SEPARATE ACCOUNT FIVE OF ITT HARTFORD LIFE & ANNUITY INS CO
485BPOS, 1998-04-13
Previous: SEPARATE ACCOUNT FIVE OF ITT HARTFORD LIFE & ANNUITY INS CO, 485BPOS, 1998-04-13
Next: SEPARATE ACCOUNT FIVE OF ITT HARTFORD LIFE & ANNUITY INS CO, 485BPOS, 1998-04-13



<PAGE>
   
As filed with the Securities and Exchange Commission on April 13, 1998.
                                                      File No. 33-83652
    

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                       POST-EFFECTIVE AMENDMENT NO. 5
                                  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 May 1, 1998 pursuant to paragraph (b) of Rule 485
       -----      
                  60 days after filing pursuant to paragraph (a)(1) of Rule 485
       -----      
                  on May 1, 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; The Separate Account -
                        General

      6.                The Separate Account - General

      7.                Not required by Form S-6

      8.                Not required by Form S-6
    

      9.                Legal Proceedings

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

      11.               Summary; The Separate Account - Portfolios

      12.               Summary;  The Separate Account - Portfolios

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

      14.               The Policy - Application for a Policy

      15.               The Policy - Allocation of Premium

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

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


<PAGE>

   
Item no. of
Form N-8B-2             CAPTION IN PROSPECTUS
- -----------             ---------------------

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

      19.               Other Matters - Statement to Policy Owners
    

      20.               Not applicable

   
      21.               Policy Benefits and Rights - Policy Loans
    

      22.               Not applicable

      23.               Safekeeping of Separate Account 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 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 Premium
    

      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>

   
                                                                               1
                                     PART I
    

<PAGE>

                                                                               2
   
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
PUTNAM HARTFORD CAPITAL MANAGER VARIABLE LIFE
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICIES

P. O. BOX 2999
HARTFORD, CT 06104-2999
TELEPHONE (800) 231-5453

This Prospectus describes Putnam Hartford Capital Manager Variable Life, a
modified single premium variable life insurance policy ("Policy" or
"Policies") offered by Hartford Life and Annuity Insurance Company
("Hartford") to applicants age 90 and under. The Policy lets the Policy Owner
pay a single premium and, subject to restrictions, additional premiums.

The Policy is a modified endowment policy for federal income tax purposes,
except in certain cases described under "Federal Tax Considerations," page 40.
A LOAN, DISTRIBUTION OR OTHER AMOUNT RECEIVED FROM A MODIFIED ENDOWMENT POLICY
DURING THE LIFE OF THE INSURED WILL BE TAXED TO THE EXTENT OF ANY ACCUMULATED
INCOME IN THE POLICY. 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 the Putnam Money Market Sub-Account.
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 underlying investment portfolios ("Funds") of Class IA shares of
Putnam Variable Trust are available under the Policies: Putnam VT Asia Pacific
Growth Fund, Putnam VT Diversified Income Fund, Putnam VT The George Putnam Fund
of Boston, Putnam VT Global Asset Allocation Fund, Putnam VT Global Growth Fund,
Putnam VT Growth and Income Fund, Putnam VT Health Sciences Fund, Putnam VT High
Yield Fund, Putnam VT International Growth Fund, Putnam VT International Growth
and Income Fund, Putnam VT International New Opportunities Fund, Putnam VT
Investors Fund, Putnam VT Money Market Fund, Putnam VT New Opportunities Fund,
Putnam VT New Value Fund, Putnam VT OTC & Emerging Growth Fund, Putnam VT U.S.
Government and High Quality Bond Fund, Putnam VT Utilities Growth and Income
Fund, Putnam VT Vista Fund, and Putnam VT Voyager Fund.

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 a Policy. The Death Benefit may be greater than the Face Amount. The
Account Value will, and under certain circumstances the Death Benefit of the 
Policy may, increase or decrease based on the 
    


<PAGE>

                                                                               3

   
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.
   

The date of this Prospectus is May 1, 1998.
    


<PAGE>

   
                                                                               4
                               TABLE OF CONTENTS

                                                                          PAGE

SPECIAL TERMS ........................................................ 6

SUMMARY .............................................................. 8

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY ..........................12

THE SEPARATE ACCOUNT .................................................13

      General ........................................................13

      Funds ..........................................................13

      Investment Adviser .............................................16

THE POLICY ...........................................................17

      Application for a Policy .......................................17

      Premiums .......................................................17

      Allocation of Premiums .........................................18

      Accumulation Unit Values .......................................18

DEDUCTIONS AND CHARGES ...............................................19

      Monthly Deductions .............................................19

      Annual Maintenance Fee .........................................21

      Taxes Charged against the Separate Account .....................21

      Charges Against the Funds ......................................21

      Contingent Deferred Sales Charge ...............................21

      Premium Tax Charge .............................................22

POLICY BENEFITS AND RIGHTS ...........................................22

      Death Benefit ..................................................22

      Account Value ..................................................23

      Transfer of Account Value ......................................23

      Policy Loans ...................................................24

      Amount Payable on Surrender of the Policy ......................25

      Partial Withdrawals ............................................25

      Benefits at Maturity ...........................................26

      Lapse and Reinstatement ........................................26

      Cancellation and Exchange Rights ...............................26

      Suspension of Valuation, Payments and Transfers ................27

LAST SURVIVOR POLICIES ...............................................27

OTHER MATTERS ........................................................28

      Voting Rights ..................................................28

      Statements to Policy Owners ....................................28

      Limit on Right to Contest ......................................29

      Misstatement as to Age and Sex .................................29

      Payment Options ................................................29

      Beneficiary ....................................................31

      Assignment .....................................................32
    


<PAGE>

   
                                                                               5
      Dividends ......................................................32

EXECUTIVE OFFICERS AND DIRECTORS .....................................33

DISTRIBUTION OF THE POLICIES .........................................39

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS .........................39

FEDERAL TAX CONSIDERATIONS ...........................................40

      General ........................................................40

      Taxation of Hartford and the Separate Account ..................40

      Income Taxation of Policy Benefits .............................40

      Last Survivor Policies .........................................41

      Modified Endowment Policies ....................................41

      Estate and Generation Skipping Taxes ...........................42

      Diversification Requirements ...................................42

      Ownership of the Assets in the Separate Account ................43

      Life Insurance Purchased for Use in Split Dollar Arrangements ..43

      Federal Income Tax Withholding .................................44

      Non-Individual Ownership of Policies ...........................44

      Other ..........................................................44

      Life Insurance Purchases by Nonresident Aliens and Foreign 
      Corporations ...................................................44

LEGAL PROCEEDINGS ....................................................45

LEGAL MATTERS ........................................................45

EXPERTS ..............................................................45

REGISTRATION STATEMENT ...............................................45

APPENDIX A -- ILLUSTRATION OF BENEFITS ...............................46

      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>

                                                                               6

   
                                 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.

ADMINISTRATIVE OFFICE: Currently located at 200 Hopmeadow Street, Simsbury,
Connecticut; however, the mailing address is P.O. Box 2999, Hartford,
Connecticut 06104-2999.

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 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.
   
    

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: Currently, the portfolios of Putnam Variable Trust described on page 8 of
this Prospectus.
    

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



<PAGE>

                                                                               7

   
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. (For Policies purchased in New
York, see Appendix A, page 46).

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.

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 the Hartford's Administrative 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.

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. Trust: Putnam
Variable Trust.

VALUATION DAY: Every day the New York Stock Exchange is open for trading. The
value of the Separate Account is determined at the close of the New York Stock
Exchange (generally 4:00 p.m. Eastern Time) on such days.
    

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

<PAGE>

   
                                                                               8
                                     SUMMARY

THE POLICY

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 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 41.
    

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 investment trust
registered under the Investment Company Act of 1940. The Policies currently
offer 20 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 Administrative
Office, to the Putnam Money Market Sub-Account. After the expiration of the
Right to Cancel Period, the values in the Putnam Money Market Sub-Account 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 18.

Currently, the Funds of Putnam Variable Trust available under the Policies are:
Putnam VT Asia Pacific Growth Fund, Putnam VT Diversified Income Fund, Putnam VT
The George Putnam Fund of Boston, Putnam VT Global Asset Allocation Fund, Putnam
VT Global Growth Fund, Putnam VT Growth and Income Fund, Putnam VT Health
Sciences Fund, Putnam VT High Yield Fund, Putnam VT International Growth Fund,
Putnam VT International Growth and Income Fund, Putnam VT International New
Opportunities Fund, Putnam VT Investors Fund, Putnam VT Money Market Fund,
Putnam VT New Opportunities Fund, Putnam VT New Value Fund, Putnam VT OTC &
Emerging Growth Fund, Putnam VT U.S. Government and High Quality Bond Fund,
Putnam VT Utilities Growth and Income Fund, Putnam VT Vista Fund, and Putnam VT
Voyager 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 13.

The following table shows annual fund operating expenses:
    
<PAGE>
                                                                               9
   
<TABLE>
<CAPTION>
                         ANNUAL FUND OPERATING EXPENSES
                         (as a percentage of net assets)

- -------------------------------------------------------------------------------------------------------
                                                                             OTHER
                                                          MANAGEMENT        EXPENSES 
                                                             FEES         (ABSENT ANY      TOTAL FUND
                                                        (ABSENT ANY FEE     EXPENSE         OPERATING
                                                           WAIVERS)       REIMBURSEMENT)   EXPENSES (1)
                                                           --------       --------------   ------------
- -------------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>               <C>
Putnam VT Asia Pacific Growth Fund                           0.80%           0.27%             1.07%
- -------------------------------------------------------------------------------------------------------
Putnam VT Diversified Income Fund                            0.69%           0.11%             0.80%
- -------------------------------------------------------------------------------------------------------
Putnam VT The George Putnam Fund of Boston (2)               0.65%           0.36%             1.01%
- -------------------------------------------------------------------------------------------------------
Putnam VT Global Asset Allocation Fund                       0.66%           0.11%             0.77%
- -------------------------------------------------------------------------------------------------------
Putnam VT Global Growth Fund                                 0.60%           0.15%             0.75%
- -------------------------------------------------------------------------------------------------------
Putnam VT Growth and Income Fund                             0.47%           0.04%             0.51%
- -------------------------------------------------------------------------------------------------------
Putnam VT Health Sciences Fund (2)                           0.70%           0.34%             1.04%
- -------------------------------------------------------------------------------------------------------
Putnam VT High Yield Fund                                    0.66%           0.06%             0.72%
- -------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund (2)                      0.80%           0.47%             1.27%
- -------------------------------------------------------------------------------------------------------
Putnam VT International Growth and Income Fund               0.80%           0.32%             1.12%
- -------------------------------------------------------------------------------------------------------
Putnam VT International New Opportunities Fund (2)           1.20%           0.68%             1.88%
- -------------------------------------------------------------------------------------------------------
Putnam VT Investors Fund (2)                                 0.65%           0.33%             0.98%
- -------------------------------------------------------------------------------------------------------
Putnam VT Money Market Fund                                  0.45%           0.09%             0.54%
- -------------------------------------------------------------------------------------------------------
Putnam VT New Opportunities Fund                             0.58%           0.05%             0.63%
- -------------------------------------------------------------------------------------------------------
Putnam VT New Value Fund                                     0.70%           0.15%             0.85%
- -------------------------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth Fund (2)                     0.70%           0.34%             1.04%
- -------------------------------------------------------------------------------------------------------
Putnam VT U.S. Government and High Quality Bond Fund         0.61%           0.08%             0.69%
- -------------------------------------------------------------------------------------------------------
Putnam VT Utilities Growth and Income Fund                   0.67%           0.07%             0.74%
- -------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund                                         0.65%           0.22%             0.87%
- -------------------------------------------------------------------------------------------------------
Putnam VT Voyager Fund                                       0.54%           0.05%             0.59%
- -------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Management Fees generally represent the fees paid to the investment
      adviser or its affiliate 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 Trust
      prospectus.

(2)   The Management Fees and Other Expenses shown in the table above do not
      reflect an expense limitation. After an expense limitation, Management
      Fees, Other Expenses and Total Fund Operating Expenses would have been:

<TABLE>
                                                                                         TOTAL FUND
                                                     MANAGEMENT FEES  OTHER EXPENSES  OPERATING EXPENSES
                                                     ---------------  --------------  ------------------
<S>                                                        <C>             <C>               <C>
Putnam VT The George                                       0.49%           0.36%             0.85%
Putnam Fund of Boston*                                                         
Putnam VT Health                                           0.56%           0.34%             0.90%
Sciences Fund*                                    
Putnam VT International                                    0.73%           0.47%             1.20%
Growth Fund
Putnam VT International                                    0.92%           0.68%             1.60%
New Opportunities Fund
Putnam VT Investors                                        0.52%           0.33%             0.85%
Fund*
Putnam VT OTC &                                            0.56%           0.34%             0.90%
Emerging Growth Fund*
</TABLE>

*Estimated Management Fees, Other Expenses, and Total Fund Operating Expenses.
    
<PAGE>

                                                                              10

   

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 35 and 80 who pay an initial premium of 100% of
the Guideline Single Premium are eligible for simplified underwriting without a
medical examination if they meet simplified underwriting standards as evidenced
in their responses in the application. For Policy Owners who pay an initial
premium of 80% or 90% of the Guideline Single Premium or who are below age 35 or
above age 80, standard underwriting applies, except that substandard
underwriting applies only in those cases that represent substandard risks
according to customary underwriting guidelines. Additional premiums are allowed
if they do not cause the Policy to fail to meet the definition of a life
insurance policy 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 0.40%. 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 10,
and "Policy Benefits and Rights -- Lapse and Reinstatement," page 26.
    


<PAGE>

                                                                              11

   
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 21.

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 21, and "Federal Tax Considerations," page 40.
    

