
   investments..........................       (86)       110
  Net sales of short-term investments...       480        138
                                          --------   --------
    Cash (used for) provided by
     investing activities...............       (68)        64
                                          --------   --------
Financing Activities
  Net receipts from (disbursements for)
   investment and universal life-type
   contracts credited to (charged
   against) policyholder accounts.......        84       (443)
                                          --------   --------
  Cash provided by (used for) financing
   activities...........................        84       (443)
                                          --------   --------
  Increase in cash......................         8         34
  Cash -- beginning of period...........        54         43
                                          --------   --------
  Cash -- end of period.................  $     62   $     77
                                          --------   --------
Supplemental Disclosure of Cash Flow
 Information:
  Net Cash paid during the period for:
  Income taxes..........................  $    120   $    (12)
                                          --------   --------
                                          --------   --------
</TABLE>
 
           See Notes to Condensed Consolidated Financial Statements.
<PAGE>
                                                                              65
- --------------------------------------------------------------------------------
 
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   (DOLLAR AMOUNTS IN MILLIONS EXCEPT FOR SHARE DATA UNLESS OTHERWISE STATED)
                                  (UNAUDITED)
 
 NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
 
(A) BASIS OF PRESENTATION
 
    The accompanying unaudited condensed consolidated financial statements of
Hartford Life Insurance Company and subsidiaries (the "Company") have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and note disclosures which are normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to those rules and
regulations, although the Company believes that the disclosures made are
adequate to make the information presented not misleading. In the opinion of
management, these statements include all adjustments which were normal recurring
adjustments necessary to present fairly the financial position, results of
operations and cash flows for the periods presented.
 
    For a description of accounting policies, see Note 2 of Notes to
Consolidated Financial Statements in the Company's 1997 Form 10-K Annual Report.
 
    Certain reclassifications have been made to prior year financial information
to conform to the current year classification of transactions and accounts.
(B) CHANGES IN ACCOUNTING PRINCIPLES
 
    In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The new standard establishes accounting and
reporting guidance for derivative instruments, including certain derivative
instruments embedded in other contracts. The standard requires, among other
things, that all derivatives be carried on the balance sheet at fair value. The
standard also specifies hedge accounting criteria under which a derivative can
qualify for special accounting. In order to receive special accounting, the
derivative instrument must qualify as either a hedge of the fair value or the
variability of the cash flow of a qualified asset or liability. Special
accounting for qualifying hedges provides for matching the timing of gain or
loss recognition on the hedging instrument with the recognition of the
corresponding changes in value of the hedged item. SFAS No. 133 will be
effective for fiscal years beginning after June 15, 1999. Initial application
for the Company will begin for the first quarter of the year 2000. The Company
is currently in the process of quantifying the impact of SFAS No. 133.
 
    In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP") No. 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use". The SOP provides guidance on
accounting for the costs of internal use software and in determining whether the
software is for internal use. The SOP defines internal use software as software
that is acquired, internally developed, or modified solely to meet internal
needs and identifies stages of software development and accounting for the
related costs incurred during the stages. This statement is effective for fiscal
years beginning after December 15, 1998 and is not expected to have a material
impact on the Company's financial condition or results of operations.
 
    Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income", which establishes standards for reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements. The objective of this statement is to report a measure of
all changes in equity of an enterprise that result from transactions and other
economic events of the period other than transactions with owners. Comprehensive
income is the total of net income and all other nonowner changes in equity.
Accordingly, the Company has reported comprehensive income in the Condensed
Consolidated Statement of Changes in Stockholder's Equity.
 
 NOTE 2. INITIAL PUBLIC OFFERING ("IPO")
 
    On February 10, 1997, the Company's indirect parent, Hartford Life, Inc.
("Hartford Life"), filed a registration statement, as amended, with the
Securities and Exchange Commission, relating to the IPO of Hartford Life's Class
A Common Stock. Pursuant to the IPO on May 22, 1997, Hartford Life sold to the
public 26 million shares at $28.25 per share and received proceeds, net of
offering expenses, of $687. Of the proceeds, $527 was used to retire debt
related to Hartford Life's promissory notes outstanding and line of credit. The
remaining $160 was contributed by Hartford Life to Hartford Life and Accident
Insurance Company, the Company's direct parent, to support growth in its core
businesses.
 
    The 26 million shares sold in the IPO represent approximately 18.6% of the
equity ownership in Hartford Life and approximately 4.4% of the combined voting
power of Hartford Life's Class A and Class B Common Stock. Hartford Financial
Services Group, Inc., an indirect parent of Hartford Life, owns all of the 114
million outstanding shares of Class B Common Stock of Hartford Life,
representing approximately 81.4% of the equity ownership in Hartford Life and
approximately 95.6% of the combined voting power of Hartford Life's Class A and
Class B Common Stock. Holders of Class A Common Stock generally have
<PAGE>
66
- --------------------------------------------------------------------------------
 
identical rights to the holders of Class B Common Stock except that the holders
of Class A Common Stock are entitled to one vote per share while holders of
Class B Common Stock are entitled to five votes per share on all matters
submitted to a vote of Hartford Life's stockholders.
 
 NOTE 3. COMMITMENTS AND CONTINGENCIES
 
LITIGATION
 
    The Company is involved in pending and threatened litigation in the normal
course of its business in which claims for monetary and punitive damages have
been asserted. Although there can be no assurances, management, at the present
time, does not anticipate that the ultimate liability arising from such pending
or threatened litigation will have a material effect on the financial condition
or operating results of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
       FINANCIAL CONDITION AND RESULTS OF OPERATIONS
       (DOLLAR AMOUNTS IN MILLIONS UNLESS OTHERWISE STATED)
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") addresses the financial condition of the Company as of June
30, 1998, compared with December 31, 1997, and its results of operations for the
second quarter and six months ended June 30, 1998 compared with the equivalent
1997 period. This discussion should be read in conjunction with the MD&A in the
Company's 1997 Form 10-K Annual Report.
 
    Certain statements contained in this discussion, other than statements of
historical fact, are forward-looking statements. These statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and include estimates and assumptions related to economic,
competitive and legislative developments. These forward-looking statements are
subject to change and uncertainty which are, in many instances, beyond the
Company's control and have been made based upon management's expectations and
beliefs concerning future developments and their potential effect on Hartford
Life Insurance Company and subsidiaries (the "Company"). There can be no
assurance that future developments will be in accordance with management's
expectations or that the effect of future developments on the Company will be
those anticipated by management. Actual results could differ materially from
those expected by the Company, depending on the outcome of certain factors,
including those described in the forward-looking statements.
 
    Certain reclassifications have been made to prior year financial information
to conform to the current year classification of transactions and accounts.
 
INDEX
 
<TABLE>
<S>                               <C>
Consolidated Results of
 Operations:
Operating Summary...............                 8
Annuity.........................                10
Individual Life Insurance.......                11
Employee Benefits...............                11
Guaranteed Investment
 Contracts......................                11
Regulatory Initiatives and
 Contingencies..................                12
Accounting Standards............                12
Other Matters...................                12
</TABLE>
 
CONSOLIDATED RESULTS OF OPERATIONS:
OPERATING SUMMARY
 
<TABLE>
<CAPTION>
                              SECOND QUARTER ENDED
                                                      SIX MONTHS ENDED
                                    JUNE 30,              JUNE 30,
                              --------------------  --------------------
                                1998       1997       1998       1997
                              ---------  ---------  ---------  ---------
<S>                           <C>        <C>        <C>        <C>
Revenues....................  $     721  $     645  $   1,636  $   1,296
Expenses....................        636        571      1,468      1,159
                              ---------  ---------  ---------  ---------
  Net Income................  $      85  $      74  $     168  $     137
                              ---------  ---------  ---------  ---------
                              ---------  ---------  ---------  ---------
</TABLE>
 
    The Company's insurance business operates in three principal segments:
Annuity, Individual Life Insurance, and Employee Benefits as well as a
Guaranteed Investments Contracts segment, which is primarily comprised of
business written prior to 1995. The Company also maintains a Corporate operation
through which it reports items that are not directly allocable to any of its
business segments.
 