Applicants should review the Funds prospectuses 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 21.

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 Charges," page 22.

For a discussion of the tax consequences of surrender of the Policy or a partial
withdrawal, see "Federal Tax Considerations," page 40.
    

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 22.
    

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 23.

POLICY LOANS
    


<PAGE>

                                                                              12

   
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 24.
    

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 24, and "Lapse and Reinstatement," 
page 26.
    

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 canceled within ten days after receipt of
the Policy by 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 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 policy on the life
of the Insured without submitting proof of insurability. See "Policy Benefits
and Rights--Cancellation and Exchange Rights," page 26.
    

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 policy 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 40.

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
    


<PAGE>

                                                                              13

   
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 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.
    

FUNDS

   
The underlying investment for the Policies are shares of Putnam Variable
Trust, an open-end series investment company with multiple portfolios
("Funds"). The assets of each Sub-Account of the Separate Account are invested
exclusively in one of the Funds. The underlying Funds corresponding to each
Sub-Account and their investment objectives are described below. Hartford
reserves the right, subject to compliance with the law, to offer additional
funds with differing investment objectives. All Funds may not be available in
all states. There is no assurance that any of the Funds will achieve its stated
objectives.

PUTNAM VT ASIA PACIFIC GROWTH FUND 
Seeks capital appreciation by investing primarily in securities of companies
located in Asia and in the Pacific Basin. The fund's investments will normally
include common stocks, preferred stocks, securities convertible into common
stocks or preferred stocks, and warrants to purchase common stocks or preferred
stocks.

PUTNAM VT DIVERSIFIED INCOME FUND
Seeks high current income consistent with capital preservation by investing in
the following three sectors of the fixed income securities markets: a U.S.
Government and Investment Grade Sector, a
    


<PAGE>

                                                                              14

   
High Yield Sector (which invests primarily in securities commonly known as
"junk bonds"), and an International Sector. See the special considerations for
investments in high yield securities described in the Fund prospectus.

PUTNAM VT THE GEORGE PUTNAM FUND OF BOSTON
Seeks to provide a balanced investment composed of a well-diversified portfolio
of stocks and bonds which will produce both capital growth and current income.
    

PUTNAM VT GLOBAL ASSET ALLOCATION FUND
Seeks a high level of long-term total return consistent with preservation of
capital by investing in U.S. equities, international equities, U.S. fixed income
securities, and international fixed income securities.

PUTNAM VT GLOBAL GROWTH FUND
Seeks capital appreciation through a globally diversified portfolio of common
stocks.

PUTNAM VT GROWTH AND INCOME FUND
Seeks capital growth and current income by investing primarily in common stocks
that offer potential for capital growth, current income, or both.

   
PUTNAM VT HEALTH SCIENCES FUND
Seeks capital appreciation by investing at least 80% of its assets (other than
assets invested in U.S. government securities, short-term debt obligations, and
cash or money market instruments) in common stocks and other securities of
companies in the health sciences industries.
    

PUTNAM VT HIGH YIELD FUND
Seeks high current income and, when consistent with this objective, a secondary
objective of capital growth, by investing primarily in high-yielding,
lower-rated fixed income securities, constituting a portfolio which Putnam
Management believes does not involve undue risk to income or principal. See the
special considerations for investments in high yield securities described in the
Fund prospectus.

PUTNAM VT INTERNATIONAL GROWTH FUND
Seeks capital appreciation by investing primarily in equity securities of
companies located in a country other than the United States.

   
PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND
Seeks capital growth, and a secondary objective of high current income by
investing primarily in common stocks that offer potential for capital growth and
may, when consistent with its investment objectives, invest in common stocks
that offer potential for current income. Under normal market conditions, the
fund expects to invest substantially all of its assets in securities principally
traded on markets outside the United States.

PUTNAM VT INTERNATIONAL NEW OPPORTUNITIES FUND
Seeks long term capital appreciation by investing in companies that have
above-average growth
    


<PAGE>

                                                                              15

   
prospects due to the fundamental growth of their market sector. Under normal
market conditions, the fund expects to invest substantially all of its total
assets, other than cash or short-term investments held pending investment, in
common stocks, preferred stocks, convertible preferred stocks, covertible bonds
and other equity securities principally traded in securities markets outside the
United States.

PUTNAM VT INVESTORS FUND

Seeks long-term growth of capital and any increased income that results from
this growth by investing primarily in common stocks that Putnam Management
believes afford the best opportunity for capital growth over the long term.

PUTNAM VT MONEY MARKET FUND
Seeks as high a rate of current income as Putnam Management believes is
consistent with preservation of capital and maintenance of liquidity by
investing in high-quality money market instruments.
    

PUTNAM VT NEW OPPORTUNITIES FUND
Seeks long-term capital appreciation by investing principally in common stocks
of companies in sectors of the economy which Putnam Management believes possess
above-average long-term growth potential.

PUTNAM VT NEW VALUE FUND
   
Seeks long-term capital appreciation by investing primarily in common stocks
that Putnam Management believes are undervalued at the time of purchase and have
the potential for long-term capital appreciation.

PUTNAM VT OTC & EMERGING GROWTH FUND

Seeks capital appreciation by investing primarily in common stocks that Putnam
Management, believes have potential for capital appreciation significantly
greater than that of the market averages.
    

PUTNAM VT U.S. GOVERNMENT AND HIGH QUALITY BOND FUND
   
Seeks current income consistent with preservation of capital by investing
primarily in securities issued or guaranteed as to principal and interest by the
U.S. Government or by its agencies or instrumentalities and in other debt
obligations rated at least A by a nationally recognized securities rating agency
such as Standard & Poor's or Moody's Investor Service, Inc. or, if not
rated, determined by Putnam Management to be of comparable quality.
    

PUTNAM VT UTILITIES GROWTH AND INCOME FUND
Seeks capital growth and current income by concentrating its investments in debt
and equity securities issued by companies in the public utilities industries.

PUTNAM VT VISTA FUND

<PAGE>

                                                                              16

   
Seeks capital appreciation by investing in a diversified portfolio of common
stocks which Putnam Management believes have the potential for above-average
capital appreciation.
    

PUTNAM VT VOYAGER FUND
Seeks capital appreciation by investing primarily in common stocks of companies
that Putnam Management believes have potential for capital appreciation that is
significantly greater than that of market averages.

   
Putnam VT Asia Pacific Growth Fund, Putnam VT Diversified Income Fund, Putnam VT
The George Putnam Fund of Boston, Putnam VT Global Growth Fund, Putnam VT Growth
and Income Fund, Putnam VT Health Sciences Fund, Putnam VT High Yield Fund,
Putnam VT International Growth Fund, Putnam VT International Growth and Income
Fund, Putnam VT International New Opportunities Fund, Putnam VT Investors Fund,
Putnam VT Money Market Fund, Putnam VT New Opportunities Fund, Putnam VT New
Value Fund, Putnam VT OTC & Emerging Growth Fund, Putnam VT U.S. Government and
High Quality Bond Fund, Putnam VT Utilities Growth and Income Fund, Putnam VT
Vista Fund, and Putnam VT Voyager Fund are generally managed in styles similar
to other open-end investment companies which are managed by Putnam Management
and whose shares are generally offered to the public. These other Putnam funds
may, however, employ different investment practices and may invest in securities
different from those in which their counterpart Funds invest, and consequently
will not have identical portfolios or experience identical investment results.

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

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

INVESTMENT ADVISER

   
Putnam Investment Management, Inc. ("Putnam Management"), One Post Office
Square, Boston, MA 02109, serves as the investment manager for the Funds. An
affiliate, Putnam Advisory Company, Inc., manages domestic and foreign
institutional accounts and mutual funds. Another affiliate, Putnam Fiduciary
Trust Company, provides investment advice to institutional clients
    


<PAGE>

                                                                              17

under its banking and fiduciary policies. Putnam Management and its affiliates
are wholly-owned subsidiaries of Marsh & McLennan Companies, Inc., a publicly
owned holding company whose principal businesses are international insurance
brokerage and employee benefit consulting.

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

   
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
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 35 and 80 who pay an initial premium of 100% of the
Guideline Single Premium (subject to then current premium limits) are eligible
for
    


<PAGE>

                                                                              18

   
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 35 or above age 80, standard underwriting applies,
except that substandard underwriting applies only in those cases that represent
substandard risks according to customary underwriting guidelines. Additional
premiums are allowed if they do not cause the Policy to fail to meet the
definition of a life insurance policy 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 Administrative Office, Hartford will allocate the entire
premium to the Putnam Money Market Sub-Account. After the expiration of the
right to cancel period, the Account Value in the Putnam Money Market Sub-Account
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 the Putnam Money Market Sub-Account) is 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
prospectuses 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 23.

All valuations in connection with a Policy, e.g., with respect to determining
Account Value and 
    


<PAGE>

                                                                              19

   
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
Administrative Office if such date is a Valuation Day; otherwise such
determination will be made on the next succeeding date which is a Valuation Day.

DEDUCTIONS AND CHARGES
    

MONTHLY DEDUCTIONS

   
On the 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 26. 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
    


<PAGE>

                                                                              20

   
      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," page 22.)

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 Account an administrative charge equal to an annual
rate of 0.40%. 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 
    

<PAGE>

                                                                              21

   
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 prospectuses 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 premium payments 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.
    


<PAGE>

                                                                              22

   
See "Policy Benefits and Rights--Amount Payable on Surrender of the Policy,"
page 25.
    

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 percent of Account Value, at the end of each Policy Year:

                  POLICY
                   YEAR    RATE
                   ----    ----

                    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%

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 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
</TABLE>
    


<PAGE>

                                                                              23

   
<TABLE>
<CAPTION>

<S>                                          <C>            <C>
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 29.
    

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 18.
    

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 requiring callers to 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 30 days of receipt of the
    


<PAGE>

                                                                              24

   
confirmation. Hartford will send the Policy Owner confirmation of the transfer
within five 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 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. Before advancing the loan amount Hartford may
withhold an amount sufficient to pay interest on total loans to the end of the
Policy Year and any monthly Deduction Amounts due on or before the next Policy
Anniversary. 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
    


<PAGE>

                                                                              25

   
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 26.

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 40.

If the Policy Owner chooses to apply the surrender proceeds to a payment option
(see "Other Matters--Payment Options," page 29), 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


<PAGE>

                                                                              26

   
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 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--Premium Tax Charge," page 21. For a discussion of the tax consequences
of partial withdrawals, see "Federal Tax Considerations," page 40.
    

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
"Income Taxation of Policy Benefits," page 40.)
    

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 payment is
forthcoming 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 22.

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 receipt of the Policy by
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
    


<PAGE>

                                                                              27

   
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 policy offered by Hartford (or an affiliated company) on the life of
the Insured. No evidence of insurability will be required. The new policy will
have, at the election of the Policy Owner, either the same Coverage Amount
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 to die. See the last survivor
            illustrations in "Appendix A," page 46.

      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.

      5.    Additional tax disclosures applicable to last survivor Policies are 
            provided in "Federal Tax Considerations," page 40. 
    

<PAGE>

                                                                              28

   
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. If the Investment Company Act of 1940 or any rule promulgated
thereunder should be amended, however, 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 24) will not be considered in determining the voting
interests of the Policy Owner. Policy Owners should review the Funds
prospectuses accompanying this Prospectus to determine matters on which
shareholders may vote.

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

In addition, Hartford itself may disregard 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),
    


<PAGE>

                                                                              29

   
and any outstanding loans 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 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


<PAGE>

                                                                              30

provision for a death benefit payable to a beneficiary.

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

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

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


<PAGE>

                                                                              31

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 1983(a) Individual
Annuity Mortality Table, with ages set back one year and with an assumed
investment rate ("A.I.R.") of 5% per annum. The total first monthly variable
annuity payment is determined by multiplying the proceeds value (expressed in
thousands of dollars) of a Sub-Account by the amount of the first monthly
payment per $1,000 of value obtained from the tables in the Policies.
    

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

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

   
FIXED ANNUITY: Fixed annuity payments are determined by multiplying the amount
applied to the annuity by a rate, to be determined by 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.
    


<PAGE>

                                                                              32

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.
    