    The Annuity segment focuses on the savings and retirement needs of the
growing number of individuals who are preparing for retirement or have already
retired. This segment consists of two areas of operation: Individual Annuity and
Group Annuity. The variety of products sold within this segment reflects the
diverse nature of the market. These include, in the Individual Annuity area,
individual variable annuities, fixed market value adjusted ("MVA") annuities,
and mutual funds; and in the Group Annuity area, deferred compensation and
retirement plan services for municipal governments and corporations, structured
settlement contracts and other special purpose annuity contracts, and investment
management contracts. The Individual Life Insurance segment, which focuses on
the high end estate and business planning markets, sells a variety of life
insurance products, including variable life and universal life insurance. The
Employee Benefits segment consists of two areas of operation: Group Insurance
and Specialty Insurance. Through Group Insurance, the Company offers products
such as group life insurance, group short- and long-term disability and
accidental death and dismemberment. Substantially all of the Group Insurance
business directly written by the Company is ceded to its direct parent, Hartford
Life and Accident Insurance Company. Specialty Insurance primarily consists of
the
<PAGE>
                                                                              67
- --------------------------------------------------------------------------------
 
Company's corporate owned life insurance ("COLI") business. The Guaranteed
Investment Contracts segment consists of guaranteed rate contract ("GRC")
business that is supported by assets held in either the Company's general
account or a guaranteed separate account and includes a closed block of
guaranteed rate contracts ("Closed Book GRC"). The Company decided in 1995,
after a thorough review of its GRC business, that it would significantly de-
emphasize general account GRC, choosing to focus its distribution efforts on
other products sold through other divisions. Management expects no material
income or loss from the Guaranteed Investment Contracts segment in the future.
 
    Revenues increased $76, or 12%, and $340, or 26%, for the second quarter and
six months ended June 30, 1998, respectively, compared to the same periods in
1997. This increase was driven by the Annuity segment whose revenues increased
$109, or 35%, and $210, or 36%, for the second quarter and six months ended June
30, 1998, respectively, compared to the equivalent periods in 1997. This
increase was due to higher fee income earned on growing annuity account values
where the average account value grew $16.8 billion, or 30%, to $72.1 billion at
June 30, 1998 from $55.3 billion at June 30, 1997 due to market appreciation and
new sales. Also, Individual Life Insurance revenues increased $11, or 9%, and
$28, or 12%, for the second quarter and six months ended June 30, 1998,
respectively, as compared to the same prior year periods due to increased cost
of insurance charges and other fee income on the Company's growing block of
variable life business. COLI revenues increased $154 for the six months ended
June 30, 1998, primarily driven by first quarter 1998 activity, which was a
result of renewal premium on leveraged COLI and increased fees associated with
variable COLI sales, while revenues were consistent in the second quarter of
1998 as compared to the same period in prior year. Excluding COLI, revenues
increased $83, or 16%, and $186, or 19%, for the second quarter and six months
ended June 30, 1998, respectively, compared to the same prior year periods.
Partially offsetting the increases discussed above was a decline of Closed Book
GRC revenues of $24 and $44 for the second quarter and six months ended June 30,
1998, respectively, compared to the same periods in 1997.
    Expenses increased $65, or 11%, and $309, or 27% for the second quarter and
six months ended June 30, 1998, respectively, compared to equivalent periods in
1997. Annuity expenses grew $91, or 35%, and $172, or 35%, for the second
quarter and six months ended June 30, 1998 compared to the same periods in the
prior year primarily due to higher benefits, claims, and claim adjustment
expenses as well as increased amortization of deferred policy acquisition costs
and operating expenses directly related to the growth in this segment.
Individual Life Insurance expenses increased $8 and $23 for the second quarter
and six months ended June 30, 1998, primarily due to higher benefits, claims,
and claim adjustment expenses, which is consistent with the growth in this block
of business. COLI expenses, primarily driven by first quarter activity,
increased $154 for the six months ended June 30, 1998 as a result of increased
operating expenses associated with significant renewal premium and variable COLI
sales and were consistent in the second quarter of 1998 as compared to the same
period in 1997. Excluding COLI, expenses increased $71, or 16%, and $155, or
18%, for the second quarter and six months ended June 30, 1998, respectively,
compared to equivalent periods in 1997. Partially offsetting the increases
discussed above was a decline in expenses related to Closed Book GRC of $24 and
$44 for the second quarter and six months ended June 30, 1998, respectively, as
compared to the same prior year periods.
 
    Net income increased $11, or 15%, and $31, or 23%, for the second quarter
and six months ended June 30, 1998, respectively, compared to the same periods
in 1997 primarily due to growth in the Annuity and the Individual Life Insurance
segments. Annuity earnings increased $18, or 37%, and $38, or 41%, for the
second quarter and six months ended June 30, 1998, respectively, compared to the
same prior year periods due to higher fee income earned on increasing account
values resulting from stock market appreciation and new sales, particularly in
Individual Annuity. Individual Life Insurance earnings increased $3, or 25%, and
$5, or 22%, for the second quarter and six months ended June 30, 1998,
respectively, compared to equivalent periods in 1997 as a result of strong sales
and increased account values. Guaranteed Investment Contracts had no net income
for the second quarter or the six months ended June 30, 1998 or 1997, consistent
with management's expectations.
 
SEGMENT RESULTS
 
    The Company's reporting segments, which reflect the management structure of
the Company, consist of Annuity, Individual Life Insurance, Employee Benefits,
Guaranteed Investment Contracts and a Corporate Operation.
 
    Below is a summary of net income by segment.
 
<TABLE>
<CAPTION>
                                      SECOND QUARTER ENDED
                                                                SIX MONTHS ENDED
                                            JUNE 30,                JUNE 30,
                                         -------------        --------------------
                                       1998         1997        1998       1997
                                       -----        -----     ---------  ---------
<S>                                 <C>          <C>          <C>        <C>
Annuity...........................   $      67    $      49   $     130  $      92
Individual Life Insurance.........          15           12          28         23
Employee Benefits.................           6            7          12         13
Guaranteed Investment Contracts...          --           --          --         --
Corporate Operation...............          (3)           6          (2)         9
                                           ---          ---   ---------  ---------
  Net Income......................   $      85    $      74   $     168  $     137
                                           ---          ---   ---------  ---------
                                           ---          ---   ---------  ---------
</TABLE>
 
    The sections that follow analyze each segment's results.
<PAGE>
68
- --------------------------------------------------------------------------------
 
ANNUITY
 
<TABLE>
<CAPTION>
                                  SECOND QUARTER ENDED
                                                          SIX MONTHS ENDED
                                        JUNE 30,              JUNE 30,
                                  --------------------  --------------------
                                    1998       1997       1998       1997
                                  ---------  ---------  ---------  ---------
<S>                               <C>        <C>        <C>        <C>
Revenues........................  $     417  $     308  $     798  $     588
Expenses........................        350        259        668        496
                                  ---------  ---------  ---------  ---------
  Net Income....................  $      67  $      49  $     130  $      92
                                  ---------  ---------  ---------  ---------
                                  ---------  ---------  ---------  ---------
</TABLE>
 