<PAGE>

                                                                              33
   
<TABLE>
<CAPTION>

                                                EXECUTIVE OFFICERS AND DIRECTORS
<S>                             <C>                                        <C>
NAME; AGE                       POSITION WITH HARTFORD;                    OTHER BUSINESS PROFESSION, VOCATION OR
                                YEAR OF ELECTION                           EMPLOYMENT FOR PAST FIVE YEARS;
                                                                           OTHER DIRECTORSHIPS
- ------------------------------------------------------------------------------------------------------------------------------------
Wendell J. Bossen               Vice President, 1995**                     Vice President (1992-Present), Hartford Life and
64                                                                         Accident Insurance Company; Vice President (1992-
                                                                           Present), Hartford Life Insurance Company; 
                                                                           President (1992-Present), International Corporate
                                                                           Marketing Group, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Gregory A. Boyko                Senior Vice President, Chief               Vice President & Controller (1995-1997), Hartford;
46                              Financial Officer & Treasurer,             Director (1997-Present); Senior Vice President, Chief
                                1997                                       Financial Officer & Treasurer (1997-Present); Vice
                                Director, 1997*                            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.
- ------------------------------------------------------------------------------------------------------------------------------------
Peter W. Cummins                Senior Vice President, 1997                Vice President (1993-1997), Hartford; Senior Vice
60                                                                         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.
- ------------------------------------------------------------------------------------------------------------------------------------
Ann M. de Raismes               Senior Vice President, 1997                Vice President (1994-1997), Hartford; Senior Vice
47                              Director of Human Resources,               President (1997-Present); Vice President (1994-1997);
                                1994                                       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.
- ------------------------------------------------------------------------------------------------------------------------------------
James R. Dooley                 Vice President, 1993                       Director, Information Services (1973-1997),
61                                                                         Hartford Life Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    


<PAGE>

                                                                              34
   
<TABLE>
<CAPTION>
<S>                             <C>                                        <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Timothy M. Fitch                Vice President, 1995                       Vice President (1995-Present); Actuary (1994-
45                              Actuary, 1997                              Present); Assistant 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.
- ------------------------------------------------------------------------------------------------------------------------------------
David T. Foy                    Vice President,  1998                      Assistant Vice President (1995-1998), Hartford; Vice
31                                                                         President (1998-Present),  Assistant  Vice President
                                                                           (1995-1998), Hartford Life Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------------------
J. Richard Garrett              Vice President,   1994                     Treasurer (1994-1997), Hartford; Vice President
53                              Assistant Treasurer, 1997                  (1993-Present); 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.
- ------------------------------------------------------------------------------------------------------------------------------------
Donald J. Gillette              Vice President, 1997                       Assistant Vice President (1995-1997), Hartford;
52                                                                         Assistant Vice President (1995-1997), Hartford Life
                                                                           and Accident Insurance Company; Assistant Vice
                                                                           President (1995-Present), Hartford Life Insurance
                                                                           Company.
- ------------------------------------------------------------------------------------------------------------------------------------
John P. Ginnetti                Executive Vice President and               Senior Vice President - Individual Life and Annuity
52                              Director, Asset Management                 Division (1988-1994), Hartford; Director (1988-
                                Services, 1994                             Present); Director (1988-Present); Executive Vice
                                Director, 1988                             President & Director, Asset 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).
- ------------------------------------------------------------------------------------------------------------------------------------
William A. Godfrey, III,        Senior Vice President, 1997                Senior Vice President (1997- Present), Hartford;
41                                                                         Senior Vice President (1997-Present), Hartford Life
                                                                           and Accident Insurance Company; Vice President
                                                                           Information Technology (1997-Present), Hartford Life,
                                                                           Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Lynda Godkin                    Senior Vice President, 1997                Assistant General Counsel and Secretary (1994-1995),
44                              General Counsel, 1996                      Hartford; Director (1997-Present); Senior Vice
                                Corporate Secretary, 1996                  President (1997-Present); General Counsel (1996-
                                Director, 1997 *                           Present); Corporate Secretary (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);
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    


<PAGE>

                                                                              35
   
<TABLE>
<CAPTION>

<S>                             <C>                                        <C>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                           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.
- ------------------------------------------------------------------------------------------------------------------------------------
Lois W. Grady                   Senior Vice President, 1998                Vice President (1994-1998), Hartford; Senior Vice
53                              Vice President, 1994                       President (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.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Christopher Graham              Vice President, 1997
47
- ------------------------------------------------------------------------------------------------------------------------------------
Mark E. Hunt                    Vice President, 1998                       Assistant Vice President (1997-1998), Hartford; Vice
37                                                                         President (1998-Present), Hartford Life and Accident
                                                                           Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------------------
Stephen T. Joyce                Vice President, 1997                       Assistant Vice President (1995-1997), Hartford;
39                                                                         Assistant Vice President (1994-1997), Hartford Life
                                                                           and Accident Insurance Company; Vice President
                                                                           (1997-Present); Assistant Vice President (1994-1997),
                                                                           Hartford Life Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------------------
Michael D. Keeler               Vice President, 1998                       Vice President (1998-Present); Hartford Life and
37                                                                         Accident Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------------------
Robert A. Kerzner               Senior Vice President, 1998                Senior Vice President (1998-Present); Vice President
46                              Vice President, 1997                       (1994-1998), Hartford; Senior Vice President (1998-
                                                                           Present); Vice President (1994-1997); Regional Vice
                                                                           President (1991-1994), Hartford Life Insurance
                                                                           Company.
- ------------------------------------------------------------------------------------------------------------------------------------
David N. Levenson               Vice President, 1998                       Assistant Vice President (1997-1998), Hartford.
31
- ------------------------------------------------------------------------------------------------------------------------------------
William B. Malchodi, Jr.        Vice President,  1994                      Vice President (1994-Present); Director of Taxes
50                                                                         (1992-1998), Hartford Life and Accident Insurance
                                                                           Company; Vice President (1994-Present); Director of
                                                                           Taxes (1991-1998), Hartford Life Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    


<PAGE>

                                                                              36
   
<TABLE>
<CAPTION>

<S>                             <C>                                        <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas M. Marra                 Executive Vice President, 1996             Senior Vice President (1993-1996); Director of
39                              Director, Individual Life and              Individual Annuities (1991-1993), Hartford; Director
                                Annuity Division, 1993                     (1994-Present); Executive Vice President (1995-
                                Director, 1994*                            Present); Director, Individual 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.
- ------------------------------------------------------------------------------------------------------------------------------------
Steven L. Matthieson            Vice President, 1984                       Director of New Business (1984-1997), Hartford.
53
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
C. Michael O'Halloran           Vice President, 1997                       Vice President (1997-Present), Hartford Life and
51                                                                         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.
- ------------------------------------------------------------------------------------------------------------------------------------
Craig R. Raymond                Senior Vice President, 1997                Vice President (1993-1997); Assistant Vice President
37                              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.
- ------------------------------------------------------------------------------------------------------------------------------------
David T. Schrandt               Vice President, 1987                       Treasurer (1987-1997); Controller (1987-1997),
50                                                                         Hartford.
- ------------------------------------------------------------------------------------------------------------------------------------
Lowndes A. Smith                President, 1989                            Chief Operating Officer (1989-1997), Hartford;
58                              Chief Executive Officer,  1997             Director (1981-Present); President (1989-Present);
                                Director, 1985 *                           Chief Executive 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 
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    


<PAGE>

                                                                              37
   
<TABLE>
<CAPTION>

<S>                             <C>                                        <C>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                           (1997-Present), Hartford Life, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Raymond P. Welnicki             Senior Vice President & Director,          Vice President (1993-1994), Hartford; Director (1994-
49                              Employee Benefit Division, 1994            Present); Senior Vice President (1995-Present);
                                Director, 1994*                            Director, Employee Benefit Division (1997-Present);
                                                                           Vice President (1993-1995), Hartford Life and
                                                                           Accident Insurance Company;  Senior Vice President,
                                                                           Employee Benefits (1997-Present), Hartford Life, Inc.;
                                                                           Board of Directors, Ethix Corp.
- ------------------------------------------------------------------------------------------------------------------------------------
Walter C. Welsh                 Senior Vice President, 1997                Senior Vice President (1997-Present); Vice President
51                                                                         (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.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    


<PAGE>

                                                                              38
   
<TABLE>
<CAPTION>

<S>                              <C>                                       <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Lizabeth H. Zlatkus              Senior Vice President, 1997               Vice President (1994-1997); Assistant Vice President
39                               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.
- ------------------------------------------------------------------------------------------------------------------------------------
David M. Znamierowski            Senior Vice President, 1997               Director (1998-Present); Senior Vice President (1997-
38                               Director, 1998                            Present), 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>
    

- -----

Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.

   
 *  Denotes date of election to Board of Directors of Hartford.
**  Affiliated Company of The Hartford Financial Services Group, Inc.
    


<PAGE>

                                                                              39

   
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 wholly-owned subsidiaries 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 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 effect 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.


<PAGE>

                                                                              40

                           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 Right - Account Value," on 
page 23). 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.

During the first fifteen Policy Years, an "income first" rule generally applies
to distributions of
    


<PAGE>

                                                                              41

   
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 
    


<PAGE>

                                                                              42

   
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 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


<PAGE>

                                                                              43
   
investment. In addition, in the case of government securities, each government
agency or instrumentality shall be treated as a separate issuer.

A separate account must be in compliance with the diversification standards on
the last day of each calendar quarter or within 30 days after the quarter ends.
If an insurance company inadvertently fails to meet the diversification
requirements, the company may comply within a reasonable period and avoid the
taxation of policy income on an ongoing basis. However, either the company or
the 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


<PAGE>

                                                                              44

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.
    

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.
    


<PAGE>

                                                                             45

   
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.

EXPERTS

The audited financial statements included in this prospectus and elsewhere in
the registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their 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-basis financial
statements of Hartford Life and Annuity Insurance Company (formerly ITT Hartford
Life and Annuity Insurance Company) which states the statutory-basis 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                                  46

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

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

                                   APPENDIX A
                           ILLUSTRATIONS OF BENEFITS
 

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

 
    The death benefit and surrender value for a Contract would be different from
those shown if the rates of return averaged 0%, 6% and 12% over a period of
years, but also fluctuated above or below those averages for individual Contract
Years. They would also differ if any Contract loan were made during the period
of time illustrated.
 
    The tables reflect the deductions of current Contract charges and guaranteed
Contract charges for a single gross interest rate. The death benefits and
surrender values would change if the current cost of insurance charges change.
 
    The amounts shown for the death benefit and surrender value as of the end of
each Contract Year take into account an average daily charge equal to an annual
charge of 0.75% of the average daily net assets of the Funds for investment
advisory and administrative services fees. The gross annual investment return
rates of 0%, 6% and 12% on the Fund's assets are equal to net annual investment
return rates (net of the 0.75% average daily charge) of -0.75%, 5.25% and
11.25%, respectively.
 
    In addition, the death benefit and surrender value as of the end of each
Contract Year take into account the (1) tax expense charge equal to an annual
rate of 0.40% of Account Value for the first ten Contract Years; (2)
administrative charge equal to an annual rate of 0.40% of Account Value
attributable to the Separate Account; (3) mortality and expense risk charge
equal to an annual rate of 0.90% of Account Value attributable to the Separate
Account; and (4) any Contingent Deferred Sales Charge and premium tax charge
which may be applicable in the first nine Contract Years.
 
    The hypothetical returns shown in the tables are without any tax charges
that may be attributable to the Separate Account in the future. In order to
produce after tax returns of 0%, 6%, and 12%, the Separate Account would have to
earn a sufficient amount in excess of 0% or 6% or 12% to cover any tax charges
(see "Deductions and Charges -- Taxes Charges Against The Separate Account,"
page 21).
 
    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>
47                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 45 MALE
                          INITIAL FACE AMOUNT: $40,161

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS                 CURRENT CHARGES*                       GUARANTEED CHARGES**
             ACCUMULATED    --------------------------------------   --------------------------------------
  END OF        AT 5%                        CASH                                     CASH
  CONTRACT    INTEREST        ACCOUNT      SURRENDER      DEATH        ACCOUNT      SURRENDER      DEATH
   YEAR       PER YEAR         VALUE         VALUE       BENEFIT        VALUE         VALUE       BENEFIT
  -------   -------------   -----------   -----------   ----------   -----------   -----------   ----------
  <S>       <C>             <C>           <C>           <C>          <C>           <C>           <C>
      1         10,500          10,834       9,840          40,161       10,756       9,764          40,161
      2         11,025          11,740      10,755          40,161       11,575      10,593          40,161
      3         11,576          12,724      11,751          40,161       12,463      11,495          40,161
      4         12,155          13,794      12,987          40,161       13,427      12,626          40,161
      5         12,763          14,956      14,169          40,161       14,474      13,693          40,161
      6         13,401          16,219      15,657          40,161       15,613      15,057          40,161
      7         14,071          17,592      17,060          40,161       16,851      16,324          40,161
      8         14,775          19,083      18,788          40,161       18,198      17,907          40,161
      9         15,513          20,704      20,452          40,161       19,666      19,417          40,161
     10         16,289          22,465      22,465          40,161       21,268      21,268          40,161
     11         17,103          24,501      24,501          40,161       23,113      23,113          40,161
     12         17,959          26,724      26,724          40,161       25,145      25,145          40,161
     13         18,856          29,153      29,153          41,398       27,386      27,386          40,161
     14         19,799          31,808      31,808          43,896       29,864      29,864          41,213
     15         20,789          34,714      34,714          46,517       32,590      32,590          43,670
     16         21,829          37,895      37,895          49,264       35,574      35,574          46,247
     17         22,920          41,367      41,367          52,951       38,832      38,832          49,705
     18         24,066          45,156      45,156          56,897       42,386      42,386          53,407
     19         25,270          49,292      49,292          61,122       46,266      46,266          57,371
     20         26,533          53,807      53,807          65,645       50,502      50,502          61,613
     25         33,864          83,601      83,601          96,978       78,372      78,372          90,912
     35         55,160         201,997     201,997         214,118      189,092     189,092         200,438
</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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  48
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 45 MALE
                          INITIAL FACE AMOUNT: $40,161

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                  GUARANTEED CHARGES**
             ACCUMULATED    ---------------------------------   ---------------------------------
  END OF        AT 5%                      CASH                                CASH
  CONTRACT    INTEREST       ACCOUNT    SURRENDER     DEATH      ACCOUNT    SURRENDER     DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT      VALUE       VALUE      BENEFIT
  -------   -------------   ---------   ----------   --------   ---------   ----------   --------
  <S>       <C>             <C>         <C>          <C>        <C>         <C>          <C>
      1         10,500        10,249      9,269       40,161      10,171      9,192       40,161
      2         11,025        10,506      9,546       40,161      10,337      9,380       40,161
      3         11,576        10,769      9,831       40,161      10,497      9,564       40,161
      4         12,155        11,040     10,275       40,161      10,651      9,891       40,161
      5         12,763        11,319     10,577       40,161      10,796     10,061       40,161
      6         13,401        11,605     11,089       40,161      10,930     10,421       40,161
      7         14,071        11,900     11,411       40,161      11,052     10,569       40,161
      8         14,775        12,202     11,941       40,161      11,158     10,902       40,161
      9         15,513        12,514     12,282       40,161      11,244     11,016       40,161
     10         16,289        12,833     12,833       40,161      11,309     11,309       40,161
     11         17,103        13,228     13,228       40,161      11,394     11,394       40,161
     12         17,959        13,636     13,636       40,161      11,455     11,455       40,161
     13         18,856        14,058     14,058       40,161      11,486     11,486       40,161
     14         19,799        14,494     14,494       40,161      11,486     11,486       40,161
     15         20,789        14,944     14,944       40,161      11,450     11,450       40,161
     16         21,829        15,409     15,409       40,161      11,370     11,370       40,161
     17         22,920        15,889     15,889       40,161      11,239     11,239       40,161
     18         24,066        16,385     16,385       40,161      11,048     11,048       40,161
     19         25,270        16,898     16,898       40,161      10,787     10,787       40,161
     20         26,533        17,428     17,428       40,161      10,442     10,442       40,161
     25         33,864        20,353     20,353       40,161       6,987      6,987       40,161
     35         55,160        27,852     27,852       40,161          --         --           --
</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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>
49                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 45 MALE
                          INITIAL FACE AMOUNT: $40,161

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                  GUARANTEED CHARGES**
             ACCUMULATED    ---------------------------------   ---------------------------------
  END OF        AT 5%                      CASH                                CASH
  CONTRACT    INTEREST       ACCOUNT    SURRENDER     DEATH      ACCOUNT    SURRENDER     DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT      VALUE       VALUE      BENEFIT
  -------   -------------   ---------   ----------   --------   ---------   ----------   --------
  <S>       <C>             <C>         <C>          <C>        <C>         <C>          <C>
      1         10,500         9,665      8,698       40,161       9,586      8,621       40,161
      2         11,025         9,340      8,404       40,161       9,169      8,235       40,161
      3         11,576         9,026      8,118       40,161       8,747      7,844       40,161
      4         12,155         8,721      7,990       40,161       8,319      7,594       40,161
      5         12,763         8,425      7,720       40,161       7,883      7,185       40,161
      6         13,401         8,138      7,657       40,161       7,438      6,964       40,161
      7         14,071         7,860      7,401       40,161       6,980      6,528       40,161
      8         14,775         7,591      7,353       40,161       6,506      6,274       40,161
      9         15,513         7,330      7,111       40,161       6,013      5,798       40,161
     10         16,289         7,076      7,076       40,161       5,498      5,498       40,161
     11         17,103         6,865      6,865       40,161       4,978      4,978       40,161
     12         17,959         6,659      6,659       40,161       4,427      4,427       40,161
     13         18,856         6,459      6,459       40,161       3,843      3,843       40,161
     14         19,799         6,264      6,264       40,161       3,221      3,221       40,161
     15         20,789         6,073      6,073       40,161       2,558      2,558       40,161
     16         21,829         5,888      5,888       40,161       1,845      1,845       40,161
     17         22,920         5,707      5,707       40,161       1,075      1,075       40,161
     18         24,066         5,531      5,531       40,161         237        237       40,161
     19         25,270         5,360      5,360       40,161          --         --           --
     20         26,533         5,193      5,193       40,161          --         --           --
     25         33,864         4,420      4,420       40,161          --         --           --
     35         55,160         3,145      3,145       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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  50
- --------------------------------------------------------------------------------
 

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

                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% (11.25% NET)

 

<TABLE>
<CAPTION>
              PREMIUMS                CURRENT CHARGES*                     GUARANTEED CHARGES**
             ACCUMULATED    ------------------------------------   ------------------------------------
  END OF        AT 5%                       CASH                                   CASH
  CONTRACT    INTEREST       ACCOUNT      SURRENDER      DEATH      ACCOUNT      SURRENDER      DEATH
   YEAR       PER YEAR        VALUE         VALUE       BENEFIT      VALUE         VALUE       BENEFIT
  -------   -------------   ----------   -----------   ---------   ----------   -----------   ---------
  <S>       <C>             <C>          <C>           <C>         <C>          <C>           <C>
      1         10,500         10,834       9,840         33,334      10,727       9,736         33,334
      2         11,025         11,740      10,755         33,334      11,517      10,537         33,334
      3         11,576         12,724      11,751         33,334      12,378      11,411         33,334
      4         12,155         13,794      12,987         33,334      13,317      12,517         33,334
      5         12,763         14,956      14,169         33,334      14,343      13,564         33,334
      6         13,401         16,219      15,657         33,334      15,464      14,909         33,334
      7         14,071         17,592      17,060         33,334      16,688      16,163         33,334
      8         14,775         19,083      18,788         33,334      18,025      17,735         33,334
      9         15,513         20,704      20,452         33,334      19,487      19,238         33,334
     10         16,289         22,465      22,465         33,334      21,088      21,088         33,334
     11         17,103         24,501      24,501         33,334      22,940      22,940         33,334
     12         17,959         26,736      26,736         33,334      24,991      24,991         33,334
     13         18,856         29,218      29,218         34,478      27,270      27,270         33,334
     14         19,799         31,946      31,946         37,377      29,804      29,804         34,891
     15         20,789         34,928      34,928         40,517      32,585      32,585         37,799
     16         21,829         38,190      38,190         43,919      35,625      35,625         40,969
     17         22,920         41,765      41,765         47,195      38,958      38,958         44,023
     18         24,066         45,686      45,686         50,712      42,614      42,614         47,301
     19         25,270         49,992      49,992         54,492      46,627      46,627         50,824
     20         26,533         54,687      54,687         59,609      51,004      51,004         55,594
     25         33,864         85,841      85,841         90,992      80,060      80,060         84,864
     35         55,160        208,273     208,273        218,687     192,260     192,260        201,873
</TABLE>

 

<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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>
51                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                              ISSUE AGE 55 FEMALE
                          INITIAL FACE AMOUNT: $33,334

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                  GUARANTEED CHARGES**
             ACCUMULATED    ---------------------------------   ---------------------------------
  END OF        AT 5%                      CASH                                CASH
  CONTRACT    INTEREST       ACCOUNT    SURRENDER     DEATH      ACCOUNT    SURRENDER     DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT      VALUE       VALUE      BENEFIT
  -------   -------------   ---------   ----------   --------   ---------   ----------   --------
  <S>       <C>             <C>         <C>          <C>        <C>         <C>          <C>
      1         10,500        10,249      9,269       33,334      10,142      9,164       33,334
      2         11,025        10,506      9,546       33,334      10,279      9,324       33,334
      3         11,576        10,769      9,831       33,334      10,412      9,480       33,334
      4         12,155        11,040     10,275       33,334      10,539      9,781       33,334
      5         12,763        11,319     10,577       33,334      10,661      9,928       33,334
      6         13,401        11,605     11,089       33,334      10,774     10,266       33,334
      7         14,071        11,900     11,411       33,334      10,875     10,394       33,334
      8         14,775        12,202     11,941       33,334      10,959     10,704       33,334
      9         15,513        12,514     12,282       33,334      11,021     10,793       33,334
     10         16,289        12,833     12,833       33,334      11,055     11,055       33,334
     11         17,103        13,228     13,228       33,334      11,106     11,106       33,334
     12         17,959        13,636     13,636       33,334      11,127     11,127       33,334
     13         18,856        14,058     14,058       33,334      11,117     11,117       33,334
     14         19,799        14,494     14,494       33,334      11,073     11,073       33,334
     15         20,789        14,944     14,944       33,334      10,988     10,988       33,334
     16         21,829        15,409     15,409       33,334      10,854     10,854       33,334
     17         22,920        15,889     15,889       33,334      10,656     10,656       33,334
     18         24,066        16,385     16,385       33,334      10,375     10,375       33,334
     19         25,270        16,898     16,898       33,334       9,991      9,991       33,334
     20         26,533        17,428     17,428       33,334       9,479      9,479       33,334
     25         33,864        20,353     20,353       33,334       3,955      3,955       33,334
     35         55,160        27,852     27,852       33,334          --         --           --
</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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  52
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                              ISSUE AGE 55 FEMALE
                          INITIAL FACE AMOUNT: $33,334

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS             CURRENT CHARGES*                GUARANTEED CHARGES**
             ACCUMULATED    -------------------------------   -------------------------------
  END OF        AT 5%                    CASH                              CASH
  CONTRACT    INTEREST      ACCOUNT    SURRENDER    DEATH     ACCOUNT    SURRENDER    DEATH
   YEAR       PER YEAR       VALUE       VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  -------   -------------   --------   ---------   --------   --------   ---------   --------
  <S>       <C>             <C>        <C>         <C>        <C>        <C>         <C>
      1         10,500        9,665     8,698       33,334      9,558     8,593       33,334
      2         11,025        9,340     8,404       33,334      9,112     8,179       33,334
      3         11,576        9,026     8,118       33,334      8,662     7,761       33,334
      4         12,155        8,721     7,990       33,334      8,209     7,486       33,334
      5         12,763        8,425     7,720       33,334      7,750     7,053       33,334
      6         13,401        8,138     7,657       33,334      7,283     6,810       33,334
      7         14,071        7,860     7,401       33,334      6,803     6,352       33,334
      8         14,775        7,591     7,353       33,334      6,305     6,073       33,334
      9         15,513        7,330     7,111       33,334      5,782     5,568       33,334
     10         16,289        7,076     7,076       33,334      5,230     5,230       33,334
     11         17,103        6,865     6,865       33,334      4,665     4,665       33,334
     12         17,959        6,659     6,659       33,334      4,061     4,061       33,334
     13         18,856        6,459     6,459       33,334      3,419     3,419       33,334
     14         19,799        6,264     6,264       33,334      2,733     2,733       33,334
     15         20,789        6,073     6,073       33,334      1,997     1,997       33,334
     16         21,829        5,888     5,888       33,334      1,200     1,200       33,334
     17         22,920        5,707     5,707       33,334        324       324       33,334
     18         24,066        5,531     5,531       33,334         --        --           --
     19         25,270        5,360     5,360       33,334         --        --           --
     20         26,533        5,193     5,193       33,334         --        --           --
     25         33,864        4,420     4,420       33,334         --        --           --
     35         55,160        3,145     3,145       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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>
53                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 65 MALE
                          INITIAL FACE AMOUNT: $19,380

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS                CURRENT CHARGES*                     GUARANTEED CHARGES**
             ACCUMULATED    ------------------------------------   ------------------------------------
  END OF        AT 5%                       CASH                                   CASH
  CONTRACT    INTEREST       ACCOUNT      SURRENDER      DEATH      ACCOUNT      SURRENDER      DEATH
   YEAR       PER YEAR        VALUE         VALUE       BENEFIT      VALUE         VALUE       BENEFIT
  -------   -------------   ----------   -----------   ---------   ----------   -----------   ---------
  <S>       <C>             <C>          <C>           <C>         <C>          <C>           <C>
      1         10,500         10,834       9,840         19,380      10,650       9,660         19,380
      2         11,025         11,740      10,755         19,380      11,357      10,380         19,380
      3         11,576         12,724      11,751         19,380      12,131      11,169         19,380
      4         12,155         13,794      12,987         19,380      12,984      12,190         19,380
      5         12,763         14,956      14,169         19,380      13,930      13,156         19,380
      6         13,401         16,219      15,657         19,380      14,986      14,436         19,380
      7         14,071         17,595      17,063         19,883      16,172      15,650         19,380
      8         14,775         19,106      18,810         21,208      17,516      17,228         19,443
      9         15,513         20,760      20,508         22,629      19,027      18,780         20,740
     10         16,289         22,549      22,549         24,578      20,664      20,664         22,524
     11         17,103         24,595      24,595         26,563      22,536      22,536         24,340
     12         17,959         26,837      26,837         28,716      24,587      24,587         26,309
     13         18,856         29,275      29,275         31,325      26,816      26,816         28,693
     14         19,799         31,947      31,947         33,864      29,260      29,260         31,016
     15         20,789         34,856      34,856         36,948      31,916      31,916         33,831
     16         21,829         38,046      38,046         39,949      34,834      34,834         36,576
     17         22,920         41,517      41,517         43,594      38,005      38,005         39,906
     18         24,066         45,308      45,308         47,574      41,447      41,447         43,520
     19         25,270         49,448      49,448         51,921      45,177      45,177         47,436
     20         26,533         53,969      53,969         56,667      49,215      49,215         51,677
     25         33,864         83,837      83,837         88,030      74,965      74,965         78,714
     35         55,160        202,335     202,335        204,358     175,528     175,528        177,284
</TABLE>

 

<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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  54
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 65 MALE
                          INITIAL FACE AMOUNT: $19,380

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                  GUARANTEED CHARGES**
             ACCUMULATED    ---------------------------------   ---------------------------------
  END OF        AT 5%                      CASH                                CASH
  CONTRACT    INTEREST       ACCOUNT    SURRENDER     DEATH      ACCOUNT    SURRENDER     DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT      VALUE       VALUE      BENEFIT
  -------   -------------   ---------   ----------   --------   ---------   ----------   --------
  <S>       <C>             <C>         <C>          <C>        <C>         <C>          <C>
      1         10,500        10,249      9,269       19,380      10,062      9,086       19,380
      2         11,025        10,506      9,546       19,380      10,104      9,152       19,380
      3         11,576        10,769      9,831       19,380      10,123      9,196       19,380
      4         12,155        11,040     10,275       19,380      10,116      9,364       19,380
      5         12,763        11,319     10,577       19,380      10,077      9,351       19,380
      6         13,401        11,605     11,089       19,380      10,002      9,502       19,380
      7         14,071        11,900     11,411       19,380       9,880      9,406       19,380
      8         14,775        12,202     11,941       19,380       9,703      9,454       19,380
      9         15,513        12,514     12,282       19,380       9,455      9,232       19,380
     10         16,289        12,833     12,833       19,380       9,124      9,124       19,380
     11         17,103        13,228     13,228       19,380       8,730      8,730       19,380
     12         17,959        13,636     13,636       19,380       8,217      8,217       19,380
     13         18,856        14,058     14,058       19,380       7,564      7,564       19,380
     14         19,799        14,494     14,494       19,380       6,738      6,738       19,380
     15         20,789        14,944     14,944       19,380       5,699      5,699       19,380
     16         21,829        15,409     15,409       19,380       4,387      4,387       19,380
     17         22,920        15,889     15,889       19,380       2,723      2,723       19,380
     18         24,066        16,385     16,385       19,380         595        595       19,380
     19         25,270        16,898     16,898       19,380          --         --           --
     20         26,533        17,428     17,428       19,380          --         --           --
     25         33,864        20,353     20,353       21,371          --         --           --
     35         55,160        27,854     27,854       28,133          --         --           --
</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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>
55                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 65 MALE
                          INITIAL FACE AMOUNT: $19,380