    Revenues for the second quarter and six months ended June 30, 1998 increased
$109, or 35%, and $210, or 36%, respectively, compared to the same periods in
1997. This increase was driven by individual annuity revenues which increased
$93, or 44%, and $183, or 47%, for the second quarter and six months ended June
30, 1998, respectively, as compared to the same prior year periods primarily due
to higher fee income earned on growth in individual variable annuity account
values. Average individual variable annuity account values grew $15.3 billion,
or 42%, to $51.7 billion as of June 30, 1998 from $36.4 billion as of June 30,
1997. This growth was the result of market appreciation as well as strong
variable annuity sales of $2.8 billion and $5.1 billion for the second quarter
and six months ended June 30, 1998, respectively, as compared to sales of $2.3
billion and $4.7 billion for the second quarter and six months ended June 30,
1997, respectively. In addition, Group Annuity revenues increased $16, or 17%,
and $27, or 14%, for the second quarter and six months ended June 30, 1998
primarily due to higher net investment income resulting from growth in assets
under management. Group Annuity average account values grew $1.7 billion, or
19%, to $11.3 billion as of June 30, 1998 from $9.6 billion as of June 30, 1997
due to market appreciation and new deposits.
 
    Expenses increased $91, or 35%, and $172, or 35%, for the second quarter and
six months ended June 30, 1998, respectively, as compared to the same periods in
1997. Benefits, claims and claim adjustment expenses increased $48 and $62 for
the second quarter and six months ended June 30, 1998, respectively, compared to
the same prior year periods primarily due to increased interest credited on
Individual Annuity general account values. Average Individual Annuity general
account values increased $1.2 billion, or 40%, to $4.2 billion at June 30, 1998
from $3.0 billion at June 30, 1997. Amortization of deferred policy acquisition
costs increased $18 and $38 for the second quarter and six months ended June 30,
1998, respectively, compared to prior year as prior and current year sales
remained strong. In addition, for the second quarter and six months ended June
30, 1998, other business expenses increased $15 and $52, respectively, as a
result of the continued growth in this segment.
 
    Annuity net income increased $18, or 37%, and $38, or 41%, for the second
quarter and six months ended June 30, 1998, respectively, compared to the
equivalent periods in the prior year as a result of growing average account
values discussed above and operating expense efficiencies.
 
INDIVIDUAL LIFE INSURANCE
 
<TABLE>
<CAPTION>
                                  SECOND QUARTER ENDED
                                                          SIX MONTHS ENDED
                                        JUNE 30,              JUNE 30,
                                  --------------------  --------------------
                                    1998       1997       1998       1997
                                  ---------  ---------  ---------  ---------
<S>                               <C>        <C>        <C>        <C>
Revenues........................  $     136  $     125  $     264  $     236
Expenses........................        121        113        236        213
                                  ---------  ---------  ---------  ---------
  Net Income....................  $      15  $      12  $      28  $      23
                                  ---------  ---------  ---------  ---------
                                  ---------  ---------  ---------  ---------
</TABLE>
 
    Revenues for the second quarter and six months ended June 30, 1998 increased
$11, or 9%, and $28, or 12%, respectively, as compared to the same period in
1997. This increase was primarily due to higher cost of insurance charges and
other fee income earned on the Company's growing block of variable life
insurance. Variable life average account values increased $516, or 72%, to $1.2
billion as of June 30, 1998 from $719 as of June 30, 1997 due to market
appreciation and strong sales. Variable life product sales constituted $54, or
76%, of total Individual Life Insurance new sales as of June 30, 1998, an
increase of $16, or 42%, compared to the same period in 1997.
 
    Expenses increased $8, or 7%, and $23, or 11%, for the second quarter and
six months ended June 30 1998, respectively, as compared to the equivalent
periods of prior year. This increase was primarily the result of higher
benefits, claims, and claim adjustment expenses of $4 and $24 for the second
quarter and six months ended June 30, 1998, respectively, compared to the same
periods in prior year due to the growth in this segment as well as increased
mortality experience in 1998.
 
    Net income increased $3, or 25%, and $5, or 22%, for the second quarter and
six months ended June 30, 1998, respectively, compared to the same periods in
1997 as a result of strong sales and growing account values.
 
EMPLOYEE BENEFITS
 
<TABLE>
<CAPTION>
                                  SECOND QUARTER ENDED
                                                          SIX MONTHS ENDED
                                        JUNE 30,              JUNE 30,
                                  --------------------  --------------------
                                    1998       1997       1998       1997
                                  ---------  ---------  ---------  ---------
<S>                               <C>        <C>        <C>        <C>
Revenues........................  $     130  $     142  $     478  $     321
Expenses........................        124        135        466        308
                                  ---------  ---------  ---------  ---------
  Net Income....................  $       6  $       7  $      12  $      13
                                  ---------  ---------  ---------  ---------
                                  ---------  ---------  ---------  ---------
</TABLE>
 
    Revenues decreased $12, or 8%, for the second quarter of 1998 as compared to
the second quarter of 1997 as a result of a slight decline in account values
related to leveraged COLI compared to the same period in 1997. Revenues
increased $157, or 49%, as of June 30, 1998, compared to the same period in the
prior year, as a result of renewal
<PAGE>
                                                                              69
- --------------------------------------------------------------------------------
 
premium on leveraged COLI, as well as an increase in fee income related to new
sales of variable COLI, which took place in the first quarter of 1998.
 
    Expenses decreased $11, or 8% for the second quarter of 1998 as compared to
the second quarter of 1997 due to the factors described above. Expenses
increased $158, or 51%, as of June 30, 1998, compared to the equivalent periods
in 1997, primarily due to higher expenses associated with variable COLI sales
and leveraged COLI renewal premium in the first quarter of 1998. Net income was
consistent with the prior year.
 
GUARANTEED INVESTMENT CONTRACTS
 
<TABLE>
<CAPTION>
                                  SECOND QUARTER ENDED
                                                          SIX MONTHS ENDED
                                        JUNE 30,              JUNE 30,
                                  --------------------  --------------------
                                    1998       1997       1998       1997
                                  ---------  ---------  ---------  ---------
<S>                               <C>        <C>        <C>        <C>
Revenues........................  $      38  $      62  $      90  $     134
Expenses........................         38         62         90        134
                                  ---------  ---------  ---------  ---------
  Net Loss......................  $      --  $      --  $      --  $      --
                                  ---------  ---------  ---------  ---------
                                  ---------  ---------  ---------  ---------
</TABLE>
 
    This segment reported no net income for the second quarter and six months
ended June 30, 1998 and 1997 consistent with management's expectations that net
income from Closed Book GRC in the years subsequent to 1996 will be immaterial
based on the Company's current projections for the performance of the assets and
liabilities associated with Closed Book GRC. However, no assurance can be given
that, under certain unanticipated economic circumstances which result in the
Company's assumptions being proven inaccurate, further losses in respect of
Closed Book GRC will not occur in the future.
 
REGULATORY INITIATIVES AND CONTINGENCIES
NAIC PROPOSALS
 
    The National Association of Insurance Commissioners ("NAIC") adopted the
Codification of Statutory Accounting Principles ("SAP") in March, 1998. The
proposed effective date for the statutory accounting guidance is January 1,
2001. It is expected that the Company's domiciliary state will adopt SAP and the
Company will make the necessary changes required for implementation. These
changes are not anticipated to have a material impact on the statutory financial
statements of the Company.
 