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS             CURRENT CHARGES*                GUARANTEED CHARGES**
             ACCUMULATED    -------------------------------   -------------------------------
  END OF        AT 5%                    CASH                              CASH
  CONTRACT    INTEREST      ACCOUNT    SURRENDER    DEATH     ACCOUNT    SURRENDER    DEATH
   YEAR       PER YEAR       VALUE       VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  -------   -------------   --------   ---------   --------   --------   ---------   --------
  <S>       <C>             <C>        <C>         <C>        <C>        <C>         <C>
      1         10,500        9,665     8,698       19,380      9,475     8,512       19,380
      2         11,025        9,340     8,404       19,380      8,923     7,994       19,380
      3         11,576        9,026     8,118       19,380      8,340     7,444       19,380
      4         12,155        8,721     7,990       19,380      7,720     7,004       19,380
      5         12,763        8,425     7,720       19,380      7,056     6,368       19,380
      6         13,401        8,138     7,657       19,380      6,338     5,875       19,380
      7         14,071        7,869     7,401       19,380      5,553     5,111       19,380
      8         14,775        7,591     7,353       19,380      4,684     4,461       19,380
      9         15,513        7,330     7,111       19,380      3,712     3,503       19,380
     10         16,289        7,076     7,076       19,380      2,616     2,616       19,380
     11         17,103        6,865     6,865       19,380      1,379     1,379       19,380
     12         17,959        6,659     6,659       19,380         --        --           --
     13         18,856        6,459     6,459       19,380         --        --           --
     14         19,799        6,264     6,264       19,380         --        --           --
     15         20,789        6,073     6,073       19,380         --        --           --
     16         21,829        5,888     5,888       19,380         --        --           --
     17         22,920        5,707     5,707       19,380         --        --           --
     18         24,066        5,531     5,531       19,380         --        --           --
     19         25,270        5,360     5,360       19,380         --        --           --
     20         26,533        5,193     5,193       19,380         --        --           --
     25         33,864        4,420     4,420       19,380         --        --           --
     35         55,160        3,145     3,145       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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE DIFFERENT
FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE CONTACT AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  56
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 55 MALE \ 55 FEMALE
                          INITIAL FACE AMOUNT: $44,053

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS                CURRENT CHARGES*                     GUARANTEED CHARGES**
             ACCUMULATED    ------------------------------------   ------------------------------------
  END OF        AT 5%                       CASH                                   CASH
  CONTRACT    INTEREST       ACCOUNT      SURRENDER      DEATH      ACCOUNT      SURRENDER      DEATH
   YEAR       PER YEAR        VALUE         VALUE       BENEFIT      VALUE         VALUE       BENEFIT
  -------   -------------   ----------   -----------   ---------   ----------   -----------   ---------
  <S>       <C>             <C>          <C>           <C>         <C>          <C>           <C>
      1         10,500         10,902       9,906         44,053      10,902       9,906         44,053
      2         11,025         11,882      10,894         44,053      11,882      10,894         44,053
      3         11,576         12,946      11,970         44,053      12,946      11,970         44,053
      4         12,155         14,103      13,292         44,053      14,103      13,292         44,053
      5         12,763         15,360      14,568         44,053      15,360      14,568         44,053
      6         13,401         16,726      16,159         44,053      16,726      16,159         44,053
      7         14,071         18,210      17,674         44,053      18,210      17,674         44,053
      8         14,775         19,825      19,526         44,053      19,822      19,523         44,053
      9         15,513         21,585      21,331         44,053      21,574      21,320         44,053
     10         16,289         23,505      23,505         44,053      23,477      23,477         44,053
     11         17,103         25,727      25,727         44,053      25,652      25,652         44,053
     12         17,959         28,162      28,162         44,053      28,031      28,031         44,053
     13         18,856         30,830      30,830         44,053      30,640      30,640         44,053
     14         19,799         33,755      33,755         44,053      33,507      33,507         44,053
     15         20,789         36,960      36,960         44,053      36,667      36,667         44,053
     16         21,829         40,479      40,479         46,551      40,154      40,154         46,177
     17         22,920         44,337      44,337         50,102      43,981      43,981         49,699
     18         24,066         48,565      48,565         53,908      48,175      48,175         53,475
     19         25,270         53,202      53,202         57,991      52,774      52,774         57,524
     20         26,533         58,305      58,305         63,553      57,828      57,828         63,033
     25         33,864         92,176      92,176         97,707      91,132      91,132         96,600
     35         55,160        230,373     230,373        241,893     219,404     219,404        230,374
</TABLE>

 

<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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>
57                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 55 MALE \ 55 FEMALE
                          INITIAL FACE AMOUNT: $44,053

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                  GUARANTEED CHARGES**
             ACCUMULATED    ---------------------------------   ---------------------------------
  END OF        AT 5%                      CASH                                CASH
  CONTRACT    INTEREST       ACCOUNT    SURRENDER     DEATH      ACCOUNT    SURRENDER     DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT      VALUE       VALUE      BENEFIT
  -------   -------------   ---------   ----------   --------   ---------   ----------   --------
  <S>       <C>             <C>         <C>          <C>        <C>         <C>          <C>
      1         10,500        10,314      9,332       44,053      10,314      9,332       44,053
      2         11,025        10,632      9,669       44,053      10,632      9,669       44,053
      3         11,576        10,954     10,012       44,053      10,954     10,012       44,053
      4         12,155        11,279     10,509       44,053      11,279     10,509       44,053
      5         12,763        11,605     10,860       44,053      11,605     10,860       44,053
      6         13,401        11,941     11,422       44,053      11,931     11,412       44,053
      7         14,071        12,288     11,796       44,053      12,255     11,763       44,053
      8         14,775        12,646     12,383       44,053      12,574     12,311       44,053
      9         15,513        13,015     12,782       44,053      12,885     12,652       44,053
     10         16,289        13,396     13,396       44,053      13,182     13,182       44,053
     11         17,103        13,858     13,858       44,053      13,517     13,517       44,053
     12         17,959        14,337     14,337       44,053      13,834     13,834       44,053
     13         18,856        14,834     14,834       44,053      14,127     14,127       44,053
     14         19,799        15,349     15,349       44,053      14,393     14,393       44,053
     15         20,789        15,883     15,883       44,053      14,624     14,624       44,053
     16         21,829        16,436     16,436       44,053      14,809     14,809       44,053
     17         22,920        17,010     17,010       44,053      14,938     14,938       44,053
     18         24,066        17,606     17,606       44,053      14,991     14,991       44,053
     19         25,270        18,223     18,223       44,053      14,949     14,949       44,053
     20         26,533        18,863     18,863       44,053      14,787     14,787       44,053
     25         33,864        22,433     22,433       44,053      11,078     11,078       44,053
     35         55,160        31,836     31,836       44,053          --         --           --
</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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  58
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 55 MALE \ 55 FEMALE
                          INITIAL FACE AMOUNT: $44,053

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS             CURRENT CHARGES*                GUARANTEED CHARGES**
             ACCUMULATED    -------------------------------   -------------------------------
  END OF        AT 5%                    CASH                              CASH
  CONTRACT    INTEREST      ACCOUNT    SURRENDER    DEATH     ACCOUNT    SURRENDER    DEATH
   YEAR       PER YEAR       VALUE       VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  -------   -------------   --------   ---------   --------   --------   ---------   --------
  <S>       <C>             <C>        <C>         <C>        <C>        <C>         <C>
      1         10,500        9,726     8,757       44,053      9,726     8,757       44,053
      2         11,025        9,452     8,512       44,053      9,451     8,512       44,053
      3         11,576        9,177     8,266       44,053      9,177     8,266       44,053
      4         12,155        8,899     8,166       44,053      8,899     8,166       44,053
      5         12,763        8,628     7,920       44,053      8,618     7,910       44,053
      6         13,401        8,365     7,881       44,053      8,331     7,848       44,053
      7         14,071        8,108     7,647       44,053      8,035     7,575       44,053
      8         14,775        7,859     7,619       44,053      7,727     7,489       44,053
      9         15,513        7,616     7,397       44,053      7,403     7,185       44,053
     10         16,289        7,380     7,380       44,053      7,058     7,058       44,053
     11         17,103        7,186     7,186       44,053      6,713     6,713       44,053
     12         17,959        6,996     6,996       44,053      6,334     6,334       44,053
     13         18,856        6,811     6,811       44,053      5,916     5,916       44,053
     14         19,799        6,630     6,630       44,053      5,451     5,451       44,053
     15         20,789        6,453     6,453       44,053      4,932     4,932       44,053
     16         21,829        6,280     6,280       44,053      4,345     4,345       44,053
     17         22,920        6,110     6,110       44,053      3,673     3,673       44,053
     18         24,066        5,945     5,945       44,053      2,896     2,896       44,053
     19         25,270        5,783     5,783       44,053      1,985     1,985       44,053
     20         26,533        5,625     5,625       44,053        910       910       44,053
     25         33,864        4,885     4,885       44,053         --        --           --
     35         55,160        3,633     3,633       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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>
59                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 65 MALE \ 65 FEMALE
                          INITIAL FACE AMOUNT: $27,778

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS                CURRENT CHARGES*                     GUARANTEED CHARGES**
             ACCUMULATED    ------------------------------------   ------------------------------------
  END OF        AT 5%                       CASH                                   CASH
  CONTRACT    INTEREST       ACCOUNT      SURRENDER      DEATH      ACCOUNT      SURRENDER      DEATH
   YEAR       PER YEAR        VALUE         VALUE       BENEFIT      VALUE         VALUE       BENEFIT
  -------   -------------   ----------   -----------   ---------   ----------   -----------   ---------
  <S>       <C>             <C>          <C>           <C>         <C>          <C>           <C>
      1         10,500         10,897       9,902         27,778      10,897       9,902         27,778
      2         11,025         11,862      10,875         27,778      11,862      10,875         27,778
      3         11,576         12,903      11,927         27,778      12,902      11,926         27,778
      4         12,155         14,037      13,227         27,778      14,021      13,211         27,778
      5         12,763         15,274      14,483         27,778      15,229      14,439         27,778
      6         13,401         16,623      16,057         27,778      16,535      15,969         27,778
      7         14,071         18,094      17,558         27,778      17,948      17,413         27,778
      8         14,775         19,698      19,399         27,778      19,482      19,185         27,778
      9         15,513         21,447      21,193         27,778      21,155      20,902         27,778
     10         16,289         23,354      23,354         27,778      22,988      22,988         27,778
     11         17,103         25,561      25,561         27,778      25,115      25,115         27,778
     12         17,959         27,981      27,981         29,940      27,485      27,485         29,409
     13         18,856         30,632      30,632         32,776      30,076      30,076         32,182
     14         19,799         33,537      33,537         35,550      32,914      32,914         34,889
     15         20,789         36,721      36,721         38,925      36,007      36,007         38,168
     16         21,829         40,211      40,211         42,222      39,396      39,396         41,367
     17         22,920         44,035      44,035         46,238      43,088      43,088         45,243
     18         24,066         48,227      48,227         50,639      47,104      47,104         49,460
     19         25,270         52,820      52,820         55,462      51,466      51,466         54,040
     20         26,533         57,887      57,887         60,782      56,231      56,231         59,043
     25         33,864         91,514      91,514         96,090      86,546      86,546         90,874
     35         55,160        228,720     228,720        231,007     203,577     203,577        205,613
</TABLE>

 

<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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  60
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 65 MALE \ 65 FEMALE
                          INITIAL FACE AMOUNT: $27,778

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                  GUARANTEED CHARGES**
             ACCUMULATED    ---------------------------------   ---------------------------------
  END OF        AT 5%                      CASH                                CASH
  CONTRACT    INTEREST       ACCOUNT    SURRENDER     DEATH      ACCOUNT    SURRENDER     DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT      VALUE       VALUE      BENEFIT
  -------   -------------   ---------   ----------   --------   ---------   ----------   --------
  <S>       <C>             <C>         <C>          <C>        <C>         <C>          <C>
      1         10,500        10,309      9,327       27,778      10,309      9,327       27,778
      2         11,025        10,612      9,650       27,778      10,612      9,650       27,778
      3         11,576        10,917      9,976       27,778      10,907      9,967       27,778
      4         12,155        11,232     10,463       27,778      11,191     10,423       27,778
      5         12,763        11,556     10,812       27,778      11,460     10,717       27,778
      6         13,401        11,891     11,372       27,778      11,710     11,193       27,778
      7         14,071        12,236     11,744       27,778      11,935     11,445       27,778
      8         14,775        12,592     12,329       27,778      12,126     11,866       27,778
      9         15,513        12,960     12,727       27,778      12,275     12,045       27,778
     10         16,289        13,339     13,339       27,778      12,370     12,370       27,778
     11         17,103        13,799     13,799       27,778      12,451     12,451       27,778
     12         17,959        14,276     14,276       27,778      12,455     12,455       27,778
     13         18,856        14,770     14,770       27,778      12,368     12,368       27,778
     14         19,799        15,283     15,283       27,778      12,172     12,172       27,778
     15         20,789        15,815     15,815       27,778      11,843     11,843       27,778
     16         21,829        16,366     16,366       27,778      11,347     11,347       27,778
     17         22,920        16,937     16,937       27,778      10,641     10,641       27,778
     18         24,066        17,530     17,530       27,778       9,661      9,661       27,778
     19         25,270        18,144     18,144       27,778       8,326      8,326       27,778
     20         26,533        18,781     18,781       27,778       6,527      6,527       27,778
     25         33,864        22,335     22,335       27,778          --         --           --
     35         55,160        31,696     31,696       32,014          --         --           --
</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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>
61                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 65 MALE \ 65 FEMALE
                          INITIAL FACE AMOUNT: $27,778