YEAR 2000
 
    The Year 2000 issue relates to the ability or inability of computer systems
to properly process information and data containing or related to dates
beginning with the year 2000 and beyond. The Year 2000 issue exists because many
computer systems that are in use today were developed years ago when a year was
identified using a two-digit field rather than a four-digit field. As
information and data containing or related to the century date are introduced to
computer hardware, software and other systems, date sensitive systems may
recognize the year 2000 as 1900, or not at all, which may result in computer
systems processing information incorrectly. This, in turn, may significantly and
adversely affect the integrity and reliability of information databases and may
result in a wide variety of adverse consequences to a company. In addition, Year
2000 problems that occur with third parties with which a company does business,
such as suppliers, computer vendors and others, may also adversely affect any
given company.
 
    As an insurance and financial services company, Hartford Life Insurance
Company has thousands of individual and business customers that have insurance
policies, annuities, mutual funds and other financial products from the Company.
Nearly all of these policies and products contain date sensitive data, such as
policy expiration dates, birth dates, premium payment dates, and the like. In
addition, the Company has business relationships with numerous third parties
that affect virtually all aspects of the Company's business, including, without
limitation, suppliers, computer hardware and software vendors, insurance agents
and brokers, securities broker-dealers and other distributors of financial
products.
 
    Beginning in 1990, the Company began working on making its computer systems
Year 2000 ready, either by installing new programs or by replacing systems. In
January 1998, the Company commenced a company-wide program to further identify,
assess and remediate the impact of Year 2000 problems in all of the Company's
business segments. The Company currently anticipates that this internal program
will be substantially completed by the end of 1998, and testing of computer
systems will continue through 1999. The costs of addressing the Year 2000 issue
that have been incurred by the Company through the six months ended June 30,
1998 have not been material to the Company's financial condition or results of
operations. The Company will continue to incur costs related to its Year 2000
efforts and does not anticipate that the costs to be incurred will be material
to the Company's financial condition or results of operations.
 
    In addition, as part of its Year 2000 program, the Company is identifying
third parties with which it has significant business relations in order to
attempt to assess the potential impact on the Company of their Year 2000 issues
and remediation plans. The Company currently anticipates that it will
substantially complete this evaluation by the end of 1998, and will conduct
systems testing with certain third parties through 1999. The Company does not
have control over these third parties and, as a result, the Company cannot
currently determine to what extent future operating results may be adversely
affected by the failure of these third parties to successfully address their
Year 2000 issues.
<PAGE>
70
- --------------------------------------------------------------------------------
 
ACCOUNTING STANDARDS
 
    For a discussion of accounting standards, see Note 1 of Notes to Condensed
Consolidated Financial Statements.
 
                                 OTHER MATTERS
 
SUBSEQUENT EVENT
 
    On July 7, 1998, Hartford Life, Inc. ("Hartford Life"), an indirect parent
of the Company, announced that it will recapture an in-force block of COLI
business from MBL Life Assurance Co. of New Jersey ("MBL Life"), as well as
purchase the outstanding interest in International Corporate Marketing Group
("ICMG"), which is currently 60% owned by Hartford Life. The transaction is
expected to close by early in the fourth quarter of 1998, subject to court
approval. The transaction is being consummated through the assignment of a
reinsurance arrangement between Hartford Life and MBL Life to the Company's
direct parent, Hartford Life and Accident Insurance Company. Hartford Life
originally assumed the life insurance block in 1992 from Mutual Benefit Life
Insurance Company ("Mutual Benefit Life"), which was placed in court-supervised
rehabilitation in 1991, and reinsured a portion of those polices back to MBL
Life. MBL Life, previously a Mutual Benefit Life subsidiary, operates under the
Rehabilitation Plan for Mutual Benefit Life. Hartford Life is now recapturing
the reinsured portion of these policies ceded to MBL Life.
<PAGE>
                                                                              71
- --------------------------------------------------------------------------------
 
                    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 Connecticut Corporation and wholly owned
subsidiary of Hartford Life Insurance Company) (the Company) as of December 31,
1997 and 1996, 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, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
statutory 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, 1997 and 1996, and the
results of its operations and its cash flows for each of three years in the
period ended December 31, 1997.
 
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, 1997 and 1996, and the results of operations and its cash
flows for each of the three years in the period ended December 31, 1997 in
conformity with statutory accounting practices as described in Note 1.
 
                                         ARTHUR ANDERSEN LLP
 
Hartford, Connecticut
January 27, 1998
<PAGE>
72
- --------------------------------------------------------------------------------
 
                         STATUTORY STATEMENTS OF INCOME
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
 
<TABLE>
<CAPTION>
                                                     FOR THE YEARS ENDED DECEMBER 31,
                                                    ----------------------------------
                                                       1997        1996        1995
                                                    ----------  ----------  ----------
                                                                  ($000)
<S>                                                 <C>         <C>         <C>
Revenues
  Premiums and annuity considerations.............  $  296,645  $  250,244  $  165,792
  Annuity and other fund deposits.................   1,981,246   1,897,347   1,087,661
  Net investment income...........................     102,285      98,441      78,787
  Commissions and expense allowances on
   reinsurance ceded..............................     396,921     370,637     183,380
  Reserve adjustment on reinsurance ceded.........   3,672,076   3,864,395   1,879,785
  Other revenues..................................     288,632     161,906     140,796
                                                    ----------  ----------  ----------
    Total Revenues................................   6,737,805   6,642,970   3,536,201
                                                    ----------  ----------  ----------
Benefits and Expenses
  Death and annuity benefits......................      66,013      60,111      53,029
  Surrenders and other benefit payments...........     461,733     276,720     221,392
  Commissions and other expenses..................     564,240     491,720     236,202
  Increase in aggregate reserves for future
   benefits.......................................      33,213      27,351      94,253
  Increase in liability for premium and other
   deposit funds..................................     640,006     207,156     460,124
  Net transfers to Separate Accounts..............   4,914,980   5,492,964   2,414,669
                                                    ----------  ----------  ----------
    Total Benefits and Expenses...................   6,680,185   6,556,022   3,479,669
                                                    ----------  ----------  ----------
Net Gain from Operations Before Federal Income
 Taxes............................................      57,620      86,948      56,532
  Federal income tax (benefit) expense............     (14,878)     19,360      14,048
                                                    ----------  ----------  ----------
Net Gain from Operations..........................      72,498      67,588      42,484
  Net realized capital gains, after tax...........       1,544         407         374
                                                    ----------  ----------  ----------
Net Income........................................  $   74,042  $   67,995  $   42,858
                                                    ----------  ----------  ----------
                                                    ----------  ----------  ----------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
                                                                              73
- --------------------------------------------------------------------------------
 
                            STATUTORY BALANCE SHEETS
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
 
<TABLE>
<CAPTION>
                                                       AS OF DECEMBER 31,
                                                    ------------------------
                                                       1997         1996
                                                    -----------  -----------
                                                             ($000)
<S>                                                 <C>          <C>
Assets
  Bonds...........................................  $ 1,501,311  $ 1,268,480
  Common stocks...................................       64,408       44,996
  Mortgage loans..................................       85,103            0
  Policy loans....................................       36,533       28,853
  Cash and short-term investments.................      309,432      176,830
  Other invested assets...........................       20,942        2,858
                                                    -----------  -----------
    Total cash and invested assets................    2,017,729    1,522,017
                                                    -----------  -----------
  Investment income due and accrued...............       15,878       14,555
  Premium balances receivable.....................          389          373
  Receivables from affiliates.....................        1,269          257
  Other assets....................................       22,788       19,099
  Separate Account assets.........................   23,208,728   14,619,324
                                                    -----------  -----------
    Total Assets..................................  $25,266,781  $16,175,625
                                                    -----------  -----------
                                                    -----------  -----------
Liabilities
  Aggregate reserves for future benefits..........  $   605,183  $   571,970
  Policy and contract claims......................        5,672        6,806
  Liability for premium and other deposit funds...    1,795,149    1,155,143
  Asset valuation reserve.........................       13,670        7,442
  Payable to affiliates...........................       20,972       10,022
  Other liabilities...............................     (754,393)    (498,195)
  Separate Account liabilities....................   23,208,728   14,619,324
                                                    -----------  -----------
    Total liabilities.............................   24,894,981   15,872,512
                                                    -----------  -----------
Capital and Surplus
  Common stock....................................        2,500        2,500
  Gross paid-in and contributed surplus...........      226,043      226,043
  Unassigned funds................................      143,257       74,570
                                                    -----------  -----------
    Total capital and surplus.....................      371,800      303,113
                                                    -----------  -----------
  Total liabilities, capital and surplus..........  $25,266,781  $16,175,625
                                                    -----------  -----------
                                                    -----------  -----------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
74
- --------------------------------------------------------------------------------
 
             STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
 
<TABLE>
<CAPTION>
                                                    FOR THE YEARS ENDED DECEMBER 31,
                                                    ---------------------------------
                                                      1997        1996        1995
                                                    ---------   ---------   ---------
                                                                 ($000)
 
<S>                                                 <C>         <C>         <C>
Capital and surplus -- beginning of year            $ 303,113   $ 238,334   $  91,285
                                                    ---------   ---------   ---------
  Net income......................................     74,042      67,995      42,858
  Change in net unrealized capital gains (losses)
   on common stocks and other invested assets.....      2,186      (5,171)      1,709
  Change in asset valuation reserve...............     (6,228)        568      (5,588)
  Change in non-admitted assets...................     (1,313)      1,387      (1,944)
  Aggregate write-ins for surplus (See Note 3)....          0           0       8,080
  Dividends to shareholder........................          0           0     (10,000)
  Paid-in surplus.................................          0           0     111,934
                                                    ---------   ---------   ---------
  Change in capital and surplus...................     68,687      64,779     147,049
                                                    ---------   ---------   ---------
  Capital and surplus -- end of year..............  $ 371,800   $ 303,113   $ 238,334
                                                    ---------   ---------   ---------
                                                    ---------   ---------   ---------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
                                                                              75
- --------------------------------------------------------------------------------
 
                       STATUTORY STATEMENTS OF CASH FLOWS
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
 
<TABLE>
<CAPTION>
                                                       FOR THE YEARS ENDED DECEMBER 31,
                                                    ---------------------------------------
                                                       1997          1996          1995
                                                    -----------   -----------   -----------
                                                                    ($000)
<S>                                                 <C>           <C>           <C>
Operations
  Premiums, annuity considerations and fund
   deposits.......................................  $ 2,277,874   $ 2,147,627   $ 1,253,511
  Investment income...............................      101,991       106,178        78,328
  Other income....................................    4,381,718     4,396,892     2,253,466
                                                    -----------   -----------   -----------
    Total income..................................    6,761,583     6,650,697     3,585,305
                                                    -----------   -----------   -----------
  Benefits Paid...................................      529,733       338,998       277,965
  Federal income taxes (received) paid on
   operations.....................................      (14,499)       28,857       208,423
  Other expenses..................................    5,754,725     6,254,139     2,664,385
                                                    -----------   -----------   -----------
  Total benefits and expenses.....................    6,269,959     6,621,994     3,150,773
                                                    -----------   -----------   -----------
  Net cash from operations........................      491,624        28,703       434,532
                                                    -----------   -----------   -----------
Proceeds from Investments
  Bonds...........................................      614,413       871,019       287,941
  Common stocks...................................       11,481        72,100            52
  Other...........................................          152            10            28
                                                    -----------   -----------   -----------
    Net investment proceeds.......................      626,046       943,129       288,021
                                                    -----------   -----------   -----------
Taxes Paid on Capital Gains.......................            0           936           226
Paid-In Surplus...................................            0             0       111,934
  Other Cash Provided.............................            0        41,998        28,199
                                                    -----------   -----------   -----------
    Total Proceeds................................    1,117,670     1,012,894       862,460
                                                    -----------   -----------   -----------
Cost of Investments Acquired
  Bonds...........................................      848,267       914,523       720,521
  Common stocks...................................       28,302        82,495        35,794
  Mortgage loans..................................       85,103             0             0
  Miscellaneous applications......................       18,548           130         2,146
                                                    -----------   -----------   -----------
    Total Investments Acquired....................      980,220       997,148       758,461
                                                    -----------   -----------   -----------
Other Cash Applied
  Dividends paid to stockholders..................            0             0        10,000
  Other...........................................        4,848        12,220         5,007
                                                    -----------   -----------   -----------
    Total other cash applied......................        4,848        12,220        15,007
                                                    -----------   -----------   -----------
      Total applications..........................      985,068     1,009,368       773,468
                                                    -----------   -----------   -----------
Net Change in Cash and Short-Term Investments.....      132,602         3,526        88,992
  Cash and Short-Term Investments, Beginning of
   Year...........................................      176,830       173,304        84,312
                                                    -----------   -----------   -----------
  Cash and Short-Term Investments, End of Year....  $   309,432   $   176,830   $   173,304
                                                    -----------   -----------   -----------
                                                    -----------   -----------   -----------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
76
- --------------------------------------------------------------------------------
 
                    NOTES TO STATUTORY FINANCIAL STATEMENTS
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                               DECEMBER 31, 1997
                 (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
Hartford Life, Inc. ("HLI"), which is majority owned by The Hartford Financial
Services Group, Inc. ("The Hartford"), formerly a wholly owned subsidiary of ITT
Corporation ("ITT"). On February 10, 1997, HLI filed a registration statement,
as amended, with the Securities and Exchange Commission relating to the initial
public offering of HLI Class A Common Stock (the "Offering"). Pursuant to the
Offering on May 22, 1997, HLI sold to the public 26 million shares, representing
18.6% of the equity ownership of HLI. On December 19, 1995, ITT Corporation
distributed all the outstanding shares of The Hartford to ITT shareholders of
record in an action known herein as the "Distribution". As a result of the
Distribution, The Hartford became an independent, publicly traded company.
During 1996, ILA re-domesticated from the State of Wisconsin to the State of
Connecticut.
 
    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 financial statements were prepared in
conformity with statutory accounting practices prescribed or permitted by the
National Association of Insurance Commissioners ("NAIC") and the State of
Connecticut Department of Insurance.
 
    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 liabilities 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. The most significant estimates are
for determining the liability for aggregate reserves for future benefits and the
liability for premium and other deposit funds. Although some variability is
inherent in these estimates, management believes the amounts provided are
adequate.
 
    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, for universal life policies and
    investment products, generally, 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;
 
(5) excluding certain GAAP assets designated as non-admitted assets (e.g., past
    due agents' 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 option basis, using a twenty year phase-in approach, whereas
    GAAP liabilities are recorded upon adoption of the applicable standard;
<PAGE>
                                                                              77
- --------------------------------------------------------------------------------
 
(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, whereas 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 bonds were classified on a GAAP basis
    as "available-for-sale" and accordingly, those investments and common stocks
    were reflected at fair value with the corresponding impact included as a
    component of Stockholder's Equity designated as "Net unrealized capital
    gains (losses) on securities net of tax". For statutory reporting purposes,
    Change in Net Unrealized Capital Gains (Losses) on Common Stocks and Other
    Invested Assets includes the change in unrealized gains (losses) on common
    stock reported at fair value; and
 
(10) separate account liabilities 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 and for the years ended December 31, 1997, 1996 and 1995, the
significant differences between statutory and GAAP basis net income and capital
and surplus for the Company are summarized as follows:
<TABLE>
<CAPTION>
                                    1997          1996         1995
                                ------------   ----------   ----------
<S>                             <C>            <C>          <C>
GAAP Net Income...............  $     58,050   $   41,202   $   38,821
Amortization and
 deferral of policy
 acquisition costs............      (345,658)    (341,572)    (174,341)
Change in unearned revenue
 reserve......................         4,641       55,504       32,300
Deferred taxes................        47,113        2,090        2,801
Separate accounts.............       282,818      306,978      146,635
Other, net....................        27,078        3,793       (3,358)
                                ------------   ----------   ----------
Statutory Net Income..........  $     74,042   $   67,995   $   42,858
                                ------------   ----------   ----------
                                ------------   ----------   ----------
 
<CAPTION>
                                    1997          1996         1995
                                ------------   ----------   ----------
<S>                             <C>            <C>          <C>
GAAP Capital and
 Surplus......................  $    570,469   $  503,887   $  455,541
Deferred policy acquisition
 costs........................    (1,283,771)    (938,114)    (596,542)
Unearned revenue reserve......       134,789      130,148       74,644
Deferred taxes................        64,522       12,823        1,493
Separate accounts.............       923,040      640,101      333,123
Asset valuation reserve.......       (13,670)      (7,442)      (8,010)
Unrealized gains (losses) on
 bonds........................        13,943        5,112       (1,696)
Adjustment relating to Lyndon
 contribution (see Note 3)....       (41,277)     (41,277)     (41,277)
Other, net....................         3,755       (2,125)      21,058
                                ------------   ----------   ----------
Statutory Capital and
 Surplus......................  $    371,800   $  303,113   $  238,334
                                ------------   ----------   ----------
                                ------------   ----------   ----------
</TABLE>
 
AGGREGATE RESERVES FOR FUTURE BENEFITS AND LIABILITY FOR PREMIUM AND OTHER
DEPOSIT FUNDS
 
    Aggregate reserves for payment of future life, health and annuity benefits
were computed in accordance with actuarial standards. Reserves for life
insurance policies are generally based on the 1958 and 1980 Commissioner's
Standard Ordinary Mortality Tables and various valuation rates ranging from 2.5%
to 6%. 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
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.
 
INVESTMENTS
 
    Investments in bonds are carried at amortized cost. Bonds which are deemed
ineligible to be held at amortized cost by the 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 fair value with the current year change in the
difference from cost reflected in surplus. Other invested assets are generally
recorded at fair value.
 
    The Asset Valuation Reserve ("AVR") is designed to provide a standardized
reserving process for realized and unrealized losses due to default and equity
risks associated with invested assets. The reserve increased by $6,228 in 1997,
decreased by $568 in 1996 and increased by $5,588 in 1995. Additionally, the
Interest Maintenance Reserve
<PAGE>
78
- --------------------------------------------------------------------------------
 
("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 on a specific identification basis. The amount of net capital losses
reclassified from the IMR was $719 in 1997 and the amount of net capital gains
reclassified was $1,413 and $39 in 1996 and 1995, respectively. The amount of
income amortized was $85, $392 and $256 in 1997, 1996 and 1995, respectively.
 
OTHER LIABILITIES
    The amount reflected in other liabilities includes a receivable from the
separate accounts of $923 million and $640 million as of December 31, 1997 and
1996, respectively. The balances are classified in accordance with NAIC
accounting practices.
MORTGAGE LOANS
    Mortgage loans, carried at cost, which approximates fair value, include
investments in assets backed by mortgage loan pools.
 
 2. INVESTMENTS:
 
(A) COMPONENTS OF NET INVESTMENT INCOME
 
<TABLE>
<CAPTION>
                                  1997     1996      1995
                                --------  -------  --------
<S>                             <C>       <C>      <C>
Interest income from bonds and
 short-term investments.......  $100,475  $89,940  $ 76,100
Interest income from policy
 loans........................     1,958    1,846     1,504
Interest and dividends from
 other investments............     1,005    7,864     2,288
                                --------  -------  --------
Gross investment income.......   103,438   99,650    79,892
Less: investment expenses.....     1,153    1,209     1,105
                                --------  -------  --------
Net investment income.........  $102,285  $98,441  $ 78,787
                                --------  -------  --------
                                --------  -------  --------
</TABLE>
 
(B) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON COMMON STOCKS
 
<TABLE>
<CAPTION>
                                        1997     1996      1995
                                      --------  -------  --------
<S>                                   <C>       <C>      <C>
Gross unrealized capital gains at
 end of year........................  $    537  $   713  $  1,724
Gross unrealized capital losses at
 end of year........................    (1,820)  (4,160)        0
                                      --------  -------  --------
Net unrealized capital (losses)
 gains..............................    (1,283)  (3,447)    1,724
Balance at beginning of year........    (3,447)   1,724        15
                                      --------  -------  --------
Change in net unrealized capital
 gains (losses) on common stocks....  $  2,164  $(5,171) $  1,709
                                      --------  -------  --------
                                      --------  -------  --------
</TABLE>
 
(C) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON BONDS AND SHORT-TERM
    INVESTMENTS
 
<TABLE>
<CAPTION>
                                       1997      1996       1995
                                      -------  --------   --------
<S>                                   <C>      <C>        <C>
Gross unrealized capital gains at
 end of year........................  $23,357  $ 11,821   $ 22,251
Gross unrealized capital losses at
 end of year........................   (1,906)   (3,842)    (1,374)
                                      -------  --------   --------
Net unrealized capital gains........   21,451     7,979     20,877
Balance at beginning of year........    7,979    20,877     33,732
                                      -------  --------   --------
Change in net unrealized capital
 gains (losses) on bonds and
 short-term investments.............  $13,472  $(12,898)  $ 54,609
                                      -------  --------   --------
                                      -------  --------   --------
</TABLE>
 
(D) COMPONENTS OF NET REALIZED CAPITAL GAINS
 
<TABLE>
<CAPTION>
                                            1997      1996     1995
                                           -------   -------  ------
<S>                                        <C>       <C>      <C>
Bonds and short-term investments.........  $  (120)  $ 2,756  $   56
Common stocks............................        0         0      52
Real estate and other....................      114         0       0
                                           -------   -------  ------
Realized capital (losses) gains..........       (6)    2,756     208
Capital gains (benefit) tax..............     (831)      936    (205)
                                           -------   -------  ------
Net realized capital gains, after tax....      825     1,820     413
Less: IMR capital (losses) gains.........     (719)    1,413      39
                                           -------   -------  ------
Net realized capital gains...............  $ 1,544   $   407  $  374
                                           -------   -------  ------
                                           -------   -------  ------
</TABLE>
 
(E) OFF-BALANCE SHEET INVESTMENTS
 
    The Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1997 and 1996.
 