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS             CURRENT CHARGES*                GUARANTEED CHARGES**
             ACCUMULATED    -------------------------------   -------------------------------
  END OF        AT 5%                    CASH                              CASH
  CONTRACT    INTEREST      ACCOUNT    SURRENDER    DEATH     ACCOUNT    SURRENDER    DEATH
   YEAR       PER YEAR       VALUE       VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  -------   -------------   --------   ---------   --------   --------   ---------   --------
  <S>       <C>             <C>        <C>         <C>        <C>        <C>         <C>
      1         10,500        9,721     8,752       27,778      9,721     8,752       27,778
      2         11,025        9,432     8,493       27,778      9,432     8,493       27,778
      3         11,576        9,147     8,236       27,778      9,129     8,220       27,778
      4         12,155        8,869     8,136       27,778      8,809     8,077       27,778
      5         12,763        8,599     7,891       27,778      8,466     7,760       27,778
      6         13,401        8,336     7,852       27,778      8,095     7,614       27,778
      7         14,071        8,080     7,619       27,778      7,687     7,230       27,778
      8         14,775        7,831     7,592       27,778      7,232     6,996       27,778
      9         15,513        7,589     7,370       27,778      6,716     6,499       27,778
     10         16,289        7,354     7,354       27,778      6,122     6,122       27,778
     11         17,103        7,161     7,161       27,778      5,457     5,457       27,778
     12         17,959        6,972     6,972       27,778      4,673     4,673       27,778
     13         18,856        6,787     6,787       27,778      3,747     3,747       27,778
     14         19,799        6,606     6,606       27,778      2,652     2,652       27,778
     15         20,789        6,430     6,430       27,778      1,349     1,349       27,778
     16         21,829        6,257     6,257       27,778         --        --           --
     17         22,920        6,088     6,088       27,778         --        --           --
     18         24,066        5,923     5,923       27,778         --        --           --
     19         25,270        5,762     5,762       27,778         --        --           --
     20         26,533        5,604     5,604       27,778         --        --           --
     25         33,864        4,866     4,866       27,778         --        --           --
     35         55,160        3,619     3,619       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 CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>
 
- --------------------------------------------------------------------------------
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To ITT Hartford Life and Annuity Insurance Company Putnam Capital
Manager Trust Separate Account Five and to the Owners of Units of
Interest therein:
 
We have audited the accompanying statement of assets and liabilities of ITT
Hartford Life and Annuity Insurance Company Putnam Capital Manager Trust
Separate Account Five (the Account) as of December 31, 1997, and the related
statement of operations for the year then ended and statements of changes in net
assets for the each of the two years in the period ended December 31, 1997.
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 ITT Hartford Life and Annuity
Insurance Company Putnam Capital Manager Trust 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 ended December
31, 1997, in conformity with generally accepted accounting principles.
 
                                         ARTHUR ANDERSEN LLP
 
Hartford, Connecticut
February 16, 1998
<PAGE>
 
- --------------------------------------------------------------------------------
 
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                              ASIA
                             PACIFIC     DIVERSIFIED     GLOBAL ASSET
                           GROWTH FUND   INCOME FUND    ALLOCATION FUND
                           SUB-ACCOUNT   SUB-ACCOUNT      SUB-ACCOUNT
                           -----------   -----------   -----------------
<S>                        <C>           <C>           <C>
ASSETS
Investments:
  Putnam VT Asia Pacific
   Growth Fund
    Shares         39,192
    Cost         $409,610
    Market Value.........  $  360,568        --             --
  Putnam VT Diversified
   Income Fund
    Shares        220,923
    Cost       $2,412,930
    Market Value.........      --        $2,498,643         --
  Putnam VT Global Asset
   Allocation Fund
    Shares        167,002
    Cost       $2,779,091
    Market Value.........      --            --           $3,132,958
  Putnam VT Global Growth
   Fund
    Shares        348,458
    Cost       $5,697,759
    Market Value.........      --            --             --
  Putnam VT Growth and
   Income Fund
    Shares        865,166
    Cost      $20,237,142
    Market Value.........      --            --             --
  Putnam VT High Yield
   Fund
    Shares        247,281
    Cost       $3,105,496
    Market Value.........      --            --             --
  Putnam VT International
   Growth Fund
    Shares         26,962
    Cost         $294,404
    Market Value.........      --            --             --
  Putnam VT International
   Growth and Income Fund
    Shares         31,389
    Cost         $348,543
    Market Value.........      --            --             --
  Due From ITT Hartford
   Life & Annuity
   Insurance Company.....      --            --                   31
  Receivable from fund
   shares sold...........      --                64         --
                           -----------   -----------   -----------------
  Total Assets...........     360,568     2,498,707        3,132,989
                           -----------   -----------   -----------------
LIABILITIES
  Due to ITT Hartford
   Life & Annuity
   Insurance Company.....           2        --             --
  Payable for fund shares
   purchased.............      --            --             --
                           -----------   -----------   -----------------
  Total Liabilities......           2        --             --
                           -----------   -----------   -----------------
  Net Assets (variable
   life contract
   liabilities)..........  $  360,566    $2,498,707       $3,132,989
                           -----------   -----------   -----------------
                           -----------   -----------   -----------------
Deferred life contracts
  in the accumulation
  period:
Individual Sub-Accounts:
  Units Owned by
   Participants..........      37,853       178,602          181,430
  Unit Price.............  $ 9.525374    $13.990371       $17.268298
  Contract Liability.....  $  360,566    $2,498,707       $3,132,989
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                      INTERNATIONAL
                             GLOBAL       GROWTH AND       HIGH       INTERNATIONAL     GROWTH AND
                           GROWTH FUND   INCOME FUND    YIELD FUND     GROWTH FUND     INCOME FUND
                           SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
                           -----------   ------------   -----------   -------------   --------------
<S>                        <C>           <C>            <C>           <C>             <C>
ASSETS
Investments:
  Putnam VT Asia Pacific
   Growth Fund
    Shares         39,192
    Cost         $409,610
    Market Value.........      --            --             --            --               --
  Putnam VT Diversified
   Income Fund
    Shares        220,923
    Cost       $2,412,930
    Market Value.........      --            --             --            --               --
  Putnam VT Global Asset
   Allocation Fund
    Shares        167,002
    Cost       $2,779,091
    Market Value.........      --            --             --            --               --
  Putnam VT Global Growth
   Fund
    Shares        348,458
    Cost       $5,697,759
    Market Value.........  $6,390,726        --             --            --               --
  Putnam VT Growth and
   Income Fund
    Shares        865,166
    Cost      $20,237,142
    Market Value.........      --        $24,501,515        --            --               --
  Putnam VT High Yield
   Fund
    Shares        247,281
    Cost       $3,105,496
    Market Value.........      --            --         $3,367,965        --               --
  Putnam VT International
   Growth Fund
    Shares         26,962
    Cost         $294,404
    Market Value.........      --            --             --         $  308,179          --
  Putnam VT International
   Growth and Income Fund
    Shares         31,389
    Cost         $348,543
    Market Value.........      --            --             --            --           $   361,910
  Due From ITT Hartford
   Life & Annuity
   Insurance Company.....         213        --                 47        --               --
  Receivable from fund
   shares sold...........      --            --             --                 23          --
                           -----------   ------------   -----------   -------------   --------------
  Total Assets...........   6,390,939     24,501,515     3,368,012        308,202          361,910
                           -----------   ------------   -----------   -------------   --------------
LIABILITIES
  Due to ITT Hartford
   Life & Annuity
   Insurance Company.....      --                 86        --            --                    37
  Payable for fund shares
   purchased.............         209        --                 28        --               --
                           -----------   ------------   -----------   -------------   --------------
  Total Liabilities......         209             86            28        --                    37
                           -----------   ------------   -----------   -------------   --------------
  Net Assets (variable
   life contract
   liabilities)..........  $6,390,730    $24,501,429    $3,367,984     $  308,202      $   361,873
                           -----------   ------------   -----------   -------------   --------------
                           -----------   ------------   -----------   -------------   --------------
Deferred life contracts
  in the accumulation
  period:
Individual Sub-Accounts:
  Units Owned by
   Participants..........     408,646      1,192,000       220,685         26,538           30,304
  Unit Price.............  $15.638791    $ 20.554886    $15.261496     $11.613622      $ 11.941331
  Contract Liability.....  $6,390,730    $24,501,429    $3,367,984     $  308,202      $   361,873
</TABLE>
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                            INTERNATIONAL NEW       MONEY             NEW
                           OPPORTUNITIES FUND    MARKET FUND   OPPORTUNITIES FUND
                               SUB-ACCOUNT       SUB-ACCOUNT      SUB-ACCOUNT
                           -------------------   -----------   ------------------
<S>                        <C>                   <C>           <C>
ASSETS
Investments:
  Putnam VT International
   New Opportunities Fund
    Shares         55,483
    Cost         $583,820
    Market Value:........       $ 552,610            --              --
  Putnam VT Money Market
   Fund
    Shares      4,369,477
    Cost       $4,369,477
    Market Value:........        --              $4,369,477          --
  Putnam VT New
   Opportunities Fund
    Shares        590,759
    Cost      $10,187,467
    Market Value:........        --                  --           $12,541,819
  Putnam VT New Value
   Fund
    Shares         74,976
    Cost         $798,149
    Market Value:........        --                  --              --
  Putnam VT U.S.
   Government and High
   Quality Fund
    Shares         71,748
    Cost         $934,277
    Market Value:........        --                  --              --
  Putnam VT Utilities
   Growth & Income Fund
    Shares        134,120
    Cost       $1,836,083
    Market Value:........        --                  --              --
  Putnam VT Vista Fund
    Shares         36,520
    Cost         $407,685
    Market Value:........        --                  --              --
  Putnam VT Voyager Fund
    Shares        347,145
    Cost      $11,091,194
    Market Value:........        --                  --              --
  Due From ITT Hartford
   Life & Annuity
   Insurance Company.....        --                      88               828
  Receivable from fund
   shares sold...........        --                  --              --
                               ----------        -----------   ------------------
  Total Assets...........         552,610         4,369,565        12,542,647
                               ----------        -----------   ------------------
LIABILITIES
  Due to ITT Hartford
   Life & Annuity
   Insurance Company.....        --                  --              --
  Payable for fund shares
   purchased.............        --                      58          --
                               ----------        -----------   ------------------
  Total Liabilities......        --                      58          --
                               ----------        -----------   ------------------
  Net Assets (variable
   annuity contract
   liabilities)..........       $ 552,610        $4,369,507       $12,542,647
                               ----------        -----------   ------------------
                               ----------        -----------   ------------------
Deferred life contracts
  in the accumulation
  period:
Individual Sub-Accounts:
  Units Owned by
   Participants..........          55,319         3,749,175           634,437
  Unit Price.............       $9.989509        $ 1.165458       $ 19.769721
  Contract Liability.....       $ 552,610        $4,369,507       $12,542,647
GRAND TOTAL CONTRACT
  LIABILITY (ALL
  SUB-ACCOUNTS)..........
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                         U.S. GOVERNMENT
                                               AND          UTILITIES
                               NEW        HIGH QUALITY     GROWTH AND
                           VALUE FUND       BOND FUND      INCOME FUND   VISTA FUND    VOYAGER FUND
                           SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                           -----------   ---------------   -----------   -----------   ------------
<S>                        <C>           <C>               <C>           <C>           <C>
ASSETS
Investments:
  Putnam VT International
   New Opportunities Fund
    Shares         55,483
    Cost         $583,820
    Market Value:........      --             --               --            --            --
  Putnam VT Money Market
   Fund
    Shares      4,369,477
    Cost       $4,369,477
    Market Value:........      --             --               --            --            --
  Putnam VT New
   Opportunities Fund
    Shares        590,759
    Cost      $10,187,467
    Market Value:........      --             --               --            --            --
  Putnam VT New Value
   Fund
    Shares         74,976
    Cost         $798,149
    Market Value:........  $  881,713         --               --            --            --
  Putnam VT U.S.
   Government and High
   Quality Fund
    Shares         71,748
    Cost         $934,277
    Market Value:........      --          $  962,859          --            --            --
  Putnam VT Utilities
   Growth & Income Fund
    Shares        134,120
    Cost       $1,836,083
    Market Value:........      --             --           $2,298,810        --            --
  Putnam VT Vista Fund
    Shares         36,520
    Cost         $407,685
    Market Value:........      --             --               --        $  449,928        --
  Putnam VT Voyager Fund
    Shares        347,145
    Cost      $11,091,194
    Market Value:........      --             --               --            --        $13,566,417
  Due From ITT Hartford
   Life & Annuity
   Insurance Company.....      --             --                  506        --                461
  Receivable from fund
   shares sold...........           1             121          --            --            --
                           -----------   ---------------   -----------   -----------   ------------
  Total Assets...........     881,714         962,980       2,299,316       449,928     13,566,878
                           -----------   ---------------   -----------   -----------   ------------
LIABILITIES
  Due to ITT Hartford
   Life & Annuity
   Insurance Company.....      --                 122          --                 2        --
  Payable for fund shares
   purchased.............      --             --                  389        --            --
                           -----------   ---------------   -----------   -----------   ------------
  Total Liabilities......      --                 122             389             2        --
                           -----------   ---------------   -----------   -----------   ------------
  Net Assets (variable
   annuity contract
   liabilities)..........  $  881,714      $  962,858      $2,298,927    $  449,926    $13,566,878
                           -----------   ---------------   -----------   -----------   ------------
                           -----------   ---------------   -----------   -----------   ------------
Deferred life contracts
  in the accumulation
  period:
Individual Sub-Accounts:
  Units Owned by
   Participants..........      74,976          71,791         119,168        36,516        670,510
  Unit Price.............  $11.759921      $13.411936      $19.291514    $12.321288    $ 20.233655
  Contract Liability.....  $  881,714      $  962,858      $2,298,927    $  449,926    $13,566,878
GRAND TOTAL CONTRACT
  LIABILITY (ALL
  SUB-ACCOUNTS)..........                                                              $76,547,547
</TABLE>
<PAGE>
 