(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.
<PAGE>
                                                                              79
- --------------------------------------------------------------------------------
 
(G) BONDS, SHORT-TERM INVESTMENTS AND COMMON STOCKS
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                AMORTIZED    UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
U.S. government and government agencies and
 authorities:
  Guaranteed and sponsored...................  $    11,114     $    55      $   (51)   $    11,118
  Guaranteed and sponsored -- asset-backed...       55,506       1,056         (269)        56,293
States, municipalities and political
 subdivisions................................       26,404         329            0         26,733
International governments....................        7,609         500            0          8,109
Public utilities.............................       73,024         754         (132)        73,646
All other corporate..........................      517,715      14,110         (704)       531,121
All other corporate -- asset-backed..........      630,069       5,005         (739)       634,335
Short-term investments.......................      277,330          33           (8)       277,355
Certificates of deposit......................       93,770       1,515           (3)        95,282
Parents, subsidiaries and affiliates.........       86,100           0            0         86,100
                                               -----------   ----------   ----------   -----------
Total bonds and short-term investments.......  $ 1,778,641     $23,357      $(1,906)   $ 1,800,092
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                             UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
Common stock -- unaffiliated.................  $    30,307     $   537      $     0    $    30,844
Common stock -- affiliated...................       35,384           0       (1,820)        33,564
                                               -----------   ----------   ----------   -----------
Total common stocks..........................  $    65,691     $   537      $(1,820)   $    64,408
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                AMORTIZED    UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
U.S. government and government agencies and
 authorities:
  Guaranteed and sponsored...................  $    58,761     $     6      $  (195)   $    58,572
  Guaranteed and sponsored -- asset-backed...       78,237       1,477         (609)        79,105
States, municipalities and political
 subdivisions................................       25,958         163           (2)        26,119
International governments....................        7,447         205            0          7,652
Public utilities.............................       70,116         396         (424)        70,088
All other corporate..........................      410,530       6,357       (1,355)       415,532
All other corporate -- asset-backed..........      485,953       2,654       (1,081)       487,526
Short-term investments.......................      148,094           0          (66)       148,028
Certificates of deposit......................       83,378         563         (110)        83,831
Parents, subsidiaries and affiliates.........       48,100           0            0         48,100
                                               -----------   ----------   ----------   -----------
Total bonds and short-term investments.......  $ 1,416,574     $11,821      $(3,842)   $ 1,424,553
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                             UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
Common stock -- unaffiliated.................  $    13,064     $   713      $     0    $    13,777
Common stock -- affiliated...................       35,379           0       (4,160)        31,219
                                               -----------   ----------   ----------   -----------
Total common stocks..........................  $    48,443     $   713      $(4,160)   $    44,996
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
    The amortized cost and estimated fair value of bonds and short-term
investments at December 31, 1997 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
<PAGE>
80
- --------------------------------------------------------------------------------
 
over the remaining life of the securities. Expected maturities differ from
contractual maturities reflecting borrowers' rights to call or prepay their
obligations.
 
<TABLE>
<CAPTION>
                                               AMORTIZED    ESTIMATED
MATURITY                                          COST     FAIR VALUE
- ---------------------------------------------  ----------  -----------
<S>                                            <C>         <C>
Due in one year or less......................  $  424,518  $   696,203
Due after one year through five years........     586,980      708,365
Due after five years through ten years.......     451,963      295,896
Due after ten years..........................     315,180       99,628
                                               ----------  -----------
  Total......................................  $1,778,641  $ 1,800,092
                                               ----------  -----------
                                               ----------  -----------
</TABLE>
 
    Proceeds from sales of investments in bonds and short-term investments
during 1997, 1996 and 1995 were $367,626, $668,078 and $313,961, respectively,
resulting in gross realized gains of $964, $3,675 and $1,419, respectively, and
gross realized losses of $1,084, $919 and $1,263, 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
 
    BALANCE SHEET ITEMS (IN MILLIONS):
 
<TABLE>
<CAPTION>
                                                      1997                 1996
                                               ------------------   ------------------
                                               CARRYING    FAIR     CARRYING    FAIR
                                                AMOUNT     VALUE     AMOUNT     VALUE
                                               --------   -------   --------   -------
<S>                                            <C>        <C>       <C>        <C>
ASSETS
  Bonds and short-term investments...........   $1,778    $ 1,800    $1,417    $ 1,425
  Common stocks..............................       64         64        45         45
  Policy loans...............................       37         37        29         29
  Mortgage loans.............................       85         85         0          0
  Other invested assets......................       21         21         3          3
LIABILITIES
  Liabilities on investment contracts........   $1,911    $ 1,835    $1,245    $ 1,191
</TABLE>
 
    The carrying amounts for policy loans approximates fair value. The fair
value of liabilities on investment contracts are determined by forecasting
future cash flows and discounting the forecasted cash flows at current market
rates.
 3. RELATED PARTY TRANSACTIONS:
 
    Transactions between the Company and its affiliates within The Hartford
relate principally to tax settlements, reinsurance, service fees, capital
contributions and payments of dividends. The Company has also invested in bonds
of its subsidiaries, Hartford Financial Services Corporation and HL Investment
Advisors, Inc., and common stock of its subsidiary, ITT Hartford Life, LTD.
 
    On June 30, 1995, the assets of Lyndon Insurance Company were contributed to
ILA. As a result, ILA received approximately $365 million in bonds and
short-term investments, common stocks 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 million were recorded
as an increase to paid-in surplus.
 
    For additional information, see Note 5.
 
 4. FEDERAL INCOME TAXES:
 
    The Company and The Hartford have entered into a tax sharing agreement under
which each member in the consolidated U.S. Federal income tax return will make
payments between them such that, with respect to any period, the amount of taxes
to be paid by the Company, subject to certain adjustments, generally will be
determined as though the Company were to file separate Federal, state and local
income tax returns.
 
    As long as The Hartford continues to beneficially own, directly or
indirectly, at least 80% of the combined voting power and 80% of the value of
the outstanding capital stock of HLI, the Company will be included for Federal
income tax purposes in the consolidated group of which The Hartford is the
common parent. It is the current intention of The Hartford and its subsidiaries
to continue to file a single consolidated Federal income tax return. The Company
will continue to remit (receive from) The Hartford a current income tax
provision (benefit) computed in accordance with such tax sharing agreement.
Federal income taxes (received) paid by the Company were $(14,499), $29,792 and
$215,921 in 1997, 1996 and 1995, respectively. The effective tax rate was (26)%,
22% and 25% in 1997, 1996 and 1995, respectively. The following schedule
provides a reconciliation of the tax provision at the U.S. Federal Statutory
rate to Federal income tax (benefit) expense (in millions).
 
<TABLE>
<CAPTION>
                                               1997    1996    1995
                                               -----   -----   -----
<S>                                            <C>     <C>     <C>
Tax provision at U.S. Federal statutory
 rate........................................  $  20   $  30   $  20
Tax deferred acquisition costs...............     25      27       8
Statutory to tax reserve differences.........      1       0       3
Unrealized gain on separate accounts.........    (44)    (21)    (13)
Investments and other........................    (17)    (17)     (4)
                                               -----   -----   -----
Federal income tax (benefit) expense.........  $ (15)  $  19   $  14
                                               -----   -----   -----
                                               -----   -----   -----
</TABLE>
 
 5. CAPITAL AND SURPLUS AND SHAREHOLDER
   DIVIDEND RESTRICTIONS:
 
    The maximum amount of dividends which can be paid, without prior approval,
by State of Connecticut 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. No dividends were paid in 1997 or
1996. ILA paid dividends of $10 million to its parent, HLIC, in 1995. 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
<PAGE>
                                                                              81
- --------------------------------------------------------------------------------
 
exceeded liabilities at the contribution date ($112 million) was included in
paid-in surplus.
 
 6. PENSION PLANS AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS:
 
    The Company's employees are included in The 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
$265, $358, and $1,034 in 1997, 1996 and 1995, respectively. Liabilities for the
plan are held by The Hartford.
 
    The Company also participates in The 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 The Hartford. The cost to ILA was not
material in 1997, 1996 and 1995.
 
    The Company's employees are included in The Hartford'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
The Hartford 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 8.5% for 1997, 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
1997, 1996 and 1995.
 
    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 1997, 1996 and 1995.
 
 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:
 
<TABLE>
<CAPTION>
                                      1997      1996      1995
                                    --------  --------  --------
<S>                                 <C>       <C>       <C>
Direct premiums...................  $266,427  $226,612  $159,918
Premiums assumed..................    51,630    33,817    13,299
Premiums ceded....................   (21,412)  (10,185)   (7,425)
                                    --------  --------  --------
Premiums and annuity
 considerations...................  $296,645  $250,244  $165,792
                                    --------  --------  --------
                                    --------  --------  --------
</TABLE>
 
    The Company cedes to RGA Reinsurance Company, on a modified coinsurance
basis, 80% of the variable annuity business written since 1994.
 
 8. SEPARATE ACCOUNTS:
 
    The Company maintains separate account assets and liabilities totaling $23.2
billion and $14.6 billion at December 31, 1997 and 1996, respectively. Separate
account assets are reported at fair value and separate account liabilities are
determined in accordance with 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 $252 million, $144
million and $72 million in 1997, 1996 and 1995, respectively, and are recorded
as a component of other revenues on the Statutory Statements of Income.
 
 9. COMMITMENTS AND CONTINGENCIES:
 
    As of December 31, 1997 and 1996, 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 normal course 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 $1,544, $1,262 and $1,684 in 1997, 1996 and 1995,
respectively. ILA incurred guaranteed fund expense of $548 in 1997 and 1996 and
$0 in 1995.
<PAGE>

                                   PART II

                      CONTENTS OF REGISTRATION STATEMENT


This Registration Statement comprises the following papers and documents:

            The facing sheet.

   
            The prospectus consisting of 81 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 Hartford Life and Annuity
            Insurance Company ("Hartford") authorizing the establishment of the
            Separate Account. (1)

     (A2)   Not Applicable.

     (A3a)  Principal Underwriting Agreement. (2)

     (A3b)  Forms of Selling Agreements. (2)
                
     (A3c)  Not applicable.     
          
     (A4)   Not Applicable.

     (A5)   Form of Modified Single Premium Variable Life Insurance Policy. (1)
   
     (A6a)  Certificate of Incorporation of Hartford. (3)
    
     (A6b)  Bylaws of Hartford. (2)

     (A7)   Not Applicable.
_________________
(1)  Incorporated by reference to Post Effective No. 2, to the Registration
     State File No. 33-83650, dated May 1, 1995.

(2)  Incorporated by reference to Post Effective Amendment No. 3, to the 
     Registration Statement File No. 33-83650, dated May 1, 1996.
   
(3)  Incorporated by reference to Post Effective Amendment No. 6, to the
     Registration Statement File No. 33-83650, filed on August 4, 1998.
    
<PAGE>

     (A8)   Not Applicable.

     (A9)   Not Applicable.

     (A10)  Form of Application for Modified Single Premium Variable Life
            Insurance Policies. (1)

     (A11)  Memorandum describing transfer and redemption procedures. (1)

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

(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.

(6)  Consent of Arthur Andersen LLP, Independent Public Accountants.
   
(7)  Power of Attorney. (3)
    
(8)  Not applicable.

<PAGE>

                      REPRESENTATION OF REASONABLENESS OF FEES
                                          
Hartford Life and Annuity Insurance Company ("Hartford") hereby represents that
the aggregate fees and charges under the Policy are reasonable in relation to
the services rendered, the expenses expected to be incurred, and the risks
assumed by Hartford.
                                          
                            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.

            UNDERTAKINGS AND REPRESENTATIONS AS REQUIRED BY RULE 6e-3(T)

1. Separate Account Five meets the definition of "Separate Account" under Rule
   6e-3(T).

2. Hartford  undertakes to keep and make available to the Commission upon
   request any documents used to support any representation as to the
   reasonableness of fees.

                           UNDERTAKING ON INDEMNIFICATION

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

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

The foregoing statements are specifically made subject to the detailed
provisions of Section 33-770 et seq.

Notwithstanding the fact that Connecticut law obligates the Registrant to
indemnify a only a director that was successful on the merits in a suit, under
Article VIII, Section 1 of the Registrant's bylaws,

<PAGE>

the Registrant must indemnify both directors and officers of the Registrant 
for (1) any claims and liabilities to which they become subject by reason of 
being or having been a directors or officers of the company and legal and (2) 
other expenses incurred in defending against such claims, in each case, to 
the extent such is consistent with statutory provisions.

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

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

                                          
<PAGE>

                             SIGNATURES

   
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned thereunto duly authorized, and attested, all in the Town of
Simsbury, and State of Connecticut, on the 21st day of September, 1998.
    
   
                          HARTFORD LIFE AND ANNUITY INSURANCE
                          COMPANY - SEPARATE ACCOUNT FIVE (Registrant)

                          By:    /s/ Gregory A. Boyko                          
                              -------------------------------------------------
                              Gregory A. Boyko, Senior Vice President
                  
                          HARTFORD LIFE AND ANNUITY INSURANCE
                          COMPANY (Depositor)

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

   
Gregory A. Boyko, Senior Vice
    President, Director*
Lynda Godkin, Senior Vice President
    General Counsel and Corporate 
    Secretary, Director*
Thomas M. Marra, Executive Vice              *By:  /s/ Lynda Godkin
   President and Director, Individual            -------------------------
   Life and Annuity Division, Director*              Lynda Godkin
Lowndes A. Smith, President and                      Attorney-In-Fact
   Chief Executive Officer,                  
   Director*                                Dated:   September 21, 1998 
David M. Znamierowski, Senior                       -------------------
    Vice President, Director*
    

<PAGE>

                         EXHIBIT INDEX

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

(5)        Opinion and Consent of Michael Winterfield, FSA, MAAA.

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


<PAGE>

                                                                     EXHIBIT 2



                                                            [LOGO]
                                                            Hartford Life
September 21, 1998

                                                 LYNDA GODKIN
                                                 SENIOR VICE PRESIDENT, GENERAL
                                                 COUNSEL & CORPORATE SECRETARY
                                                 Law Department

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

RE:  SEPARATE ACCOUNT FIVE
     HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
     FILE NO. 33-83650

Dear Sir/Madam:

I have acted as General Counsel to Hartford Life and Annuity Insurance Company
(the "Company"), a Connecticut insurance company, and Hartford Life and Annuity
Insurance Company Separate Account Five (the "Account") in connection with the
registration of an indefinite amount of securities in the form of modified
single premium variable life insurance contracts  (the "Contracts") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
I have examined such documents (including the Form S-6 Registration Statement)
and reviewed such questions of law as I considered necessary and appropriate,
and on the basis of such examination and review, it is my opinion that:

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

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

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

4.      The Contracts, when issued as contemplated by the Form S-6 Registration
        Statement, will constitute legal, validly issued and binding obligations
        of the Company.

I hereby consent to the filing of this opinion as an exhibit to the Form S-6
Registration Statement for the Contracts and the Account.

Sincerely,

/s/ Lynda Godkin

Lynda Godkin

<PAGE>

                                                                      EXHIBIT 5

                                                                         [Logo]
                                                                  Hartford Life

                    MICHAEL R. WINTERFIELD, FSA, MAAA  
                    Assistant Vice President           
                    Individual Annuity Product Management


September 21, 1998


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

Dear Sir:

This opinion is furnished in connection with the Form S-6 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 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 the Form S-6 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 Form S-6
Registration Statement  and to the reference to my name under the heading
"Experts" in the Prospectus included as a part of such Form S-6 Registration
Statement.

Very truly yours,

/s/ Michael Winterfield

Michael Winterfield, FSA, MAAA
Director Individual Annuity Product Management


<PAGE>

                                                                      EXHIBIT 6


                      ARTHUR ANDERSEN LLP


           CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


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


                                   /s/ Arthur Andersen LLP

Hartford, Connecticut
September 28, 1998



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