- --------------------------------------------------------------------------------
 
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                              ASIA
                             PACIFIC     DIVERSIFIED    GLOBAL ASSET
                           GROWTH FUND   INCOME FUND   ALLOCATION FUND
                           SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT
                           -----------   -----------   ---------------
<S>                        <C>           <C>           <C>
INVESTMENT INCOME:
  Dividends..............    $  6,828    $  132,930       $ 69,277
                           -----------   -----------   ---------------
CAPITAL GAINS INCOME.....      --            20,956        118,411
                           -----------   -----------   ---------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........         132        11,405          1,345
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     (65,164)       14,728        222,497
                           -----------   -----------   ---------------
    Net gain (loss) on
     investments.........     (65,032)       26,133        223,842
                           -----------   -----------   ---------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....    $(58,204)   $  180,019       $411,530
                           -----------   -----------   ---------------
                           -----------   -----------   ---------------
</TABLE>
 
* From inception, January 2, 1997 to December 31, 1997.
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                     INTERNATIONAL
                             GLOBAL      GROWTH AND       HIGH       INTERNATIONAL    GROWTH AND
                           GROWTH FUND   INCOME FUND   YIELD FUND     GROWTH FUND     INCOME FUND
                           SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT*    SUB-ACCOUNT*
                           -----------   -----------   -----------   -------------   -------------
<S>                        <C>           <C>           <C>           <C>             <C>
INVESTMENT INCOME:
  Dividends..............   $104,380     $   24,482     $165,816        $ 4,598         $10,865
                           -----------   -----------   -----------   -------------   -------------
CAPITAL GAINS INCOME.....    112,272        789,799       19,228         --              --
                           -----------   -----------   -----------   -------------   -------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........       (747)        (3,845)       1,555             (3)            145
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    425,520      2,878,520      177,334         13,775          13,367
                           -----------   -----------   -----------   -------------   -------------
    Net gain (loss) on
     investments.........    424,773      2,874,675      178,889         13,772          13,512
                           -----------   -----------   -----------   -------------   -------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....   $641,425     $3,988,956     $363,933        $18,370         $24,377
                           -----------   -----------   -----------   -------------   -------------
                           -----------   -----------   -----------   -------------   -------------
</TABLE>
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                           INTERNATIONAL NEW       MONEY             NEW
                           OPPORTUNITIES FUND   MARKET FUND   OPPORTUNITIES FUND
                              SUB-ACCOUNT*      SUB-ACCOUNT      SUB-ACCOUNT
                           ------------------   -----------   ------------------
<S>                        <C>                  <C>           <C>
INVESTMENT INCOME:
  Dividends..............       $  1,554         $263,015        $  --
                                --------        -----------   ------------------
CAPITAL GAINS INCOME.....       --                 --               --
                                --------        -----------   ------------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........           (129)          --                 24,784
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................        (31,210)          --              2,122,853
                                --------        -----------   ------------------
    Net gain (loss) on
     investments.........        (31,339)          --              2,147,637
                                --------        -----------   ------------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....       $(29,785)        $263,015        $ 2,147,637
                                --------        -----------   ------------------
                                --------        -----------   ------------------
</TABLE>
 
* From inception, January 2, 1997 to December 31, 1997.
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                          U.S. GOVERNMENT AND    UTILITIES
                               NEW           HIGH QUALITY       GROWTH AND
                            VALUE FUND         BOND FUND        INCOME FUND   VISTA FUND    VOYAGER FUND
                           SUB-ACCOUNT*       SUB-ACCOUNT       SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT*
                           ------------   -------------------   -----------   -----------   ------------
<S>                        <C>            <C>                   <C>           <C>           <C>
INVESTMENT INCOME:
  Dividends..............    $--                $41,593          $ 50,859       $    33      $   18,916
                           ------------         -------         -----------   -----------   ------------
CAPITAL GAINS INCOME.....     --               --                  69,354        --             407,658
                           ------------         -------         -----------   -----------   ------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........     (7,183)             1,535             2,809        (8,009)          4,822
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     83,564             23,755           341,948        42,243       2,153,271
                           ------------         -------         -----------   -----------   ------------
    Net gain (loss) on
     investments.........     76,381             25,290           344,757        34,234       2,158,093
                           ------------         -------         -----------   -----------   ------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....    $76,381            $66,883          $464,970       $34,267      $2,584,667
                           ------------         -------         -----------   -----------   ------------
                           ------------         -------         -----------   -----------   ------------
</TABLE>
<PAGE>
 
- --------------------------------------------------------------------------------
 
PUTNAM CAPITAL MANAGER TRUST 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>
                              ASIA
                             PACIFIC     DIVERSIFIED    GLOBAL ASSET
                           GROWTH FUND   INCOME FUND   ALLOCATION FUND
                           SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT
                           -----------   -----------   ---------------
<S>                        <C>           <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................    $  6,828    $  132,930      $   69,277
  Capital gains income...      --            20,956         118,411
  Net realized gain
   (loss) on security
   transactions..........         132        11,405           1,345
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     (65,164)       14,728         222,497
                           -----------   -----------   ---------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     (58,204)      180,019         411,530
                           -----------   -----------   ---------------
UNIT TRANSACTIONS:
  Purchases..............      --            --             --
  Net transfers..........      79,345       672,116       1,228,080
  Surrenders.............      (6,561)      (19,125)        (73,245)
  Net loan activity......          10            13          (8,703)
  Cost of insurance......      (2,368)      (18,488)        (16,817)
                           -----------   -----------   ---------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........      70,426       634,516       1,129,315
                           -----------   -----------   ---------------
  Total increase
   (decrease) in net
   assets................      12,222       814,535       1,540,845
NET ASSETS:
  Beginning of period....     348,344     1,684,172       1,592,144
                           -----------   -----------   ---------------
  End of period..........    $360,566    $2,498,707      $3,132,989
                           -----------   -----------   ---------------
                           -----------   -----------   ---------------
</TABLE>
 
* From inception, January 2, 1997, to December 31, 1997.
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                      INTERNATIONAL
                             GLOBAL       GROWTH AND       HIGH       INTERNATIONAL    GROWTH AND
                           GROWTH FUND   INCOME FUND    YIELD FUND     GROWTH FUND     INCOME FUND
                           SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT*    SUB-ACCOUNT*
                           -----------   ------------   -----------   -------------   -------------
<S>                        <C>           <C>            <C>           <C>             <C>
OPERATIONS:
  Net investment income
   (loss)................  $  104,380    $   324,482    $  165,816      $  4,598        $ 10,865
  Capital gains income...     112,272        789,799        19,228        --              --
  Net realized gain
   (loss) on security
   transactions..........        (747)        (3,845)        1,555            (3)            145
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     425,520      2,878,520       177,334        13,775          13,367
                           -----------   ------------   -----------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     641,425      3,988,956       363,933        18,370          24,377
                           -----------   ------------   -----------   -------------   -------------
UNIT TRANSACTIONS:
  Purchases..............      --            --             --             1,000           1,000
  Net transfers..........   2,514,584      8,374,826     1,399,456       298,426         346,481
  Surrenders.............    (102,670)      (532,447)      (72,741)       (2,846)         (3,498)
  Net loan activity......     (72,872)      (152,771)        3,935        (5,512)         (5,432)
  Cost of insurance......     (37,044)      (129,399)      (18,397)       (1,236)         (1,055)
                           -----------   ------------   -----------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........   2,301,998      7,560,209     1,312,253       289,832         337,496
                           -----------   ------------   -----------   -------------   -------------
  Total increase
   (decrease) in net
   assets................   2,943,423     11,549,165     1,676,186       308,202         361,873
NET ASSETS:
  Beginning of period....   3,447,307     12,952,264     1,691,798        --              --
                           -----------   ------------   -----------   -------------   -------------
  End of period..........  $6,390,730    $24,501,429    $3,367,984      $308,202        $361,873
                           -----------   ------------   -----------   -------------   -------------
                           -----------   ------------   -----------   -------------   -------------
</TABLE>
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                           INTERNATIONAL NEW        MONEY              NEW
                           OPPORTUNITIES FUND    MARKET FUND    OPPORTUNITIES FUND
                              SUB-ACCOUNT*       SUB-ACCOUNT       SUB-ACCOUNT
                           ------------------   -------------   ------------------
<S>                        <C>                  <C>             <C>
OPERATIONS:
  Net investment income
   (loss)................       $  1,554        $     263,015      $  --
  Capital gains income...       --                   --               --
  Net realized gain
   (loss) on security
   transactions..........           (129)            --                 24,784
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................        (31,210)            --              2,122,853
                                --------        -------------   ------------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............        (29,785)             263,015        2,147,637
                                --------        -------------   ------------------
UNIT TRANSACTIONS:
  Purchases..............          1,000           24,471,594         --
  Net transfers..........        594,284          (25,898,707)       3,948,752
  Surrenders.............         (6,019)            (138,936)        (264,042)
  Net loan activity......         (4,621)          (1,205,487)         (71,438)
  Cost of insurance......         (2,249)             (47,389)         (64,510)
                                --------        -------------   ------------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........        582,395           (2,818,925)       3,548,762
                                --------        -------------   ------------------
  Total increase
   (decrease) in net
   assets................        552,610           (2,555,910)       5,696,399
NET ASSETS:
  Beginning of period....       --                  6,925,417        6,846,248
                                --------        -------------   ------------------
  End of period..........       $552,610        $   4,369,507      $12,542,647
                                --------        -------------   ------------------
                                --------        -------------   ------------------
</TABLE>
 
* From inception, January 2, 1997, to December 31, 1997.
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                          U.S. GOVERNMENT AND    UTILITIES
                               NEW           HIGH QUALITY       GROWTH AND    VISTA FUND
                            VALUE FUND         BOND FUND        INCOME FUND      SUB-       VOYAGER FUND
                           SUB-ACCOUNT*       SUB-ACCOUNT       SUB-ACCOUNT    ACCOUNT*     SUB-ACCOUNT
                           ------------   -------------------   -----------   -----------   ------------
<S>                        <C>            <C>                   <C>           <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................    $ --              $ 41,593         $   50,859     $     33     $    18,916
  Capital gains income...      --              --                   69,354       --             407,658
  Net realized gain
   (loss) on security
   transactions..........      (7,183)            1,535              2,809       (8,009)          4,822
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      83,564            23,755            341,948       42,243       2,153,271
                           ------------        --------         -----------   -----------   ------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............      76,381            66,883            464,970       34,267       2,584,667
                           ------------        --------         -----------   -----------   ------------
UNIT TRANSACTIONS:
  Purchases..............       1,000          --                   --            1,000         --
  Net transfers..........     822,347           290,877            842,138      425,017       4,061,985
  Surrenders.............      (9,033)          (30,658)           (45,296)      (3,307)       (284,657)
  Net loan activity......      (5,472)           43,121            (11,744)      (5,648)        (36,310)
  Cost of insurance......      (3,509)           (5,318)           (12,723)      (1,403)        (71,377)
                           ------------        --------         -----------   -----------   ------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     805,333           298,022            772,375      415,659       3,669,641
                           ------------        --------         -----------   -----------   ------------
  Total increase
   (decrease) in net
   assets................     881,714           364,905          1,237,345      449,926       6,254,308
NET ASSETS:
  Beginning of period....      --               597,953          1,061,582       --           7,312,570
                           ------------        --------         -----------   -----------   ------------
  End of period..........    $881,714          $962,858         $2,298,927     $449,926     $13,566,878
                           ------------        --------         -----------   -----------   ------------
                           ------------        --------         -----------   -----------   ------------
</TABLE>
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                              ASIA
                             PACIFIC     DIVERSIFIED    GLOBAL ASSET
                           GROWTH FUND   INCOME FUND   ALLOCATION FUND
                           SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT
                           -----------   -----------   ---------------
<S>                        <C>           <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................    $  2,103    $   21,970      $   16,598
  Capital gains income...      --            --              10,892
  Net realized gain
   (loss) on security
   transactions..........         139        11,050             (60)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      15,115        65,917         117,195
                           -----------   -----------   ---------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............      17,357        98,937         144,625
                           -----------   -----------   ---------------
UNIT TRANSACTIONS:
  Purchases..............      --            --             --
  Net transfers..........     292,487     1,527,357       1,263,299
  Surrenders.............      (3,336)      (42,573)        (25,561)
  Net loan activity......         (19)          (30)             (1)
  Cost of insurance......      (1,348)       (5,600)         (5,712)
                           -----------   -----------   ---------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     287,784     1,479,154       1,232,025
                           -----------   -----------   ---------------
  Total increase
   (decrease) in net
   assets................     305,141     1,578,091       1,376,650
NET ASSETS:
  Beginning of period....      43,203       106,081         215,494
                           -----------   -----------   ---------------
  End of period..........    $348,344    $1,684,172      $1,592,144
                           -----------   -----------   ---------------
                           -----------   -----------   ---------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                             GLOBAL       GROWTH AND       HIGH          MONEY              NEW
                           GROWTH FUND   INCOME FUND    YIELD FUND    MARKET FUND    OPPORTUNITIES FUND
                           SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT       SUB-ACCOUNT
                           -----------   ------------   -----------   ------------   ------------------
<S>                        <C>           <C>            <C>           <C>            <C>
OPERATIONS:
  Net investment income
   (loss)................  $   23,213    $   190,521    $   58,411    $    208,905       $ --
  Capital gains income...      33,815         86,385        --             --              --
  Net realized gain
   (loss) on security
   transactions..........         515           (249)       12,566         --                (8,438)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     242,512      1,193,437        76,806         --                80,783
                           -----------   ------------   -----------   ------------   ------------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     300,055      1,470,094       147,783         208,905           72,345
                           -----------   ------------   -----------   ------------   ------------------
UNIT TRANSACTIONS:
  Purchases..............      --              7,606        --          33,859,102            7,159
  Net transfers..........   2,718,060      9,205,818     1,302,945     (28,335,131)       5,351,891
  Surrenders.............     (92,232)      (177,135)      (15,962)        (82,757)        (120,649)
  Net loan activity......      (4,157)       (14,121)         (382)     (1,520,254)          (1,410)
  Cost of insurance......     (12,445)       (46,206)       (7,414)        (45,730)         (26,304)
                           -----------   ------------   -----------   ------------   ------------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........   2,609,226      8,975,962     1,279,187       3,875,230        5,210,687
                           -----------   ------------   -----------   ------------   ------------------
  Total increase
   (decrease) in net
   assets................   2,909,281     10,446,056     1,426,970       4,084,135        5,283,032
NET ASSETS:
  Beginning of period....     538,026      2,506,208       264,828       2,841,282        1,563,216
                           -----------   ------------   -----------   ------------   ------------------
  End of period..........  $3,447,307    $12,952,264    $1,691,798    $  6,925,417       $6,846,248
                           -----------   ------------   -----------   ------------   ------------------
                           -----------   ------------   -----------   ------------   ------------------
</TABLE>
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                           U.S. GOVERNMENT AND    UTILITIES
                              HIGH QUALITY       GROWTH AND
                                BOND FUND        INCOME FUND   VOYAGER FUND
                               SUB-ACCOUNT       SUB-ACCOUNT   SUB-ACCOUNT
                           -------------------   -----------   ------------
<S>                        <C>                   <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................       $ 23,073         $   20,790     $   48,841
  Capital gains income...       --                   --             94,981
  Net realized gain
   (loss) on security
   transactions..........             (7)             2,502         (1,003)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         (6,719)            95,368        192,061
                                --------         -----------   ------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............         16,347            118,660        334,880
                                --------         -----------   ------------
UNIT TRANSACTIONS:
  Purchases..............       --                   --              7,606
  Net transfers..........        381,013            662,417      5,629,844
  Surrenders.............         (8,236)           (10,864)      (104,445)
  Net loan activity......        (25,381)            (1,571)          (209)
  Cost of insurance......         (3,228)            (5,397)       (27,501)
                                --------         -----------   ------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........        344,168            644,585      5,505,295
                                --------         -----------   ------------
  Total increase
   (decrease) in net
   assets................        360,515            763,245      5,840,175
NET ASSETS:
  Beginning of period....        237,438            298,337      1,472,395
                                --------         -----------   ------------
  End of period..........       $597,953         $1,061,582     $7,312,570
                                --------         -----------   ------------
                                --------         -----------   ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
 
               PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1997
 
 1. ORGANIZATION:
 
    Putnam Capital Manager Trust Separate Account Five (the Account) is a
separate investment account within ITT Hartford Life & Annuity Insurance Company
(the Company) and is registered with the Securities and Exchange Commission
(SEC) as a unit investment trust under the Investment Company Act of 1940, as
amended. Both the Company and the Account are subject to supervision and
regulation by the Department of Insurance of the State of Connecticut and the
SEC. The Account invests deposits by variable life contractholders of the
Company in the various mutual funds (the Funds) as directed by the
contractholders.
 
 2. SIGNIFICANT ACCOUNTING POLICIES:
 
    The following is a summary of significant accounting policies of the
Account, which are in accordance with generally accepted accounting principles
in the investment company industry:
 
    A) SECURITY TRANSACTIONS--Security transactions are recorded on the trade
date (date the order to buy or sell is executed). Cost of investments sold is
determined on the basis of identified cost. Dividend and capital gains income
are accrued as of the ex-dividend date. Capital gains income represents
dividends from the Funds which are characterized as capital gains under tax
regulations.
 
    B) SECURITY VALUATION--The investment in shares of the Funds 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>
- --------------------------------------------------------------------------------
 
                    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>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                         STATUTORY STATEMENTS OF INCOME
 
<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>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                            STATUTORY BALANCE SHEETS
 
<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>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
             STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
 
<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>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                       STATUTORY STATEMENTS OF CASH FLOWS
 
<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>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                    NOTES TO STATUTORY FINANCIAL STATEMENTS
                               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>
- --------------------------------------------------------------------------------
 
(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>
- --------------------------------------------------------------------------------
 
("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>
- --------------------------------------------------------------------------------
 
(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>
- --------------------------------------------------------------------------------
 
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>
- --------------------------------------------------------------------------------
 
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


<PAGE>

                      CONTENTS OF REGISTRATION STATEMENT


This Registration Statement comprises the following papers and documents:

      The facing sheet.

   
      The prospectus consisting of 87 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 ITT 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)

      (A4)  Not Applicable.

      (A5)  Form of Modified Single Premium Variable Life Insurance Policy. (1)

      (A6a) Certificate of Incorporation of Hartford.

      (A6b) Bylaws of Hartford. (2)

      (A7)  Not Applicable.

      (A8)  Not Applicable.

- --------

    (1) Incorporated by reference to Post Effective Amendment No. 2, to the
        Registration Statement File No. 33-83652 dated May 1, 1995.
   
    (2) Incorporated by reference to Post Effective Amendment No. 3, to the
        Registration Statement File No. 33-83652, dated May 1, 1996.


<PAGE>


      (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 Accountant.

(7)   Power of Attorney.

(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.


<PAGE>

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

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


                       By:  /s/ Gregory A. Boyko
                            ---------------------------------------------
                           Gregory A. Boyko, Senior Vice President, Chief
                           Financial Officer and Treasurer, Director

                       HARTFORD LIFE AND ANNUITY INSURANCE
                            COMPANY (Depositor)


                       By:   /s/ Gregory A. Boyko
                             --------------------------------------------
                             Gregory A. Boyko, Senior Vice President, Chief
                             Financial Officer and Treasurer, Director

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, Chief Financial Officer and
    Treasurer, 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:   April 13, 1998
David M. Znamierowski, Senior                    -------------------------------
    Vice President, Director*

<PAGE>

                                  EXHIBIT INDEX

(1) (A6a)   Charter of Hartford.

(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.

(7)         Copy of Power of Attorney.


<PAGE>

                                                               EXHIBIT 6(a)


                                FILING #0001734855 PG 03 OF OS VOL B-00133
                                 FILED 07/11/1997 11:32 AM      PAGE 03683
                                                    SECRETARY OF THE STATE
                                        CONNECTICUT SECRETARY OF THE STATE
 

                    FIRST AMENDMENT TO AMENDED AND RESTATED
                 CERTIFICATE OF INCORPORATION BY ACTIONS OF THE
                  BOARD OF DIRECTORS AND THE SOLE SHAREHOLDER


1.  The name of the Corporation is ITT Hartford Life and Annuity Insurance 
    Company (the "Company").

2.  The Amended and Restated Certificate of Incorporation of the Company (the
    "Certificate of Incorporation") is further amended by the following 
    resolution:

        RESOLVED, that the Certificate of Incorporation be further amended
        by deleting Section 1 in its entirety and replacing it with the 
        following, such amendment to become effective at January 1, 1998.
        All other sections of the Certificate of Incorporation shall remain
        unchanged and continue in full force and effect:

        Section 1.    Effective January 1, 1998, the name of the Company
                      is HARTFORD LIFE AND ANNUITY INSURANCE COMPANY.

3.  The above resolution was adopted by each of the Company's Board of 
    Directors and its sole shareholder. The number of shares of the Company's
    common capital stock entitled to vote thereon was 3,000 and the vote 
    required for adoption was 2,000 shares. The vote favoring adoption was
    3,000 shares, which was the greatest vote required to pass the resolution.

Dated at Simsbury, Connecticut this 30 day of June, 1997.

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


                                    HARTFORD LIFE AND ANNUITY
                                    INSURANCE COMPANY

                                    /s/ Thomas M. Marra
                                    -----------------------------------------
                                    Thomas M. Marra, Executive Vice President


                                    /s/ Lynda Godkin
                                    -----------------------------------------
                                    Lynda Godkin, Senior Vice President,
                                    General Counsel and Corporate Secretary

<PAGE>


FILING #0001681641 PG 04 OF 05 VOL B-00105
FILED 12/31/1996 10:00 AM PAGE 00897
SECRETARY OF STATE
CONNECTICUT SECRETARY OF THE STATE


                               CERTIFICATE AMENDING 
              AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 
        BY ACTIONS OF THE BOARD OF DIRECTORS AND THE SOLE SHAREHOLDER
                                           

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

2.  The Amended and Restated Certificate of Incorporation is amended by the
    following resolution of each of the Board of Directors and the Sole
    Shareholder:

         RESOLVED, that the Amended and Restated Certificate of
         Incorporation of the Company, as supplemented and amended to
         date, is hereby amended by striking out Section 9 in its entirety
         and adding the following Sections 9 and 10.  All other sections
         of the Amended and Restated Certificate of Incorporation shall
         remain unchanged and continue in full force and effect.

         "Section 9.    The Board of Directors may, at any time, appoint
                        from among its own members such committees as it
                        may deem necessary for the proper conduct of the
                        business of the Company.  The Board of Directors
                        shall be unrestricted as to the powers it may
                        confer upon such committees." 

         "Section 10.   So much of the charter of said corporation, as
                        amended, as is inconsistent herewith is repealed,
                        provided that such repeal shall not invalidate or
                        otherwise affect any action taken pursuant to the
                        charter of the corporation, in accordance with its
                        terms, prior to the effective date of such
                        repeal."

3.  The above resolutions were passed by the Board of Directors and the Sole
    Shareholder of the Corporation. The number of shares of the Corporation's
    common capital stock entitled to vote thereon was 3,000 and the vote
    required for adoption was 2,000 shares.  The vote favoring adoption was
    3,000 shares, which was the greatest vote required to pass the resolution.

<PAGE>

                                          2


Dated at Simsbury, Connecticut this 30th day of December, 1996.

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


                                       ITT HARTFORD LIFE AND ANNUITY 
                                       INSURANCE COMPANY


                                       /s/Thomas M. Marra
                                       ------------------------------------
                                       Thomas M. Marra, Executive Vice
                                        President and Director - Individual
                                        Life and Annuity Division


                                       /s/Lynda Godkin
                                       ------------------------------------
                                       Lynda Godkin, General Counsel and
                                         Corporate Secretary

<PAGE>


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


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

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

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

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

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

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

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

    Section 6.    The aggregate number of shares which the corporation shall 
                  have authority to issue is 3,000 shares consisting of one 
                  class only, designated as Common Shares, of the par value 
                  of $1,250.

    Section 7.    No shareholder shall, because of his ownership of shares, 
                  have a preemptive or other right to purchase, subscribe for, 
                  or take any part of any shares or any 
<PAGE>

                                       2


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

    Section 8.    The minimum amount of stated capital with which the 
                  corporation shall commence business is One Thousand 
                  Dollars ($1,000.00).

    Section 9.    So much of the charter of said corporation is amended, as is
                  inconsistent herewith is repealed, provided such repeal shall
                  not invalidate or otherwise affect any action taken pursuant 
                  to the charter of the corporation, in accordance with its 
                  terms, prior to the effective date of such repeal.

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



Dated at Simsbury, Connecticut this 30th day of  April, 1996.

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

                                       ITT HARTFORD LIFE AND 
                                       ANNUITY INSURANCE COMPANY


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





                                        /s/ Lynda Godkin
                                        ----------------------------------
                                        Lynda Godkin, General Counsel 
                                        and Corporate Secretary



<PAGE>

                                                                       EXHIBIT 2

                                                                  [LOGO]
                                                                Hartford Life

April 8, 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. 33-83652

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
                         Director, Individual Annuity Product Management

April 8, 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


<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. 33-83652 for Hartford Life and Annuity Insurance
Company Separate Account Five on Form S-6.


                                                  /s/ Arthur Andersen LLP

Hartford, Connecticut
April 13, 1998


<PAGE>
                                                   
 



                     HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                          
                                 POWER OF ATTORNEY
                                          
                                  Gregory A. Boyko
                                    Lynda Godkin
                                  Thomas M. Marra
                                  Lowndes A. Smith
                                David M. Znamierowski
                                          
do hereby jointly and severally authorize Lynda Godkin, Marianne O'Doherty, 
and Leslie T. Soler to sign as their agent, any Registration Statement, 
pre-effective amendment, post-effective amendment and any application for 
exemptive relief of the Hartford Life and Annuity Insurance Company under the 
Securities Act of 1933 and/or the Investment Company Act of 1940.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for the
purpose herein set forth.

   /s/ Gregory A. Boyko                   Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       Gregory A. Boyko

   /s/ Lynda Godkin                       Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       Lynda Godkin

   /s/ Thomas M. Marra                    Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       Thomas M. Marra

   /s/ Lowndes A. Smith                   Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       Lowndes A. Smith

   /s/ David M. Znamierowski              Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       David M. Znamierowski




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission