SEPARATE ACCOUNT FIVE OF ITT HARTFORD LIFE & ANNUITY INS CO
485BPOS, 1999-04-14
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<PAGE>

   
         As filed with the Securities and Exchange Commission on April 14, 1999.
                                                              File No. 333-36349
    

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
   
                        POST-EFFECTIVE AMENDMENT NO. 4 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 3, 1999 pursuant to paragraph (b) of Rule 485
       -----
               60 days after filing pursuant to paragraph (a)(1) of Rule 485
       -----
               on         , 1999 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-2 AND PROSPECTUS

<TABLE>
<CAPTION>
Item No. of Form N-8B-2                Caption In Prospectus
- -----------------------                ---------------------
<S>                       <C>
         1.                 Cover Page
         2.                 Cover Page
         3.                 Not Applicable
         4.                 Statement of Additional Information - Distribution of
                            the Policies
         5.                 About Us - Separate Account Five
         6.                 About Us - Separate Account Five
         7.                 Not required by Form S-6
         8.                 Not required by Form S-6
         9.                 Legal Proceedings
         10.                About Us - Separate Account Funds; The Funds
         11.                About Us - Separate Account Funds; The Funds
         12.                About Us - The Funds
         13.                Fee Table;  Charges and Deductions
         14.                Premiums
         15.                Premiums
         16.                Premiums
         17.                Making Withdrawals From Your Policy
         18.                About Us - The Funds; Charges and Deductions
         19.                Your Policy - Policy Rights
         20.                Not Applicable
         21.                Loans
         22.                Not Applicable
         23.                Not Applicable
         24.                Not Applicable
         25.                About Us - Hartford Life and Annuity Insurance Company
         26.                Not Applicable
         27.                About Us - Hartford Life and Annuity Insurance Company
         28.                Statement of Additional Information - General
                            Information and History
         29.                About Us - Hartford Life and Annuity Insurance Company
         30.                Not Applicable
         31.                Not Applicable
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Item No. of Form N-8B-2                Caption In Prospectus
- -----------------------                ---------------------
<S>                       <C>
         32.                Not Applicable
         33.                Not Applicable
         34.                Not Applicable
         35.                Statement of Additional Information - Distribution of
                            the Policies
         36.                Not required by Form S-6
         37.                Not Applicable
         38.                Statement of Additional Information - Distribution of
                            the Policies
         39.                Statement of Additional Information - Distribution of
                            the Policies
         40.                Not Applicable
         41.                Statement of Additional Information - Distribution of
                            the Policies
         42.                Not Applicable
         43.                Not Applicable
         44.                Premiums
         45.                Not Applicable
         46.                Premiums; Making Withdrawals From Your Policy
         47.                About Us - The Funds
         48.                Cover Page; About Us - Hartford Life and Annuity
                            Insurance Company
         49.                Not Applicable
         50.                About Us - Separate Account Five
         51.                Not Applicable
         52.                About Us - The Funds
         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
</TABLE>

<PAGE>
 
   
                            DIRECTOR LIFE SERIES II
                            MODIFIED SINGLE PREMIUM
                       VARIABLE LIFE INSURANCE POLICIES
                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                 P.O. BOX 2999
                       HARTFORD, CONNECTICUT 06104-2999
[LOGO]                     Telephone: 1-800-231-5453
 
- --------------------------------------------------------------------------------
    
- --------------------------------------------------------------------------------
 
   
This Prospectus describes information you should know before you purchase Series
II of Director Life. Please read it carefully.
    
 
   
Director Life Series II is a modified single premium variable life insurance
policy. It is:
    
 
   
X  Modified single premium, because you make one single premium payment, and
    under certain limited circumstances, you may make additional premium
    payments.
    
 
   
X  Variable, because the value of your life insurance policy will fluctuate with
    the performance of the underlying funds.
    
 
   
At purchase, you allocate your payments to "Sub-Accounts" or subdivisions of our
Separate Account, an account that keeps your life insurance policy assets
separate from our company assets. These Sub-Accounts then purchase shares of
mutual funds set up exclusively for variable annuity or variable life insurance
products. These funds are not the same mutual funds that you buy through your
stockbroker or through a retail mutual fund. They may have similar investment
strategies and the same portfolio managers as retail mutual funds. This life
insurance policy offers you funds with investment strategies ranging from
conservative to aggressive and you may pick those funds that meet your
investment style.
    
 
   
The following Sub-Accounts are available under the Policy:
    
 
   
<TABLE>
<CAPTION>
                SUB-ACCOUNT                                           PURCHASES SHARES OF:
- --------------------------------------------       ----------------------------------------------------------
<S>                                           <C>  <C>
Advisers Sub-Account                          --   Class IA of Hartford Advisers HLS Fund, Inc.
Bond Sub-Account                              --   Class IA of Hartford Bond HLS Fund, Inc.
Capital Appreciation Sub-Account              --   Class IA of Hartford Capital Appreciation HLS Fund, Inc.
Dividend and Growth Sub-Account               --   Class IA of Hartford Dividend and Growth HLS Fund, Inc.
Global Leaders Sub-Account                    --   Class IA of Hartford Global Leaders HLS Fund of Hartford
                                                   Series Fund
Growth and Income Sub-Account                 --   Class IA of Hartford Growth and Income HLS Fund of
                                                   Hartford Series Fund
High Yield Sub-Account                        --   Class IA of Hartford High Yield HLS Fund of Hartford
                                                   Series Fund
Index Sub-Account                             --   Class IA of Hartford Index HLS Fund, Inc.
International Advisers Sub-Account            --   Class IA of Hartford International Advisers HLS Fund, Inc.
International Opportunities Sub-Account       --   Class IA of Hartford International Opportunities HLS Fund,
                                                   Inc.
MidCap Sub-Account                            --   Class IA of Hartford MidCap HLS Fund, Inc.
Mortgage Securities Sub-Account               --   Class IA of Hartford Mortgage Securities HLS Fund, Inc.
Money Market Sub-Account                      --   Class IA of Hartford Money Market HLS Fund, Inc.
Small Company Sub-Account                     --   Class IA of Hartford Small Company HLS Fund, Inc.
Stock Sub-Account                             --   Class IA of Hartford Stock HLS Fund, Inc.
</TABLE>
    
 
   
If you decide to buy this life insurance policy, you should keep this prospectus
for your records. Although we file the Prospectus with the Securities and
Exchange Commission, the Commission doesn't approve or disapprove these
securities or determine if the information is truthful or complete. Anyone who
represents that the Securities and Exchange Commission ("SEC") does these things
may be guilty of a criminal offense.
    
 
   
You can call us at 1-800-231-5453 to ask us questions, or to get a Statement of
Additional Information, free of charge. The Statement of Additional Information
contains more information about this life insurance policy and, like this
prospectus, is filed with the Securities and Exchange Commission.
    
 
   
We file other information with the Securities and Exchange Commission. You may
read and copy any document we file at the SEC's public reference room in
Washington, DC 20549-6009. Please call the SEC at 1-800-SEC-0330 for further
information. Our SEC filings, including this prospectus, are also available to
the public at the SEC's web site at http://www.sec.gov.
    
 
   
This life insurance policy IS NOT:
    
 
   
 -  a bank deposit or obligation
    
   
 -  federally insured
    
   
 -  endorsed by any bank or governmental agency
    
   
 -  available for sale in all states
    
- --------------------------------------------------------------------------------
   
PROSPECTUS DATED: MAY 3, 1999
    
<PAGE>
2                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
                               TABLE OF CONTENTS
    
 
   
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 <S>                                                                     <C>
 SUMMARY OF BENEFITS AND RISKS.........................................    3
 FEE TABLE.............................................................    4
 ABOUT US..............................................................    6
   Hartford Life and Annuity Insurance Company.........................    6
   Separate Account Five...............................................    6
   The Funds...........................................................    6
 CHARGES AND DEDUCTIONS................................................    8
 YOUR POLICY...........................................................   10
 PREMIUMS..............................................................   11
 DEATH BENEFITS AND POLICY VALUES......................................   13
 MAKING WITHDRAWALS FROM YOUR POLICY...................................   14
 LOANS.................................................................   15
 LAPSE AND REINSTATEMENT...............................................   16
 FEDERAL TAX CONSIDERATIONS............................................   16
 LEGAL PROCEEDINGS.....................................................   19
 OTHER MATTERS.........................................................   19
 GLOSSARY OF SPECIAL TERMS.............................................   21
</TABLE>
    
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    3
- --------------------------------------------------------------------------------
 
   
                              SUMMARY OF BENEFITS
                                   AND RISKS
    
 
   
                            BENEFITS OF YOUR POLICY
    
 
   
    FLEXIBILITY -- The policy is designed to be flexible to meet your specific
life insurance needs. You have the flexibility to choose your premium payment,
settlement options and investment options.
    
 
   
    RIGHT TO EXAMINE -- For a limited time, usually 10 days after you receive
your life insurance policy, you may cancel it without paying a surrender charge.
A longer period maybe provided in certain states.
    
 
   
    CASH VALUES -- Your policy has a cash value. The value of your policy will
fluctuate with the performance of the underlying funds.
    
 
   
    DEATH BENEFIT -- You designate a beneficiary who will receive the Death
Benefit if you die while the policy is in force. The policy pays a minimum Death
Benefit, called the "Face Amount." The actual Death Benefit may be larger than
the Face Amount if the underlying funds of the policy perform well.
    
 
   
    INVESTMENT OPTIONS -- Your policy offers a choice of investment options. You
may transfer money among your investment options, subject to the restrictions
described in this prospectus and the funds' prospectuses.
    
 
   
    SURRENDERS -- At any time, you may surrender all or part of your policy.
Each year you may surrender the greater of up to 10% of your premium payments or
100% of your Account Value minus premiums paid without being charged a surrender
charge. (See "Risks of Your Policy" below)
    
 
   
    LOANS -- You can take a loan on the policy. Your policy provides for two
types of cash loans. Your policy secures the loans. Loans may not exceed 90% of
the policy's cash value.
    
 
   
    SETTLEMENT OPTIONS -- You may choose to receive surrender or death benefit
proceeds over a period of time by using one of our settlement options.
    
 
   
                    WHAT DOES YOUR PREMIUM PAYMENT PAY FOR?
    
 
   
    Your premium payment pays for insurance coverage, it acts as an investment
in the Sub-Accounts, and it pays for sales charges, premium taxes and
administrative fees.
    
 
   
                              RISKS OF YOUR POLICY
    
 
   
    INVESTMENT PERFORMANCE -- The value of your policy will fluctuate with the
performance of its underlying funds. Your investment options may decline in
value, or they may not perform to your expectations. Your policy values in the
Sub-Accounts are not guaranteed.
    
 
   
    UNSUITABLE FOR SHORT-TERM SAVINGS -- The policy is designed for long term
financial planning. You should not purchase the policy if you will need your
premium payment in a short time.
    
 
   
    RISK OF LAPSE -- Your policy could terminate if the value of the policy
becomes so low that it cannot support the policy's monthly charges and fees. If
this occurs, we will notify you in writing. You will then have a 61-day grace
period to pay additional amounts to prevent the policy from terminating.
    
 
   
    LOANS -- Taking a loan from your policy may increase the risk that your
policy will terminate, may have a permanent effect on the policy's Account
Value, and may reduce the death benefit proceeds.
    
 
   
    SURRENDER AND PARTIAL SURRENDERS -- You may have to pay tax on the money you
take out and, if you take money out before you are 59 1/2 you may have to pay a
federal income tax penalty.
    
 
   
    TRANSFER LIMITATIONS -- We reserve the right to limit the size of transfers
and to limit the number and frequency of transfers among your investment
options.
    
 
   
    ADVERSE TAX CONSEQUENCES -- Under current tax law, your Beneficiaries will
receive the Death Benefit free of federal income tax. However, you may be
required to pay federal income tax if you receive any loans, surrenders or other
amounts from the policy, and you may also be subject to a 10% federal income
penalty tax if you take money out prior to age 59 1/2.
    
<PAGE>
4                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
                                   FEE TABLE
    
 
   
    The following tables describes the MAXIMUM fees and expenses that you will
pay when buying, owning, and surrendering the policy. The first table describes
the maximum fees and expenses that you will pay at the time that you surrender
the policy.
    
 
   
                                 SURRENDER FEES
    
 
   
<TABLE>
<CAPTION>
                                                                                                        POLICIES FROM WHICH
         CHARGE               WHEN CHARGE IS DEDUCTED                 AMOUNT DEDUCTED                    CHARGE IS DEDUCTED
 ----------------------  ----------------------------------  ----------------------------------  ----------------------------------
 <S>                     <C>                                 <C>                                 <C>
 Surrender Charges       When you fully or partially         A percentage of the amount          All, if the surrender is subject
                         surrender your policy.              surrendered, not to exceed the      to a charge.
                                                             premium payments, depending on the
                                                             Policy Year, in which the premium
                                                             payment was made.
                                                             The percentage is as follows:
                                                             Policy
                                                             Year             Percentage
                                                             1                     7.5%
                                                             2                     7.5%
                                                             3                     7.5%
                                                             4                       6%
                                                             5                       6%
                                                             6                       4%
                                                             7                       4%
                                                             8                       2%
                                                             9                       2%
                                                             10+                    0%
 Unamortized Tax Charge  Upon surrender or partial           A percentage of the Account Value   Only policies which elect Option
                         surrender of the policy.            depending on the Policy Year the    1.
                                                             surrender takes place.
                                                             The percentage is as follows:
                                                             Policy
                                                             Year             Percentage
                                                             1                    2.25%
                                                             2                    2.00%
                                                             3                    1.75%
                                                             4                    1.50%
                                                             5                    1.25%
                                                             6                    1.00%
                                                             7                    0.75%
                                                             8                    0.50%
                                                             9                    0.25%
                                                             10+                 0.00%
</TABLE>
    
 
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    5
- --------------------------------------------------------------------------------
 
   
    The next table describes the MAXIMUM fees and expenses that you will pay
periodically during the time that you own the policy, not including Fund fees
and expenses.
    
 
   
               ANNUAL CHARGES OTHER THAN FUND OPERATING EXPENSES
    
 
   
<TABLE>
<CAPTION>
                                                                                                        POLICIES FROM WHICH
         CHARGE               WHEN CHARGE IS DEDUCTED                 AMOUNT DEDUCTED                    CHARGE IS DEDUCTED
 ----------------------  ----------------------------------  ----------------------------------  ----------------------------------
 <S>                     <C>                                 <C>                                 <C>
 Cost of Insurance       Monthly.                            Individualized depending on age,                   All
 Charges                                                     sex and other factors.
 
 Mortality and Expense   Monthly.                            -  Under Option 1:                                 All
 Risk Charge                                                   .90% (annualized) of Sub-Account
                                                               Value in Policy Years 1-10 and
                                                               .50% (annualized) for Policy
                                                               Years 11 and beyond
                                                             -  Under Option 2:
                                                               .65% (annualized) of Sub-Account
                                                               Value in Policy Years 1-10 and
                                                               .50% (annualized) for Policy
                                                               Years 11 and beyond
 
 Tax Expense Charge      Under Option 1:                     -  Under Option 1:                                 All
                         Monthly                               .40% (annualized) of Account
                         Under Option 2:                       Value for Policy Years 1-10
                         Receipt of Premium Payment          -  Under Option 2:
                                                               4% of each premium payment in
                                                               all Policy Years
 
 Annual Maintenance Fee  On Policy Anniversary Date or upon  $30.00                              Only policies with an Account
                         surrender of the policy                                                 Value of less than $50,000 on the
                                                                                                 Policy Anniversary Date or date of
                                                                                                 surrender.
 
 Administrative Charge   Monthly.                            .25% (annualized) of Sub-Account                   All
                                                             Value
</TABLE>
    
 
   
    The next table describes the Fund fees and expenses that you will pay
periodically during the time that you own the policy. The table shows the
minimum and maximum fees and expenses charged by any of the Funds. More detail
concerning each Fund's fees and expenses is contained in the prospectus for each
Fund.
    
 
   
                         ANNUAL FUND OPERATING EXPENSES
    
 
   
<TABLE>
<CAPTION>
                                                                      AMOUNT DEDUCTED                   POLICIES FROM WHICH
         CHARGE               WHEN CHARGE IS DEDUCTED                   (ANNUALIZED)                     CHARGE IS DEDUCTED
 ----------------------  ----------------------------------  ----------------------------------  ----------------------------------
 <S>                     <C>                                 <C>                                 <C>
 Management Fees         Daily net asset values of a Fund             0.382% - 0.775 %           All policies, but deductions only
                         reflect Management Fees already                                         from underlying Funds selected by
                         deducted from assets of the Fund.                                       you.
 
 Other Expenses          Daily net asset values of a Fund             0.015% - 0.120%            All policies, but deductions only
                         reflect Other Expenses already                                          from underlying Funds selected by
                         deducted from the assets of the                                         you.
                         Fund.
 
 Total Fund Annual       Daily net asset values of a Fund             0.401% - 0.895%            All policies, but deductions only
 Expenses                reflect Total Fund Annual                                               from underlying Funds selected by
                         Operating Expenses already                                              you.
                         deducted from assets of the Fund.
</TABLE>
    
 
<PAGE>
6                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
                                    ABOUT US
    
 
   
                           HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
    
 
   
    Hartford Life and Annuity Insurance Company 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, the District of
Columbia and Puerto Rico, except New York. On January 1, 1998, Hartford's name
changed from ITT Hartford Life and Annuity Insurance Company to Hartford Life
and Annuity Insurance Company. We were originally incorporated under the laws of
Wisconsin on January 9, 1956, and subsequently redomiciled to Connecticut. Our
offices are located in Simsbury, Connecticut; however, our mailing address is
P.O. Box 2999, Hartford, CT 06104-2999. We are ultimately controlled by The
Hartford Financial Services Group, Inc., one of the largest financial service
providers in the United States.
    
 
   
                               HARTFORD'S RATINGS
    
 
   
<TABLE>
<CAPTION>
                        EFFECTIVE
                         DATE OF
RATING AGENCY            RATING         RATING         BASIS OF RATING
- --------------------  -------------     ------     -----------------------
<S>                   <C>            <C>           <C>
A.M. Best and
Company, Inc........       1/1/99             A+   Financial performance
Standard & Poor's...       6/1/98            AA    Insurer financial
                                                   strength
Duff & Phelps.......     12/21/98            AA+   Claims paying ability
</TABLE>
    
 
   
                             SEPARATE ACCOUNT FIVE
    
 
   
    The Sub-Accounts are subdivisions of our separate account, called Separate
Account Five. The Separate Account was established to keep your life insurance
policy assets separate from our company assets. The investment performance of
the Separate Account is independent from the investment performance of
Hartford's other assets. Hartford's other assets are utilized to pay our
insurance obligations under the policy. Your assets in the Separate Account are
held exclusively for your benefit and the benefit of other policy owners and may
not be used for any other liability of Hartford. Separate Account Five was
established on August 17, 1994 under the laws of Connecticut.
    
 
   
                                   THE FUNDS
    
 
   
    All of the Funds are sponsored and administered by Hartford Life and Annuity
Insurance Company. HL Investment Advisors, Inc. ("HL Advisors") serves as the
investment adviser to each of the Funds. Wellington Management Company, LLP
("Wellington Management") and The Hartford Investment Management Company
("HIMCO") serve as sub-investment advisors and provide day to day investment
services.
    
 
   
    Each Fund, except for the Hartford Global Leaders HLS Fund, the Hartford
Growth and Income HLS Fund and the Hartford High Yield HLS Fund, is a separate
Maryland corporation registered as an open-end management investment company.
The Hartford Global Leaders HLS Fund, the Hartford Growth and Income HLS Fund
and the Hartford High Yield HLS Fund are diversified series of Hartford Series
Fund, Inc., a Maryland corporation, also registered as an open-end management
investment company. The shares of each Fund have been divided into Class IA and
Class IB. Only Class IA shares are available in this policy.
    
 
   
    We do not guarantee the investment results of any of the underlying Funds.
Since each underlying Fund has different investment objectives, each is subject
to different risks. These risks and the Funds' expenses are more fully described
in the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered from us. The Funds' prospectus should be read in
conjunction with this Prospectus before investing.
    
 
   
    The Funds may not be available in all states.
    
 
   
    The investment goals of each of the Funds are as follows:
    
 
   
    HARTFORD ADVISERS HLS FUND -- Seeks maximum long-term total rate of return
by investing in common stocks and other equity securities, bonds and other debt
securities, and money market instruments. Sub-advised by Wellington Management.
    
 
   
    HARTFORD BOND HLS FUND -- Seeks maximum current income consistent with
preservation of capital by investing primarily in investment grade fixed-income
securities. Up to 20% of the total assets of this Fund may be invested in debt
securities rated in the highest category below investment grade ("Ba" by Moody's
Investor Services, Inc. or "BB" by Standard & Poor's) or, if unrated, are
determined to be of comparable quality by the Fund's investment adviser.
Securities rated below investment grade are commonly referred to as "high
yield-high risk securities" or "junk bonds." For more information concerning the
risks associated with investing in such securities, please refer to the section
in the accompanying prospectus for the Funds entitled "Hartford Bond Fund, Inc.
- -- Investment Policies." Sub-advised by HIMCO.
    
 
   
    HARTFORD CAPITAL APPRECIATION HLS FUND -- Seeks growth of capital by
investing in equity securities selected solely on the basis of potential for
capital appreciation. Sub-advised by Wellington Management.
    
 
   
    HARTFORD DIVIDEND AND GROWTH HLS FUND -- Seeks a high level of current
income consistent with growth of capital by investing primarily in dividend
paying equity securities. Sub-advised by Wellington Management.
    
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    7
- --------------------------------------------------------------------------------
 
   
    HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by U.S. an non-U.S. high quality growth
companies worldwide that, in the opinion of Wellington Management, are leaders
within their respective industries as indicated by an established market
presence and strong competitive position on a global, regional or country basis.
Sub-advised by Wellington Management.
    
 
   
    HARTFORD GROWTH AND INCOME HLS FUND -- Seeks growth of capital and current
income by investing primarily in equity securities with growth potential and
steady or rising dividends. Sub-advised by Wellington Management.
    
 
   
    HARTFORD HIGH YIELD HLS FUND -- Seeks high current income by investing in
non-investment grad fixed-income securities. Growth of capital is a secondary
objective. Securities related below investment grade are commonly referred to as
"high yield-high risk securities" or "junk bonds." For more information
concerning the risks associated with investing in such securities, please refer
to the Section in the accompanying prospectus for the Funds entitled "Hartford
High Yield HLS Fund." Sub-advised by HIMCO.
    
 
   
    HARTFORD INDEX HLS FUND -- Seeks to provide investment results that
approximate the price and yield performance of publicly traded common stocks in
the aggregate, as represented by the Standard & Poor's 500 Composite Stock Price
Index.* Sub-advised by HIMCO.
    
 
   
    HARTFORD INTERNATIONAL ADVISERS HLS FUND -- Seeks maximum long-term total
return by investing in a portfolio of equity, debt and money market securities.
Securities in which the Fund invests primarily will be denominated in non-U.S.
currencies and will be traded in non-U.S. markets. Sub-advised by Wellington
Management.
    
 
   
    HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND -- Seeks growth of capital by
investing primarily in equity securities issued by non-U.S. companies.
Sub-advised by Wellington Management.
    
 
   
    HARTFORD MIDCAP HLS FUND -- Seeks to achieve long-term capital growth
through capital appreciation by investing primarily in equity securities of
companies with market capitalizations within the range represented by the
Standard & Poor's MidCap 400 Index. Sub-advised by Wellington Management.
    
 
   
    HARTFORD MORTGAGE SECURITIES HLS FUND -- Seeks maximum current income
consistent with safety of principal and maintenance of liquidity by investing
primarily in mortgage-related securities, including securities issued by the
Government National Mortgage Association. Sub-advised by HIMCO.
    
 
   
    HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.
    
 
   
    HARTFORD STOCK HLS FUND -- Seeks long-term growth by investing primarily in
equity securities. Sub-advised by Wellington Management.
    
 
   
    HARTFORD MONEY MARKET HLS FUND -- Seeks maximum current income consistent
with liquidity and preservation of capital. Sub-advised by HIMCO.
    
 
   
    MIXED AND SHARED FUNDING -- Shares of the Funds may be sold to our other
separate accounts and our insurance company affiliates or other unaffiliated
insurance companies to serve as the underlying investment for both variable
annuity contracts and variable life insurance policies, a practice known as
"mixed and shared funding." As a result, there is a possibility that a material
conflict may arise between the interests of policy owners, owners of other
policies or owners of variable annuity contracts with values allocated to one or
more of these other separate accounts investing in any one of the Funds. In the
event of any such material conflicts, we will consider what action may be
appropriate, including removing the Fund from the Separate Account or replacing
the Fund with another underlying fund. There are certain risks associated with
mixed and shared funding, as disclosed in the Funds' prospectus.
    
 
   
    VOTING RIGHTS -- We are the legal owners of all Fund shares held in the
Separate Account and we have the right to vote at the Fund's shareholder
meetings. To the extent required by federal securities laws or regulations, we
will:
    
 
   
- - Notify you of any Fund shareholders' meeting if the shares held for your
  policy may be voted.
    
 
   
- - Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your policy.
    
 
   
- - Arrange for the handling and tallying of proxies received from policy owners.
    
 
   
- - Vote all Fund shares attributable to your policy according to instructions
  received from you, and
    
 
   
- - Vote all Fund shares for which no voting instructions are received in the same
  proportion as shares for which instructions have been received.
    
 
   
    If any federal securities laws or regulations, or their present
interpretation, change to permit us to vote Fund shares on our own, we may
decide to do so. You may attend any Shareholder Meeting at which shares held for
your
 
* "STANDARD & POOR'S," "S&P-REGISTERED TRADEMARK-," "S&P 500-REGISTERED
  TRADEMARK-," "STANDARD & POOR'S 500," AND "500" ARE TRADEMARKS OF THE
  MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED FOR USE BY HARTFORD. THE
  INDEX FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD & POOR'S
  AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE ADVISABILITY OF
  INVESTING IN THE INDEX FUND.
    
<PAGE>
8                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
policy may be voted. After we begin to make annuity payouts to you, the number
of votes you have will decrease.
    
 
   
                             CHARGES AND DEDUCTIONS
    
 
   
    The deductions or charges associated with this policy are subtracted,
depending on the type of deduction or charge, from premium payments as they are
made, upon surrender or partial surrender of the policy, on the Policy
Anniversary Date or on a monthly pro rated basis from each Sub-Account
("Deduction Amount").
    
 
   
    Deductions are taken from premium payments before allocations to the
Sub-Accounts are made.
    
 
   
    Deduction Amounts are subtracted on the Policy Date and on each Monthly
Activity Date after the Policy Date to cover charges and expenses incurred in
connection with a policy.
    
 
   
    Each Deduction Amount will be subtracted pro rata from each Sub-Account so
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 " Lapse and Reinstatement".
    
 
   
    The deductions and charges associated with your policy are listed below.
    
 
   
    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. The
guaranteed cost of insurance charge is a guaranteed maximum monthly rate,
multiplied by the Coverage Amount on the Policy Date or any Monthly Activity
Date. A table of guaranteed maximum 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. For standard risks that require full
underwriting, the guaranteed maximum cost of insurance rate is 100% of the 1980
Commissioner's Standard Ordinary Smoker/ Nonsmoker Sex Distinct Age Last
Birthday Mortality Table (1980 CS0 Table). For standard risks eligible for
simplified underwriting, the guaranteed cost of insurance rate is 125% of the
1980 CSO table through age 90, grading to 100% of the 1980 CSO Table at age 100.
Substandard risks will be assessed a higher guaranteed maximum cost of insurance
rate that will not exceed rates based on a multiple of the 1980 CSO Table. The
multiple will be based on the Insured's substandard rating. Unisex rates may be
required in some states.
    
 
   
    Your Coverage Amount is first set on the date we issue your policy and then
on each Monthly Activity Date. The Coverage Amount is the Face Amount minus the
Account Value. There is a Minimum Coverage Amount. It is a stated percentage of
the Account Value of the policy determined on each Monthly Activity Date. The
percentages vary according to the attained age of the Insured.
    
 
   
EXAMPLE:
    
 
   
Face Amount = $100,000
Account Value on the Monthly Activity Date = $70,000
Insured's attained age = 60
Minimum Coverage Amount percentage for age 60 = 30%
    
 
   
    On the Monthly Activity Date, the Coverage Amount is $30,000. This is
calculated by subtracting the Account Value on the Monthly Activity Date
($70,000) 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 $21,000 (30% of $70,000). Since $21,000 is less
than the Face Amount less the Account Value ($30,000), no adjustment is
necessary. Therefore, the Coverage Amount will be $30,000.
    
 
   
    Assume that the Account Value in the above example was $90,000. The Minimum
Coverage Amount would be $27,000 (30% of $90,000). Since this is greater than
the Face Amount less the Account Value ($10,000), the Coverage Amount for the
Policy Month is $27,000. (For an explanation of the Death Benefit, see "Death
Benefit and Policy Values".)
    
 
   
    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.
    
 
   
POLICY OWNER OPTIONS
    
 
   
    You, at the time the policy is issued, will elect one of two options
described below to pay charges relating to CERTAIN TAXES AND MORTALITY AND
EXPENSE RISK CHARGES. The option selected by you may affect your Account Value.
    
 
   
    OPTION 1 -- ASSET-BASED CHARGES -- Under this payment option, you will pay:
    
 
   
    MORTALITY AND EXPENSE RISK CHARGE -- For assuming mortality and expense
risks under the policy, we deduct monthly from Sub-Account Value for Policy
Years 1 through 10 a charge equal to an annual rate of 0.90%. In Policy Years 11
and beyond, the charge drops to an annual rate of 0.50%. The mortality and
expense risk charge is broken into charges for mortality risks and for expense
risks:
    
 
   
    MORTALITY RISK -- The mortality risk we assume is that the cost of insurance
charges specified in the policy will be
    
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    9
- --------------------------------------------------------------------------------
 
   
insufficient to pay claims. We also assume a risk that the Death Proceeds will
exceed: (1) the Coverage Amount on the date of death; and (2) your policy's
Account Value on the date we receive written notice of death.
    
 
   
    EXPENSE RISK -- The expense risk we assume is that expenses we incur in
issuing and administering your policy will exceed the administrative charges.
    
 
   
    We may profit from the mortality and expense risk charge and may use any
profits for any proper purpose, including any difference between the cost we
incur in distributing the policies and the proceeds of the Surrender Charge. The
mortality and expense risk charge is deducted while the policy is in force,
including the duration of a settlement option.
    
 
   
    TAX EXPENSE CHARGE -- During the first ten years of your policy, we deduct a
monthly charge equal to an annual rate of 0.40% from your Account Value. This
tax expense charge compensates us for certain expenses including:
    
 
   
(1) Premium taxes imposed by various states and local jurisdictions.
    
 
   
    A premium tax deduction of 0.25% of the Account Value is deducted over ten
Policy Years and approximates our average expenses for state and local premium
taxes. 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, we do not expect to make
a profit from this deduction.
    
 
   
(2) The cost of the capitalization of certain policy acquisition expenses under
    Section 848 of the Internal Revenue Code.
    
 
   
    During your first ten Policy Years, we deduct a charge of 0.15% of Account
Value. This charge helps reimburse us for the approximate expenses we incur from
federal taxes we pay under Section 848 of the Internal Revenue Code.
    
 
   
    UNAMORTIZED TAX CHARGE -- Under Option 1, during the first nine Policy
Years, an Unamortized Tax charge is imposed on surrender or partial surrenders.
The Unamortized Tax charge is shown below, as a percentage of amount
surrendered, during each Policy Year:
    
   
<TABLE>
<CAPTION>
  POLICY
   YEAR         RATE
- -----------  -----------
<S>          <C>
         1        2.25%
         2        2.00%
         3        1.75%
         4        1.50%
         5        1.25%
 
<CAPTION>
  POLICY
   YEAR         RATE
- -----------  -----------
<S>          <C>
         6        1.00%
         7        0.75%
         8        0.50%
         9        0.25%
        10+       0.00%
</TABLE>
    
 
   
    After the ninth Policy Year, no Unamortized Tax charge will be imposed.
    
 
   
    OPTION 2 -- FRONTED CHARGES -- Under this option, you will pay:
    
 
   
    MORTALITY AND EXPENSE RISK CHARGE: -- For assuming mortality and expense
risks under the policy, we will deduct monthly from Sub-Account Value for Policy
Years 1 through 10 a charge equal to an annual rate of 0.65%. In Policy Years 11
and beyond, the charge drops to an annual rate of 0.50%. The mortality and
expense risk charge is broken into charges for mortality risks and for expense
risks:
    
 
   
    MORTALITY RISK -- The mortality risk we assume is that the cost of insurance
charges specified in the policy will be insufficient to pay claims. We also
assume a risk that your policy's Death Benefit will exceed: (1) the Coverage
Amount on the date of death; and (2) your policy's Account Value on the date we
receive written notice of death.
    
 
   
    EXPENSE RISK -- The expense risk we assume is that expenses we incur in
issuing and administering the Policies will exceed the administrative charges
set in the policy.
    
 
   
    TAX EXPENSE CHARGE: -- We deduct a charge equal to 4.0% from all premium
payments. This charge compensates us for certain expenses including:
    
 
   
(1) Premium taxes imposed by various states and local jurisdictions.
    
 
   
    A premium tax deduction of 2.5% of premium approximates our average expenses
for state and local premium taxes. 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, we do not expect to make a profit from this deduction.
    
 
   
(2) The cost of the capitalization of certain policy acquisition expenses under
    Section 848 of the Internal Revenue Code.
    
 
   
    The charge of 1.5% of premium payments helps reimburse us for the
approximate expenses we incur from federal taxes we pay under Section 848 of the
Internal Revenue Code.
    
 
   
    This Option may not be available in all states.
    
<PAGE>
10                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
    ANNUAL MAINTENANCE FEE -- The annual maintenance fee is a flat fee that is
deducted from your Account Value to reimburse us for expenses relating to the
maintenance of the policy. The annual $30 charge is deducted on a Policy
Anniversary or when the policy is fully surrendered if the Account Value at
either of those times is less than $50,000. We reserve the right to waive the
annual maintenance fee under other conditions.
    
 
   
    ADMINISTRATIVE CHARGE -- We will deduct a monthly administrative charge from
Sub-Account Value equal to an annual rate of 0.25%. This charge compensates us
for expenses incurred in the administration of the Separate Account and the
policy.
    
 
   
    SURRENDER CHARGE -- We may charge you a Surrender Charge when you surrender
amounts invested in your policy. We assess a Surrender Charge on amounts
surrendered in any Policy Year that exceed the greater of 10% of the premiums
you have paid into your policy or 100% of your Account Value minus premiums
paid. If the amount you paid has been in your policy:
    
 
   
X  For less than three years, the charge is 7.5%.
    
 
   
X  For more than three years and less than five years, the charge is 6%.
    
 
   
X  For more than five years and less than seven years, the charge is 4%.
    
 
   
X  For more than seven years and less than nine years, the charge is 2%.
    
 
   
X  For more than nine years, the charge is 0%.
    
 
   
    In determining the Surrender Charge, any surrender or partial surrender
during the first ten Policy Years will first come from premiums paid and then
from earnings. If an amount equal to all premiums paid has been withdrawn, no
Surrender Charge will be assessed on the remaining Account Value.
    
 
   
    The Surrender Charge is imposed to cover a portion of the sales expense
incurred by us in distributing the Policies. This expense includes commissions,
advertising and the printing of prospectuses.
    
 
   
    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.
    
 
   
                                  YOUR POLICY
    
 
   
                                 POLICY RIGHTS
    
 
   
    POLICY OWNER, OR "YOU" -- As long as your policy is in force, you may
exercise all rights under the policy while the Insured is alive and a
beneficiary has not been irrevocably named.
    
 
   
    BENEFICIARY -- You name the beneficiary in the application for the policy.
You may change the beneficiary (unless irrevocably named) during the Insured's
lifetime by written request to us. If no beneficiary is living when the Insured
dies, the Death Proceeds will be paid to the policy owner if living; otherwise
to the policy owner's estate.
    
 
   
    ASSIGNMENT -- You may assign your policy as collateral for a loan or other
obligation. Until you notify us in writing, we are not responsible for any
payment made or action taken. We are not responsible for the validity of any
assignment.
    
 
   
    STATEMENTS TO POLICY OWNERS -- We will send you a statement at least once
each year, showing:
    
 
   
(a) the current Account Value, Cash Surrender Value and Face Amount;
    
 
   
(b) the premiums paid, monthly deduction amounts and any loans since your last
    statement;
    
 
   
(c) the amount of any Indebtedness;
    
 
   
(d) any notifications required by the provisions of your policy; and
    
 
   
(e) any other information required by the Insurance Department of the state
    where your policy was delivered.
    
 
   
    LIMIT ON RIGHT TO CONTEST -- During the Insured's lifetime, we may not
contest the validity of the policy after it has been in force for two years from
date we issue the policy. 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 payment is contestable for two years from its effective
date. In addition, if the Insured commits suicide within two years from the date
we issue the policy, or such period as specified in state law, the benefit
payable will be limited to the Account Value minus 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.
    
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   11
- --------------------------------------------------------------------------------
 
   
                               POLICY LIMITATIONS
    
 
   
    DIVIDENDS -- No dividends will be paid under the policy.
    
 
   
    TRANSFERS OF ACCOUNT VALUE -- While the policy remains in force, and subject
to our transfer rules then in effect, you may request that part or all of the
Account Value of a particular Sub-Account be transferred to other Sub-Accounts.
We reserve the right to restrict the number of these 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 us toll free
1-800-231-5453. Transfers by telephone may be made by the agent of record or by
an attorney-in-fact pursuant to a power of attorney. Telephone transfers may not
be permitted in some states. Hartford, its agents or affiliates will not be
responsible for losses resulting from acting upon telephone requests reasonably
believed to be genuine. We will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. The procedures we follow for
transactions initiated by telephone include requirements that callers provide
certain information for identification purposes. All transfer instructions
received by telephone are tape-recorded. We will send you a confirmation of the
transfer within five days from the date of any transfer.
    
 
   
    It is your responsibility to verify the accuracy of all confirmations and to
promptly advise us of any inaccuracies within 30 days of receipt.
    
 
   
                     CHANGES TO POLICY OR SEPARATE ACCOUNT
    
 
   
    SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS -- We reserve the right,
subject to any applicable law, to make certain changes to the Funds offered
under your policy. We may, in our sole discretion, establish new Funds. New
Funds will be will be made available to existing policyholders as we determine
appropriate. We may also close one or more Funds to additional payments or
transfers from existing Sub-Accounts.
    
 
   
    We reserve the right to eliminate the shares of any of the Funds for any
reason and to substitute shares of another registered investment company for the
shares of any Fund already purchased or to be purchased in the future by the
Separate Account. To the extent required by the Investment Company Act of 1940
(the "1940 Act"), substitutions of shares attributable to your interest in a
Fund will not be made until we have the approval of the Commission and we have
notified you of the change.
    
 
   
    In the event of any change, we may, by appropriate endorsement, make any
changes in the policy necessary or appropriate to reflect the modification. If
we decide that it is in the best interest contracts owners, the Separate Account
may be operated as a management company under the 1940 Act or any other form
permitted by law, may be de-registered under the 1940 Act in the event such
registration is no longer required, or may be combined with one or more other
Separate Accounts.
    
 
   
    SEPARATE ACCOUNT TAXES -- Currently, there is no charge for federal income
taxes that may be attributable to the Separate Account. However, we reserve the
right to make such a charge in the future. Charges for other taxes, if any,
attributable to the Separate Account may also be made.
    
 
   
                         OTHER BENEFITS OF YOUR POLICY
    
 
   
    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 policy involves two Insureds and the Death
Proceeds are paid on the death of the last surviving Insured. The other
significant differences between the last survivor and single life versions are
listed below.
    
 
   
1.  The cost of insurance charges under the last survivor policies are
    determined in a manner that reflects the anticipated mortality of the two
    Insureds and the fact that the Death Benefit is not payable until the death
    of the second Insured. See the last survivor illustrations in "Statement of
    Additional Information."
    
 
   
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.  The younger Insured's attained age is used to calculate the Minimum Death
    Benefit to ensure that the policy continues to qualify as life insurance.
    
 
   
6.  Additional tax disclosures applicable to last survivor policies are provided
    in "Federal Tax Considerations."
    
 
   
                                    PREMIUMS
    
 
   
    APPLICATION FOR A POLICY -- To purchase a policy you must submit an
application to us. A policy will be issued only on the lives of Insureds age 90
and under who supply evidence of insurability satisfactory to us. Acceptance is
subject to our underwriting rules and we reserve the right to reject an
application for any reason. If your application for a policy is rejected, then
your initial premium payment will be returned along with an additional amount
for interest, based on the current rate being credited by us. Other than
    
<PAGE>
12                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
those described in this prospectus, no change in the terms or conditions of a
policy will be made without your consent. Generally, the minimum initial premium
we accept is $10,000. We may accept less than $10,000 under certain
circumstances.
    
 
   
    Your policy is effective after we receive all outstanding delivery
requirements and receive your initial premium. The date your policy becomes
effective is called the Policy Date. This date is the date used to determine all
future cyclical transactions on your policy. The Policy Date may be prior to, or
the same as, the date your policy is issued ("Issue Date").
    
 
   
    If your Coverage Amount is over then current limits established by us, we
will not accept your initial premium payment with your application. In other
cases where we receive the initial payment with the application, we will provide
fixed conditional insurance during underwriting according to the terms of
conditional receipt established by us. 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, then on policy delivery we will require a
sufficient payment to place the insurance in force.
    
 
   
    PREMIUM PAYMENTS -- You pay a single premium and, subject to restrictions,
additional premiums. You may choose a minimum initial premium of 80%, 90% or
100% of the Guideline Single Premium (based on the Face Amount).
    
 
   
UNDERWRITING RULES OF YOUR POLICY
    
   
 
    
 
   
- - Under current underwriting rules, which are subject to change, if you are
  between ages 35 and 80, you may be eligible for simplified underwriting
  without a medical examination if you meet simplified underwriting standards.
    
 
   
- - If you are below age 35 or above age 80, or do not meet simplified
  underwriting eligibility, full underwriting applies, except that substandard
  underwriting applies only in those cases that represent substandard risks
  according to customary underwriting guidelines.
    
 
   
    Your policy allows for additional premium payments so long as the additional
premiums do not cause the policy to fail to meet the definition of a life
insurance policy under Section 7702 of the Code. The amount and frequency of
additional premium payments will affect the Cash Value and the amount and
duration of insurance. We may require evidence of insurability for any
additional premiums that increase the Coverage Amount. Premiums, which do not
meet the tax qualification guidelines for life insurance under the Internal
Revenue Code, will not be applied to your policy.
    
 
   
    ALLOCATION OF PREMIUMS -- Within three business days of receipt of your
completed application and your initial premium payment at our Home Office, we
allocate your entire premium payment to the Money Market Sub-Account.
    
 
   
    We will then allocate the Account Value in the Money Market Sub-Account to
the Sub-Accounts according to the premium allocations you specify in your policy
application. The allocation is made upon the expiration of the right to examine
policy period, or the date we receive the final requirement to put the policy in
force, whichever is later.
    
 
   
    ACCUMULATION UNITS -- The premiums you allocate to the Sub-Accounts are used
to purchase Accumulation Units in such Sub-Accounts. We determine the number of
Accumulation Units of each Sub-Account by dividing the amount of premium you
have allocated to the Sub-Account by the accumulation unit value of that
particular Sub-Account.
    
 
   
    ACCUMULATION UNIT VALUES -- The accumulation unit value for each Sub-Account
varies to reflect the investment experience of the applicable underlying Fund.
To determine the current accumulation unit value, we take the prior Valuation
Day's accumulation unit value and multiply it by the Net Investment Factor for
the Valuation Period then ended.
    
 
   
    The Net Investment Factor is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next. The Net Investment Factor for
each Sub-Account equals:
    
 
   
- - The net asset value per share of each Fund held in the Sub-Account at the end
  of the current Valuation Period; divided by
    
 
   
- - The net asset value per share of each Fund held in the Sub-Account at the
  beginning of the Valuation Period.
    
 
   
    You should refer to the Funds' prospectuses accompanying this Prospectus for
a description of how the assets of each Fund are valued, since these
determinations have a direct bearing on the Accumulation Unit Value of the Sub-
Account and therefore the Account Value of a policy.
    
 
   
    All valuations in connection with a policy, will be made on the date your
request or payment is received by us before the close of the New York Stock
Exchange on any Valuation Day at our Home Office. Otherwise a valuation will be
made on the next date which is a Valuation Day.
    
 
   
    ACCOUNT VALUE -- Each policy has an Account Value. There is no minimum
guaranteed Account Value. A policy's Account Value equals the policy's value in
all of the Sub-Accounts and any amounts in the Loan Account.
    
 
   
    The Account Value of your policy is related to the net asset value of the
Funds to which your have allocated your premiums. The Account Value on any
Valuation Day is calculated by multiplying the number of Accumulation
    
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   13
- --------------------------------------------------------------------------------
 
   
Units by the Accumulation Unit Value and then totaling the results for all the
Sub-Accounts. The Account Value of a policy changes on a daily basis and is
computed on each Valuation Day. Therefore, your Account Value varies to reflect
the investment performance of the underlying Funds, the value of the Loan
Account and the monthly Deduction Amounts.
    
 
   
    SUSPENSION OF VALUATION, PAYMENTS AND TRANSFERS -- We will suspend all
procedures requiring valuation (including transfers, surrenders and loans) when:
    
 
   
(a) the New York Stock Exchange is closed;
    
 
   
(b) trading on the New York Stock Exchange is restricted by the SEC;
    
 
   
(c) the SEC permits and orders postponement; or
    
 
   
(d) the SEC determines that an emergency exists to restrict valuation.
    
 
   
                        DEATH BENEFITS AND POLICY VALUES
    
 
   
    DEATH BENEFIT -- While in force, your policy provides for the payment of the
Death Proceeds to the beneficiary when the Insured under the policy dies. You
must notify us in writing as soon as possible after the death of the Insured.
The Death Proceeds payable to the beneficiary equal the Death Benefit less any
loans outstanding.
    
 
   
    We will pay interest of at least 3 1/2% per year on the Death Proceeds from
the date of the Insured's death to the date payment is made or a settlement
option is elected. At such times, the proceeds are not subject to the investment
experience of the Separate Account.
    
 
   
    The Death Benefit equals the greater of:
    
 
   
(1) the Face Amount; or
    
 
   
(2) the Account Value multiplied by a specified percentage.
    
 
   
    The percentage varies according to the attained age of the Insured and is
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. This is illustrated in the following examples:
    
 
   
EXAMPLES:
    
 
   
<TABLE>
<CAPTION>
                                             A           B
                                         ----------  ----------
<S>                                      <C>         <C>
Face Amount............................  $  100,000  $  100,000
Insured's Age..........................          40          40
Account Value on Date of Death.........  $   46,500  $   34,000
Specified Percentage...................        250%        250%
</TABLE>
    
 
   
    In Example A, the Death Benefit equals $116,250, I.E., the greater of
$100,000 (the Face Amount) or $116,250 (the Account Value at the Date of Death
of $46,500, multiplied by the specified percentage of 250%). This amount less
any outstanding loans constitutes the Death Proceeds which we would pay to the
beneficiary.
    
 
   
    In Example B, the death benefit is $100,000, I.E., the greater of $100,000
(the Face Amount) or $85,000 (the Account Value of $34,000, multiplied by the
specified percentage of 250%).
    
 
   
    DEATH BENEFIT POLICY PROCEEDS -- Proceeds from the Death Benefit left with
us 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 surrenders may
be made at any time.
    
 
   
    All or part of the Death Proceeds may be paid in cash or applied under a
Settlement Option.
    
 
   
    SETTLEMENT OPTIONS -- The surrender proceeds or Death Proceeds under your
policy may be paid in a lump sum or may be applied to one of our settlement
options. The minimum amount that may be applied under a settlement option is
$5,000, unless we consent to a lesser amount. UNDER SETTLEMENTS OPTIONS LIFE
ANNUITY, LIFE ANNUITY WITH 120,180, OR 240 MONTHLY PAYMENTS CERTAIN AND JOINT
AND LAST SURVIVOR ANNUITY, NO SURRENDER OR PARTIAL SURRENDERS ARE PERMITTED
AFTER PAYMENTS START. FULL SURRENDER OR PARTIAL SURRENDERS MAY BE MADE FROM THE
INTEREST INCOME SETTLEMENT OPTION, PAYMENTS FOR A DESIGNATED PERIOD SETTLEMENT
OPTION OR THE DEATH BENEFIT POLICY PROCEEDS, BUT THEY ARE SUBJECT TO THE
SURRENDER CHARGE, IF APPLICABLE. THERE MAY BE ADVERSE TAX CONSEQUENCES FOR
PARTIAL SURRENDERS FROM PAYMENTS FOR A DESIGNATED PERIOD SETTLEMENT OPTION.
PLEASE CHECK WITH YOUR TAX ADVISOR BEFORE REQUESTING A PARTIAL SURRENDER.
    
 
   
    The following settlement options are available under your policy:
    
 
   
    OPTION 1 -- INTEREST INCOME -- This option offers payments of interest, at
the rate we declare, on the amount applied under this settlement option. The
interest rate will never be less than 3 1/2% per year.
    
 
   
    OPTION 2 -- LIFE ANNUITY -- Death Proceeds are used to purchase a variable
annuity where we make annuity payments as long as the annuitant is living. When
the annuitant dies, we stop making annuity payments. A payee would receive only
one annuity payment if the annuitant dies after the first payment, two annuity
payments if the annuitant dies after the second payment, and so forth.
    
 
   
    OPTION 3 -- LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN -- We
make monthly annuity payments during the lifetime of the annuitant but annuity
payments are at least guaranteed for a minimum of 120, 180 or 240
    
<PAGE>
14                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
months, as you elect. If, at the death of the annuitant, annuity payments have
been made for less than the minimum elected number of months, then the
beneficiary can either receive the present value (as of the date of the
annuitant's death) of the remaining payments in one sum or continue annuity
payments for the remaining period certain.
    
 
   
    OPTION 4 -- JOINT AND LAST SURVIVOR LIFE ANNUITY -- We will make annuity
payments as long as the annuitant and joint annuitant are living. When one
annuitant dies, we continue to make annuity payments until that second annuitant
dies. The annuitant may elect that the payment be less than the payment made
during the joint lifetime of the annuitants. When choosing this option, you must
decide what will happen to the annuity payments after the first annuitant dies.
    
 
   
    Under this option, it is possible for an annuitant and joint annuitant to
receive only one payment in the event of the common or simultaneous death of the
annuitants prior to the date of the second payment.
    
 
   
    OPTION 5 -- PAYMENTS FOR A DESIGNATED PERIOD -- We will make annuity
payments for the number of years that you select. You can select between 5 years
and 30 years. Under this option, you may, at any time, request a full surrender
and receive the Cash Surrender Value of your policy.
    
 
   
    VARIABLE AND FIXED ANNUITY PAYMENTS -- When the settlement option you select
involves an annuity, unless you specify otherwise, the surrender proceeds or
Death Proceeds provide a variable annuity. Fixed annuity options are also
available.
    
 
   
    VARIABLE ANNUITY -- Your policy contains tables indicating the minimum
dollar amount of the first monthly payment under a variable annuity for each
$1,000 of value of a Sub-Account. Your first monthly payment varies with the
annuity option chosen and specific parameters chosen by you. 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 assumed investment rate is the investment return
used to calculate subsequent variable annuity payments.
    
 
   
    We determine the total first monthly variable annuity payment by multiplying
the Death Proceeds (expressed in thousands of dollars) in a Sub-Account by the
amount of the first monthly payment per $1,000 of value obtained from the tables
in the policy.
    
 
   
    The amount of your first monthly variable annuity payment is divided by the
value of an annuity unit 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. This determines 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 assumed investment rate. Payments will vary
up or down as the investment rate varies up or down relative to the assumed
investment rate.
    
 
   
    FIXED ANNUITY PAYMENTS -- You will receive equal fixed annuity payments
throughout the annuity payment period. We determine fixed annuity payment
amounts by multiplying the amount applied to the annuity by an annuity rate. The
annuity rate is set by us and is not less than the rate specified in the fixed
payment annuity tables in your policy.
    
 
   
    Hartford will make any other arrangements for income payments as may be
agreed on.
    
 
   
    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 us, we will pay you the Cash Surrender Value. In such case, the
policy will terminate and we will have no further obligations under the policy.
The Maturity Date may be extended by rider where approved, but see "Federal Tax
Considerations -- Income Taxation of Policy Benefits."
    
 
   
    CHARGES AND POLICY VALUES -- Your policy value decreases due to the
deduction of policy charges. Policy value may increase or decrease depending on
investment performance. Fluctuations in your Account Value may have an effect on
your Death Benefit. If your policy lapses, your policy terminates and no Death
Benefit will be paid.
    
 
   
                      MAKING WITHDRAWALS FROM YOUR POLICY
    
 
   
    SURRENDERS -- While your policy is in force, you may, without the consent of
the beneficiary (provided the designation of beneficiary is not irrevocable),
fully surrender your policy. Upon surrender, you receive the Cash Surrender
Value determined as of the day we receive your request or the date requested by
you, whichever is later. The Cash Surrender Value equals the Account Value less
any Surrender Charges and any Unamortized Tax charge and all Indebtedness. We
pay the Cash Surrender Value of the policy within seven days of our receipt of
your written request or on the effective surrender date requested by you,
whichever is later. Your policy will terminate on the date of our receipt of the
written request, or the date you request
    
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   15
- --------------------------------------------------------------------------------
 
   
the surrender to be effective, whichever is later. For a discussion of the tax
consequences of surrendering your policy, see "Federal Tax Considerations".
    
 
   
    If you choose to apply the surrender proceeds to a settlement option, the
Surrender 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 Surrender Charge. However, any Unamortized Tax
charge, if applicable, will be deducted from the surrender proceeds to be
applied. In addition, amounts you withdraw from the Interest Income settlement
option, the Payments for a Designated Period settlement option or the Death
Benefit Policy Proceeds are subject to any applicable Surrender Charge.
    
 
   
    PARTIAL SURRENDERS -- While your policy is in force, you may elect, by
written request, to make partial surrenders from the Cash Surrender Value. The
Cash Surrender Value, after partial surrender, must at least equal our minimum
amount rules then in effect; otherwise, the request will be treated as a request
for full surrender. The partial surrenders will be deducted pro rata from each
Sub-Account, unless the you instruct otherwise. The Face Amount will be reduced
proportionate to the reduction in the Account Value due to the partial
surrender. Partial surrenders in excess of the greater of 10% of premiums or
100% of Account Value less premiums paid will be subject to the Surrender Charge
and any Unamortized Tax charges. For a discussion of the tax consequences of
partial surrenders, see "Federal Tax Considerations".
    
 
   
    RIGHT TO EXAMINE -- You have a limited right to return your policy for
cancellation. You may deliver or mail the policy to us or to the agent from whom
it was purchased any time during your free look period. Your free look period
begins on the day you get your policy and ends ten days after you get it (or
longer in some states). In such event, the policy will be rescinded and we will
pay an amount equal to the greater of the premiums paid for the policy less any
Indebtedness or the sum of: i) the Account Value less any Indebtedness, on the
date the returned policy is received by us or the agent from whom it was
purchased; and, ii) any deductions under the policy or charges associated with
the Separate Account. If your policy is replacing another policy, your free look
period and the amount paid to you upon the return of your policy vary by state.
    
 
   
    RIGHT TO EXCHANGE -- 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 us (or an affiliated
company) on the life of the Insured. No evidence of insurability will be
required. The new policy will have, at your election, either the same Coverage
Amount as under the exchanged policy on the date of exchange or the same Death
Benefit. The effective date, issue date and issue age will be the same as
existed under the exchanged policy. If a policy loan was outstanding, the entire
loan must be repaid. The exchange is subject to adjustments in payments and
Account Values to reflect variances, if any, in the payments and Account Values
under this policy and the new policy.
    
 
   
                                     LOANS
    
 
   
    AVAILABILITY OF LOANS -- At any time while the policy is in force, you,
without the consent of the beneficiary, (provided the designation of beneficiary
is not irrevocable) may borrow against the policy by assigning it as sole
security to us. Two types of cash loans are available. Any new loan taken
together with any existing Indebtedness may not exceed 90% of the Cash Value.
The minimum loan amount that we will allow is $25.00.
    
 
   
    The proceeds of a loan will be delivered to you within seven business days
of our receipt of the loan request.
    
 
   
    Unless you specify otherwise, all loan amounts will be transferred pro rata
basis from each Sub-Account to the Loan Account. The difference between the
value of the Loan Account and the Indebtedness will be transferred on a pro-rata
basis from the Sub-Accounts to the Loan Account on each Monthly Activity Date.
    
 
   
    If total Indebtedness equals or exceeds the Account Value of the policy on
any Monthly Activity Date, we will give you written notice that, unless we
receive an additional payment within 61 days to reduce the aggregate outstanding
loan(s) secured by the policy, the policy may lapse. See "Lapse and
Reinstatement."
    
 
   
    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."
    
 
   
    LOAN REPAYMENTS -- You can repay all or any part of a loan at any time while
your policy is in force. The amount of your policy loan repayment will be
deducted from the Loan Account. It will be allocated among the Sub-Accounts in
the same percentage as premiums are allocated. Any outstanding loan at the end
of a grace period must be repaid before the policy will be reinstated.
    
 
   
    EFFECT OF LOANS ON ACCOUNT VALUE -- A loan, whether or not repaid, has a
permanent effect on your Account Value. This effect occurs because the
investment result of each Sub-Account applies only to the amount remaining in
such Sub-Accounts. The longer a loan is outstanding, the greater the effect on
your Account Value 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, your Account Value will not increase as
rapidly as it would have had no loan been made. If the Sub-Accounts earn less
than the Loan Account, then your Account Value will be greater than it would
have been had no loan been made. If not repaid, the aggregate amount of the
outstanding Indebtedness will reduce the Death Proceeds and the Cash Surrender
Value otherwise payable. For a discussion of the consequences of retaining a
loan against the policy, see "Federal Tax Considerations".
    
 
   
    CREDITED INTEREST -- Any amounts in the Loan Account will be credited with
interest at an annual rate of 4.0%. The annual rate for Preferred Loans is 6%.
    
 
   
    POLICY LOAN RATES -- The loan interest rate that we will charge on all loans
is 6% per annum.
    
<PAGE>
16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
                            LAPSE AND REINSTATEMENT
    
 
   
    LAPSE -- Your policy will remain in force until the Cash Surrender Value is
insufficient to cover the Deduction Amount due on a Monthly Activity Date. We
will notify you of the default in writing, warning you that your policy is in
danger of terminating.
    
 
   
    GRACE PERIOD -- Your policy provides a 61-day grace period to pay an amount
sufficient to cover the Deduction Amounts due. The notice will indicate the
amount that must be paid.
    
 
   
    The policy will continue through the grace period, but if no additional
premium payment is made, it will terminate at the end of the grace period. If
the person Insured under the policy dies during the grace period, the Death
Proceeds payable under the policy will be reduced by the Deduction Amount(s) due
and unpaid. See "Death Benefits and Policy Values."
    
 
   
    REINSTATEMENT -- If your policy lapses, you may apply for reinstatement of
the policy by payment of the reinstatement premium shown in the policy and any
applicable charges. A request for reinstatement may be made within five years of
lapse. If a loan is outstanding at the time of lapse, we require repayment of
the loan before permitting reinstatement. In addition, we reserve the right to
require evidence of insurability satisfactory to Hartford.
    
 
   
    The Account Value on the reinstatement date will reflect:
    
 
   
(a) the Cash Value at the time of termination; plus
    
   
(b) Net Premiums derived from premiums paid at the time of reinstatement; minus
    
 
   
(c) the Monthly Deduction Amounts that were due and unpaid during the Policy
    Grace Period; plus
    
 
   
(d) the Surrender Charge at the time of reinstatement.
    
 
   
    The surrender charge is based on the duration from the original policy date
as through the policy has never lapsed.
    
 
   
                           FEDERAL TAX CONSIDERATIONS
    
 
   
                                    GENERAL
    
 
   
    Since federal tax law is complex, the tax consequences of purchasing this
policy will vary depending on your situation. You may need tax or legal advice
to help you determine whether purchasing this policy is right for you.
    
 
   
    Our general discussion of the tax treatment of this policy is based on our
understanding of federal income tax laws as they are currently interpreted. A
detailed description of all federal income tax consequences regarding the
purchase of this policy cannot be made in the prospectus. We also do not discuss
state, municipal or other tax laws that may apply to this policy. For detailed
information, you should consult with a qualified tax adviser familiar with your
situation.
    
 
   
                            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 "Premiums -- Account Value"). 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 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
    
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   17
- --------------------------------------------------------------------------------
 
   
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 Policy 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.
    
   
    A contract that is classified as modified endowment contract is eligible for
certain aspects of 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 policy (generally, the
excess of account value over premiums paid). Amounts that are taxable
withdrawals will be subject to a 10% additional tax, with certain exceptions.
    
 
   
    All modified endowment contracts that are issued within any calendar year to
the same Policy Owner by one company or its affiliates shall be treated as one
modified endowment contract in determining the taxable portion of any loan or
distributions.
    
 
   
                      ESTATE AND GENERATION SKIPPING TAXES
    
 
   
    When the Insured dies, the Death Proceeds will generally be includible in
the Policy Owner's estate for purposes of federal estate tax if the last
surviving Insured owned the Policy. If the Policy Owner was not the last
surviving Insured, the fair market value of the Policy would be included in the
Policy Owner's estate upon the Policy Owner's death. Nothing would be includible
in the last surviving Insured's estate if he or she neither retained incidents
of ownership at death nor had given up ownership within three years before
death.
    
 
   
    The federal estate tax is integrated with the federal gift tax under a
unified rate schedule and unified credit which shelters up to $650,000 (1999)
from the estate and gift tax. The Taxpayer Relief Act of 1997 gradually raises
the credit over the next seven 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, as adjusted for inflation. 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
    
 
   
    The Code requires that investments supporting your policy be adequately
diversified. Code Section 817 provides that a variable life insurance contract
will not be treated as a life insurance contract for any period during which the
investments made by the separate account or underlying fund are not adequately
diversified. If a contract is not treated as a life insurance contract, the
policy owner will be subject to income tax on annual increases in cash value.
    
 
   
    The Treasury Department's diversification regulations 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,
    
<PAGE>
18                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- - no more than 80% is represented by any three investments and
    
 
   
- - no more than 90% is represented by any four investments.
    
 
   
    In determining whether the diversification standards are met, all securities
of the same issuer, all interests in the same real property project, and all
interests in the same commodity are each treated as a single investment. In the
case of government securities, each government agency or instrumentality is
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 still comply within a reasonable period and avoid
the taxation of contract 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.
    
 
   
    We monitor the diversification of investments in the separate accounts and
test for diversification as required by the Code. We intend to administer all
policies 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 separate accounts supporting the contract must be considered to be
owned by the insurance company and not by the policy owner. It is unclear under
what circumstances an investor is considered to have enough control over the
assets in the separate account to be considered the owner of the assets for tax
purposes.
    
 
   
    The IRS has issued several rulings discussing investor control. These
rulings say that certain incidents of ownership by the policy owner, such as the
ability to select and control investments in a separate account, will cause the
policy owner to be treated as the owner of the assets for tax purposes.
    
 
   
    In its explanation of the diversification regulations, the Treasury
Department recognized 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, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.
    
 
   
    Due to the lack of specific guidance on investor control, there is some
uncertainty about when a policy owner is considered the owner of the assets for
tax purposes. We reserve the right to modify the policy, as necessary, to
prevent you from being considered the owner of assets in the separate account.
    
 
   
                    TAX DEFERRAL DURING ACCUMULATION PERIOD
    
 
   
    Under existing provisions of the Code, except as described below, any
increase in an Owner's Investment Value is generally not taxable to the Policy
Owner unless amounts are received (or are deemed to be received) under the
Policy prior to the Insured's death. If the Policy is surrendered or matures,
the amount received will be includable in the Policy Owner's income to the
extent that it exceeds the Policy Owner's "investment in the contract." (If
there is any debt at the time of a surrender, then such debt will be treated as
an amount distributed to the Owner.) The "investment in the contract" is the
aggregate amount of premium payments and other consideration paid for the
Policy, less the aggregate amount received previously under the Policy to the
extent such amounts received were excluded from gross income. Since this Policy
is a modified endowment contract, partial withdrawals (or other such amounts
deemed to be distributed) from the Policy constitute income to the Policy Owner
for Federal income tax purposes.
    
 
   
                        LIFE INSURANCE PURCHASED FOR USE
                          IN SPLIT DOLLAR ARRANGEMENTS
    
 
   
    On January 26, 1996, the IRS released a technical advice memorandum ("TAM")
on the taxability of life insurance policies used in certain split dollar
arrangements. A TAM, issued by the National Office of the IRS, provides advice
as to the internal revenue laws, regulations, and related statutes with respect
to a specific set of facts and a specific taxpayer. In the TAM, among other
things, the IRS concluded that an employee was subject to current taxation on
the excess of the cash surrender value of the policy over the premiums to be
returned to the employer. Purchasers of life insurance policies to be used in
split dollar arrangements are strongly advised to consult with a qualified tax
    
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   19
- --------------------------------------------------------------------------------
 
   
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.
    
 
   
                               LEGAL PROCEEDINGS
    
 
   
    There are no material legal proceedings pending to which the Separate
Account is a party.
    
 
   
                                 OTHER MATTERS
    
 
   
    LEGAL MATTERS -- Legal matters in connection with the issue and sale of
flexible premium variable life insurance Policies described in this Prospectus
and the organization of Hartford, its authority to issue the Policies under
Connecticut law and the validity of the forms of the Policies under Connecticut
law and legal matters relating to the federal securities and income tax laws
have been passed on by Lynda Godkin, Senior Vice President, General Counsel and
Corporate Secretary of Hartford.
    
 
   
                                   YEAR 2000
    
 
   
    IN GENERAL -- The Year 2000 issue relates to the ability or inability of
computer hardware, software and other information technology (IT) systems, as
well as non-IT systems, such as equipment and machinery with imbedded chips and
microprocessors, to properly process information and data containing or related
to dates beginning with the year 2000 and beyond. The Year 2000 issue exists
because, historically, many IT and non-IT systems that are in use today were
developed years ago when a year was identified using a two-digit date field
rather than a four-digit date field. As information and data containing or
related to the century date are introduced to date sensitive systems, these
systems may recognize the year 2000 as "1900", or not at all, which may result
in systems processing information incorrectly. This, in turn, may significantly
and adversely affect the integrity and reliability of information databases of
IT systems, may cause the malfunctioning of certain non-IT systems, and may
result in a wide variety of adverse consequences to a company. In addition, Year
2000 problems that occur with third parties with which a company does business,
such as suppliers, computer vendors, distributors and others, may also adversely
affect any given company.
    
 
   
    The integrity and reliability of Hartford's IT systems, as well as the
reliability of its non-IT systems, are integral aspects of Hartford's business.
Hartford issues insurance policies, annuities, mutual funds and other financial
products to individual and business customers, nearly all of which contain date
sensitive data, such as policy expiration dates, birth dates and premium payment
dates. In addition, various IT systems support communications and other systems
that integrate Hartford's various business segments and field offices. Hartford
also has business relationships with numerous third parties that affect
virtually all aspects of Hartford's business, including, without limitation,
suppliers, computer hardware and software vendors, insurance agents and brokers,
securities broker-dealers and other distributors of financial products, many of
which provide date sensitive data to Hartford, and whose operations are
important to Hartford's business.
    
 
   
    INTERNAL YEAR 2000 EFFORTS AND TIMETABLE -- Beginning in 1990, Hartford
began working on making its IT systems Year 2000 ready, either through
installing new programs or replacing systems. Since January 1998, Hartford's
Year 2000 efforts have focused on the remaining Year 2000 issues related to IT
and non-IT systems in all of Hartford's business segments. These Year 2000
efforts include the following five main initiatives: (1) identifying and
assessing Year 2000 issues; (2) taking actions to remediate IT and non-IT
systems so that they are Year 2000 ready; (3) testing IT and
    
<PAGE>
20                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
non-IT systems for Year 2000 readiness; (4) deploying such remediated and tested
systems back into their respective production environments; and (5) conducting
internal and external integrated testing of such systems. As of December 31,
1998, Hartford substantially completed initiatives (1) through (4) of its
internal Year 2000 efforts. Hartford has begun initiative (5) and management
currently anticipates that such activity will continue into the fourth quarter
of 1999.
    
 
   
    THIRD PARTY YEAR 2000 EFFORTS AND TIMETABLE -- Hartford's Year 2000 efforts
include assessing the potential impact on Hartford of third parties' Year 2000
readiness. Hartford's third party Year 2000 efforts include the following three
main initiatives: (1) identifying third parties which have significant business
relationships with Hartford, including, without limitation, insurance agents,
brokers, third party administrators, banks and other distributors and servicers
of financial products, and inquiring of such third parties regarding their Year
2000 readiness; (2) evaluating such third parties' responses to Hartford's
inquiries; and (3) based on the evaluation of third party responses (or a third
party's failure to respond) and the significance of the business relationship,
conducting additional activities with respect to third parties as determined to
be necessary in each case. These activities may include conducting additional
inquiries, more in-depth evaluations of Year 2000 readiness and plans, and
integrated IT systems testing. Hartford has completed the first third party
initiative and, as of early 1999, had substantially completed evaluating third
party responses received. Hartford has begun conducting the additional
activities described in initiative (3) and management currently anticipates that
it will continue to do so through the end of 1999. However, notwithstanding
these third party Year 2000 efforts, Hartford does not have control over these
third parties and, as a result, Hartford cannot currently determine to what
extent future operating results may be adversely affected by the failure of
these third parties to adequately address their Year 2000 issues.
    
 
   
    YEAR 2000 COSTS -- The costs of Hartford's Year 2000 program that were
incurred through the year ended December 31, 1997 were not material to
Hartford's financial condition or results of operations. The after-tax costs of
Hartford's Year 2000 efforts for the year ended December 31, 1998 were
approximately $3 million. Management currently estimates that after-tax costs
related to the Year 2000 program to be incurred in 1999 will be less than $10
million. These costs are being expensed as incurred.
    
 
   
    RISKS AND CONTINGENCY PLANS -- If significant Year 2000 problems arise,
including problems arising with third parties, failures of IT and non-IT systems
could occur, which in turn could result in substantial interruptions in
Hartford's business. In addition, Hartford's investing activities are an
important aspect of its business and Hartford may be exposed to the risk that
issuers of investments held by it will be adversely impacted by Year 2000
issues. Given the uncertain nature of Year 2000 problems that may arise,
especially those related to the readiness of third parties discussed above,
management cannot determine at this time whether the consequences of Year 2000
related problems that could arise will have a material impact on Hartford's
financial condition or results of operations.
    
 
   
    Hartford is in the process of developing certain contingency plans so that
if, despite its Year 2000 efforts, Year 2000 problems ultimately arise, the
impact of such problems may be avoided or minimized. These contingency plans are
being developed based on, among other things, known or reasonably anticipated
circumstances and potential vulnerabilities. The contingency planning also
includes assessing the dependency of Hartford's business on third parties and
their Year 2000 readiness. Hartford currently anticipates that internal and
external contingency plans will be substantially complete by the end of the
second quarter of 1999. However, in many contexts, Year 2000 issues are dynamic,
and ongoing assessments of business functions, vulnerabilities and risks must be
made. As such, new contingency plans may be needed in the future and/or existing
plans may need to be modified as circumstances warrant.
    
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   21
- --------------------------------------------------------------------------------
 
   
                           GLOSSARY OF SPECIAL TERMS
    
 
   
    As used in this Prospectus, the following terms have the indicated meanings:
    
 
   
ACCOUNT VALUE: The current value of the Sub-Accounts plus the value of the Loan
Account under the policy.
    
 
   
ACCUMULATION UNIT: A unit of measure we use to calculate the value of a
Sub-Account.
    
 
   
ANNUAL WITHDRAWAL AMOUNT: The amount of a surrender or partial surrender that is
not subject to the Surrender Charge. This amount in any Policy Year is the
greater of 10% of premiums or 100% of your Account Value minus premiums paid.
    
 
   
ANNUITY UNIT: A unit of measure we use to calculate the amount of annuity
payments.
    
 
   
CASH SURRENDER VALUE: The policy's Cash Value minus all Indebtedness.
    
 
   
CASH VALUE: The policy's Account Value minus any Surrender Charge and any
Unamortized Tax charge due upon surrender.
    
 
   
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 we will pay on the death of the Insured. This
equals the Death Benefit minus any Indebtedness.
    
 
   
DEDUCTION AMOUNT: A charge on the Policy Date and on each Monthly Activity Date
for the cost of insurance, Tax Expense charges under Option 1, an administrative
charge and a mortality and expense risk charge.
    
 
   
FACE AMOUNT: On the Policy Date, the Face Amount is the amount shown on the
policy's Specifications page. Thereafter, the Face Amount is reduced in
proportion to any partial surrenders.
    
 
   
HARTFORD, WE OR US: Hartford Life and Annuity Insurance Company.
    
 
   
HOME OFFICE: Currently located at 200 Hopmeadow Street, Simsbury, Connecticut;
however, the mailing address is P.O. Box 2999, Hartford, Connecticut 06104-2999.
    
 
   
INDEBTEDNESS: Monies you owe us, including all outstanding loans on the policy,
any interest due or accrued and any unpaid Deduction Amount or annual
maintenance fee arising during a grace period.
    
 
   
INSURED: The person on whose life the policy is issued.
    
 
   
ISSUE AGE: As of the Policy Date, the Insured's age on Insured's last birthday.
    
 
   
LOAN ACCOUNT: An account in our general account, established for any amounts
transferred from the Sub-Accounts for requested loans. The Loan Account credits
a fixed rate of interest that is not based on the investment experience of the
Separate Account.
    
 
   
MONTHLY ACTIVITY DATE: The day of each month on which any deductions or charges
are subtracted from Account Value of your policy. Monthly Activity Dates occur
on the same day of the month as the Policy Anniversary.
    
 
   
POLICY ANNIVERSARY: The yearly anniversary of the Policy Date.
    
 
   
POLICY DATE: The issue date of the policy.
    
 
   
POLICY LOAN RATE: The interest rate charged on policy loans.
    
 
   
POLICY OWNER OR YOU: The owner of the policy.
    
 
   
POLICY YEAR: The twelve months between Policy Anniversaries.
    
 
   
SUB-ACCOUNT VALUE: The current value of the Sub-Accounts.
    
 
   
SURRENDER CHARGE: A charge which may be assessed upon surrender of the policy or
partial surrenders in excess of the Annual Withdrawal Amount.
    
 
   
VALUATION DAY: The date on which the Sub-Account is valued. The Valuation Day is
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>
                                     PART B
<PAGE>
                                     HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
                      STATEMENT OF ADDITIONAL INFORMATION
                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                             SEPARATE ACCOUNT FIVE
    
 
   
    This Statement of Additional Information is not a prospectus. We will send
you a prospectus if you write us at P.O. Box 2999, Hartford, CT 06104-2999, or
if you call us at 1-800-231-5453.
    
 
   
DATE OF PROSPECTUS: MAY 3, 1999
DATE OF STATEMENT OF ADDITIONAL INFORMATION: MAY 3, 1999
    
<PAGE>
2                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
                               TABLE OF CONTENTS
    
 
   
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 <S>                                                                     <C>
 GENERAL INFORMATION AND HISTORY.......................................     3
 SERVICES..............................................................     6
 EXPERTS...............................................................     6
 DISTRIBUTION OF THE POLICIES..........................................     6
 ADDITIONAL INFORMATION ABOUT CHARGES..................................     7
 ILLUSTRATION OF BENEFITS..............................................     8
 FINANCIAL STATEMENTS..................................................  SA-1
</TABLE>
    
 
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION                                            3
- --------------------------------------------------------------------------------
 
   
                              GENERAL INFORMATION
                                  AND HISTORY
    
 
   
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- -----------------------------------------
    
 
   
    Hartford Life and Annuity Insurance Company 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, the District of
Columbia and Puerto Rico, except New York. On January 1, 1998, Hartford's name
changed from ITT Hartford Life and Annuity Insurance Company to Hartford Life
and Annuity Insurance Company. We were originally incorporated under the laws of
Wisconsin on January 9, 1956, and subsequently redomiciled to Connecticut. Our
offices are located in Simsbury, Connecticut; however, our mailing address is
P.O. Box 2999, Hartford, CT 06104-2999. We are ultimately controlled by The
Hartford Financial Services Group, Inc., one of the largest financial service
providers in the United States.
    
 
   
    The following table shows a brief description of the business experience of
officers and directors of Hartford Life and Annuity Insurance Company:
    
 
   
<TABLE>
<CAPTION>
                                    POSITION WITH HARTFORD;                OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME                        YEAR OF ELECTION                         FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS
- ---------------------------  -------------------------------------  ----------------------------------------------------------------
<S>                          <C>                                    <C>
Wendell J. Bossen            Vice President, 1995**                 Vice President (1992-Present), Hartford Life and Accident
                                                                      Insurance Company; Vice President (1992-Present), Hartford
                                                                      Life Insurance Company; President (1992-Present),
                                                                      International Corporate Marketing Group, Inc.
 
Gregory A. Boyko             Senior Vice President,                 Vice President & Controller (1995-1997), Hartford Life Insurance
                             Director, 1997*                          Company; Director (1997-Present); Senior Vice President
                                                                      (1997-Present), Chief Financial Officer & Treasurer
                                                                      (1997-1998); Vice President & Controller (1995-1997), Hartford
                                                                      Life and Accident Insurance Company; Director (1997-Present);
                                                                      Senior Vice President, Chief Financial Officer & Treasurer
                                                                      (1997-Present); Vice President and Controller (1995-1997),
                                                                      Hartford Life Insurance Company; Senior Vice President, Chief
                                                                      Financial Officer & Treasurer (1997-Present), Hartford Life,
                                                                      Inc.; Chief Financial Officer (1994-1995), IMG American Life;
                                                                      Senior Vice President (1992-1994), Connecticut Mutual Life
                                                                      Insurance Company.
 
Peter W. Cummins             Senior Vice President, 1997            Vice President (1993-1997), Hartford; Senior Vice President,
                                                                      (1997-Present); Vice President (1989-1997), Hartford Life and
                                                                      Accident Insurance Company; Senior Vice President
                                                                      (1997-Present); Vice President (1989-1997); Senior Vice
                                                                      President (1997-Present); Vice President (1989-1997), Hartford
                                                                      Life Insurance Company.
 
Timothy M. Fitch             Vice President, 1995                   Vice President (1995-Present); Actuary (1994-Present); Assistant
                             Actuary, 1997                            Vice President (1992-1995), Hartford Life and Accident
                                                                      Insurance Company; Vice President (1995-Present); Actuary
                                                                      (1994-Present); Assistant Vice President (1992-1995), Hartford
                                                                      Life Insurance Company.
</TABLE>
    
<PAGE>
 
4                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                    POSITION WITH HARTFORD;                OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME                        YEAR OF ELECTION                         FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS
- ---------------------------  -------------------------------------  ----------------------------------------------------------------
<S>                          <C>                                    <C>
Mary Jane B. Fortin          Vice President & Chief   Accounting    Vice President & Chief Accounting Office (1998-Present),
                             Officer, 1998                            Hartford Life Insurance Company; Vice President & Chief
                                                                      Accounting Officer, (1998-Present), Royal Life Insurance
                                                                      Company of America; Vice President & Chief Accounting Officer
                                                                      (1998-Present) Alpine Life Insurance Company; Chief Accounting
                                                                      Officer (1997-Present), Hartford Life, Inc.; Director, Finance
                                                                      (1995-1997), Value Health, Inc.; Senior Manager (1993-1995),
                                                                      Coopers and Lybrand; Audit Manager (1993-1996) Arthur Andersen
                                                                      & Co.
 
David T. Foy                 Senior Vice President &                Senior Vice President (1998-Present), Vice President (1998),
                             Treasurer, 1998                          Assistant Vice President (1995-1998), Hartford; Senior Vice
                                                                      President (1998-Present), Hartford Life and Accident Insurance
                                                                      Company; Director, Strategic Planning Corporate Finance
                                                                      (1995-1996), IA Product Development (1994-1995), Hartford;
                                                                      Various Actuarial Roles (1989-1993) Milliman & Robertson.
 
Lynda Godkin                 Senior Vice President, 1997            Assistant General Counsel and Secretary (1994-1995), Hartford;
                             General Counsel, 1996                    Director (1997-Present); Senior Vice President (1997-Present);
                             Corporate Secretary, 1996                General Counsel (1996-Present); Corporate Secretary
                             Director, 1997*                          (1995-Present); Associate General Counsel (1995-1996);
                                                                      Assistant General Counsel and Secretary (1994-1995); Counsel
                                                                      (1990-1994), Hartford Life and Accident Insurance Company;
                                                                      Senior Vice President (1997-Present); General Counsel
                                                                      (1996-Present); Corporate Secretary (1995-Present); Director
                                                                      (1997-Present); Associate General Counsel (1995-1996);
                                                                      Assistant General Counsel and Secretary (1994-1995); Counsel
                                                                      (1990-1994), Hartford Life Insurance Company; Vice President
                                                                      and General Counsel (1997-Present), Hartford Life, Inc.
 
Lois W. Grady                Senior Vice President, 1998            Vice President (1994-1998), Hartford; Senior Vice President
                             Vice President, 1994                     (1998-Present); Vice President (1993-1997); Assistant Vice
                                                                      President (1987-1993), Hartford Life and Accident Insurance
                                                                      Company; Senior Vice President (1998-Present); Vice President
                                                                      (1994-1997); Assistant Vice President (1987-1994), Hartford
                                                                      Life Insurance Company.
 
Stephen T. Joyce             Vice President, 1997                   Assistant Vice President (1995-1997), Hartford; Assistant Vice
                                                                      President (1994-1997), Hartford Life and Accident Insurance
                                                                      Company; Vice President (1997-Present); Assistant Vice
                                                                      President (1994-1997), Hartford Life Insurance Company.
 
Michael D. Keeler            Vice President, 1998                   Vice President (1998-Present); Hartford Life and Accident
                                                                      Insurance Company; Vice President (1995-1997), Providian
                                                                      Insurance; Supervisor/ Manager (1985-1995), U.S. West
                                                                      Communications.
</TABLE>
    
<PAGE>
 
STATEMENT OF ADDITIONAL INFORMATION                                            5
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                    POSITION WITH HARTFORD;                OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME                        YEAR OF ELECTION                         FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS
- ---------------------------  -------------------------------------  ----------------------------------------------------------------
<S>                          <C>                                    <C>
Robert A. Kerzner            Senior Vice President, 1998            Senior Vice President (1998-Present); Vice President
                             Vice President, 1997                     (1994-1998), Hartford; Senior Vice President (1998-Present);
                                                                      Vice President (1994-1997); Regional Vice President
                                                                      (1991-1994), Hartford Life Insurance Company.
 
Thomas M. Marra              Executive Vice President, 1996         Senior Vice President (1993-1996); Director of Individual
                             Director, Individual Life and            Annuities (1991-1993), Hartford; Director (1994-Present);
                             Annuity Division, 1993                   Executive Vice President (1995-Present); Director, Individual
                             Director, 1994*                          Life and Annuity Division (1994-Present); Senior Vice
                                                                      President (1994-1995); Vice President (1989-1994); Actuary
                                                                      (1987-1997), Hartford Life and Accident Insurance Company;
                                                                      Director (1994-Present); Executive Vice President
                                                                      (1995-Present); Director, Individual Life and Annuity Division
                                                                      (1994-Present); Senior Vice President (1994-1995); Vice
                                                                      President (1989-1994); Actuary (1987-1995), Hartford Life
                                                                      Insurance Company; Executive Vice President, Individual Life
                                                                      and Annuities (1997-Present), Hartford Life, Inc.
 
Steven L. Matthieson         Vice President, 1984                   Director of New Business (1984-1997), Hartford.
 
Craig R. Raymond             Senior Vice President, 1997            Vice President (1993-1997); Assistant Vice President
                             Chief Actuary, 1994                      (1992-1993); Actuary (1989-1994), Hartford; Senior Vice
                                                                      President (1997-Present); Chief Actuary (1995-Present); Vice
                                                                      President (1993-1997); Actuary (1990-1995), Hartford Life and
                                                                      Accident Insurance Company; Senior Vice President
                                                                      (1997-Present); Chief Actuary (1994-Present); Vice President
                                                                      (1993-1997); Assistant Vice President (1992-1993); Actuary
                                                                      (1989-1994), Hartford Life Insurance Company; Vice President
                                                                      and Chief Actuary (1997-Present), Hartford Life, Inc.
 
Lowndes A. Smith             President, 1989                        Chief Operating Officer (1989-1997), Hartford; Director
                             Chief Executive Officer, 1997            (1981-Present); President (1989-Present); Chief Executive
                             Director, 1985*                          Officer (1997-Present); Chief Operating Officer (1989-1997),
                                                                      Hartford Life and Accident Insurance Company; Director
                                                                      (1981-Present); President (1989-Present), Chief Executive
                                                                      Officer (1997-Present); Chief Operating Officer (1989-1997),
                                                                      Hartford Life Insurance Company; Chief Executive Officer and
                                                                      President and Director (1997-Present), Hartford Life, Inc.
 
David M. Znamierowski        Senior Vice President, 1997            Vice President (1997) Senior Vice President (1997) Director,
                             Director, 1998                           Risk Management Strategy (1996) Director (1998), Hartford;
                                                                      Director (1998-Present); Senior Vice President (1997-Present);
                                                                      Hartford Life and Accident Insurance Company; Vice President,
                                                                      Investment Strategy (1997-Present), Hartford Life, Inc.; Vice
                                                                      President, Investment Strategy & Policy (1991-1996), Aetna
                                                                      Life and Casualty.
</TABLE>
    
 
- ---------
 
   
 * Denotes date of election to Board of Directors of Hartford.
    
 
   
** Affiliated Company of The Hartford Financial Services Group, Inc.
    
 
   
    Unless otherwise indicated, the principal business address of each of the
above individuals is P.O. Box 2999, Hartford, CT 06104-2999.
    
<PAGE>
6                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
    SEPARATE ACCOUNT FIVE was established as a separate account under
Connecticut law on August 17, 1994. The Separate Account is classified as a unit
investment trust registered with the Securities and Exchange Commission under
the Investment Company Act of 1940.
    
 
   
                                    SERVICES
    
 
   
    SAFEKEEPING OF 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.
    
 
   
                                    EXPERTS
    
 
   
    INDEPENDENT PUBLIC ACCOUNTANTS -- The audited financial statements included
in this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports. Reference is made to the report on the statutory
financial statements of Hartford Life and Annuity Insurance Company which states
the statutory financial statements are presented in accordance with statutory
accounting practices prescribed or permitted by the National Association of
Insurance Commissioners and the State of Connecticut Insurance Department, and
are not presented in accordance with generally accepted accounting principles.
The principal business address of Arthur Andersen LLP is One Financial Plaza,
Hartford, Connecticut 06103.
    
 
   
    ACTUARIAL EXPERT -- The hypothetical Policy illustrations included in this
Statement of Additional Information 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.
    
 
   
                          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 Policies under applicable federal and
state laws. Each broker-dealer is registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 and all are members of the
National Association of Securities Dealers, Inc.
    
 
   
    Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account. Both
HESCO and HSD are affiliates of Hartford. The principal business address of
HESCO and HSD is the same as that of Hartford.
    
 
   
    The following table shows officers and directors of HSD:
    
 
   
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS         POSITIONS AND OFFICES
- -----------------------  ----------------------------------------
<S>                      <C>
Lowndes A. Smith         President and Chief Executive Officer,
                          Director
Thomas M. Marra          Executive Vice President, Director
Robert A. Kerzner        Executive Vice President
Lynda Godkin             Senior Vice President, General Counsel
                          and Corporate Secretary, Director
Peter W. Cummins         Senior Vice President
David T. Foy             Treasurer
George R. Jay            Controller
</TABLE>
    
 
   
    The maximum sales commission payable to Hartford agents, independent
registered insurance brokers, and other registered broker-dealers is 7.0% of
initial and subsequent premiums.
    
 
   
    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 the 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-
    
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION                                            7
- --------------------------------------------------------------------------------
 
   
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.
    
 
   
                             ADDITIONAL INFORMATION
                                 ABOUT CHARGES
    
 
   
    UNDERWRITING PROCEDURES -- To purchase a policy you must submit an
application to us. Generally, the minimum initial premium we accept is $10,000.
A policy will be issued only on the lives of insureds age 90 and under who
supply evidence of insurability satisfactory to us. Acceptance is subject to our
underwriting rules and we reserve the right to reject an application for any
reason. No change in the terms or conditions of a policy will be made without
your consent.
    
 
   
    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. The
guaranteed cost of insurance charge is a guaranteed maximum monthly rate,
multiplied by the Coverage Amount on the Policy Date or any Monthly Activity
Date. A table of guaranteed maximum 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. For standard risks that require full
underwriting, the guaranteed maximum cost of insurance rate is 100% of the 1980
Commissioner's Standard Ordinary Smoker/ Nonsmoker Sex Distinct Age Last
Birthday Mortality Table (1980 CSO Table). For standard risks eligible for
simplified underwriting, the guaranteed cost of insurance rate is 125% of the
1980 CSO table through age 90, grading to 100% of the 1980 CSO Table at age 100.
Substandard risks will be assessed a higher guaranteed maximum cost of insurance
rate that will not exceed rates based on a multiple of the 1980 CSO Table. The
multiple will be based on the insured's substandard rating. Unisex rates may be
required in some states.
    
<PAGE>
8                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
                ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES
                           AND CASH SURRENDER VALUES
    
 
   
    The tables illustrate the way in which a Policy operates. They show how the
death benefit and surrender value could vary over an extended period of time
assuming hypothetical gross rates of return equal to constant after tax annual
rates of 0%, 6% and 12%. The tables are based on an initial premium of $10,000.
A male age 45, a female age 55 and a male age 65 with Face Amounts of $44,053,
$34,014 and $20,001, respectively, are illustrated for the single life preferred
Policy for both Policy Owner Option 1 and Policy Owner Option 2. The
illustrations for the last survivor preferred Policy assume male and female of
equal ages, including age 55 and 65 for Face Amounts of $45,872 and $28,491.
    
 
   
    The death benefit and surrender value for a Policy would be different from
those shown if the rates of return averaged 0%, 6% and 12% over a period of
years, but also fluctuated above or below those averages for individual Policy
Years. They would also differ if any Policy loan were made during the period of
time illustrated.
    
 
   
    The tables reflect the deductions of current Policy charges for Policy Owner
Option 1 and Policy Owner Option 2 and guaranteed Policy charges for a single
gross interest rate. The death benefits and surrender values would change if the
current cost of insurance charges change.
    
 
   
    The amounts shown for the death benefit and surrender value as of the end of
each Policy Year take into account an average daily charge equal to an annual
charge of 0.62% of the average daily net assets of the Funds for investment
advisory and administrative services fees. The gross annual investment return
rates of 0%, 6% and 12% on the Fund's assets are equal to net annual investment
return rates (net of the annual charge of 0.62% described above) of -0.62%,
5.38% and 11.38%, respectively.
    
 
   
    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 "Changes to Policy or Separate Account -- Separate Account Taxes").
    
 
   
    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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    9
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,895          9,870       44,053      10,814        9,790       44,053
      2         11,025          11,838         10,822       44,053      11,664       10,651       44,053
      3         11,576          12,866         11,860       44,053      12,589       11,589       44,053
      4         12,155          13,985         13,145       44,053      13,595       12,761       44,053
      5         12,763          15,204         14,384       44,053      14,690       13,876       44,053
 
      6         13,401          16,533         15,938       44,053      15,882       15,293       44,053
      7         14,071          17,981         17,416       44,053      17,181       16,622       44,053
      8         14,775          19,558         19,230       44,053      18,596       18,273       44,053
      9         15,513          21,276         20,993       44,053      20,140       19,860       44,053
     10         16,289          23,149         23,119       44,053      21,827       21,797       44,053
 
     11         17,103          25,391         25,361       44,053      23,864       23,834       44,053
     12         17,959          27,855         27,825       44,053      26,118       26,088       44,053
     13         18,856          30,568         30,538       44,053      28,618       28,588       44,053
     14         19,799          33,576         33,546       46,334      31,398       31,368       44,053
     15         20,789          36,894         36,864       49,438      34,490       34,460       46,215
 
     16         21,829          40,550         40,520       52,714      37,905       37,875       49,276
     17         22,920          44,564         44,534       57,041      41,655       41,625       53,318
     18         24,066          48,971         48,941       61,704      45,772       45,742       57,673
     19         25,270          53,811         53,811       66,725      50,294       50,294       62,364
     20         26,533          59,159         59,159       72,174      55,292       55,292       67,456
 
     25         33,864          94,746         94,746      109,905      88,545       88,545      102,712
     35         55,160         242,623        242,623      257,180     226,591      226,591      240,186
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
10                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,308          9,297       44,053      10,226        9,216       44,053
      2         11,025          10,596          9,604       44,053      10,419        9,430       44,053
      3         11,576          10,891          9,921       44,053      10,606        9,641       44,053
      4         12,155          11,196         10,398       44,053      10,788        9,996       44,053
      5         12,763          11,511         10,737       44,053      10,962       10,195       44,053
 
      6         13,401          11,835         11,287       44,053      11,127       10,585       44,053
      7         14,071          12,169         11,648       44,053      11,278       10,764       44,053
      8         14,775          12,513         12,221       44,053      11,415       11,127       44,053
      9         15,513          12,868         12,606       44,053      11,531       11,272       44,053
     10         16,289          13,234         13,204       44,053      11,624       11,594       44,053
 
     11         17,103          13,721         13,691       44,053      11,785       11,755       44,053
     12         17,959          14,227         14,197       44,053      11,921       11,891       44,053
     13         18,856          14,753         14,723       44,053      12,028       11,998       44,053
     14         19,799          15,299         15,269       44,053      12,100       12,070       44,053
     15         20,789          15,867         15,837       44,053      12,131       12,101       44,053
 
     16         21,829          16,456         16,426       44,053      12,112       12,082       44,053
     17         22,920          17,069         17,039       44,053      12,036       12,006       44,053
     18         24,066          17,706         17,676       44,053      11,888       11,858       44,053
     19         25,270          18,368         18,338       44,053      11,655       11,625       44,053
     20         26,533          19,056         19,026       44,053      11,322       11,292       44,053
 
     25         33,864          22,920         22,890       44,053       7,445        7,415       44,053
     35         55,160          33,275         33,245       44,053          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   11
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.62% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500           9,722          8,744       44,053       9,639        8,669       44,053
      2         11,025           9,422          8,497       44,053       9,243        8,335       44,053
      3         11,576           9,130          8,256       44,053       8,840        7,992       44,053
      4         12,155           8,847          8,153       44,053       8,430        7,768       44,053
      5         12,763           8,571          7,920       44,053       8,010        7,399       44,053
 
      6         13,401           8,303          7,858       44,053       7,578        7,169       44,053
      7         14,071           8,043          7,631       44,053       7,132        6,763       44,053
      8         14,775           7,790          7,565       44,053       6,667        6,470       44,053
      9         15,513           7,544          7,344       44,053       6,180        6,011       44,053
     10         16,289           7,304          7,274       44,053       5,666        5,636       44,053
 
     11         17,103           7,129          7,099       44,053       5,165        5,135       44,053
     12         17,959           6,956          6,926       44,053       4,625        4,595       44,053
     13         18,856           6,788          6,758       44,053       4,042        4,012       44,053
     14         19,799           6,622          6,592       44,053       3,409        3,379       44,053
     15         20,789           6,460          6,430       44,053       2,720        2,690       44,053
 
     16         21,829           6,301          6,271       44,053       1,966        1,936       44,053
     17         22,920           6,146          6,116       44,053       1,135        1,105       44,053
     18         24,066           5,993          5,963       44,053         215          185        4,053
     19         25,270           5,844          5,814       44,053          --           --           --
     20          2,533           5,697          5,667       44,053          --           --           --
 
     25         33,864           5,008          4,978       44,053          --           --           --
     35         55,160           3,822          3,792       44,053          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
12                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,528          9,748       44,053      10,441        9,661       44,053
      2         11,025          11,513         10,733       44,053      11,329       10,549       44,053
      3         11,576          12,592         11,812       44,053      12,300       11,520       44,053
      4         12,155          13,777         13,147       44,053      13,363       12,733       44,053
      5         12,763          15,075         14,445       44,053      14,529       13,899       44,053
 
      6         13,401          16,500         16,070       44,053      15,808       15,378       44,053
      7         14,071          18,061         17,631       44,053      17,212       16,782       44,053
      8         14,775          19,774         19,544       44,053      18,754       18,524       44,053
      9         15,513          21,653         21,423       44,053      20,448       20,218       44,053
     10         16,289          23,713         23,683       44,053      22,314       22,284       44,053
 
     11         17,103          26,011         25,981       44,053      24,408       24,378       44,053
     12         17,959          28,535         28,505       44,053      26,726       26,696       44,053
     13         18,856          31,325         31,295       44,481      29,299       29,269       44,053
     14         19,799          34,414         34,384       47,491      32,161       32,131       44,382
     15         20,789          37,817         37,787       50,674      35,336       35,306       47,349
 
     16         21,829          41,564         41,534       54,033      38,835       38,805       50,485
     17         22,920          45,680         45,650       58,470      42,678       42,648       54,628
     18         24,066          50,199         50,199       63,250      46,898       46,868       59,091
     19         25,270          55,193         55,193       68,439      51,531       51,531       63,898
     20         26,533          60,679         60,679       74,028      56,653       56,653       69,116
 
     25         33,864          97,180         97,180      112,729      90,724       90,724      105,239
     35         55,160         248,855        248,855      263,786     232,167      232,167      246,096
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   13
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500           9,961          9,184       44,053       9,874        9,104       44,053
      2         11,025          10,304          9,524       44,053      10,118        9,338       44,053
      3         11,576          10,660          9,880       44,053      10,361        9,581       44,053
      4         12,155          11,029         10,399       44,053      10,601        9,971       44,053
      5         12,763          11,413         10,783       44,053      10,838       10,208       44,053
 
      6         13,401          11,811         11,381       44,053      11,070       10,640       44,053
      7         14,071          12,223         11,793       44,053      11,294       10,864       44,053
      8         14,775          12,651         12,421       44,053      11,507       11,277       44,053
      9         15,513          13,096         12,866       44,053      11,704       11,474       44,053
     10         16,289          13,557         13,527       44,053      11,884       11,854       44,053
 
     11         17,103          14,056         14,026       44,053      12,060       12,030       44,053
     12         17,959          14,575         14,545       44,053      12,212       12,182       44,053
     13         18,856          15,114         15,084       44,053      12,336       12,306       44,053
     14         19,799          15,675         15,645       44,053      12,427       12,397       44,053
     15         20,789          16,257         16,227       44,053      12,478       12,448       44,053
 
     16         21,829          16,862         16,832       44,053      12,481       12,451       44,053
     17         22,920          17,491         17,461       44,053      12,429       12,399       44,053
     18         24,066          18,144         18,114       44,053      12,307       12,277       44,053
     19         25,270          18,823         18,793       44,053      12,104       12,074       44,053
     20         26,533          19,529         19,499       44,053      11,803       11,773       44,053
 
     25         33,864          23,493         23,463       44,053       8,160        8,130       44,053
     35         55,160          34,116         34,086       44,053          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
14                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.62% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500           9,394          8,659       44,053       9,307        8,579       44,053
      2         11,025           9,162          8,445       44,053       8,975        8,272       44,053
      3         11,576           8,936          8,236       44,053       8,634        7,956       44,053
      4         12,155           8,715          8,162       44,053       8,281        7,754       44,053
      5         12,763           8,498          7,958       44,053       7,916        7,411       44,053
 
      6         13,401           8,286          7,924       44,053       7,536        7,204       44,053
      7         14,071           8,078          7,725       44,053       7,137        6,822       44,053
      8         14,775           7,875          7,688       44,053       6,717        6,553       44,053
      9         15,513           7,677          7,493       44,053       6,271        6,116       44,053
     10         16,289           7,482          7,452       44,053       5,795        5,765       44,053
 
     11         17,103           7,303          7,273       44,053       5,294        5,264       44,053
     12         17,959           7,127          7,097       44,053       4,753        4,723       44,053
     13         18,856           6,955          6,925       44,053       4,170        4,140       44,053
     14         19,799           6,786          6,756       44,053       3,538        3,508       44,053
     15         20,789           6,621          6,591       44,053       2,849        2,819       44,053
 
     16         21,829           6,459          6,429       44,053       2,094        2,064       44,053
     17         22,920           6,300          6,270       44,053       1,265        1,235       44,053
     18         24,066           6,145          6,115       44,053         345          315       44,053
     19         25,270           5,992          5,962       44,053          --           --           --
     20         26,533           5,843          5,813       44,053          --           --           --
 
     25         33,864           5,139          5,109       44,053          --           --           --
     35         55,160           3,929          3,899       44,053          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   15
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,895          9,870       34,014      10,768        9,746       34,014
      2         11,025          11,838         10,822       34,014      11,571       10,559       34,014
      3         11,576          12,866         11,860       34,014      12,445       11,447       34,014
      4         12,155          13,985         13,145       34,014      13,400       12,569       34,014
      5         12,763          15,204         14,384       34,014      14,444       13,633       34,014
 
      6         13,401          16,533         15,938       34,014      15,585       14,999       34,014
      7         14,071          17,981         17,416       34,014      16,833       16,277       34,014
      8         14,775          19,558         19,230       34,014      18,198       17,877       34,014
      9         15,513          21,276         20,993       34,014      19,692       19,413       34,014
     10         16,289          23,149         23,119       34,014      21,332       21,302       34,014
 
     11         17,103          25,392         25,362       34,014      23,326       23,296       34,014
     12         17,959          27,881         27,851       34,014      25,552       25,522       34,014
     13         18,856          30,664         30,634       36,184      28,047       28,017       34,014
     14         19,799          33,732         33,702       39,466      30,842       30,812       36,085
     15         20,789          37,105         37,075       43,042      33,924       33,894       39,351
 
     16         21,829          40,815         40,785       46,937      37,313       37,283       42,909
     17         22,920          44,906         44,876       50,744      41,050       41,020       46,386
     18         24,066          49,422         49,392       54,858      45,175       45,145       50,143
     19         25,270          54,411         54,411       59,307      49,732       49,702       54,207
     20         26,533          59,912         59,912       65,304      54,727       54,727       59,652
 
     25         33,864          96,858         96,858      102,669      88,476       88,476       93,784
     35         55,160         248,728        248,728      261,164     223,856      223,856      235,049
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,308          9,297       34,014      10,181        9,172       34,014
      2         11,025          10,596          9,604       34,014      10,326        9,339       34,014
      3         11,576          10,891          9,921       34,014      10,463        9,500       34,014
      4         12,155          11,196         10,398       34,014      10,594        9,805       34,014
      5         12,763          11,511         10,737       34,014      10,715        9,951       34,014
 
      6         13,401          11,835         11,287       34,014      10,824       10,286       34,014
      7         14,071          12,169         11,648       34,014      10,917       10,405       34,014
      8         14,775          12,513         12,221       34,014      10,987       10,702       34,014
      9         15,513          12,868         12,606       34,014      11,027       10,769       34,014
     10         16,289          13,234         13,204       34,014      11,031       11,001       34,014
 
     11         17,103          13,721         13,691       34,014      11,087       11,057       34,014
     12         17,959          14,227         14,197       34,014      11,104       11,074       34,014
     13         18,856          14,753         14,723       34,014      11,078       11,048       34,014
     14         19,799          15,299         15,269       34,014      11,007       10,977       34,014
     15         20,789          15,867         15,837       34,014      10,881       10,851       34,014
 
     16         21,829          16,456         16,426       34,014      10,686       10,656       34,014
     17         22,920          17,069         17,039       34,014      10,404       10,374       34,014
     18         24,066          17,706         17,676       34,014      10,009        9,979       34,014
     19         25,270          18,368         18,338       34,014       9,471        9,441       34,014
     20         26,533          19,056         19,026       34,014       8,754        8,724       34,014
 
     25         33,864          22,920         22,890       34,014         784          754       34,014
     35         55,160          33,275         33,245       34,938          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   17
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.62% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500           9,722          8,744       34,014       9,595        8,629       34,014
      2         11,025           9,422          8,497       34,014       9,151        8,252       34,014
      3         11,576           9,130          8,256       34,014       8,700        7,865       34,014
      4         12,155           8,847          8,153       34,014       8,239        7,591       34,014
      5         12,763           8,571          7,920       34,014       7,768        7,175       34,014
 
      6         13,401           8,303          7,858       34,014       7,282        6,888       34,014
      7         14,071           8,043          7,631       34,014       6,777        6,425       34,014
      8         14,775           7,790          7,565       34,014       6,245        6,059       34,014
      9         15,513           7,544          7,344       34,014       5,678        5,521       34,014
     10         16,289           7,304          7,274       34,014       5,071        5,041       34,014
 
     11         17,103           7,129          7,099       34,014       4,454        4,424       34,014
     12         17,959           6,956          6,926       34,014       3,782        3,752       34,014
     13         18,856           6,788          6,758       34,014       3,051        3,021       34,014
     14         19,799           6,622          6,592       34,014       2,254        2,224       34,014
     15         20,789           6,460          6,430       34,014       1,383        1,353       34,014
 
     16         21,829           6,301          6,271       34,014         420          390        3,014
     17         22,920           6,146          6,116       34,014          --           --           --
     18         24,066           5,993          5,963       34,014          --           --           --
     19         25,270           5,844          5,814       34,014          --           --           --
     20         26,533           5,697          5,667       34,014          --           --           --
 
     25         33,864           5,008          4,978       34,014          --           --           --
     35         55,160           3,822          3,792       34,014          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
18                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,528          9,748       34,014      10,395        9,615       34,014
      2         11,025          11,513         10,733       34,014      11,231       10,451       34,014
      3         11,576          12,592         11,812       34,014      12,149       11,369       34,014
      4         12,155          13,777         13,147       34,014      13,159       12,529       34,014
      5         12,763          15,075         14,445       34,014      14,270       13,640       34,014
 
      6         13,401          16,500         16,070       34,014      15,495       15,065       34,014
      7         14,071          18,061         17,631       34,014      16,843       16,413       34,014
      8         14,775          19,774         19,544       34,014      18,330       18,100       34,014
      9         15,513          21,653         21,423       34,014      19,970       19,740       34,014
     10         16,289          23,713         23,683       34,014      21,785       21,755       34,014
 
     11         17,103          26,016         25,986       34,014      23,835       23,805       34,014
     12         17,959          28,584         28,554       34,014      26,126       26,096       34,014
     13         18,856          31,444         31,414       37,103      28,695       28,665       34,014
     14         19,799          34,590         34,560       40,469      31,562       31,532       36,927
     15         20,789          38,050         38,020       44,137      34,717       34,687       40,271
 
     16         21,829          41,855         41,825       48,132      38,185       38,155       43,913
     17         22,920          46,051         46,021       52,037      42,011       41,981       47,472
     18         24,066          50,683         50,683       56,257      46,233       46,203       51,318
     19         25,270          55,833         55,833       60,857      50,898       50,898       55,478
     20         26,533          61,478         61,478       67,010      56,044       56,044       61,088
 
     25         33,864          99,389         99,389      105,352      90,605       90,605       96,041
     35         55,160         255,229        255,229      267,990     229,242      229,242      240,704
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   19
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500           9,961          9,184       34,014       9,828        9,061       34,014
      2         11,025          10,304          9,524       34,014      10,022        9,242       34,014
      3         11,576          10,660          9,880       34,014      10,212        9,432       34,014
      4         12,155          11,029         10,399       34,014      10,399        9,769       34,014
      5         12,763          11,413         10,783       34,014      10,581        9,951       34,014
 
      6         13,401          11,811         11,381       34,014      10,754       10,324       34,014
      7         14,071          12,223         11,793       34,014      10,916       10,486       34,014
      8         14,775          12,651         12,421       34,014      11,059       10,829       34,014
      9         15,513          13,096         12,866       34,014      11,177       10,947       34,014
     10         16,289          13,557         13,527       34,014      11,265       11,235       34,014
 
     11         17,103          14,056         14,026       34,014      11,335       11,305       34,014
     12         17,959          14,575         14,545       34,014      11,369       11,339       34,014
     13         18,856          15,114         15,084       34,014      11,362       11,332       34,014
     14         19,799          15,675         15,645       34,014      11,310       11,280       34,014
     15         20,789          16,257         16,227       34,014      11,206       11,176       34,014
 
     16         21,829          16,862         16,832       34,014      11,036       11,006       34,014
     17         22,920          17,491         17,461       34,014      10,782       10,752       34,014
     18         24,066          18,144         18,114       34,014      10,418       10,388       34,014
     19         25,270          18,823         18,793       34,014       9,915        9,885       34,014
     20         26,533          19,529         19,499       34,014       9,240        9,210       34,014
 
     25         33,864          23,493         23,463       34,014       1,615        1,585       34,014
     35         55,160          34,116         34,086       35,822          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
20                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.62% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500           9,394          8,659       34,014       9,261        8,537       34,014
      2         11,025           9,162          8,445       34,014       8,881        8,185       34,014
      3         11,576           8,936          8,236       34,014       8,488        7,822       34,014
      4         12,155           8,715          8,162       34,014       8,084        7,569       34,014
      5         12,763           8,498          7,958       34,014       7,666        7,176       34,014
 
      6         13,401           8,286          7,924       34,014       7,229        6,910       34,014
      7         14,071           8,078          7,725       34,014       6,770        6,469       34,014
      8         14,775           7,875          7,688       34,014       6,280        6,125       34,014
      9         15,513           7,677          7,493       34,014       5,752        5,607       34,014
     10         16,289           7,482          7,452       34,014       5,179        5,149       34,014
 
     11         17,103           7,303          7,273       34,014       4,563        4,533       34,014
     12         17,959           7,127          7,097       34,014       3,892        3,862       34,014
     13         18,856           6,955          6,925       34,014       3,161        3,131       34,014
     14         19,799           6,786          6,756       34,014       2,366        2,336       34,014
     15         20,789           6,621          6,591       34,014       1,496        1,466       34,014
 
     16         21,829           6,459          6,429       34,014         535          505       34,014
     17         22,920           6,300          6,270       34,014          --           --           --
     18         24,066           6,145          6,115       34,014          --           --           --
     19         25,270           5,992          5,962       34,014          --           --           --
     20         26,533           5,843          5,813       34,014          --           --           --
 
     25         33,864           5,139          5,109       34,014          --           --           --
     35         55,160           3,929          3,899       34,014          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   21
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,895          9,870       20,001      10,683        9,662       20,001
      2         11,025          11,838         10,822       20,001      11,390       10,382       20,001
      3         11,576          12,866         11,860       20,001      12,162       11,169       20,001
      4         12,155          13,985         13,145       20,001      13,010       12,184       20,001
      5         12,763          15,204         14,384       20,001      13,948       13,144       20,001
 
      6         13,401          16,533         15,938       20,001      14,994       14,414       20,001
      7         14,071          17,981         17,416       20,318      16,171       15,620       20,001
      8         14,775          19,564         19,236       21,715      17,508       17,191       20,001
      9         15,513          21,301         21,018       23,218      19,039       18,761       20,752
     10         16,289          23,181         23,151       25,267      20,715       20,685       22,579
 
     11         17,103          25,435         25,405       27,470      22,726       22,696       24,544
     12         17,959          27,918         27,888       29,871      24,941       24,911       26,686
     13         18,856          30,629         30,599       32,773      27,358       27,328       29,272
     14         19,799          33,619         33,589       35,636      30,025       29,995       31,826
     15         20,789          36,891         36,861       39,104      32,937       32,907       34,912
 
     16         21,829          40,500         40,470       42,525      36,156       36,126       37,963
     17         22,920          44,449         44,419       46,671      39,669       39,639       41,652
     18         24,066          48,785         48,755       51,224      43,498       43,468       45,673
     19         25,270          53,548         53,548       56,225      47,665       47,635       50,048
     20         26,533          58,812         58,812       61,753      52,193       52,193       54,802
 
     25         33,864          93,991         93,991       98,690      81,366       81,366       85,434
     35         55,160         240,259        240,259      242,661     201,657      201,657      203,673
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
22                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,308          9,297       20,001      10,093        9,086       20,001
      2         11,025          10,596          9,604       20,001      10,130        9,147       20,001
      3         11,576          10,891          9,921       20,001      10,136        9,179       20,001
      4         12,155          11,196         10,398       20,001      10,108        9,327       20,001
      5         12,763          11,511         10,737       20,001      10,038        9,283       20,001
 
      6         13,401          11,835         11,287       20,001       9,918        9,392       20,001
      7         14,071          12,169         11,648       20,001       9,734        9,242       20,001
      8         14,775          12,513         12,221       20,001       9,472        9,205       20,001
      9         15,513          12,868         12,606       20,001       9,112        8,877       20,001
     10         16,289          13,234         13,204       20,001       8,631        8,601       20,001
 
     11         17,103          13,721         13,691       20,001       8,075        8,045       20,001
     12         17,959          14,227         14,197       20,001       7,341        7,311       20,001
     13         18,856          14,753         14,723       20,001       6,389        6,359       20,001
     14         19,799          15,299         15,269       20,001       5,163        5,133       20,001
     15         20,789          15,867         15,837       20,001       3,585        3,555       20,001
 
     16         21,829          16,456         16,426       20,001       1,544        1,514       20,001
     17         22,920          17,069         17,039       20,001          --           --           --
     18         24,066          17,706         17,676       20,001          --           --           --
     19         25,270          18,368         18,338       20,001          --           --           --
     20         26,533          19,056         19,026       20,008          --           --           --
 
     25         33,864          22,920         22,890       24,066          --           --           --
     35         55,160          33,302         33,272       33,635          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   23
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.62% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500           9,722          8,744       20,001       9,504        8,547       20,001
      2         11,025           9,422          8,497       20,001       8,942        8,062       20,001
      3         11,576           9,130          8,256       20,001       8,339        7,538       20,001
      4         12,155           8,847          8,153       20,001       7,687        7,081       20,001
      5         12,763           8,571          7,920       20,001       6,976        6,440       20,001
 
      6         13,401           8,303          7,858       20,001       6,193        5,853       20,001
      7         14,071           8,043          7,631       20,001       5,320        5,037       20,001
      8         14,775           7,790          7,565       20,001       4,334        4,196       20,001
      9         15,513           7,544          7,344       20,001       3,208        3,106       20,001
     10         16,289           7,304          7,274       20,001       1,909        1,879       20,001
 
     11         17,103           7,129          7,099       20,001         411          381       20,001
     12         17,959           6,956          6,926       20,001          --           --           --
     13         18,856           6,788          6,758       20,001          --           --           --
     14         19,799           6,622          6,592       20,001          --           --           --
     15         20,789           6,460          6,430       20,001          --           --           --
 
     16         21,829           6,301          6,271       20,001          --           --           --
     17         22,920           6,146          6,116       20,001          --           --           --
     18         24,066           5,993          5,963       20,001          --           --           --
     19         25,270           5,844          5,814       20,001          --           --           --
     20         26,533           5,697          5,667       20,001          --           --           --
 
     25         33,864           5,008          4,978       20,001          --           --           --
     35         55,160           3,822          3,792       20,001          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
24                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,528          9,748       20,001      10,300        9,520       20,001
      2         11,025          11,513         10,733       20,001      11,031       10,251       20,001
      3         11,576          12,592         11,812       20,001      11,834       11,054       20,001
      4         12,155          13,777         13,147       20,001      12,721       12,091       20,001
      5         12,763          15,075         14,445       20,001      13,710       13,080       20,001
 
      6         13,401          16,500         16,070       20,001      14,820       14,390       20,001
      7         14,071          18,061         17,631       20,409      16,078       15,648       20,001
      8         14,775          19,781         19,551       21,956      17,518       17,288       20,001
      9         15,513          21,678         21,448       23,629      19,175       18,945       20,900
     10         16,289          23,746         23,716       25,883      21,000       20,970       22,890
 
     11         17,103          26,056         26,026       28,140      23,039       23,009       24,882
     12         17,959          28,600         28,570       30,601      25,285       25,255       27,054
     13         18,856          31,378         31,348       33,574      27,736       27,706       29,677
     14         19,799          34,442         34,412       36,508      30,440       30,410       32,266
     15         20,789          37,795         37,765       40,062      33,393       33,363       35,396
 
     16         21,829          41,493         41,463       43,568      36,656       36,626       38,489
     17         22,920          45,539         45,509       47,816      40,219       40,189       42,229
     18         24,066          49,983         49,953       52,482      44,101       44,071       46,306
     19         25,270          54,864         54,864       57,607      48,327       48,297       50,743
     20         26,533          60,258         60,258       63,270      52,918       52,918       55,563
 
     25         33,864          96,301         96,301      101,115      82,496       82,496       86,621
     35         55,160         246,162        246,162      248,623     204,458      204,458      206,502
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   25
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500           9,961          9,184       20,001       9,731        8,971       20,001
      2         11,025          10,304          9,524       20,001       9,808        9,043       20,001
      3         11,576          10,660          9,880       20,001       9,858        9,088       20,001
      4         12,155          11,029         10,399       20,001       9,874        9,252       20,001
      5         12,763          11,413         10,783       20,001       9,852        9,231       20,001
 
      6         13,401          11,811         11,381       20,001       9,782        9,361       20,001
      7         14,071          12,223         11,793       20,001       9,652        9,236       20,001
      8         14,775          12,651         12,421       20,001       9,447        9,228       20,001
      9         15,513          13,096         12,866       20,001       9,148        8,935       20,001
     10         16,289          13,557         13,527       20,001       8,733        8,703       20,001
 
     11         17,103          14,056         14,026       20,001       8,189        8,159       20,001
     12         17,959          14,575         14,545       20,001       7,472        7,442       20,001
     13         18,856          15,114         15,084       20,001       6,539        6,509       20,001
     14         19,799          15,675         15,645       20,001       5,337        5,307       20,001
     15         20,789          16,257         16,227       20,001       3,788        3,758       20,001
 
     16         21,829          16,862         16,832       20,001       1,784        1,754       20,001
     17         22,920          17,491         17,461       20,001          --           --           --
     18         24,066          18,144         18,114       20,001          --           --           --
     19         25,270          18,823         18,793       20,001          --           --           --
     20         26,533          19,529         19,499       20,505          --           --           --
 
     25         33,864          23,493         23,463       24,667          --           --           --
     35         55,160          34,145         34,115       34,486          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
26                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.62% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500           9,394          8,659       20,001       9,162        8,445       20,001
      2         11,025           9,162          8,445       20,001       8,656        7,977       20,001
      3         11,576           8,936          8,236       20,001       8,104        7,466       20,001
      4         12,155           8,715          8,162       20,001       7,500        7,020       20,001
      5         12,763           8,498          7,958       20,001       6,832        6,392       20,001
 
      6         13,401           8,286          7,924       20,001       6,088        5,815       20,001
      7         14,071           8,078          7,725       20,001       5,250        5,010       20,001
      8         14,775           7,875          7,688       20,001       4,293        4,177       20,001
      9         15,513           7,677          7,493       20,001       3,190        3,096       20,001
     10         16,289           7,482          7,452       20,001       1,907        1,877       20,001
 
     11         17,103           7,303          7,273       20,001         409          379       20,001
     12         17,959           7,127          7,097       20,001          --           --           --
     13         18,856           6,955          6,925       20,001          --           --           --
     14         19,799           6,786          6,756       20,001          --           --           --
     15         20,789           6,621          6,591       20,001          --           --           --
 
     16         21,829           6,459          6,429       20,001          --           --           --
     17         22,920           6,300          6,270       20,001          --           --           --
     18         24,066           6,145          6,115       20,001          --           --           --
     19         25,270           5,992          5,962       20,001          --           --           --
     20         26,533           5,843          5,813       20,001          --           --           --
 
     25         33,864           5,139          5,109       20,001          --           --           --
     35         55,160           3,929          3,899       20,001          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   27
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                ISSUE AGE: 55 MALE PREFERRED/55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,964          9,937       45,872      10,964        9,937       45,872
      2         11,025          11,980         10,961       45,872      11,980       10,961       45,872
      3         11,576          13,088         12,079       45,872      13,088       12,079       45,872
      4         12,155          14,294         13,449       45,872      14,294       13,449       45,872
      5         12,763          15,606         14,781       45,872      15,606       14,781       45,872
 
      6         13,401          17,034         16,434       45,872      17,034       16,434       45,872
      7         14,071          18,589         18,019       45,872      18,589       18,019       45,872
      8         14,775          20,279         19,948       45,872      20,279       19,948       45,872
      9         15,513          22,118         21,833       45,872      22,118       21,833       45,872
     10         16,289          24,119         24,089       45,872      24,119       24,089       45,872
 
     11         17,103          26,511         26,481       45,872      26,511       26,481       45,872
     12         17,959          29,145         29,115       45,872      29,145       29,115       45,872
     13         18,856          32,051         32,021       45,872      32,051       32,021       45,872
     14         19,799          35,267         35,237       45,872      35,267       35,237       45,872
     15         20,789          38,839         38,809       45,872      38,839       38,809       45,872
 
     16         21,829          42,806         42,776       49,226      42,806       42,776       49,226
     17         22,920          47,181         47,151       53,314      47,181       47,151       53,314
     18         24,066          52,004         52,004       57,724      52,004       52,004       57,724
     19         25,270          57,359         57,359       62,521      57,359       57,359       62,521
     20         26,533          63,237         63,237       68,927      63,237       63,237       68,927
 
     25         33,864         102,656        102,656      108,815     102,656      102,656      108,815
     35         55,160         266,613        266,613      279,943     259,988      259,988      272,987
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
28                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                ISSUE AGE: 55 MALE PREFERRED/55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,373          9,359       45,872      10,373        9,359       45,872
      2         11,025          10,722          9,727       45,872      10,722        9,727       45,872
      3         11,576          11,076         10,102       45,872      11,076       10,102       45,872
      4         12,155          11,433         10,632       45,872      11,433       10,632       45,872
      5         12,763          11,793         11,015       45,872      11,793       11,015       45,872
 
      6         13,401          12,152         11,601       45,872      12,152       11,601       45,872
      7         14,071          12,515         11,991       45,872      12,509       11,985       45,872
      8         14,775          12,890         12,595       45,872      12,860       12,565       45,872
      9         15,513          13,276         13,013       45,872      13,198       12,935       45,872
     10         16,289          13,675         13,645       45,872      13,520       13,490       45,872
 
     11         17,103          14,201         14,171       45,872      13,930       13,900       45,872
     12         17,959          14,747         14,717       45,872      14,319       14,289       45,872
     13         18,856          15,316         15,286       45,872      14,679       14,649       45,872
     14         19,799          15,909         15,879       45,872      15,004       14,974       45,872
     15         20,789          16,525         16,495       45,872      15,282       15,252       45,872
 
     16         21,829          17,166         17,136       45,872      15,501       15,471       45,872
     17         22,920          17,834         17,804       45,872      15,642       15,612       45,872
     18         24,066          18,528         18,498       45,872      15,682       15,652       45,872
     19         25,270          19,251         19,221       45,872      15,589       15,559       45,872
     20         26,533          20,004         19,974       45,872      15,330       15,300       45,872
 
     25         33,864          24,250         24,220       45,872       9,799        9,769       45,872
     35         55,160          35,763         35,733       45,872          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   29
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                ISSUE AGE: 55 MALE PREFERRED/55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.62% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500           9,782          8,798       45,872       9,782        8,798       45,872
      2         11,025           9,533          8,597       45,872       9,533        8,597       45,872
      3         11,576           9,280          8,392       45,872       9,280        8,392       45,872
      4         12,155           9,023          8,317       45,872       9,023        8,317       45,872
      5         12,763           8,759          8,094       45,872       8,759        8,094       45,872
 
      6         13,401           8,499          8,044       45,872       8,486        8,032       45,872
      7         14,071           8,246          7,824       45,872       8,200        7,780       45,872
      8         14,775           7,999          7,769       45,872       7,896        7,669       45,872
      9         15,513           7,758          7,554       45,872       7,570        7,369       45,872
     10         16,289           7,524          7,494       45,872       7,213        7,183       45,872
 
     11         17,103           7,355          7,325       45,872       6,876        6,846       45,872
     12         17,959           7,190          7,160       45,872       6,491        6,461       45,872
     13         18,856           7,027          6,997       45,872       6,048        6,018       45,872
     14         19,799           6,867          6,837       45,872       5,538        5,508       45,872
     15         20,789           6,710          6,680       45,872       4,948        4,918       45,872
 
     16         21,829           6,556          6,526       45,872       4,259        4,229       45,872
     17         22,920           6,405          6,375       45,872       3,448        3,418       45,872
     18         24,066           6,257          6,227       45,872       2,482        2,452       45,872
     19         25,270           6,111          6,081       45,872       1,319        1,289       45,872
     20         26,533           5,968          5,938       45,872          --           --           --
 
     25         33,864           5,293          5,263       45,872          --           --           --
     35         55,160           4,118          4,088       45,872          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
30                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                ISSUE AGE: 55 MALE PREFERRED/55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,594          9,814       45,872      10,594        9,814       45,872
      2         11,025          11,650         10,870       45,872      11,650       10,870       45,872
      3         11,576          12,809         12,029       45,872      12,809       12,029       45,872
      4         12,155          14,079         13,449       45,872      14,079       13,449       45,872
      5         12,763          15,471         14,841       45,872      15,471       14,841       45,872
 
      6         13,401          16,996         16,566       45,872      16,996       16,566       45,872
      7         14,071          18,668         18,238       45,872      18,668       18,238       45,872
      8         14,775          20,500         20,270       45,872      20,500       20,270       45,872
      9         15,513          22,508         22,278       45,872      22,508       22,278       45,872
     10         16,289          24,709         24,679       45,872      24,709       24,679       45,872
 
     11         17,103          27,167         27,137       45,872      27,167       27,137       45,872
     12         17,959          29,874         29,844       45,872      29,874       29,844       45,872
     13         18,856          32,864         32,834       45,872      32,864       32,834       45,872
     14         19,799          36,175         36,145       45,872      36,175       36,145       45,872
     15         20,789          39,855         39,825       46,231      39,855       39,825       46,231
 
     16         21,829          43,930         43,900       50,519      43,930       43,900       50,519
     17         22,920          48,421         48,391       54,715      48,421       48,391       54,715
     18         24,066          53,372         53,372       59,242      53,372       53,372       59,242
     19         25,270          58,867         58,867       64,165      58,867       58,867       64,165
     20         26,533          64,899         64,899       70,740      64,899       64,899       70,740
 
     25         33,864         105,355        105,355      111,676     105,355      105,355      111,676
     35         55,160         273,623        273,623      287,304     266,825      266,825      280,165
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   31
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                ISSUE AGE: 55 MALE PREFERRED/55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,023          9,243       45,872      10,023        9,243       45,872
      2         11,025          10,426          9,646       45,872      10,426        9,646       45,872
      3         11,576          10,839         10,059       45,872      10,839       10,059       45,872
      4         12,155          11,261         10,631       45,872      11,261       10,631       45,872
      5         12,763          11,690         11,060       45,872      11,690       11,060       45,872
 
      6         13,401          12,124         11,694       45,872      12,124       11,694       45,872
      7         14,071          12,568         12,138       45,872      12,562       12,132       45,872
      8         14,775          13,028         12,798       45,872      12,999       12,769       45,872
      9         15,513          13,507         13,277       45,872      13,431       13,201       45,872
     10         16,289          14,004         13,974       45,872      13,853       13,823       45,872
 
     11         17,103          14,543         14,513       45,872      14,280       14,250       45,872
     12         17,959          15,104         15,074       45,872      14,688       14,658       45,872
     13         18,856          15,687         15,657       45,872      15,068       15,038       45,872
     14         19,799          16,295         16,265       45,872      15,414       15,384       45,872
     15         20,789          16,927         16,897       45,872      15,717       15,687       45,872
 
     16         21,829          17,584         17,554       45,872      15,962       15,932       45,872
     17         22,920          18,269         18,239       45,872      16,133       16,103       45,872
     18         24,066          18,981         18,951       45,872      16,206       16,176       45,872
     19         25,270          19,723         19,693       45,872      16,152       16,122       45,872
     20         26,533          20,494         20,464       45,872      15,937       15,907       45,872
 
     25         33,864          24,849         24,819       45,872      10,777       10,747       45,872
     35         55,160          36,655         36,625       45,872          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
32                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                ISSUE AGE: 55 MALE PREFERRED/55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.62% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500           9,452          8,713       45,872       9,452        8,713       45,872
      2         11,025           9,270          8,545       45,872       9,270        8,545       45,872
      3         11,576           9,082          8,371       45,872       9,082        8,371       45,872
      4         12,155           8,887          8,324       45,872       8,887        8,324       45,872
      5         12,763           8,682          8,131       45,872       8,682        8,131       45,872
 
      6         13,401           8,479          8,110       45,872       8,465        8,097       45,872
      7         14,071           8,280          7,918       45,872       8,233        7,874       45,872
      8         14,775           8,084          7,893       45,872       7,981        7,792       45,872
      9         15,513           7,893          7,705       45,872       7,704        7,520       45,872
     10         16,289           7,706          7,676       45,872       7,394        7,364       45,872
 
     11         17,103           7,533          7,503       45,872       7,055        7,025       45,872
     12         17,959           7,364          7,334       45,872       6,668        6,638       45,872
     13         18,856           7,198          7,168       45,872       6,225        6,195       45,872
     14         19,799           7,035          7,005       45,872       5,714        5,684       45,872
     15         20,789           6,875          6,845       45,872       5,124        5,094       45,872
 
     16         21,829           6,718          6,688       45,872       4,435        4,405       45,872
     17         22,920           6,564          6,534       45,872       3,625        3,595       45,872
     18         24,066           6,413          6,383       45,872       2,659        2,629       45,872
     19         25,270           6,264          6,234       45,872       1,499        1,469       45,872
     20         26,533           6,118          6,088       45,872          96           66       45,872
 
     25         33,864           5,430          5,400       45,872          --           --           --
     35         55,160           4,231          4,201       45,872          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   33
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                ISSUE AGE: 65 MALE PREFERRED/65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,957          9,931       28,491      10,957        9,931       28,491
      2         11,025          11,954         10,935       28,491      11,954       10,935       28,491
      3         11,576          13,025         12,017       28,491      13,025       12,017       28,491
      4         12,155          14,180         13,337       28,491      14,176       13,334       28,491
      5         12,763          15,440         14,617       28,491      15,417       14,594       28,491
 
      6         13,401          16,815         16,217       28,491      16,755       16,158       28,491
      7         14,071          18,315         17,748       28,491      18,203       17,636       28,491
      8         14,775          19,953         19,623       28,491      19,774       19,445       28,491
      9         15,513          21,739         21,455       28,491      21,487       21,203       28,491
     10         16,289          23,689         23,659       28,491      23,370       23,340       28,491
 
     11         17,103          26,039         26,009       28,491      25,668       25,638       28,491
     12         17,959          28,672         28,642       30,679      28,257       28,227       30,235
     13         18,856          31,564         31,534       33,773      31,107       31,077       33,284
     14         19,799          34,749         34,719       36,833      34,245       34,215       36,299
     15         20,789          38,237         38,207       40,531      37,682       37,652       39,942
 
     16         21,829          42,083         42,053       44,186      41,471       41,441       43,544
     17         22,920          46,291         46,261       48,605      45,618       45,588       47,898
     18         24,066          50,888         50,888       53,432      50,148       50,148       52,655
     19         25,270          55,975         55,975       58,773      55,122       55,122       57,877
     20         26,533          61,570         61,570       64,648      60,538       60,538       63,565
 
     25         33,864          99,140         99,140      104,096      95,342       95,342      100,109
     35         55,160         257,042        257,042      259,612     237,392      237,392      239,765
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
34                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                ISSUE AGE: 65 MALE PREFERRED/65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,367          9,353       28,491      10,367        9,353       28,491
      2         11,025          10,695          9,701       28,491      10,695        9,701       28,491
      3         11,576          11,011         10,038       28,491      11,011       10,038       28,491
      4         12,155          11,336         10,536       28,491      11,310       10,510       28,491
      5         12,763          11,673         10,897       28,491      11,587       10,812       28,491
 
      6         13,401          12,020         11,470       28,491      11,836       11,288       28,491
      7         14,071          12,378         11,855       28,491      12,049       11,528       28,491
      8         14,775          12,748         12,455       28,491      12,213       11,922       28,491
      9         15,513          13,130         12,867       28,491      12,314       12,054       28,491
     10         16,289          13,525         13,495       28,491      12,337       12,307       28,491
 
     11         17,103          14,044         14,014       28,491      12,365       12,335       28,491
     12         17,959          14,584         14,554       28,491      12,281       12,251       28,491
     13         18,856          15,147         15,117       28,491      12,062       12,032       28,491
     14         19,799          15,732         15,702       28,491      11,678       11,648       28,491
     15         20,789          16,341         16,311       28,491      11,086       11,056       28,491
 
     16         21,829          16,975         16,945       28,491      10,231       10,201       28,491
     17         22,920          17,635         17,605       28,491       9,029        8,999       28,491
     18         24,066          18,321         18,291       28,491       7,367        7,337       28,491
     19         25,270          19,036         19,006       28,491       5,084        5,054       28,491
     20         26,533          19,779         19,749       28,491       1,959        1,929       28,491
 
     25         33,864          23,976         23,946       28,491          --           --           --
     35         55,160          35,355         35,325       35,708          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   35
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                ISSUE AGE: 65 MALE PREFERRED/65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.62% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500           9,776          8,793       28,491       9,776        8,793       28,491
      2         11,025           9,506          8,573       28,491       9,506        8,573       28,491
      3         11,576           9,226          8,342       28,491       9,214        8,332       28,491
      4         12,155           8,953          8,252       28,491       8,896        8,199       28,491
      5         12,763           8,688          8,028       28,491       8,545        7,896       28,491
 
      6         13,401           8,429          7,978       28,491       8,152        7,714       28,491
      7         14,071           8,177          7,759       28,491       7,705        7,309       28,491
      8         14,775           7,932          7,704       28,491       7,190        6,980       28,491
      9         15,513           7,694          7,491       28,491       6,586        6,408       28,491
     10         16,289           7,462          7,432       28,491       5,871        5,841       28,491
 
     11         17,103           7,294          7,264       28,491       5,061        5,031       28,491
     12         17,959           7,129          7,099       28,491       4,075        4,045       28,491
     13         18,856           6,967          6,937       28,491       2,876        2,846       28,491
     14         19,799           6,809          6,779       28,491       1,416        1,386       28,491
     15         20,789           6,653          6,623       28,491          --           --           --
 
     16         21,829           6,500          6,470       28,491          --           --           --
     17         22,920           6,350          6,320       28,491          --           --           --
     18         24,066           6,203          6,173       28,491          --           --           --
     19         25,270           6,058          6,028       28,491          --           --           --
     20         26,533           5,916          5,886       28,491          --           --           --
 
     25         33,864           5,245          5,215       28,491          --           --           --
     35         55,160           4,078          4,048       28,491          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
36                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                ISSUE AGE: 65 MALE PREFERRED/65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,587          9,807       28,491      10,587        9,807       28,491
      2         11,025          11,623         10,843       28,491      11,623       10,843       28,491
      3         11,576          12,743         11,963       28,491      12,743       11,963       28,491
      4         12,155          13,963         13,333       28,491      13,958       13,328       28,491
      5         12,763          15,303         14,673       28,491      15,275       14,645       28,491
 
      6         13,401          16,774         16,344       28,491      16,708       16,278       28,491
      7         14,071          18,390         17,960       28,491      18,269       17,839       28,491
      8         14,775          20,165         19,935       28,491      19,979       19,749       28,491
      9         15,513          22,115         21,885       28,491      21,860       21,630       28,491
     10         16,289          24,257         24,227       28,491      23,947       23,917       28,491
 
     11         17,103          26,680         26,650       28,814      26,325       26,295       28,491
     12         17,959          29,384         29,354       31,440      28,991       28,961       31,020
     13         18,856          32,348         32,318       34,612      31,916       31,886       34,149
     14         19,799          35,613         35,583       37,749      35,136       35,106       37,244
     15         20,789          39,188         39,158       41,539      38,663       38,633       40,983
 
     16         21,829          43,131         43,101       45,287      42,552       42,522       44,680
     17         22,920          47,445         47,415       49,816      46,808       46,778       49,148
     18         24,066          52,157         52,157       54,765      51,457       51,457       54,029
     19         25,270          57,371         57,371       60,239      56,561       56,561       59,388
     20         26,533          63,105         63,105       66,260      62,119       62,119       65,224
 
     25         33,864         101,612        101,612      106,692      97,831       97,831      102,722
     35         55,160         263,452        263,452      266,087     243,590      243,590      246,025
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   37
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                ISSUE AGE: 65 MALE PREFERRED/65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.38% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,016          9,236       28,491      10,016        9,236       28,491
      2         11,025          10,398          9,618       28,491      10,398        9,618       28,491
      3         11,576          10,774          9,994       28,491      10,772        9,992       28,491
      4         12,155          11,165         10,535       28,491      11,134       10,504       28,491
      5         12,763          11,570         10,940       28,491      11,479       10,849       28,491
 
      6         13,401          11,992         11,562       28,491      11,800       11,370       28,491
      7         14,071          12,430         12,000       28,491      12,090       11,660       28,491
      8         14,775          12,886         12,656       28,491      12,338       12,108       28,491
      9         15,513          13,359         13,129       28,491      12,530       12,300       28,491
     10         16,289          13,850         13,820       28,491      12,651       12,621       28,491
 
     11         17,103          14,383         14,353       28,491      12,703       12,673       28,491
     12         17,959          14,937         14,907       28,491      12,649       12,619       28,491
     13         18,856          15,514         15,484       28,491      12,464       12,434       28,491
     14         19,799          16,114         16,084       28,491      12,121       12,091       28,491
     15         20,789          16,739         16,709       28,491      11,580       11,550       28,491
 
     16         21,829          17,389         17,359       28,491      10,786       10,756       28,491
     17         22,920          18,065         18,035       28,491       9,662        9,632       28,491
     18         24,066          18,769         18,739       28,491       8,097        8,067       28,491
     19         25,270          19,502         19,472       28,491       5,939        5,909       28,491
     20         26,533          20,264         20,234       28,491       2,978        2,948       28,491
 
     25         33,864          24,569         24,539       28,491          --           --           --
     35         55,160          36,238         36,208       36,600          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
38                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                ISSUE AGE: 65 MALE PREFERRED/65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.62% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500           9,446          8,707       28,491       9,446        8,707       28,491
      2         11,025           9,242          8,519       28,491       9,242        8,519       28,491
      3         11,576           9,028          8,321       28,491       9,014        8,308       28,491
      4         12,155           8,817          8,258       28,491       8,757        8,202       28,491
      5         12,763           8,611          8,065       28,491       8,463        7,926       28,491
 
      6         13,401           8,410          8,043       28,491       8,125        7,770       28,491
      7         14,071           8,212          7,853       28,491       7,730        7,391       28,491
      8         14,775           8,018          7,827       28,491       7,263        7,088       28,491
      9         15,513           7,828          7,641       28,491       6,704        6,540       28,491
     10         16,289           7,642          7,612       28,491       6,031        6,001       28,491
 
     11         17,103           7,470          7,440       28,491       5,224        5,194       28,491
     12         17,959           7,302          7,272       28,491       4,242        4,212       28,491
     13         18,856           7,137          7,107       28,491       3,048        3,018       28,491
     14         19,799           6,976          6,946       28,491       1,595        1,565       28,491
     15         20,789           6,817          6,787       28,491          --           --           --
 
     16         21,829           6,661          6,631       28,491          --           --           --
     17         22,920           6,508          6,478       28,491          --           --           --
     18         24,066           6,357          6,327       28,491          --           --           --
     19         25,270           6,210          6,180       28,491          --           --           --
     20         26,533           6,065          6,035       28,491          --           --           --
 
     25         33,864           5,381          5,351       28,491          --           --           --
     35         55,160           4,191          4,161       28,491          --           --           --
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                 SA-1
- --------------------------------------------------------------------------------
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To Hartford Life and Annuity Insurance Company
Separate Account Five and to the
Owners of Units of Interest therein:
 
We have audited the accompanying statements of assets and liabilities of
Hartford Life and Annuity Insurance Company Separate Account Five (Bond Fund,
Stock Fund, Money Market Fund, Advisers Fund, Capital Appreciation Fund,
Mortgage Securities Fund, Index Fund, International Opportunities Fund, Dividend
and Growth Fund, International Advisers Fund, Small Company Fund, MidCap Fund,
Growth and Income Fund, Global Leaders Fund, and High Yield Fund) (collectively,
the Account) as of December 31, 1998, and the related statements of operations
and the statements of changes in net assets for the periods presented. These
financial statements are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Account as of December 31,
1998, and the results of their operations and the changes in their net assets
for the periods presented in conformity with generally accepted accounting
principles.
 
Hartford, Connecticut
February 16, 1999                ARTHUR ANDERSEN LLP
<PAGE>
SA-2                                 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
 SEPARATE ACCOUNT FIVE
 
STATEMENTS OF ASSETS & LIABILITIES
DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                             BOND FUND      STOCK FUND
                            SUB-ACCOUNT     SUB-ACCOUNT
                           -------------   -------------
<S>                        <C>             <C>
ASSETS:
  Investments:
    Hartford Bond HLS
     Fund, Inc. - Class
     IA
      Shares 6,096,035
      Cost $6,396,727
      Market Value.......    $ 6,587,772        --
    Hartford Stock HLS
     Fund, Inc. - Class
     IA
      Shares 8,610,961
      Cost $39,066,028
      Market Value.......       --          $ 56,502,251
    Hartford Money Market
     HLS Fund, Inc. -
     Class IA
      Shares 15,049,987
      Cost $15,049,987
      Market Value.......       --              --
    Hartford Advisers HLS
     Fund, Inc. - Class
     IA
      Shares 21,809,777
      Cost $50,112,038
      Market Value.......       --              --
    Hartford Capital
     Appreciation HLS
     Fund, Inc. - Class
     IA
      Shares 10,602,103
      Cost $40,302,366
      Market Value.......       --              --
    Hartford Mortgage
     Securities HLS Fund,
     Inc. - Class IA
      Shares 2,116,100
      Cost $2,298,881
      Market Value.......       --              --
    Hartford Index HLS
     Fund, Inc. - Class
     IA
      Shares 4,598,688
      Cost $11,430,523
      Market Value.......       --              --
  Due from Hartford Life
   and Annuity Insurance
   Company...............       --                52,354
  Receivable from fund
   shares sold...........         10,000        --
                           -------------   -------------
  Total Assets...........      6,597,772      56,554,605
                           -------------   -------------
LIABILITIES:
  Due to Hartford Life
   and Annuity Insurance
   Company...............          9,982        --
  Payable for fund shares
   purchased.............       --                52,225
                           -------------   -------------
  Total Liabilities......          9,982          52,225
                           -------------   -------------
  Net Assets (variable
   life contract
   liabilities)..........    $ 6,587,790    $ 56,502,380
                           -------------   -------------
                           -------------   -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                 SA-3
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                              MONEY                              CAPITAL             MORTGAGE
                           MARKET FUND     ADVISERS FUND    APPRECIATION FUND    SECURITIES FUND     INDEX FUND
                           SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT
                           ------------   ---------------   ------------------   ----------------   -------------
<S>                        <C>            <C>               <C>                  <C>                <C>
ASSETS:
  Investments:
    Hartford Bond HLS
     Fund, Inc. - Class
     IA
      Shares 6,096,035
      Cost $6,396,727
      Market Value.......       --              --                --                  --                 --
    Hartford Stock HLS
     Fund, Inc. - Class
     IA
      Shares 8,610,961
      Cost $39,066,028
      Market Value.......       --              --                --                  --                 --
    Hartford Money Market
     HLS Fund, Inc. -
     Class IA
      Shares 15,049,987
      Cost $15,049,987
      Market Value.......  $ 15,049,987         --                --                  --                 --
    Hartford Advisers HLS
     Fund, Inc. - Class
     IA
      Shares 21,809,777
      Cost $50,112,038
      Market Value.......       --          $  65,107,702         --                  --                 --
    Hartford Capital
     Appreciation HLS
     Fund, Inc. - Class
     IA
      Shares 10,602,103
      Cost $40,302,366
      Market Value.......       --              --              $50,456,269           --                 --
    Hartford Mortgage
     Securities HLS Fund,
     Inc. - Class IA
      Shares 2,116,100
      Cost $2,298,881
      Market Value.......       --              --                --                $2,295,023           --
    Hartford Index HLS
     Fund, Inc. - Class
     IA
      Shares 4,598,688
      Cost $11,430,523
      Market Value.......       --              --                --                  --             $ 16,419,396
  Due from Hartford Life
   and Annuity Insurance
   Company...............       857,405           116,025            13,490                  6            123,311
  Receivable from fund
   shares sold...........       --              --                --                  --                 --
                           ------------   ---------------   ------------------   ----------------   -------------
  Total Assets...........    15,907,392        65,223,727        50,469,759          2,295,029         16,542,707
                           ------------   ---------------   ------------------   ----------------   -------------
LIABILITIES:
  Due to Hartford Life
   and Annuity Insurance
   Company...............       --              --                --                  --                 --
  Payable for fund shares
   purchased.............       854,472           115,826            14,473           --                  123,521
                           ------------   ---------------   ------------------   ----------------   -------------
  Total Liabilities......       854,472           115,826            14,473           --                  123,521
                           ------------   ---------------   ------------------   ----------------   -------------
  Net Assets (variable
   life contract
   liabilities)..........  $ 15,052,920     $  65,107,901       $50,455,286         $2,295,029       $ 16,419,186
                           ------------   ---------------   ------------------   ----------------   -------------
                           ------------   ---------------   ------------------   ----------------   -------------
</TABLE>
 
<PAGE>
SA-4                                 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
 SEPARATE ACCOUNT FIVE
 
STATEMENTS OF ASSETS & LIABILITIES -- (CONTINUED)
DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                              INTERNATIONAL       DIVIDEND AND
                           OPPORTUNITIES FUND     GROWTH FUND
                               SUB-ACCOUNT        SUB-ACCOUNT
                           -------------------   --------------
<S>                        <C>                   <C>
ASSETS:
  Investments:
    Hartford
     International
     Opportunities HLS
     Fund, Inc. - Class
     IA
      Shares 11,266,751
      Cost $15,194,582
      Market Value.......      $15,264,838             --
    Hartford Dividend and
     Growth HLS Fund,
     Inc. - Class IA
      Shares 15,990,996
      Cost $26,669,300
      Market Value.......        --                $ 34,548,323
    Hartford
     International
     Advisers HLS Fund,
     Inc. - Class IA
      Shares 3,225,562
      Cost $3,675,003
      Market Value.......        --                    --
    Hartford Small
     Company HLS Fund,
     Inc. - Class IA
      Shares 1,889,370
      Cost $2,230,637
      Market Value.......        --                    --
    Hartford MidCap HLS
     Fund, Inc. - Class
     IA
      Shares 589,420
      Cost $711,553
      Market Value.......        --                    --
    Hartford Growth &
     Income HLS Fund -
     Class IA
      Shares 121,170
      Cost $137,178
      Market Value.......        --                    --
    Hartford Global
     Leader HLS Fund -
     Class IA
      Shares 66,905
      Cost $83,010
      Market Value.......        --                    --
    Hartford High Yield
     HLS Fund - Class IA
      Shares 24,179
      Cost $24,824
      Market Value.......        --                    --
  Due from Hartford Life
   and Annuity Insurance
   Company...............        --                      12,625
  Receivable from fund
   shares sold...........        --                    --
                           -------------------   --------------
  Total Assets...........       15,264,838           34,560,948
                           -------------------   --------------
LIABILITIES:
  Due to Hartford Life
   and Annuity Insurance
   Company...............               85             --
  Payable for fund shares
   purchased.............        --                      12,341
                           -------------------   --------------
  Total Liabilities......               85               12,341
                           -------------------   --------------
  Net Assets (variable
   life contract
   liabilities)..........      $15,264,753         $ 34,548,607
                           -------------------   --------------
                           -------------------   --------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                 SA-5
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                           INTERNATIONAL        SMALL          MIDCAP        GROWTH AND       GLOBAL           HIGH
                           ADVISERS FUND    COMPANY FUND        FUND        INCOME FUND    LEADERS FUND     YIELD FUND
                            SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                           --------------   -------------   -------------   ------------   -------------   -------------
<S>                        <C>              <C>             <C>             <C>            <C>             <C>
ASSETS:
  Investments:
    Hartford
     International
     Opportunities HLS
     Fund, Inc. - Class
     IA
      Shares 11,266,751
      Cost $15,194,582
      Market Value.......       --               --              --             --             --               --
    Hartford Dividend and
     Growth HLS Fund,
     Inc. - Class IA
      Shares 15,990,996
      Cost $26,669,300
      Market Value.......       --               --              --             --             --               --
    Hartford
     International
     Advisers HLS Fund,
     Inc. - Class IA
      Shares 3,225,562
      Cost $3,675,003
      Market Value.......    $3,724,520          --              --             --             --               --
    Hartford Small
     Company HLS Fund,
     Inc. - Class IA
      Shares 1,889,370
      Cost $2,230,637
      Market Value.......       --            $2,496,074         --             --             --               --
    Hartford MidCap HLS
     Fund, Inc. - Class
     IA
      Shares 589,420
      Cost $711,553
      Market Value.......       --               --           $   848,326       --             --               --
    Hartford Growth &
     Income HLS Fund -
     Class IA
      Shares 121,170
      Cost $137,178
      Market Value.......       --               --              --           $ 143,703        --               --
    Hartford Global
     Leader HLS Fund -
     Class IA
      Shares 66,905
      Cost $83,010
      Market Value.......       --               --              --             --           $  85,985          --
    Hartford High Yield
     HLS Fund - Class IA
      Shares 24,179
      Cost $24,824
      Market Value.......       --               --              --             --             --            $    24,584
  Due from Hartford Life
   and Annuity Insurance
   Company...............       --               --              --             --             --               --
  Receivable from fund
   shares sold...........       --               --              --             --             --               --
                           --------------   -------------   -------------   ------------   -------------   -------------
  Total Assets...........     3,724,520        2,496,074          848,326       143,703         85,985            24,584
                           --------------   -------------   -------------   ------------   -------------   -------------
LIABILITIES:
  Due to Hartford Life
   and Annuity Insurance
   Company...............            34               28                3       --             --               --
  Payable for fund shares
   purchased.............       --               --              --             --             --               --
                           --------------   -------------   -------------   ------------   -------------   -------------
  Total Liabilities......            34               28                3       --             --               --
                           --------------   -------------   -------------   ------------   -------------   -------------
  Net Assets (variable
   life contract
   liabilities)..........    $3,724,486       $2,496,046      $   848,323     $ 143,703      $  85,985       $    24,584
                           --------------   -------------   -------------   ------------   -------------   -------------
                           --------------   -------------   -------------   ------------   -------------   -------------
</TABLE>
<PAGE>
SA-6                                 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
 SEPARATE ACCOUNT FIVE
 
STATEMENTS OF ASSETS & LIABILITIES -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                                         UNITS
                                        OWNED BY        UNIT        CONTRACT
                                      PARTICIPANTS      PRICE      LIABILITY
                                     --------------  -----------  ------------
<S>                                  <C>             <C>          <C>
DEFERRED ANNUITY CONTRACTS IN THE
 ACCUMULATION PERIOD:
GROUP SUB-ACCOUNTS:
  Bond Fund Sub-Account............       4,463,212  $   1.47602  $  6,587,790
  Stock Fund Sub-Account...........      19,524,095     2.893982    56,502,380
  Money Market Fund Sub-Account....      12,223,160     1.231508    15,052,920
  Advisers Fund Sub-Account........      28,214,943     2.307568    65,107,901
  Capital Appreciation Fund
   Sub-Account.....................      22,796,221     2.213318    50,455,286
  Mortgage Securities Fund
   Sub-Account.....................       1,615,347     1.420765     2,295,029
  Index Fund Sub-Account...........       5,822,503     2.819953    16,419,186
  International Opportunities Fund
   Sub-Account.....................      10,257,253     1.488191    15,264,753
  Dividend and Growth Fund
   Sub-Account.....................      13,498,555      2.55943    34,548,607
  International Advisers Fund
   Sub-Account.....................       2,404,789     1.548779     3,724,486
  MidCap Fund Sub-Account..........         644,809      1.31562       848,323
                                                                  ------------
  SUB-TOTAL GROUP SUB-ACCOUNTS.....                                266,806,661
                                                                  ------------
GROUP SUB-ACCOUNTS:
  High Yield Fund Sub-Account......          23,682      1.03809        24,584
  Growth and Income Fund
   Sub-Account.....................         124,853     1.150984       143,703
  Global Leaders Fund
   Sub-Account.....................          65,201     1.318766        85,985
  Small Company Fund Sub-Account...       1,921,287     1.299154     2,496,046
                                                                  ------------
  SUB-TOTAL GROUP SUB-ACCOUNTS.....                                  2,750,318
                                                                  ------------
GRAND TOTAL........................                               $269,556,979
                                                                  ------------
                                                                  ------------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
             ---------------------------------------------------- 6
              ----------------------------------------------------
<PAGE>
                      [This page intentionally left blank]
<PAGE>
SA-8                                 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
 SEPARATE ACCOUNT FIVE
 
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                             BOND FUND      STOCK FUND
                            SUB-ACCOUNT     SUB-ACCOUNT
                           -------------   -------------
<S>                        <C>             <C>
INVESTMENT INCOME:
  Dividends..............     $310,867      $    425,157
                           -------------   -------------
CAPITAL GAINS INCOME.....      --              1,195,486
                           -------------   -------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........          337           (29,330)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       62,577        10,654,625
                           -------------   -------------
    Net gain (loss) on
     investments.........       62,914        10,625,295
                           -------------   -------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....     $373,781      $ 12,245,938
                           -------------   -------------
                           -------------   -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                 SA-9
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                              MONEY                              CAPITAL             MORTGAGE
                           MARKET FUND     ADVISERS FUND    APPRECIATION FUND    SECURITIES FUND     INDEX FUND
                           SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT
                           ------------   ---------------   ------------------   ----------------   -------------
<S>                        <C>            <C>               <C>                  <C>                <C>
INVESTMENT INCOME:
  Dividends..............    $563,092       $   1,280,919       $  268,384           $139,853         $   132,802
                           ------------   ---------------   ------------------       --------       -------------
CAPITAL GAINS INCOME.....         190           1,465,098        2,761,262            --                  272,547
                           ------------   ---------------   ------------------       --------       -------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........      --                  (9,456)          28,295              1,924             (21,988)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      --               8,649,288        3,751,151            (25,693)          2,904,724
                           ------------   ---------------   ------------------       --------       -------------
    Net gain (loss) on
     investments.........      --               8,639,832        3,779,446            (23,769)          2,882,736
                           ------------   ---------------   ------------------       --------       -------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....    $563,282       $  11,385,849       $6,809,092           $116,084         $ 3,288,085
                           ------------   ---------------   ------------------       --------       -------------
                           ------------   ---------------   ------------------       --------       -------------
 
<CAPTION>
                              INTERNATIONAL
                           OPPORTUNITIES FUND
                               SUB-ACCOUNT
                           -------------------
<S>                        <C>
INVESTMENT INCOME:
  Dividends..............       $  198,529
                           -------------------
CAPITAL GAINS INCOME.....          823,226
                           -------------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........           (4,950)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................          562,948
                           -------------------
    Net gain (loss) on
     investments.........          557,998
                           -------------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....       $1,579,753
                           -------------------
                           -------------------
</TABLE>
 
<PAGE>
SA-10                                HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
 SEPARATE ACCOUNT FIVE
 
STATEMENTS OF OPERATIONS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                            DIVIDEND AND
                            GROWTH FUND
                            SUB-ACCOUNT
                           --------------
<S>                        <C>
INVESTMENT INCOME:
  Dividends..............    $  544,970
                           --------------
CAPITAL GAINS INCOME.....       871,742
                           --------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........         1,267
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     2,960,422
                           --------------
    Net gain (loss) on
     investments.........     2,961,689
                           --------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....    $4,378,401
                           --------------
                           --------------
</TABLE>
 
  *  From inception, June 1, 1998, to December 31, 1998.
 **  From inception, September 30, 1998, to December 31, 1998.
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                SA-11
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                           INTERNATIONAL        SMALL          MIDCAP         GROWTH AND         GLOBAL             HIGH
                           ADVISERS FUND    COMPANY FUND        FUND         INCOME FUND      LEADERS FUND       YIELD FUND
                            SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT*     SUB-ACCOUNT**     SUB-ACCOUNT**
                           --------------   -------------   -------------   --------------   ---------------   ---------------
<S>                        <C>              <C>             <C>             <C>              <C>               <C>
INVESTMENT INCOME:
  Dividends..............     $285,452         $--             $      4         $  542            $  101            $ 451
                           --------------   -------------   -------------       ------            ------           ------
CAPITAL GAINS INCOME.....       67,948           17,778         --              --                 2,088           --
                           --------------   -------------   -------------       ------            ------           ------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........          567           (1,718)         (3,505)            16                 4           --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       13,314          272,458         133,792          6,525             2,975             (240)
                           --------------   -------------   -------------       ------            ------           ------
    Net gain (loss) on
     investments.........       13,881          270,740         130,287          6,541             2,979             (240)
                           --------------   -------------   -------------       ------            ------           ------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....     $367,281         $288,518        $130,291         $7,083            $5,168            $ 211
                           --------------   -------------   -------------       ------            ------           ------
                           --------------   -------------   -------------       ------            ------           ------
</TABLE>
 
  *  From inception, June 1, 1998, to December 31, 1998.
 **  From inception, September 30, 1998, to December 31, 1998.
<PAGE>
SA-12                                HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
 SEPARATE ACCOUNT FIVE
 
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                             BOND FUND      STOCK FUND
                            SUB-ACCOUNT     SUB-ACCOUNT
                           -------------   -------------
<S>                        <C>             <C>
OPERATIONS:
  Net investment income
   (loss)................    $   310,867    $    425,157
  Capital gains income...       --             1,195,486
  Net realized gain
   (loss) on security
   transactions..........            337         (29,330)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         62,577      10,654,625
                           -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............        373,781      12,245,938
                           -------------   -------------
UNIT TRANSACTIONS:
  Purchases..............         46,311          16,926
  Net transfers..........      3,067,527      13,961,989
  Surrenders for benefit
   payments and fees.....       (107,425)     (1,506,358)
  Net loan activity......        (11,064)       (140,475)
  Cost of insurance......        (33,445)       (260,595)
                           -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........      2,961,904      12,071,487
                           -------------   -------------
  Net increase (decrease)
   in net assets.........      3,335,685      24,317,425
NET ASSETS:
  Beginning of period....      3,252,105      32,184,955
                           -------------   -------------
  End of period..........    $ 6,587,790    $ 56,502,380
                           -------------   -------------
                           -------------   -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                SA-13
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                              MONEY                              CAPITAL             MORTGAGE
                           MARKET FUND     ADVISERS FUND    APPRECIATION FUND    SECURITIES FUND     INDEX FUND
                           SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT
                           ------------   ---------------   ------------------   ----------------   -------------
<S>                        <C>            <C>               <C>                  <C>                <C>
OPERATIONS:
  Net investment income
   (loss)................  $    563,092     $   1,280,919       $   268,384         $  139,853       $    132,802
  Capital gains income...           190         1,465,098         2,761,262           --                  272,547
  Net realized gain
   (loss) on security
   transactions..........       --                 (9,456)           28,295              1,924            (21,988)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       --              8,649,288         3,751,151            (25,693)         2,904,724
                           ------------   ---------------   ------------------   ----------------   -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       563,282        11,385,849         6,809,092            116,084          3,288,085
                           ------------   ---------------   ------------------   ----------------   -------------
UNIT TRANSACTIONS:
  Purchases..............    62,062,192            32,794            16,742           --                   10,249
  Net transfers..........   (54,690,953)       15,334,793         4,545,203            589,382          3,377,452
  Surrenders for benefit
   payments and fees.....    (1,724,767)       (1,683,040)       (1,471,654)           (31,118)          (708,786)
  Net loan activity......    (2,052,054)         (407,150)         (324,672)            (8,665)          (138,230)
  Cost of insurance......      (112,624)         (328,975)         (284,868)           (11,916)           (86,318)
                           ------------   ---------------   ------------------   ----------------   -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     3,481,794        12,948,422         2,480,751            537,683          2,454,367
                           ------------   ---------------   ------------------   ----------------   -------------
  Net increase (decrease)
   in net assets.........     4,045,076        24,334,271         9,289,843            653,767          5,742,452
NET ASSETS:
  Beginning of period....    11,007,844        40,773,630        41,165,443          1,641,262         10,676,734
                           ------------   ---------------   ------------------   ----------------   -------------
  End of period..........  $ 15,052,920     $  65,107,901       $50,455,286         $2,295,029       $ 16,419,186
                           ------------   ---------------   ------------------   ----------------   -------------
                           ------------   ---------------   ------------------   ----------------   -------------
 
<CAPTION>
                              INTERNATIONAL
                           OPPORTUNITIES FUND
                               SUB-ACCOUNT
                           -------------------
<S>                        <C>
OPERATIONS:
  Net investment income
   (loss)................      $   198,529
  Capital gains income...          823,226
  Net realized gain
   (loss) on security
   transactions..........           (4,950)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................          562,948
                           -------------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............        1,579,753
                           -------------------
UNIT TRANSACTIONS:
  Purchases..............               11
  Net transfers..........        2,336,307
  Surrenders for benefit
   payments and fees.....         (500,386)
  Net loan activity......          (71,420)
  Cost of insurance......          (89,406)
                           -------------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........        1,675,106
                           -------------------
  Net increase (decrease)
   in net assets.........        3,254,859
NET ASSETS:
  Beginning of period....       12,009,894
                           -------------------
  End of period..........      $15,264,753
                           -------------------
                           -------------------
</TABLE>
 
<PAGE>
SA-14                                HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
 SEPARATE ACCOUNT FIVE
 
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                            DIVIDEND AND
                            GROWTH FUND
                            SUB-ACCOUNT
                           --------------
<S>                        <C>
OPERATIONS:
  Net investment income
   (loss)................    $    544,970
  Capital gains income...         871,742
  Net realized gain
   (loss) on security
   transactions..........           1,267
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       2,960,422
                           --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       4,378,401
                           --------------
UNIT TRANSACTIONS:
  Purchases..............          10,000
  Net transfers..........       8,163,378
  Surrenders for benefit
   payments and fees.....        (866,498)
  Net loan activity......        (327,128)
  Cost of insurance......        (185,670)
                           --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........       6,794,082
                           --------------
  Net increase (decrease)
   in net assets.........      11,172,483
NET ASSETS:
  Beginning of period....      23,376,124
                           --------------
  End of period..........    $ 34,548,607
                           --------------
                           --------------
</TABLE>
 
  *  From inception, June 1, 1998, to December 31, 1998.
 **  From inception, September 30, 1998, to December 31, 1998.
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                SA-15
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                           INTERNATIONAL        SMALL          MIDCAP         GROWTH AND         GLOBAL             HIGH
                           ADVISERS FUND    COMPANY FUND        FUND         INCOME FUND      LEADERS FUND       YIELD FUND
                            SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT*     SUB-ACCOUNT**     SUB-ACCOUNT**
                           --------------   -------------   -------------   --------------   ---------------   ---------------
<S>                        <C>              <C>             <C>             <C>              <C>               <C>
OPERATIONS:
  Net investment income
   (loss)................    $  285,452       $  --            $      4        $    542          $   101           $   451
  Capital gains income...        67,948           17,778        --              --                 2,088           --
  Net realized gain
   (loss) on security
   transactions..........           567           (1,718)        (3,505)             16                4           --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................        13,314          272,458        133,792           6,525            2,975              (240)
                           --------------   -------------   -------------   --------------       -------           -------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       367,281          288,518        130,291           7,083            5,168               211
                           --------------   -------------   -------------   --------------       -------           -------
UNIT TRANSACTIONS:
  Purchases..............       --               --             --                1,000            2,000             2,000
  Net transfers..........     1,048,999        1,383,287        645,414         135,859           78,949            22,414
  Surrenders for benefit
   payments and fees.....       (98,488)        (109,974)        (4,632)           (172)            (105)              (29)
  Net loan activity......       (36,658)         (44,570)       (11,492)        --               --                --
  Cost of insurance......       (20,129)         (10,508)        (2,955)            (67)             (27)              (12)
                           --------------   -------------   -------------   --------------       -------           -------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........       893,724        1,218,235        626,335         136,620           80,817            24,373
                           --------------   -------------   -------------   --------------       -------           -------
  Net increase (decrease)
   in net assets.........     1,261,005        1,506,753        756,626         143,703           85,985            24,584
NET ASSETS:
  Beginning of period....     2,463,481          989,293         91,697         --               --                --
                           --------------   -------------   -------------   --------------       -------           -------
  End of period..........    $3,724,486       $2,496,046       $848,323        $143,703          $85,985           $24,584
                           --------------   -------------   -------------   --------------       -------           -------
                           --------------   -------------   -------------   --------------       -------           -------
</TABLE>
 
  *  From inception, June 1, 1998, to December 31, 1998.
 **  From inception, September 30, 1998, to December 31, 1998.
<PAGE>
SA-16                                HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
 SEPARATE ACCOUNT FIVE
 
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                              MONEY
                             BOND FUND      STOCK FUND     MARKET FUND     ADVISERS FUND
                            SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT      SUB-ACCOUNT
                           -------------   -------------   ------------   ---------------
<S>                        <C>             <C>             <C>            <C>
OPERATIONS:
  Net investment income
   (loss)................    $   156,755    $    274,037   $    632,382     $     789,490
  Capital gains income...       --               904,272        --              1,045,984
  Net realized gain
   (loss) on security
   transactions..........            894          12,939        --                  3,344
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................        118,897       4,902,064        --              4,613,047
                           -------------   -------------   ------------   ---------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............        276,546       6,093,312        632,382         6,451,865
                           -------------   -------------   ------------   ---------------
UNIT TRANSACTIONS:
  Purchases..............             16          50,244     63,908,110           243,543
  Net transfers..........      1,318,984      12,296,285    (62,169,665)       13,868,301
  Surrenders for benefit
   payments and fees.....        (43,171)     (1,275,425)      (393,227)       (1,057,654)
  Net loan activity......        (15,758)        (97,878)    (2,491,658)          (64,323)
  Cost of insurance......        (16,113)       (151,064)      (109,762)         (204,969)
                           -------------   -------------   ------------   ---------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........      1,243,958      10,822,162     (1,256,202)       12,784,898
                           -------------   -------------   ------------   ---------------
  Net increase (decrease)
   in net assets.........      1,520,504      16,915,474       (623,820)       19,236,763
NET ASSETS:
  Beginning of period....      1,731,601      15,269,481     11,631,664        21,536,867
                           -------------   -------------   ------------   ---------------
  End of Period..........    $ 3,252,105    $ 32,184,955   $ 11,007,844     $  40,773,630
                           -------------   -------------   ------------   ---------------
                           -------------   -------------   ------------   ---------------
</TABLE>
 
  *  From inception, July 15, 1997, to December 31, 1997.
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
            ---------------------------------------------------- 16
              ----------------------------------------------------
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                SA-17
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                CAPITAL             MORTGAGE                          INTERNATIONAL       DIVIDEND AND
                           APPRECIATION FUND    SECURITIES FUND     INDEX FUND     OPPORTUNITIES FUND     GROWTH FUND
                              SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT        SUB-ACCOUNT        SUB-ACCOUNT
                           ------------------   ----------------   -------------   -------------------   --------------
<S>                        <C>                  <C>                <C>             <C>                   <C>
OPERATIONS:
  Net investment income
   (loss)................      $   190,756         $   79,693       $    116,095       $   108,028         $    324,234
  Capital gains income...        1,971,454           --                  474,812           587,257              328,863
  Net realized gain
   (loss) on security
   transactions..........            4,174                141             (3,017)           (1,502)              (3,678)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................        4,126,792             18,347          1,522,964          (918,735)           3,808,104
                           ------------------   ----------------   -------------   -------------------   --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............        6,293,176             98,181          2,110,854          (224,952)           4,457,523
                           ------------------   ----------------   -------------   -------------------   --------------
UNIT TRANSACTIONS:
  Purchases..............          103,255           --                       27            40,040                  156
  Net transfers..........       12,570,924            882,852          3,834,337         6,039,925            9,250,118
  Surrenders for benefit
   payments and fees.....       (1,417,215)           (17,802)          (430,212)         (433,918)            (388,933)
  Net loan activity......          (35,024)             4,385            (42,196)          (14,211)            (126,702)
  Cost of insurance......         (204,886)            (7,440)           (51,934)          (63,263)            (107,665)
                           ------------------   ----------------   -------------   -------------------   --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........       11,017,054            861,995          3,310,022         5,568,573            8,626,974
                           ------------------   ----------------   -------------   -------------------   --------------
  Net increase (decrease)
   in net assets.........       17,310,230            960,176          5,420,876         5,343,621           13,084,497
NET ASSETS:
  Beginning of period....       23,855,213            681,086          5,255,858         6,666,273           10,291,627
                           ------------------   ----------------   -------------   -------------------   --------------
  End of Period..........      $41,165,443         $1,641,262       $ 10,676,734       $12,009,894         $ 23,376,124
                           ------------------   ----------------   -------------   -------------------   --------------
                           ------------------   ----------------   -------------   -------------------   --------------
 
<CAPTION>
                           INTERNATIONAL        SMALL          MIDCAP
                           ADVISERS FUND    COMPANY FUND        FUND
                            SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
                           --------------   -------------   -------------
<S>                        <C>              <C>             <C>
OPERATIONS:
  Net investment income
   (loss)................    $   72,657        $    449        $    82
  Capital gains income...         4,846          44,954         --
  Net realized gain
   (loss) on security
   transactions..........           691            (415)            (2)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         9,052          (7,085)         2,981
                           --------------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............        87,246          37,903          3,061
                           --------------   -------------   -------------
UNIT TRANSACTIONS:
  Purchases..............           136         --               1,000
  Net transfers..........     1,063,784         956,329         87,826
  Surrenders for benefit
   payments and fees.....       (57,314)        (12,652)          (110)
  Net loan activity......       (23,857)         (1,427)        --
  Cost of insurance......       (13,409)         (2,262)           (80)
                           --------------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........       969,340         939,988         88,636
                           --------------   -------------   -------------
  Net increase (decrease)
   in net assets.........     1,056,586         977,891         91,697
NET ASSETS:
  Beginning of period....     1,406,895          11,402         --
                           --------------   -------------   -------------
  End of Period..........    $2,463,481        $989,293        $91,697
                           --------------   -------------   -------------
                           --------------   -------------   -------------
</TABLE>
 
  *  From inception, July 15, 1997, to December 31, 1997.
 
            ---------------------------------------------------- 17
              ----------------------------------------------------
<PAGE>
SA-18                                HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                             SEPARATE ACCOUNT FIVE
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1998
 
 1. ORGANIZATION:
 
    Separate Account Five (the Account) is a separate investment account within
Hartford Life & Annuity Insurance Company (the Company) and is registered with
the Securities and Exchange Commission (SEC) as a unit investment trust under
the Investment Company Act of 1940, as amended. Both the Company and the Account
are subject to supervision and regulation by the Department of Insurance of the
State of Connecticut and the SEC. The Account invests deposits by variable life
contractholders of the Company in various mutual funds (The Funds) as directed
by the contractholders.
 
 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 is
accrued as of the ex-dividend date. Capital gains income represents those
dividends from the Funds which are characterized as capital gains under tax
regulations.
 
    b) SECURITY VALUATION -- The investments 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, 1998.
 
    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:
 
    Deduction and Charges -- Certain amounts are deducted from the Contracts, as
described below:
 
    a) COST OF INSURANCE CHARGE -- In accordance with terms of the contracts,
the Company makes deductions for costs of insurance to cover the Company's
anticipated mortality costs. Because a policy's account value and death benefit
may vary from month to month, the cost of insurance charge may also vary.
 
    b) MORTALITY AND EXPENSE RISK CHARGES -- The Company will make deductions at
a maximum annual rate of 0.90% of the Contract's value for the mortality and
expense risks which the Company undertakes. These expenses are included in
surrenders for benefit payments and fees on the accompanying statements of
changes in net assets.
 
    c) TAX EXPENSE CHARGE -- If applicable, the Company will make deductions at
a maximum rate of 4.0% of the Contract's value to meet premium tax requirements.
An additional tax charge based on a percentage of the Contract's value may be
assessed to partial withdrawals or surrenders. These expenses are included in
surrenders for benefit payments and fees on the accompanying statements of
changes in net assets.
 
    d) ADMINISTRATIVE CHARGE -- The Company will make deductions to cover
administrative expenses at a maximum annual rate of 0.25% of the Contract's
value. These expenses are included in surrenders for benefit payments and fees
on the accompanying statements of changes in net assets.
 
    e) ANNUAL MAINTENANCE FEE -- An annual maintenance fee in the amount of $30
may be deducted from the Contract's value each contract year. However, this fee
is not applicable to contracts with values of $50,000 or more, as determined on
the most recent contract anniversary. These expenses are included in surrenders
for benefit payments and fees on the accompanying statements of changes in net
assets.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-1
- --------------------------------------------------------------------------------
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors of
Hartford Life and Annuity Insurance Company:
 
We have audited the accompanying statutory balance sheets of Hartford Life and
Annuity Insurance Company (a Connecticut Corporation and wholly owned subsidiary
of Hartford Life Insurance Company) (the Company) as of December 31, 1998 and
1997, and the related statutory statements of operations, changes in capital and
surplus, and cash flows for each of the three years in the period ended December
31, 1998. 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 of the effects of the matter discussed in the preceding
paragraph, the statutory financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of the Company as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1998.
 
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, 1998 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998 in
conformity with statutory accounting practices as described in Note 1.
 
                                         /s/ Arthur Andersen LLP
 
Hartford, Connecticut
January 26, 1999
<PAGE>
F-2                                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                                 BALANCE SHEETS
                               (STATUTORY BASIS)
                                     ($000)
 
<TABLE>
<CAPTION>
                                                         AS OF DECEMBER 31,
                                                      -------------------------
                                                         1998          1997
                                                      -----------   -----------
 <S>                                                  <C>           <C>
 Assets
   Bonds...........................................   $ 1,453,792   $ 1,501,311
   Common stocks...................................        40,650        64,408
   Mortgage loans..................................        59,548        85,103
   Policy loans....................................        47,212        36,533
   Cash and short-term investments.................       469,955       309,432
   Other invested assets...........................         2,188        20,942
                                                      -----------   -----------
     Total cash and invested assets................     2,073,345     2,017,729
   Investment income due and accrued...............        20,126        15,878
   Premium balances receivable.....................           333           389
   Receivables from affiliates.....................            --         1,269
   Other assets....................................        45,358        22,788
   Separate account assets.........................    32,876,278    23,208,728
                                                      -----------   -----------
     Total Assets..................................   $35,015,440   $25,266,781
                                                      -----------   -----------
                                                      -----------   -----------
 Liabilities
   Aggregate reserves for future benefits..........   $   579,140   $   605,183
   Policy and contract claims......................         5,667         5,672
   Liability for premium and other deposit funds...     2,011,672     1,795,149
   Asset valuation reserve.........................        21,782        13,670
   Payable to affiliates...........................        19,271        20,972
   Other liabilities...............................      (974,882)     (754,393)
   Separate account liabilities....................    32,876,278    23,208,728
                                                      -----------   -----------
     Total liabilities.............................    34,538,928    24,894,981
                                                      -----------   -----------
 Capital and Surplus
   Common stock....................................         2,500         2,500
   Gross paid-in and contributed surplus...........       226,043       226,043
   Unassigned funds................................       247,969       143,257
                                                      -----------   -----------
     Total capital and surplus.....................       476,512       371,800
                                                      -----------   -----------
 Total liabilities, capital and surplus............   $35,015,440   $25,266,781
                                                      -----------   -----------
                                                      -----------   -----------
</TABLE>
 
                 The accompanying notes are an integral part of
                  these statutory basis financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-3
- --------------------------------------------------------------------------------
 
                            STATEMENTS OF OPERATIONS
                               (STATUTORY BASIS)
                                     ($000)
 
<TABLE>
<CAPTION>
                                                         FOR THE YEARS ENDED DECEMBER 31,
                                                      ---------------------------------------
                                                         1998          1997          1996
                                                      -----------   -----------   -----------
 <S>                                                  <C>           <C>           <C>
 Revenues
   Premiums and annuity considerations.............   $   469,343   $   296,645   $   250,244
   Annuity and other fund deposits.................     2,051,251     1,981,246     1,897,347
   Net investment income...........................       129,982       102,285        98,441
   Commissions and expense allowances on
    reinsurance ceded..............................       444,241       396,921       370,637
   Reserve adjustment on reinsurance ceded.........     3,185,590     3,672,076     3,864,395
   Other revenues..................................       458,190       288,632       161,906
                                                      -----------   -----------   -----------
     Total revenues................................     6,738,597     6,737,805     6,642,970
                                                      -----------   -----------   -----------
 Benefits and expenses
   Death and annuity benefits......................        43,390        66,176        60,194
   Disability and other benefit payments...........         6,114         7,316         6,555
   Surrenders......................................       739,663       454,417       270,165
   Commissions and other expenses..................       666,515       564,077       491,637
   Increase (Decrease) in aggregate reserves for
    future benefits................................       (26,043)       33,213        27,351
   Increase in liability for premium and other
    deposit funds..................................       216,523       640,006       207,156
   Net transfers to separate accounts..............     4,956,007     4,914,980     5,492,964
                                                      -----------   -----------   -----------
     Total benefits and expenses...................     6,602,169     6,680,185     6,556,022
                                                      -----------   -----------   -----------
 Net gain from operations
   Before federal income tax (benefit) expense.....       136,428        57,620        86,948
   Federal income tax (benefit) expense............        35,887       (14,878)       19,360
                                                      -----------   -----------   -----------
 Net gain from operations..........................       100,541        72,498        67,588
   Net realized capital gains, after tax...........         2,085         1,544           407
                                                      -----------   -----------   -----------
 Net income........................................   $   102,626   $    74,042   $    67,995
                                                      -----------   -----------   -----------
                                                      -----------   -----------   -----------
</TABLE>
 
                 The accompanying notes are an integral part of
                  these statutory basis financial statements.
<PAGE>
F-4                                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                  STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
                               (STATUTORY BASIS)
                                     ($000)
 
<TABLE>
<CAPTION>
                                                         FOR THE YEARS ENDED DECEMBER 31,
                                                      ---------------------------------------
                                                         1998          1997          1996
                                                      -----------   -----------   -----------
 <S>                                                  <C>           <C>           <C>
 Common stock,
   Beginning and end of year.......................   $     2,500   $     2,500   $     2,500
                                                      -----------   -----------   -----------
 Gross paid-in and contributed surplus,
   Beginning and end of year.......................   $   226,043   $   226,043   $   226,043
                                                      -----------   -----------   -----------
 Unassigned funds
   Balance, beginning of year......................   $   143,257   $    74,570   $     9,791
   Net income......................................       102,626        74,042        67,995
   Change in net unrealized capital gains (losses)
    on common stocks and other invested assets.....         1,688         2,186        (5,171)
   Change in asset valuation reserve...............        (8,112)       (6,228)          568
   Change in non-admitted assets...................        (1,277)       (1,313)        1,387
   Credit on reinsurance ceded.....................         9,787            --            --
                                                      -----------   -----------   -----------
   Balance, end of year............................   $   247,969   $   143,257   $    74,570
                                                      -----------   -----------   -----------
 Capital and surplus,
   End of year.....................................   $   476,512   $   371,800   $   303,113
                                                      -----------   -----------   -----------
                                                      -----------   -----------   -----------
</TABLE>
 
                 The accompanying notes are an integral part of
                  these statutory basis financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-5
- --------------------------------------------------------------------------------
 
                            STATEMENTS OF CASH FLOWS
                               (STATUTORY BASIS)
                                     ($000)
 
<TABLE>
<CAPTION>
                                                         FOR THE YEARS ENDED DECEMBER 31,
                                                      ---------------------------------------
                                                         1998          1997          1996
                                                      -----------   -----------   -----------
 <S>                                                  <C>           <C>           <C>
 Operations
   Premiums and annuity considerations.............   $ 2,520,655   $ 2,277,874   $ 2,147,627
   Investment income...............................       127,425       101,991       106,178
   Other income....................................     4,092,964     4,381,718     4,396,892
                                                      -----------   -----------   -----------
     Total income..................................     6,741,044     6,761,583     6,650,697
                                                      -----------   -----------   -----------
   Benefits paid...................................       790,051       529,733       338,998
   Federal income taxes (received) paid on
    operations.....................................        25,780       (14,499)       28,857
   Other expenses..................................     5,859,063     5,754,725     6,254,139
                                                      -----------   -----------   -----------
     Total benefits and expenses...................     6,674,894     6,269,959     6,621,994
                                                      -----------   -----------   -----------
     Net cash from operations......................        66,150       491,624        28,703
                                                      -----------   -----------   -----------
 Proceeds from investments
   Bonds...........................................       633,926       614,413       871,019
   Common stocks...................................        34,010        11,481        72,100
   Mortgage loans..................................        85,275            --            --
   Other...........................................           127           152            10
                                                      -----------   -----------   -----------
     Net investment proceeds.......................       753,338       626,046       943,129
                                                      -----------   -----------   -----------
   Taxes paid on capital gains.....................            --            --           936
   Other cash provided.............................         1,269            --        41,998
                                                      -----------   -----------   -----------
     Total proceeds................................       820,757     1,117,670     1,012,894
                                                      -----------   -----------   -----------
 Cost of investments acquired
   Bonds...........................................       586,913       848,267       914,523
   Common stocks...................................         7,012        28,302        82,495
   Mortgage loans..................................        59,702        85,103            --
   Other...........................................         1,168        18,548           130
                                                      -----------   -----------   -----------
     Total investments acquired....................       654,795       980,220       997,148
                                                      -----------   -----------   -----------
 Other cash applied
   Other...........................................         5,439         4,848        12,220
                                                      -----------   -----------   -----------
     Total other cash applied......................         5,439         4,848        12,220
                                                      -----------   -----------   -----------
     Total applications............................       660,234       985,068     1,009,368
                                                      -----------   -----------   -----------
 Net change in cash and short-term investments.....       160,523       132,602         3,526
 Cash and short-term investments, beginning of
  year.............................................       309,432       176,830       173,304
                                                      -----------   -----------   -----------
 Cash and short-term investments, end of year......   $   469,955   $   309,432   $   176,830
                                                      -----------   -----------   -----------
                                                      -----------   -----------   -----------
</TABLE>
 
                 The accompanying notes are an integral part of
                  these statutory basis financial statements.
<PAGE>
F-6                                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                         NOTES TO FINANCIAL STATEMENTS
                               (STATUTORY BASIS)
                               DECEMBER 31, 1998
                 (AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)
 
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
ORGANIZATION
 
    Hartford Life and Annuity Insurance Company ("ILA" or "the Company"),
formerly known as ITT Hartford Life and Annuity Insurance Company, 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 basis financial statements were prepared in
conformity with statutory accounting practices prescribed or permitted by the
National Association of Insurance Commissioners ("NAIC"), the State of
Connecticut Department of Insurance and the State of Wisconsin for the 1996
period, as applicable. Certain prior year amounts and balances have been
reclassified to conform with current year presentation.
 
    Current prescribed statutory accounting practices include accounting
publications of the National Association of Insurance Commissioners ("NAIC"), as
well as state laws, regulations and general administrative rules. Permitted
statutory accounting practices encompass accounting practices approved by State
Insurance Departments. The Company does not follow any permitted statutory
accounting practices that have a material effect on statutory surplus, statutory
net income or risk-based capital.
 
    Final approval of the NAIC's proposed "Comprehensive Guide" on statutory
accounting principles was distributed in 1998. The requirements are effective
January 1, 2001, and are not expected to have a material impact on statutory
surplus of the Company.
 
    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
include those used in 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 for GAAP purposes;
 
(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;
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-7
- --------------------------------------------------------------------------------
 
(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.,
    negative Interest Maintenance Reserve, 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 currently, or using a twenty year phase-in approach, whereas GAAP
    liabilities are recorded upon adoption of the applicable standard;
 
(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;
    as well as, the accounting for retroactive reinsurance which is immediately
    charged to surplus for statutory accounting purposes whereas GAAP precludes
    immediate gain recognition unless the ceding enterprise's liability to its
    policyholders is extinguished; as well as reinsurance ceded that fails to
    meet GAAP risk transfer guidelines would result in deposit accounting for
    GAAP where as for statutory, reserves ceded and assumed would be reflected
    in the statutory basis statements of operations;
 
(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, the significant differences
between Statutory and GAAP basis net income and capital and surplus for the
Company are as follows:
 
<TABLE>
<CAPTION>
                                         1998          1997          1996
                                     ------------  ------------  ------------
<S>                                  <C>           <C>           <C>
GAAP Net Income....................  $     74,525  $     58,050  $     41,202
Amortization and deferral of policy
 acquisition costs, net............      (331,882)     (345,657)     (341,571)
Change in unearned revenue
 reserve...........................        22,131         4,641        55,504
Deferred taxes.....................         2,476        47,092         2,090
Separate accounts..................       259,287       282,818       306,978
Asset impairments and
 write-downs.......................        17,250            --            --
Benefit reserve adjustment.........        32,759        24,666        (1,013)
Deposit accounting for Lyndon
 reinsurance (Note 3)..............        24,627            --            --
Other, net.........................         1,453         2,432         4,805
                                     ------------  ------------  ------------
Statutory Net Income...............  $    102,626  $     74,042  $     67,995
                                     ------------  ------------  ------------
                                     ------------  ------------  ------------
GAAP Capital and Surplus...........  $    648,097  $    570,469  $    503,887
Deferred policy acquisition
 costs.............................    (1,615,653)   (1,283,771)     (938,114)
Unearned revenue reserve...........       156,920       134,789       130,148
Deferred taxes.....................        68,936        64,522        12,823
Separate accounts..................     1,183,642       924,355       640,101
Asset impairments and
 write-downs.......................        17,250            --            --
Unrealized gains on bonds..........       (26,119)      (21,451)       (7,978)
Benefit reserve adjustment.........        65,029        16,378         7,035
Asset valuation reserve............       (21,782)      (13,670)       (7,442)
Adjustment relating to Lyndon
 contribution (Note 3).............            --       (23,671)      (36,126)
Other, net.........................           192         3,850        (1,221)
                                     ------------  ------------  ------------
Statutory Capital and Surplus......  $    476,512  $    371,800  $    303,113
                                     ------------  ------------  ------------
                                     ------------  ------------  ------------
</TABLE>
 
    As more fully described in Note 3, Lyndon Insurance Company (Lyndon) was
contributed to the Company on June 30, 1995. The GAAP net assets contributed
exceeded the statutory basis net assets by $41,277 as of December 31, 1995,
relating primarily to statutory reserves for future
<PAGE>
F-8                                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
benefits, GAAP deposit accounting receivables and deferred tax liabilities. In
1998, the majority of the former Lyndon's assumed business was recaptured by the
unaffiliated direct writer.
 
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 basis statements
of operations.
 
INVESTMENTS
 
    Investments in bonds are carried at amortized cost. Bonds that 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.
Short-term investments consist of money market funds and are stated at cost,
which approximates fair value. 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 Company uses a variety of derivative financial instruments as part of an
overall risk management strategy. These instruments, including interest rate and
foreign currency swaps, caps, and floors are used as a means of hedging exposure
to price, foreign currency and/or interest rate risk on planned investment
purchases or existing assets and liabilities. The Company does not hold or issue
derivative financial instruments for trading purposes. Derivatives must be
designated at inception as a hedge measured for effectiveness both at inception
and on an ongoing basis. The Company's correlation threshold for hedge
designation is 80% to 120%. If correlation, which is assessed monthly and
measured based on a rolling three month average, falls outside the 80% to 120%
range, hedge accounting will be terminated.
 
    Interest rate swaps involve the periodic exchange of payments without the
exchange of underlying principal or notional amounts. Net receipts or payments
are accrued and recognized over the life of the swap agreement as an adjustment
to net investment income. Should the swap be terminated the gains or losses are
adjusted into the basis of the asset or liability and amortized over the
remaining life. Should the hedged asset be sold or liability terminated without
terminating the swap position, any swap gains or losses are immediately
recognized in net investment income. Interest rate swaps purchased in
anticipation of an asset purchase ("anticipatory transaction") are recognized
consistent with the underlying asset components such that the settlement
component is recognized in the statutory basis statements of operations while
the change in market value is recognized as an unrealized gain or loss. Foreign
currency swaps are similar to interest rate swaps except there is an initial
exchange of principal in two currencies and an agreement to re-exchange the
currencies at a future date, at an agreed upon exchange rate.
 
    Premiums paid on purchased floor or cap agreements and the premium received
on issued cap or floor agreements (used for risk management) are adjusted into
the basis of the applicable asset and amortized over the asset life. Gains or
losses on termination of such positions are adjusted into the basis of the asset
or liability and amortized over the remaining asset life. Net payments are
recognized as an adjustment to income or basis adjusted and amortized depending
on the specific hedge strategy.
 
    Derivatives used to create a synthetic asset must meet synthetic accounting
criteria, including designation at inception and consistency of terms between
the synthetic and the instrument being replicated. Consistent with industry
practice, synthetic instruments are accounted for like the financial instrument
they are intended to replicate. Derivatives which fail to meet risk management
criteria subsequent to acquisition, are accounted for at fair market value with
the impact reflected in the statutory basis statements of operations.
 
    Open forward commitment contracts are marked to market through surplus. Such
contracts are accounted for at settlement by recording the purchase of specified
securities at the previously committed price. Gains or losses resulting from
termination of the forward commitment contracts before the delivery of the
securities are recognized immediately in the statutory basis statements of
operations as a component of Net Realized Capital Gains, after tax.
 
    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 $8,112 and $6,228
in 1998 and 1997, respectively and decreased $(568) in 1996. Additionally, the
Interest Maintenance Reserve ("IMR") captures net realized capital gains and
losses, net
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-9
- --------------------------------------------------------------------------------
 
of applicable income taxes, resulting from changes in interest rates and
amortizes these gains or losses into income over the life of the mortgage loan
or bond sold. The IMR balance as of December 31, 1998 and December 31, 1997 was
$452 and $(193), respectively and is reflected in Other Liabilities and as a
component of non-admitted assets in Unassigned Funds for each of the years then
ended. For the years ended December 31, 1998, 1997 and 1996, amortization of IMR
is included in Other Revenues and was $(207), $(85) and $(392), respectively.
Realized capital gains and losses, net of taxes not included in IMR are reported
in the statutory basis statements of operations. Realized investment gains and
losses are determined on a specific identification basis.
 
OTHER LIABILITIES
 
    The amount reflected in other liabilities includes a receivable from the
separate accounts of $1,187 million and $923 million as of December 31, 1998 and
1997, respectively. The balances are classified in accordance with NAIC
prescribed practices.
MORTGAGE LOANS
 
    Mortgage loans, which are carried at cost and approximate fair value,
include investments in assets backed by mortgage loan pools.
 2. INVESTMENTS:
 
(A) COMPONENTS OF NET INVESTMENT INCOME
 
<TABLE>
<CAPTION>
                                      1998        1997       1996
                                   ----------  ----------  ---------
<S>                                <C>         <C>         <C>
Interest income from bonds and
 short-term investments..........  $  123,370  $  100,475  $  89,940
Interest income from policy
 loans...........................       3,133       1,958      1,846
Interest and dividends from other
 investments.....................       4,482       1,005      7,864
                                   ----------  ----------  ---------
Gross investment income..........     130,985     103,438     99,650
Less: investment expenses........       1,003       1,153      1,209
                                   ----------  ----------  ---------
Net investment income............  $  129,982  $  102,285  $  98,441
                                   ----------  ----------  ---------
                                   ----------  ----------  ---------
</TABLE>
 
(B) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON COMMON STOCKS
 
<TABLE>
<CAPTION>
                                    1998       1997       1996
                                  ---------  ---------  ---------
<S>                               <C>        <C>        <C>
Gross unrealized capital gains..  $   2,204  $     537  $     713
Gross unrealized capital
 losses.........................     (1,871)    (1,820)    (4,160)
                                  ---------  ---------  ---------
Net unrealized capital
 (losses)/gains.................        333     (1,283)    (3,447)
Balance, beginning of year......     (1,283)    (3,447)     1,724
                                  ---------  ---------  ---------
Change in net unrealized capital
 gains (losses) on Common
 stocks.........................  $   1,616  $   2,164  $  (5,171)
                                  ---------  ---------  ---------
                                  ---------  ---------  ---------
</TABLE>
 
(C) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON BONDS AND SHORT-TERM
INVESTMENTS
 
<TABLE>
<CAPTION>
                                   1998       1997        1996
                                ----------  ---------  ----------
<S>                             <C>         <C>        <C>
Gross unrealized capital
 gains........................  $   10,905  $  23,357  $   11,821
Gross unrealized capital
 losses.......................        (833)    (1,906)     (3,842)
                                ----------  ---------  ----------
Net unrealized capital
 gains........................      10,072     21,451       7,979
Balance, beginning of year....      21,451      7,979      20,877
                                ----------  ---------  ----------
Change in net unrealized
 capital gains on bonds and
 short-term investments.......  $  (11,379) $  13,472  $  (12,898)
                                ----------  ---------  ----------
                                ----------  ---------  ----------
</TABLE>
 
(D) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)
 
<TABLE>
<CAPTION>
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Bonds and short-term investments....  $   1,314  $    (120) $   2,756
Common stocks.......................      1,624         --         --
Real estate and other...............         (1)       114         --
                                      ---------  ---------  ---------
Realized capital (losses) gains.....      2,937         (6)     2,756
Capital gains (benefit) tax.........         --       (831)       936
                                      ---------  ---------  ---------
Net realized capital gains..........      2,937        825      1,820
Amounts transferred to IMR..........        852       (719)     1,413
                                      ---------  ---------  ---------
Net realized capital gains..........  $   2,085  $   1,544  $     407
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>
 
(E) OFF-BALANCE SHEET INVESTMENTS
 
    The Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1998.
 
(F) CONCENTRATION OF CREDIT RISK
 
    The Company has invested in securities of a single issuer, Bankers Trust
Corporation, in an amount greater than 10% of the Company's statutory capital
and surplus. The statement value of this investment was $105,221 as of December
31, 1998. The NAIC ratings on these holdings were 1z and 2. Excluding this and
U.S. government and government agency investments, the Company had no other
significant concentrations of credit risk as of December 31, 1998.
 
<PAGE>
F-10                                 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
(G) BONDS, SHORT-TERM INVESTMENTS AND COMMON STOCKS
 
<TABLE>
<CAPTION>
                                                                                         1998
                                                                   ------------------------------------------------
                                                                                 GROSS        GROSS
                                                                   AMORTIZED   UNREALIZED   UNREALIZED   ESTIMATED
                                                                      COST       GAINS        LOSSES     FAIR VALUE
                                                                   ----------  ----------   ----------   ----------
<S>                                                                <C>         <C>          <C>          <C>
U.S. government and government agencies and authorities:
  -- Guaranteed and sponsored....................................  $    4,982   $    35       $  (2)     $    5,015
  -- Guaranteed and sponsored -- asset-backed....................      75,615        --          --          75,615
States, municipalities and political subdivisions................      10,402       415          --          10,817
International governments........................................       7,466       568          --           8,034
Public utilities.................................................      94,475     1,330         (39)         95,766
All other corporate..............................................     607,679     8,473        (792)        615,360
All other corporate -- asset-backed..............................     505,900        --          --         505,900
Short-term investments...........................................     343,783        --          --         343,783
Certificates of deposit..........................................     130,216        84          --         130,300
Parents, subsidiaries and affiliates.............................     117,057        --          --         117,057
                                                                   ----------  ----------   ----------   ----------
Total bonds and short-term investments...........................  $1,897,575   $10,905       $(833)     $1,907,647
                                                                   ----------  ----------   ----------   ----------
                                                                   ----------  ----------   ----------   ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                 GROSS        GROSS
                                                                               UNREALIZED   UNREALIZED   ESTIMATED
                                                                     COST        GAINS        LOSSES     FAIR VALUE
                                                                   ---------   ----------   ----------   ----------
<S>                                                                <C>         <C>          <C>          <C>
    Common stock -- unaffiliated.................................   $ 4,933      $  290      $   (50)     $ 5,173
    Common stock -- affiliated...................................    35,384       1,914       (1,821)      35,477
                                                                   ---------   ----------   ----------   ----------
    Total common stocks..........................................   $40,317      $2,204      $(1,871)     $40,650
                                                                   ---------   ----------   ----------   ----------
                                                                   ---------   ----------   ----------   ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                         1997
                                                                   ------------------------------------------------
                                                                                 GROSS        GROSS
                                                                   AMORTIZED   UNREALIZED   UNREALIZED   ESTIMATED
                                                                      COST       GAINS        LOSSES     FAIR 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           --         26,733
International governments........................................       7,609       500           --          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        --           --         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   ESTIMATED
                                                                     COST        GAINS        LOSSES     FAIR VALUE
                                                                   ---------   ----------   ----------   ----------
<S>                                                                <C>         <C>          <C>          <C>
    Common stock -- unaffiliated.................................   $30,307       $537       $    --      $30,844
    Common stock -- affiliated...................................    35,384         --        (1,820)      33,564
                                                                   ---------     -----      ----------   ----------
    Total common stocks..........................................   $65,691       $537       $(1,820)     $64,408
                                                                   ---------     -----      ----------   ----------
                                                                   ---------     -----      ----------   ----------
</TABLE>
 
    The amortized cost and estimated fair value of bonds and short-term
investments as of December 31, 1998 by estimated maturity year are shown below.
Asset-backed securities, including mortgage backed securities and
collaterialized mortgage obligations, are distributed to maturity year based on
ILA's estimates of the rate of future prepayments of principal over the
remaining lives of the securities. Expected maturities differ from contractual
maturities due to call or repayment provisions.
 
<TABLE>
<CAPTION>
                                      AMORTIZED     ESTIMATED
             MATURITY                    COST       FAIR VALUE
- -----------------------------------  ------------  ------------
<S>                                  <C>           <C>
One year or less...................  $    788,845  $    792,826
Over one year through five years...       689,025       692,811
Over five years through ten
 years.............................       308,661       310,357
Over ten years.....................       111,044       111,653
                                     ------------  ------------
Total..............................  $  1,897,575  $  1,907,647
                                     ------------  ------------
                                     ------------  ------------
</TABLE>
 
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                 F-11
- --------------------------------------------------------------------------------
 
    Proceeds from sales and maturities of investments in bonds and short-term
investments during 1998, 1997 and 1996 were $1,354,563, $1,435,820 and
$1,139,073, respectively, resulting in gross realized gains of $1,705, $964 and
$3,675, respectively, and gross realized losses of $391, $1,084 and $919,
respectively, before transfers to IMR.
 
(H) FAIR VALUE OF FINANCIAL INSTRUMENTS BALANCE SHEET ITEMS (IN MILLIONS):
 
<TABLE>
<CAPTION>
                                                1998                        1997
                                     --------------------------  --------------------------
                                       CARRYING     ESTIMATED      CARRYING     ESTIMATED
                                        AMOUNT      FAIR VALUE      AMOUNT      FAIR VALUE
                                     ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
ASSETS
  Bonds and short-term
   investments.....................  $     1,898   $     1,908   $     1,779   $     1,800
  Common stocks....................           41            41            64            64
  Policy loans.....................           47            47            37            37
  Mortgage loans...................           60            60            85            85
  Other invested assets............            2             2            21            21
LIABILITIES
  Liabilities on investment
   contracts.......................  $     2,053   $     2,129   $     1,911   $     1,835
</TABLE>
 
    The estimated fair value of bonds and short-term investments was determined
by the Company primarily using NAIC market values. The carrying amounts for
policy loans approximates fair value. The fair value of mortgage loans was
determined by discounting future expected cash flows using interest rates
currently being offered for similar loans. The fair value of liabilities on
investment contracts is determined by forecasting future cash flows and
discounting the forecasted cash flows at current market interest rates.
 
 3. AGGREGATE RESERVES FOR FUTURE BENEFITS
 
    The Company's existing reserves consist of life, health, annuity and
supplementary contracts. The Company cedes and assumes insurance to and from
non-affiliated insurers in order to limit its maximum loss. Such transfers do
not relieve the Company or the unaffiliated reinsured of their primary
liabilities. The Company cedes to RGA Reinsurance Company and its affiliate
Employers Reassurance Corporation, on a modified coinsurance basis, 80% of the
variable annuity business written since 1994 and 100% of the variable life and
variable universal life excess sales load refund obligation effective 1998.
There were no material reinsurance recoverables from reinsurers outstanding as
of, and for the years ended, December 31, 1998 and 1997.
 
    A summary of reinsurance information as of and for the years ended December
31, follows:
<TABLE>
<CAPTION>
1998                                    DIRECT       ASSUMED        CEDED          NET
- -----------------------------------  ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
Premium and Annuity
 Considerations....................  $    483,328  $     24,954  $    (38,939) $    469,343
Death, Annuity, Disability and
 Other Benefits....................  $     64,331  $      1,574  $    (16,401) $     49,504
Surrenders.........................  $    739,663  $         --  $         --  $    739,663
Aggregate Reserves for Future
 Benefits..........................  $    713,425  $         --  $   (134,285) $    579,140
Policy and Contract Claims.........  $      5,895  $         85  $       (313) $      5,667
 
<CAPTION>
 
1997                                    DIRECT       ASSUMED        CEDED          NET
- -----------------------------------  ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
Premium and Annuity
 Considerations....................  $    266,427  $     51,630  $    (21,412) $    296,645
Death, Annuity, Disability and
 Other Benefits....................  $     79,779  $        839  $     (7,126) $     73,492
Surrenders.........................  $    454,417  $         --  $         --  $    454,417
Aggregate Reserves for Future
 Benefits..........................  $    651,820  $         --  $    (46,637) $    605,183
Policy and Contract Claims.........  $      5,861  $        157  $       (346) $      5,672
<CAPTION>
 
1996                                    DIRECT       ASSUMED        CEDED          NET
- -----------------------------------  ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
Premium and Annuity
 Considerations....................  $    226,612  $     33,817  $    (10,185) $    250,244
Death, Annuity, Disability and
 Other Benefits....................  $     34,950  $     35,138  $     (3,339) $     66,749
Surrenders.........................  $    270,165  $         --  $         --  $    270,165
</TABLE>
 
    In connection with the distribution described in Note 1, on June 30, 1995,
the assets of Lyndon were contributed to the Company. The statutory basis assets
in excess of statutory basis liabilities was approximately $112 million and was
reflected as an increase in Gross Paid-In and Contributed Surplus at December
31, 1995. In 1998, the majority of former Lyndon's assumed business was
recaptured by the unaffiliated direct writer. A ceding commission of $25,622 and
change in reserve of $26,404 for the year ended December 31, 1998, is reflected
in Other Revenue and Increase/(Decrease) in Aggregate Reserves for Future
Benefits in the statutory basis statements of operations, respectively.
<PAGE>
F-12                                 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
    Analysis of Annuity Actuarial Reserves and Deposit Liabilities by Withdrawal
Characteristics as of December 31, 1998 (including general and separate account
liabilities) are as follows:
 
<TABLE>
<CAPTION>
                                                          % OF
SUBJECT TO DISCRETIONARY WITHDRAWAL:        AMOUNT        TOTAL
- ---------------------------------------  -------------  ---------
<S>                                      <C>            <C>
With market value adjustment...........  $       4,563       0.0%
At book value less current surrender
 charge of 5% or more..................      1,378,056       4.1%
At market value........................     31,087,511      93.8%
                                         -------------  ---------
Total with adjustment or at market
 value.................................     32,470,130      97.9%
At book value without adjustment
 (minimal or no charge or
 adjustment)...........................        665,159       2.0%
Not subject to discretionary
 withdrawal............................         19,739       0.1%
                                         -------------  ---------
Reinsurance ceded......................     33,155,028
    Total, net.........................  $  33,155,028
                                         -------------
                                         -------------
</TABLE>
 
 4. RELATED PARTY TRANSACTIONS:
 
    Transactions between the Company and its affiliates within The Hartford
relate principally to tax settlements, reinsurance, rental and service fees,
capital contributions and payments of dividends. The Company has also invested
in bonds of its affiliates, Hartford Financial Services Corporation and HL
Investment Advisors, Inc., and common stock of its subsidiary, ITT Hartford
Life, LTD.
 
 5. 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 filing separate Federal, state and local
income tax returns.
 
    As long as The Hartford continues to own 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 intention of The Hartford and
its non-life subsidiaries to file a single consolidated Federal income tax
return. The life insurance companies will file a separate consolidated Federal
income tax return. Federal income taxes (received) paid by the Company for
operations and capital gains were $25,780, $(14,499) and $29,793 in 1998, 1997
and 1996, respectively. The effective tax rate was 26%, (26)% and 22% in 1998,
1997 and 1996, respectively.
 
    The Company is currently under audit by the Internal Revenue Service (IRS)
for the three year tax period ending 1995. The audit is not yet complete. As of
December 31, 1998, the Company does not currently expect any material
adjustments to arise from this audit.
 
    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>
                                              1998       1997       1996
                                            ---------  ---------  ---------
<S>                                         <C>        <C>        <C>
Tax provision at U.S. Federal statutory
 rate.....................................  $      48  $      20  $      30
Tax deferred acquisition costs............         25         25         27
Statutory to tax reserve differences......          8          1         --
Unrealized gain on separate accounts......        (41)       (44)       (21)
Investments and other.....................         (4)       (17)       (17)
                                            ---------  ---------  ---------
Federal income tax (benefit) expense......  $      36  $     (15) $      19
                                            ---------  ---------  ---------
                                            ---------  ---------  ---------
</TABLE>
 
 6.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 generally
restricted to the greater of 10% of surplus as of the preceding December 31st or
the net gain from operations for the previous year. Dividends are paid as
determined by the Board of Directors and are not cumulative. No dividends were
paid in 1998, 1997 and 1996. The amount available for dividend in 1999 is
$100,541.
 
 7. PENSION PLANS AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS:
 
    HLI'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. HLI'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, as amended, and the maximum amount that can be deducted
for U.S. Federal income tax purposes. Generally, pension costs are funded
through the purchase of affiliated group pension contracts. The cost to HLI was
approximately $9,000 in 1998 and $7,000 in both 1997 and 1996.
 
    HLI also provides, through The Hartford, certain health care and life
insurance benefits for eligible retired employees. A substantial portion of
HLI's employees may become eligible for these benefits upon retirement. HLI's
contribution for health care benefits will depend on the retiree's date of
retirement and years of service. In addition, the plan has a defined dollar cap
which limits average company contributions. HLI 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. Postretirement health
care and life insurance
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                 F-13
- --------------------------------------------------------------------------------
 
benefits expense, allocated by The Hartford, was immaterial to the results of
operations for 1998, 1997 and 1996.
 
    The assumed rate in the per capita cost of health care (the health care
trend rate) was 7.8% for 1998, decreasing ratably to 5.0% in the year 2003.
Increasing the health care trend rates by one percent per year would have an
immaterial impact on the accumulated postretirement benefit obligation and the
annual expense. To the extent that the actual experience differs from the
inherent assumptions, the effect will be amortized over the average future
service of covered employees.
 
 8. SEPARATE ACCOUNTS:
 
    The Company maintains separate account assets and liabilities totaling $32.9
billion and $23.2 billion as of December 31, 1998 and 1997, 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
$360 million, $252 million and $144 million in 1998, 1997 and 1996,
respectively, and are recorded as a component of other revenues on the statutory
basis statements of operations.
 
 9. COMMITMENTS AND CONTINGENCIES:
 
    As of December 31, 1998, 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 pending and threatened litigation in
the normal course of its business in which claims for monetary and punitive
damages have been asserted. Although there can be no assurances, at the present
time the Company does not anticipate that the ultimate liability arising from
such pending or threatened litigation, after consideration of provisions made
for potential losses and costs of defense, will have a material adverse effect
on the statutory capital and surplus of the Company.
 
    As discussed in Note 5, issues may potentially be raised by the IRS in
future audits of open years. Management does not believe that possible audit
adjustments will have a material effect on the statutory capital and surplus of
the Company.
 
    Under insurance guaranty fund laws in each state, insurers licensed to do
business 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 $1,043, $1,544 and $1,262 in 1998, 1997 and
1996, respectively. ILA incurred guaranteed fund expense of $548 in 1998, 1997
and 1996.
<PAGE>
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                       PART C











<PAGE>
                                 OTHER INFORMATION

Item 27.  Exhibits

     (a)  Resolution of the Board of Directors of Hartford Life and Annuity
          Insurance Company ("Hartford") authorizing the establishment of the
          Separate Account.(1)

     (b)  Not Applicable.

     (b)  Principal Underwriting Agreement.(2)

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

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

     (f)  Certificate of Incorporation of Hartford(3) and Bylaws of Hartford.(2)

     (g)  Form of Reinsurance Contract.

     (h)  Form of Participation Agreement.

     (i)  Not Applicable.

     (j)  Not Applicable.

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

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

_______________

(1)  Incorporated by reference to Post-Effective Amendment No. 2 to the
     Registration Statement on Form S-6, File No. 33-83650, of Hartford Life and
     Annuity Insurance Company filed with the Securities and Exchange Commission
     on May 1, 1995.

(2)  Incorporated by reference to Post-Effective Amendment No. 3 to the
     Registration Statement on Form S-6, File No. 33-83650, of Hartford Life and
     Annuity Insurance Company filed with the Securities and Exchange Commission
     on May 1, 1996.

(3)  Incorporated by reference to Post-Effective Amendment No. 2 to the
     Registration Statement on Form S-6, File No. 333-36349, of Hartford Life
     and Annuity Insurance Company filed with the Securities and Exchange
     Commission on August 4, 1998.


<PAGE>
                                     -2-

     (m)  Not Applicable.

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

     (o)  No financial statement will be omitted.

     (p)  Not Applicable.

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

     (r)  Power of Attorney.

     (s)  Organizational Chart.


Item 28.  Officers and Directors.

- -------------------------------------------------------------------------------
 NAME, AGE                      POSITION WITH HARTFORD
- -------------------------------------------------------------------------------
 Wendell J. Bossen              Vice President
- -------------------------------------------------------------------------------
 Gregory A. Boyko               Senior Vice President, Director*
- -------------------------------------------------------------------------------
 Peter W. Cummins               Senior Vice President
- -------------------------------------------------------------------------------
 Timothy M. Fitch               Vice President & Actuary
- -------------------------------------------------------------------------------
 Mary Jane B. Fortin            Vice President & Chief Accounting Officer
- -------------------------------------------------------------------------------
 David T. Foy                   Senior Vice President & Treasurer
- -------------------------------------------------------------------------------
 Lynda Godkin                   Senior Vice President, General Counsel, and
                                Corporate Secretary, Director*
- -------------------------------------------------------------------------------
 Lois W. Grady                  Senior Vice President    
- -------------------------------------------------------------------------------
 Stephen T. Joyce               Vice President
- -------------------------------------------------------------------------------
 Michael D. Keeler              Vice President
- -------------------------------------------------------------------------------
 Robert A. Kerzner              Senior Vice President
- -------------------------------------------------------------------------------
 Thomas M. Marra                Executive Vice President, Director*
- -------------------------------------------------------------------------------
 Steven L. Matthiesen           Vice President
- -------------------------------------------------------------------------------
 Craig R. Raymond               Senior Vice President and Chief Actuary
- -------------------------------------------------------------------------------
 Lowndes A. Smith               President and Chief Executive Officer,
                                Director*
- -------------------------------------------------------------------------------
 David M. Znamierowski          Senior Vice President, Director*
- -------------------------------------------------------------------------------

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

____________
    *  Denotes  Board of Directors of Hartford.

Item 29.  Persons Controlled By or Under Common Control with the Depositor or 
          Registrant

          Filed herewith as Exhibit (s).

<PAGE>

                                    -3-

Item 30:  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 become subject by 
reason of being or having been employees or officers of the Registrant.  
Connecticut law does not prescribe standards for the indemnification of 
officers, employees and agents and expressly states that their 
indemnification may be broader than the right of indemnification granted to 
directors. 
    

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

Notwithstanding the fact that Connecticut law obligates the Registrant to 
indemnify only a director that was successful on the merits in a suit, under 
Article VIII, Section 2 of the Registrant's bylaws, the Registrant must 
indemnify both directors and officers of the Registrant who are parties or 
threatened to be parties to a legal proceeding by reason of his being or 
having been a director or officer of the Registrant for any expenses if he 
acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the company, and with respect to criminal 
proceedings, had no reason to believe his conduct was unlawful.  Unless 
otherwise mandated by a court, no indemnification shall be made if such 
officer or director is adjudged to be liable for negligence or misconduct in 
the performance of his duty to the Registrant. 

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.

<PAGE>

                                     -4-

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, 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.

Item 31.  Principal Underwriters

     (a)  HSD acts as principal underwriter for the following investment
companies:

     Hartford Life Insurance Company - Separate Account One
     Hartford Life Insurance Company - Separate Account Two 
     Hartford Life Insurance Company - Separate Account Two (DC Variable 
      Account I)
     Hartford Life Insurance Company - Separate Account Two (DC Variable 
      Account II)
     Hartford Life Insurance Company - Separate Account Two (QP Variable
      Account)
     Hartford Life Insurance Company - Separate Account Two (Variable 
      Account "A")
     Hartford Life Insurance Company - Separate Account Two (NQ Variable
     Account)
     Hartford Life Insurance Company - Putnam Capital Manager Trust Separate 
     Account
     Hartford Life Insurance Company - Separate Account Three
     Hartford Life Insurance Company - Separate Account Five
     Hartford Life Insurance Company - Separate Account Seven
     Hartford Life and Annuity Insurance Company - Separate Account One
     Hartford Life and Annuity Insurance Company - Putnam Capital Manager
      Trust Separate Account Two
     Hartford Life and Annuity Insurance Company - Separate Account Three
     Hartford Life and Annuity Insurance Company - Separate Account Five 
     Hartford Life and Annuity Insurance Company - Separate Account Six
     Alpine Life Insurance Company VA - Separate Account One
     Alpine Life Insurance Company VL - Separate Account Two
     American Maturity Life Insurance Company - Separate Account AMLVA
     Royal Life Insurance Company of America VA - Separate Account One
     Royal Life Insurance Company of America VL - Separate Account Two

<PAGE>
                                     -5-

(b)  Directors and Officers of HSD

     Name and Principal                Positions and Offices
      Business Address                   With  Underwriter
     ------------------                ----------------------
     Lowndes A. Smith         President and Chief Executive Officer, Director
     Thomas M. Marra          Executive Vice President, Director
     Robert A. Kerzner        Executive Vice President
     Lynda Godkin             Senior Vice President, General Counsel and
                              Corporate Secretary, Director
     Peter W. Cummins         Senior Vice President 
     David T. Foy             Treasurer
     George R. Jay            Controller
     
   
Unless otherwise indicated, the principal business address of each of the above
individuals is P.O. Box 2999, Hartford, CT  06104-2999.
    

Item 32.  Location of Accounts and Records

          All of the accounts, books, records or other documents required 
          to be kept by Section 31(a) of the Investment Company Act of 1940 
          and rules thereunder, are maintained by Hartford at 200 Hopmeadow 
          Street, Simsbury, Connecticut 06089.

Item 33.  Management Services

All management contracts are discussed in Part A and Part B of this Registration
Statement.

Item 34.   Representation of Reasonableness of Fees

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.

<PAGE>

                                     SIGNATURES
                                     ----------

Pursuant to the requirements of the Securities Act and the Investment Company
Act, the Registrant certifies that it meets all of the requirements for
effectiveness of this registration statement under rule 485(b) under the
Securities Act and has duly caused this registration statement to be signed on
its behalf by the undersigned, duly authorized, in the Town of Simsbury, and
State of Connecticut on the day of April 12, 1999.

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 
SEPARATE ACCOUNT FIVE
(Registrant)
     
*By: David T. Foy                           *By:   /s/ Marianne O'Doherty 
     -------------------------------               ---------------------------
     David T. Foy, Senior Vice                     Marianne O'Doherty
     President & Treasurer                         Attorney-In-Fact       

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(Depositor)

*By: David T. Foy
     --------------------------------
     David T. Foy, Senior Vice 
     President & Treasurer 
 
Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons and in the capacities and 
on the dates indicated.

Gregory A. Boyko, Senior Vice President, Director*
Lynda Godkin, Senior Vice President, General      *By: /s/ Marianne O'Doherty 
 Counsel, & Corporate Secretary, Director*             ----------------------
Thomas M. Marra, Executive Vice                        Marianne O'Doherty
 President, Director *                                 Attorney-In-Fact
Lowndes A. Smith, President,                 
   Chief Executive Officer, Director *       
David M. Znamierowski, Senior Vice President,          Dated: April 12, 1999 
   Director*

<PAGE>

                                   EXHIBIT INDEX
   
1.1  Form of Reinsurance Contract.

1.2  Form of Participation Agreement.

1.3  Opinion and Consent of Lynda Godkin, Senior Vice President, General 
     Counsel and Corporate Secretary.

1.4  Opinion and Consent of Michael R. Winterfield, FSA, MAAA.

1.5  Consent of Arthur Andersen LLP, Independent Public Accountants.

1.6  Power of Attorney.

1.7  Organizational Chart.
    


<PAGE>


                           AUTOMATIC YEARLY RENEWABLE TERM

                                REINSURANCE AGREEMENT




                                       between




                    HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
                          HARTFORD LIFE INSURANCE COMPANY
                                        and
                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                          
                                          
                                          
                                        and
                                          
                                          
                                          
                                    [REINSURER]
                                          
                                          
                                          
                                 Effective: [DATE]


<PAGE>

                                       ARTICLES

     I.        Parties to the Agreement . . . . . . . . . . . . . 1
     II.       Reinsurance Coverage . . . . . . . . . . . . . . . 1
     III.      Liability. . . . . . . . . . . . . . . . . . . . . 3
     IV.       Reinsurance Premiums . . . . . . . . . . . . . . . 4
     V.        Oversights . . . . . . . . . . . . . . . . . . . . 5
     VI.       Changes, Reductions and Terminations . . . . . . . 6
     VII.      Increase in Retention. . . . . . . . . . . . . . . 7
     VIII.     Reinstatement. . . . . . . . . . . . . . . . . . . 8
     IX.       Expenses . . . . . . . . . . . . . . . . . . . . . 9
     X.        Claims . . . . . . . . . . . . . . . . . . . . . . 9
     XI.       Extra-Contractual Damages. . . . . . . . . . . . .11
     XII.      Inspection of Records. . . . . . . . . . . . . . .12
     XIII.     DAC Tax - Section 1.848-2 (g)(8) Election. . . . .12
     XIV.      Insolvency . . . . . . . . . . . . . . . . . . . .13
     XV.       Offset . . . . . . . . . . . . . . . . . . . . . .14
     XVI.      Arbitration. . . . . . . . . . . . . . . . . . . .14
     XVII.     Termination. . . . . . . . . . . . . . . . . . . .15
     XVIII.    Entire Agreement and Amendments. . . . . . . . . .15
     XIX.      Effective Date . . . . . . . . . . . . . . . . . .16
     XX.       Execution. . . . . . . . . . . . . . . . . . . . .17


                                     SCHEDULES

                         A  Specifications
                         B  Basis of Reinsurance
                                          
                                          
                                      EXHIBITS
                                          
                         I   Reinsurance Premiums
                         II  Retention, Binding, and Issue Limits


All Schedules and Exhibits attached will be considered part of this Reinsurance
                                      Agreement.


<PAGE>

                                     ARTICLE I
                                          
                              PARTIES TO THE AGREEMENT
                                          
This Agreement is between three Hartford Life Companies, Hartford Life Insurance
Company, Hartford Life and Accident Insurance Company, and Hartford Life and
Annuity Insurance Company (collectively referred to as the Ceding Company) and
[Reinsurance Company] (referred to as the Reinsurer).  The Reinsurer agrees that
the terms and conditions of this Agreement shall apply to each of the Hartford
Life Companies individually, unless otherwise set forth herein.


                                      ARTICLE II

                                 REINSURANCE COVERAGE

Reinsurance under this Agreement will apply to insurance issued by Ceding
Company on the Plans of Insurance shown in Schedule A.  Such Plans of Insurance
shall be reinsured with the Reinsurer on an automatic basis, subject to the
requirements set forth in Section A below or on a facultative basis, subject to
the requirements set forth in Section B below.  The specifications for all
reinsurance under this Agreement are provided in Schedule A.

A.   Requirements for Automatic Reinsurance

     For risks which meet the requirements for automatic reinsurance as set
     forth below, Reinsurer will participate in a reinsurance pool whereby
     Reinsurer will automatically reinsure a portion of the insurance risks as
     indicated in Schedule A. The requirements for automatic reinsurance are as
     follows:

     1.   Each life must be a resident of the United States or Canada at the
          time of application.

     2.   Each life must be underwritten according to the Ceding Company's
          standard underwriting practices and guidelines.  Any life falling into
          the category of special underwriting programs will be excluded from
          this Agreement unless previously agreed to by the Reinsurer via a
          written amendment.

     3.   Any risk offered on a facultative basis by the Ceding Company to the
          Reinsurer or any other company will not qualify for automatic
          reinsurance under this Agreement for the same risk and same life.

     4.   The maximum issue age on any risk will be age 85.


<PAGE>

     5.   The mortality rating on each risk must not exceed Table 16, Table P,
          or 500%, or its equivalent, as shown in the Ceding Company's retention
          schedule, on a flat extra premium basis.  However, one life may be
          uninsurable if the other life meets the preceding requirements.

     6.   The total face amount of insurance for the Plans of Insurance in
          Schedule A to be reinsured on an automatic basis must not exceed the
          Automatic Issue Limits in Exhibit II.

     7.   The total amount of insurance issued and applied for in all companies
          on each life must not exceed the jumbo limits as stated in Exhibit II.

     8.   The Ceding Company shall retain it's maximum limit of retention for
          the age and risk classification of each life, as shown in Exhibit II,
          either on previous insurance or insurance currently applied for.


B.   Requirements for Facultative Reinsurance

     1.   If the requirements for automatic reinsurance are met, but the Ceding
          Company prefers to apply for facultative reinsurance with the
          Reinsurer, or if the requirements for automatic reinsurance are not
          met and the Ceding Company applies for facultative reinsurance with
          the Reinsurer, then the Ceding Company must submit to the Reinsurer
          all the papers relating to the insurability of each life for
          facultative reinsurance.

     2.   For applications for facultative reinsurance, Ceding Company will send
          copies of all of the papers relating to the insurability of each life
          to the Reinsurer.  After the Reinsurer has examined the request, the
          Reinsurer will promptly notify the Ceding Company of the underwriting
          offer subject to additional requirements or the final underwriting
          offer.  The final underwriting offer on the risk will automatically
          terminate upon the earlier of the withdrawal of the application or 120
          days from the date of the final offer, unless accepted earlier.

     3.   Notwithstanding the above, if the requirements for automatic
          reinsurance are met except that the face amount of insurance applied
          for is greater than the Automatic Issue Limit, but does not exceed the
          Auto Process Limit, then the Ceding Company will submit to the Lead
          Reinsurer,(as designated in Schedule A), all papers relating to the
          insurability of each life.  The Lead Reinsurer


<PAGE>

          shall review the papers to determine if the risk should be reinsured
          by the Pool, and, if so, on what basis.  The Lead Reinsurer shall
          provide Ceding Company with a response within 24 hours of receipt of
          the papers.  Approval of the Lead Reinsurer shall be binding on all
          other Pool members.  This process shall be known as Automatic
          Processing and subject to the limitations in Exhibit II.

C.   Basis of Reinsurance

     Reinsurance under this Agreement will be on the basis as stated in Schedule
     B.

D.   Policy Forms.

     When requested, the Ceding Company will furnish the Reinsurer with a copy
     of each policy, rider, rate book, and applicable sales or marketing
     material which applies to the life insurance reinsured hereunder.


                                     ARTICLE III

                                      LIABILITY

A.   The Reinsurer's liability for automatic reinsurance will begin
     simultaneously with the Ceding Company's liability except for those risks
     which qualify for automatic reinsurance but are submitted on a facultative
     basis.


B.   The Reinsurer's liability for facultative reinsurance will begin
     simultaneously with the Ceding Company's liability once the Reinsurer has
     accepted the application for facultative reinsurance and the Ceding Company
     has accepted the offer.

C.   In no event shall the reinsurance be in force and binding if the issuance
     and delivery of such insurance constituted the doing of business in a
     jurisdiction in which the ceding company was not properly licensed.

D.   The Reinsurer's liability for reinsurance on each risk will terminate when
     the Ceding Company's liability terminates.

E.   The liability of each pool member shall be separate and not joint with the
     other pool members.

F.   Payment of reinsurance premiums is a condition precedent to the Reinsurer's
     liability.


<PAGE>

G.   The Reinsurer shall establish reserves on Reinsurer's portion of the policy
     on the reserve basis specified in Schedule B.


<PAGE>

                                      ARTICLE IV

                                 REINSURANCE PREMIUMS

A.   Computation.

     Premiums for reinsurance under this Agreement will be computed as described
     in Exhibit I.  

B.   Premium Accounting.

     1.   Payment of Reinsurance Premiums.

          For automatic and facultative reinsurance, following the close of each
          calendar month, the Ceding Company will send the Reinsurer a statement
          and a listing of new business, changes and terminations.

          If a net reinsurance premium balance is payable to the Reinsurer, the
          Ceding Company will forward this balance within (60) sixty days after
          the close of each month.

          If a net reinsurance premium balance is payable to the Ceding Company,
          the balance due will be subtracted from the reinsurance premium
          payable by Ceding Company for the current month and any remaining
          balance due the Ceding Company shall be paid by the Reinsurer within
          (60) sixty days after the Ceding Company submits the statement.

     2.   Non-Payment of Premium

          If reinsurance premiums are delinquent, the Reinsurer has the right to
          terminate the reinsurance risks on those policies listed on the
          delinquent monthly statement by giving the Ceding Company ninety days'
          advance written notice.  If the delinquent premiums have not been paid
          as of the close of the ninety-day period, the Reinsurer's liability
          will terminate for the risks described in the delinquency notice.

          Regardless of the termination, the Ceding Company will continue to be
          liable to the Reinsurer for all unpaid reinsurance premiums earned.


     3.   Reinstatement


<PAGE>

          The Ceding Company may reinstate the risks terminated due to non
          payment of reinsurance premium within sixty days after the effective
          date of termination by paying the unpaid reinsurance premiums for the
          risks in force prior to the termination.  However, the Reinsurer will
          not be liable for any claim incurred between the date of termination
          and reinstatement.  The effective date of reinstatement will be the
          date the required back premiums are received.

     4.   Currency

          The reinsurance premiums and benefits payable under this Agreement
          will be payable in the lawful money of the United States.

     5.   Detailed Listing

          The Ceding Company will send the Reinsurer a detailed listing of all
          reinsurance in force as of the close of the immediately preceding
          calendar year.

     6.   Guaranteed Rates

          For technical reasons relating to the uncertain status of deficiency
          reserve requirements by the various state insurance departments, the
          life reinsurance rates cannot be guaranteed for more than one year. 
          On all reinsurance ceded at these rates, however, the Reinsurer
          anticipates continuing to accept premiums on the basis of the rates
          shown in Exhibit I.


                                     ARTICLE V

                                      OVERSIGHTS

If there is an unintentional oversight or misunderstanding in the administration
of this Agreement by Ceding Company or Reinsurer, it can be corrected provided
the correction takes place within a reasonable time after the oversight or
misunderstanding is first discovered.  Both Ceding Company and the Reinsurer
will be restored to the position they would have occupied had the oversight or
misunderstanding not occurred.


<PAGE>

                                      ARTICLE VI

                         CHANGES, REDUCTIONS AND TERMINATIONS

A.   Replacement or Change

     If there is a contractual change or non-contractual replacement of the
     insurance reinsured under this Agreement where full underwriting evidence
     according to the Ceding Company's regular underwriting rules is not
     required, the insurance may continue to be reinsured with the Reinsurer
     provided it meets the minimum reinsurance cession amount stated in Schedule
     A.  If a non-contractual change is requested on a facultatively reinsured
     policy, the Reinsurer must consent to the change.

B.   Increases or Decreases

     1.   If the policy face amount of a risk reinsured automatically under this
          Agreement increases and:

          a.   The increase is subject to new underwriting evidence, then the
               provisions of Article Ii, Section A, shall apply to the increase
               in reinsurance.

          b.   The increase is not subject to new underwriting evidence, then
               Reinsurer will accept automatically the increase in reinsurance
               but not to exceed the automatic binding limit.

     2.   If the policy face amount increases, the Ceding Company's retention
          will be filled first, then any remaining risk of the increase will be
          ceded to the Reinsurer as of the effective date of the increase.  If
          the policy face amount is reduced, the reinsurance will be reduced
          first, thereby maintaining the Ceding Company's retention.  Reinsurer
          will refund to Ceding Company all unearned reinsurance premiums not
          including policy fees, less applicable allowances, arising from
          reductions, terminations and changes as described in this Article.

     3.   In the event of a reduction in the face amount of a policy which was
          ceded facultatively, the Reinsurer's percentage of the reduced face
          amount should be the same percentage of the initial reinsurance ceded.

     4.   Increases in face amount of policies reinsured on a facultative basis,
          will be submitted to the Reinsurer for acceptance.


<PAGE>

C.   Reduction in Retained Coverage

     If any portion of the aggregate insurance retained by Ceding Company on an
     individual life reduces or terminates, any reinsurance under this Agreement
     based on the same life may also be reduced or terminated.  Ceding Company
     will reduce the reinsurance by applying the retention limits which were in
     effect at the time each policy was issued.  Ceding Company will not be
     required to retain an amount in excess of its regular retention limit for
     the age, mortality rating and risk classification at the time of issue for
     any policy on which reinsurance is being reduced.

     The reinsurance to be terminated or reduced will be determined by
     chronological order in which the reinsurance was first reinsured, thereby
     reducing or terminating the oldest risks first.

D.   Multiple Reinsurers

     If a risk is shared by more than one reinsurer, Reinsurer's percentage of
     any increased or reduced reinsurance will be the same as its initial
     percentage of the reinsurance for that risk.

E.   Termination

     If the policy for a risk reinsured under this Agreement is terminated, the
     reinsurance for the risk involved will be terminated on the effective date
     of termination.

F.   Facultative

     On facultative reinsurance, if Ceding Company wishes to reduce the
     mortality rating, this reduction will be subject to and reinsured under the
     facultative provisions of this Agreement.


                                     ARTICLE VII

                                INCREASE IN RETENTION


A.   If the Ceding Company should increase the retention limits as listed in
     Exhibit II, prompt written notice of the increase must be given to the
     Reinsurer.

B.   In the event of an increase in retention, the Ceding Company will have the
     option of recapturing the reinsurance under this Agreement when the
     retention limit increases.  The Ceding Company may exercise its option to


<PAGE>

     recapture by giving written notice to the Reinsurer within ninety days
     after the effective date of the increase.

C.   If the Ceding Company exercises its option to recapture, then

     1.   The Ceding Company must reduce the reinsurance on each risk on which
          the Ceding Company retained the maximum retention limit that was in
          effect at the time the reinsurance was ceded to the Reinsurer.

     2.   No recapture will be made to reinsurance on a risk if (a) the Ceding
          Company retained a special retention limit less than the maximum
          retention limit in effect at the time the reinsurance was ceded to the
          Reinsurer, or if (b) the Ceding Company did not retain insurance on
          the risk.

     3.   The Ceding Company must increase its total amount of insurance on the
          risk up to the new retention limit by reducing the reinsurance.  If a
          risk is shared by more than one reinsurer, the Reinsurer's percentage
          of the reduced reinsurance will be the same as the initial percentage
          on the individual risk.

     4.   Upon increasing the retention limit, the reduction in reinsurance will
          become effective  on the next annual premium anniversary of those
          policies  that have been inforce for at least ten (10) years.


                                     ARTICLE VIII

                                    REINSTATEMENT

If an insurance policy lapses for nonpayment of premium and is reinstated under
the Ceding Company's terms and rules, the reinsurance will be reinstated by the
Reinsurer as follows:

A.   Automatic Cases:

     The Ceding Company must pay the Reinsurer all back reinsurance premiums in
     the same manner as the Ceding Company received insurance premiums under the
     policy.  When the policy is reinstated by the Ceding Company, the
     reinsurance will be automatically reinstated.


B.   Facultative Cases:

     If the Ceding Company requires reinstatement evidence of insurability, the 

<PAGE>

     Ceding Company will submit it to the Reinsurer for approval.  In such
     cases, the Reinsurer's approval is required for the reinsurance to be
     reinstated.  Upon the Reinsurer's approval, the Ceding Company must pay the
     Reinsurer all back reinsurance premiums in the same manner as the Ceding
     Company received insurance premium under the policy.


                                      ARTICLE IX

                                       EXPENSES

The Ceding Company must pay the expense of all medical examinations, inspection
fees and other charges in connection with the issuance of the insurance.


                                      ARTICLE X

                                        CLAIMS

A.   Liability

     The Reinsurer's liability for the insurance benefits reinsured under this
     Agreement will be the same as the Ceding Company's liability for such
     benefits.  All reinsurance claim settlements will be subject to the terms
     and conditions of the particular contract under which the Ceding Company is
     liable.

B.   Notification

     When the Ceding Company is advised of a claim, the Reinsurer must be
     notified promptly.

C.   Claim Payment

     1.  Automatic Reinsurance on a Risk

          If a claim is made on a risk reinsured automatically under this
          Agreement and is not contested by the Ceding Company, Reinsurer will
          abide by the issue as it is settled by the Ceding Company.  Copies of
          proofs or other written matters relating to any claim reimbursements
          under this Agreement shall be furnished to the Reinsurer upon written
          request.  The Ceding Company will receive payment of the reinsurance
          proceeds from the Reinsurer when the Ceding Company makes the
          settlement of the policy proceeds and delivers a copy of the proof of
          death, check copy or


<PAGE>

          proof of payment and the claimant's statement to the Reinsurer.

     2.   Facultative Reinsurance on a Risk

               If a claim is made on a risk reinsured facultatively under this
               Agreement, the Ceding Company shall submit to Reinsurer all
               relevant and/or requested documents and papers related to the
               claim along with Ceding Company's recommendation.  Ceding Company
               shall then wait five days from the date of mailing during which
               time Reinsurer shall have the opportunity to advise Ceding
               Company of its consent or disagreement with the recommendation. 
               In the event Reinsurer does not contact Ceding Company within the
               five day period, Reinsurer shall be deemed to have approved the
               recommendation and Ceding Company shall be authorized to act
               accordingly.  The Ceding Company will receive payment of the
               reinsurance proceeds from Reinsurer when Ceding Company makes the
               settlement of the policy proceeds and delivers proof of payment
               to the Reinsurer.

     3.   Payment of Reinsurance Proceeds

               Payment of life reinsurance proceeds will be made in a single sum
               regardless of the Ceding Company's mode of settlement with the
               payee.

D.   Contested Claims

     The Ceding Company must promptly notify the Reinsurer of any intent to
     contest a claim reinsured under this Agreement or to assert defenses.  If
     the Ceding Company's contest of such claim results in the increase or
     reduction of liability, the Reinsurer will share in this increase or
     reduction.  The Reinsurer's share of the increase or decrease shall be
     proportional to their share of the met amount at risk on the date of death
     of the insured.

     If the Reinsurer should decline to participate in the contest or assertion
     of defenses, the Reinsurer will then release all of the liability by paying
     the Ceding Company the full amount of reinsurance and not sharing in any
     subsequent increase or reduction in liability.

E.   Misstatement of Age or Sex

     If the amount of insurance provided by the policy or policies reinsured
     under this Agreement is increased or reduced because of misstatement of age
     or sex established after the death of the insured, the Reinsurer will share
     with the Ceding Company in this increase or reduction.


<PAGE>

F.   Routine Expenses

     The Ceding Company will pay the routine expenses incurred in connection
     with settling claims.  These expenses may include compensation of agent and
     employees and the cost of routine investigations such as inspection
     reports.

G.   Non-Routine Expenses

     The Reinsurer will share with the Ceding Company all expenses that are not
     routine.  Expenses that are not routine are those directly incurred in
     connection with the contest or the possibility of a contest of a claim or
     the assertion of defenses, including legal expenses.  The expenses will be
     shared in proportion to the net amount at risk for the Ceding Company and
     Reinsurer.  However, if the Reinsurer has released the liability under
     Section D of this Article, the Reinsurer will not share in any expenses
     incurred after the date of the Reinsurer's release.

H.   Contestable Period

     If, during the contestable period, Ceding Company is notified of the death
     of the first joint insured, the Ceding Company will investigate the case.


                                      ARTICLE XI

                              EXTRA-CONTRACTUAL DAMAGES

In no event will the Reinsurer have any liability for any extra-contractual
damages which are awarded against the Ceding Company as a result of acts,
omissions or course of conduct committed by the Ceding Company in connection
with the insurance reinsured under this Agreement.

The Reinsurer does recognize that circumstances may arise under which the
Reinsurer, in equity, should share, to the extent permitted by law, in paying
certain assessed damages.  Such circumstances are difficult to define in
advance, but involve those situations in which the Reinsurer was an active party
in the act, omission or course of conduct which ultimately results in the
assessment of such damages.  The extent of such sharing is dependent on good
faith assessment of culpability in each case, but all factors being equal, the
division of any such assessment would be in the proportion of total risk
accepted by each party for the plan of insurance involved.


                                     ARTICLE XII


<PAGE>

                                INSPECTION OF RECORDS

Each party will have the right, at any reasonable time and upon reasonable
notice, to inspect the other party's books and documents which relate to
reinsurance under this Agreement.


                                     ARTICLE XIII

                                       DAC TAX
                           SECTION 1.848-2(g) (8) ELECTION

A.   The Reinsurer and the Ceding Company hereby agree to the following pursuant
     to section 1.848-2(g)(8) of the Income Tax Regulations issued December 1992
     under Section 848 of the Internal Revenue Code of 1986, as amended.  This
     election shall be effective for 1993 and for all subsequent taxable years
     for which this Agreement remains in effect.

B.   The terms used in this Article are defined by reference to Regulation
     Section 1.848-2 in effect December 1992.

C.   The party with net positive consideration for this Agreement for each
     taxable year will capitalize specified policy acquisition expenses with
     respect to this Agreement without regard to the general deduction
     limitation of section 848(c)(1).

D.   Both parties agree to exchange information pertaining to the amount of net
     consideration under this Agreement each year to ensure consistency or as
     otherwise required by the Internal Revenue Service.

E.   The Ceding Company will submit to the Reinsurer by May 1 of each year a
     schedule of the calculation of the net consideration for the preceding
     calendar year.  This schedule of calculations will be accompanied by a
     statement signed by an officer of the Ceding Company stating that such net
     consideration will be reported in the tax return for the preceding calendar
     year.

F.   The Reinsurer may contest such calculation by providing an alternative
     calculation to the Ceding Company in writing within 30 days of receipt of
     Ceding Company's calculation.  If the Reinsurer does not notify the Ceding
     Company, Reinsurer will report the net consideration as determined by the
     Ceding Company in the tax return for the preceding calendar year.

G.   If the Reinsurer contests the Ceding Company's calculation of the net
     consideration, both parties will act in good faith to reach an agreement as


<PAGE>

     to the correct amount within thirty (30) days of the date the Reinsurer
     submits their alternative calculation.  If both parties reach agreement on
     an amount of net consideration, both parties shall report such amount in
     their respective tax returns for the previous calendar year.


                                     ARTICLE XIV

                                      INSOLVENCY


A.   Insolvency of Reinsurer

     If the Reinsurer becomes insolvent as determined by the Department of
     Insurance responsible for such determination, amounts due the Reinsurer
     will be paid net of the terms of this Agreement and directly to the
     liquidator, receiver, or statutory successor without decrease.  All
     reinsurance ceded  under this Agreement may be recaptured by the Ceding
     Company without charge or penalty as of the date Reinsurer fails to meet
     its obligations under this Agreement.

B.   Insolvency of Ceding Company

     If Hartford Life Insurance Company, Hartford Life and Accident Insurance
     Company or Hartford Life and Annuity Insurance Company should become
     insolvent, all reinsurance under this Agreement covering risks ceded by
     that particular company will be payable by Reinsurer directly to that
     Company's liquidator, receiver or statutory successor, on the basis of the
     liability of that Company under the policy or policies reinsured and
     without diminution because of the insolvency of the Company.  However, in
     the event of such insolvency, the liquidator, receiver or statutory
     successor will give written notice of a pending claim against Ceding
     Company on the reinsured policy.  It will do so within a reasonable time
     after the claim is filed in the insolvency proceedings.  During the
     pendency of such a claim, Reinsurer may investigate the claim and may, at
     its own expense, interpose any defense or defenses which it may deem
     available to the insolvent Company, its liquidator, receiver or statutory
     successor, in the proceedings where the claim is to be adjudicated.

     The expense thus incurred by Reinsurer will be chargeable against the
     insolvent Company, subject to court approval, as part of the expense of
     liquidation to the extent of a proportionate share of the benefit which may
     accrue to the insolvent Company solely as a result of the defense
     undertaken by Reinsurer.

     Where two or more reinsurers are involved in the same claim and a majority
     in interest elect to interpose defense to the claim, the expense


<PAGE>

     will be apportioned in accord with the terms of the reinsurance agreement
     as though the expense had been incurred by the insolvent Company.

     It is agreed that the insolvency of any one of the Hartford Life Companies
     shall not affect this Agreement as it applies to the remaining solvent
     companies.


                                      ARTICLE XV

                                        OFFSET

Any debts or credits, matured or unmatured, liquidated or unliquidated,
regardless of when they arose or were incurred, in favor of or against either
the Ceding Company or the Reinsurer with respect to this Agreement or with
respect to any other claim of one party against the other are deemed mutual
debts or credits, as the case may be, and shall be set off, and only the balance
shall be allowed or paid.  In the event the Ceding Company becomes insolvent,
offsets shall be allowed in accordance with applicable law.


                                     ARTICLE XVI

                                     ARBITRATION

Any disagreement, controversy, or claim arising out of or relating to this
Agreement between the Reinsurer and any one of the Hartford Life Companies will
be settled by arbitration.  There will be three arbitrators chosen among current
or retired  officers of life insurance companies other than parties or their
affiliates.  Each party to the dispute will appoint one of the arbitrators and
these two arbitrators will select the third arbitrator.  In the event that
either party should fail to choose an arbitrator within 30 days following a
written request by the other party to do so, the requesting party may choose two
arbitrators who shall in turn choose a third arbitrator before entering upon
arbitration.  If the two arbitrators fail to agree upon the selection of a third
arbitrator within 30 days following their appointment, each arbitrator shall
nominate three candidates within 10 days thereafter, two of whom the other shall
decline, and the decision shall be made by drawing lots.

Arbitration will be conducted in accordance with the Commercial Arbitration
Rules of the American Arbitration Association which will be in effect on the
date of delivery of demand for arbitration.  The arbitrators will base their
decision on the terms and conditions of this Agreement plus, as necessary, on
the customs and practices of the insurance and reinsurance industry rather than
solely on a strict interpretation of the applicable law.  The site of any
arbitration will be determined by a majority vote of the arbitrators.  All
expenses and fees of the


<PAGE>

arbitrations will be borne equally by the parties unless otherwise decreed by
the arbitrators.

The award agreed to by a majority of the arbitrators will be final and binding
and there will be no appeal from their decision.   Judgment may be entered upon
it in any court having jurisdiction.


                                     ARTICLE XVII

                                     TERMINATION

A.   Each Hartford Life Insurance Company and the Reinsurer may terminate this
     Agreement as it applies to the business of each by giving (90) ninety days'
     written notice of termination.  The  day the notice is deposited in the
     mail addressed to the Home Office, or to an Officer of each party, will be
     the first day of the (90) ninety-day period.

B.   During the (90) ninety-day period, this Agreement will continue to be in
     force between the terminating parties.

C.   After termination, the terminating parties shall remain liable under the
     terms of this Agreement for all automatic reinsurance which becomes
     effective prior to termination of this Agreement.  After termination the 
     terminating parties shall be liable for all automatic and facultative
     reinsurance which has an application date on or before the effective date
     of the termination.

D.   Termination by one or two of the Hartford Life Companies shall not affect
     this Agreement as it relates to the non-terminating Hartford Life Company
     (ies).


                                    ARTICLE XVIII

                            ENTIRE AGREEMENT AND AMENDMENT

A.   Entire Contract

     This Agreement with any attached Schedules and Exhibits, shall constitute
     the entire agreement between the parties with respect to the business being
     reinsured hereunder and there are no understandings between the parties
     other than as expressed herein.

B.   Modifications


<PAGE>

     Any modification or change to the provisions of this Agreement shall be
     null and void unless set forth in a written amendment to the Agreement
     which is signed by all parties to the amendment.


<PAGE>

                                    ARTICLE XIX

                                   EFFECTIVE DATE
                                          
The provisions of this Agreement shall be effective with respect to policies
issued on or after [date].


<PAGE>

                                      ARTICLE XX

                                      EXECUTION


[REINSURER]


By    _____________________________     Attest    __________________________

Title _____________________________     Title     __________________________

      ____________________________                __________________________

Date  _____________________________     Date      __________________________




HARTFORD LIFE INSURANCE COMPANY

HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY


By   _____________________________ Attest    __________________________


Date _____________________________ Date      __________________________


<PAGE>

                                      SCHEDULE A

                                    SPECIFICATIONS

TYPE OF BUSINESS

REINSURANCE POOL SHARE

PLANS OF INSURANCE

     DESCRIPTION                        GENERAL FORM NO'S.
     -----------                        ------------------





     RIDERS
     ------




MINIMUM REINSURANCE CESSION


LEAD REINSURER


<PAGE>

                                     SCHEDULE B

                                 BASIS OF REINSURANCE


LIFE PRODUCTS       Life reinsurance will be on the yearly renewable term (YRT)
                    basis for the amount at risk on the portion of the policy
                    reinsured by Reinsurer.  The amount at risk on a policy
                    shall be the death benefit of the policy less the amount
                    retained by the Ceding Company, less the cash value under
                    the policy.  The basis for determining Reinsurer's liability
                    shall be the amount at risk used for computation of the
                    reinsurance premium.


EXCHANGES           Exchanges from one last survivor plan reinsured under this
                    agreement to a different last survivor plan, for the purpose
                    of allowing the policyowner premium flexibility (UL) or
                    potentially higher investment return (VL), will be reinsured
                    hereunder as NEW BUSINESS at first year reinsurance rates if
                    the new plan has been fully underwritten and has new
                    contestable and suicide exclusion periods.  Otherwise, the
                    reinsurance rates will be point-in-scale.

RESERVE BASIS       Reserves are calculated according to the applicable CRVM
                    methodology, interest rate and mortality table. The
                    mortality tables used are male/female, smoker distinct, age
                    last birthday and ultimate.  The mortality rates are
                    frasierized.  There is a 1/2 qx unearned premium reserve
                    minimum.




<PAGE>

                               PARTICIPATION AGREEMENT


                                        Among

                           ______________________________,


                           ______________________________,


                           ______________________________,


                                         and

                           HARTFORD LIFE INSURANCE COMPANY


<PAGE>


                                  TABLE OF CONTENTS


                                                                        Page


 ARTICLE I.              Fund Shares                                     5


 ARTICLE II.             Representations and Warranties                  7


 ARTICLE III.            Prospectuses, Reports to Shareholders and       8
                         Proxy Statements; Voting


 ARTICLE IV.             Sales Material and Information                  11


 ARTICLE V.              Reserved                                        12


 ARTICLE VI.             Diversification                                 12



 ARTICLE VII.            Potential Conflicts                             12


 ARTICLE VIII.           Indemnification                                 14


 ARTICLE IX.             Applicable Law                                  20


 ARTICLE X.              Termination                                     20


 ARTICLE XI.             Notices                                         23


 ARTICLE XII.            Foreign Tax Credits                             23


 ARTICLE XIII.           Miscellaneous                                   23


 SCHEDULE A              Separate Accounts and Contracts                 27


 SCHEDULE B              Participating Life Investment Trust             28
                         Portfolios


 SCHEDULE C              Proxy Voting Procedures                         29

<PAGE>

                               PARTICIPATION AGREEMENT

                                        Among

                                        [FUND]

                                    [UNDERWRITER]

                                      [ADVISER]

                                         and

                           HARTFORD LIFE INSURANCE COMPANY


     THIS AGREEMENT, made and entered into as of the _______ day of__________,
1998 by and among HARTFORD LIFE INSURANCE COMPANY (hereinafter the "Company"); a
Connecticut corporation, on its behalf and on behalf of each separate account of
the Company set forth on Schedule A hereto as may be amended from time to time
(each such account hereinafter referred to as the "Account") and
_______________________, a __________ corporation established under the laws of
the state of _________ ("state") (hereinafter the "Fund"); and
______________________, a ___________ corporation (hereinafter the
"Underwriter") and ____________________, a ___________ corporation (hereinafter
the "Adviser").

     WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established by insurance companies for individual and group life insurance
policies and annuity contracts with variable accumulation and/or pay-out
provisions (hereinafter referred to individually and/or collectively as
"Variable Insurance Products"); and 

     WHEREAS, insurance companies desiring to utilize the Fund as an investment
vehicle under their Variable Insurance Products are required to enter into
participation agreements with the Fund and the Underwriter (the "Participating
Insurance Companies"); and 

     WHEREAS, shares of the Fund are divided into several series of shares, 
each representing the interest in a particular managed portfolio of 
securities and other assets, any one or more of which may be made available 
for Variable Insurance Products of Participating Insurance Companies; and 

     WHEREAS, the Fund intends to offer shares of the series set forth on
Schedule B (each such series hereinafter referred to as a "Portfolio") as may be
amended from time to time by mutual agreement of the parties hereto, under this
Agreement to the Accounts of the Company;  and 

                                      3

<PAGE>

     WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, granting Participating Insurance Companies and Variable Insurance
Product separate accounts exemptions from the provisions of Sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by Variable Annuity Product separate accounts of both affiliated and
unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive
Order"); and 

     WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and 

     WHEREAS, the Adviser is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state securities
laws; and 

     WHEREAS, the Adviser is the investment adviser of the Portfolios of the
Fund; and 

     WHEREAS, the Underwriter is registered as a broker/dealer under the
Securities Exchange Act of 1934, as amended (hereinafter the "1934 Act"), is a
member in good standing of the National Association of Securities Dealers, Inc.
(hereinafter "NASD") and serves as principal underwriter of the shares of the
Fund; and 

     WHEREAS, the Company has registered or will register certain Variable
Insurance Products under the 1933 Act; and 

     WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution or under authority of the Board of
Directors of the Company, on the date shown for such Account on Schedule A
hereto, to set aside and invest assets attributable to the aforesaid Variable
Insurance Products; and 

     WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act unless exempt from such registration; and 

     WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid Variable Insurance Products and
the Underwriter is authorized to sell such shares to each such Account at net
asset value. 

     NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund, the Underwriter and the Adviser agree as follows: 

                                      4
<PAGE>

                              ARTICLE I.   FUND SHARES 

     1.1.      The Fund and the Underwriter agree to make available for purchase
by the Company shares of the Portfolios and shall execute orders placed for each
Account on a daily basis at the net asset value next computed after receipt by
the Fund or its designee of such order. For purposes of this Section 1.1, the
Company shall be the designee of the Fund and Underwriter for receipt of such
orders from each Account and receipt by such designee shall constitute receipt
by the Fund; provided that the Fund receives notice of such order by 10:00 a.m.
(local time where the Fund processes orders) on the next following Business Day.
Notwithstanding the foregoing, the Company shall use its best efforts to
provide the Fund with notice of such orders by 9:15 a.m. on the next following
Business Day. "Business Day" shall mean any day on which the New York Stock
Exchange is open for trading and on which the Fund calculates its net asset
value pursuant to the rules of the Securities and Exchange Commission, as set
forth in the Fund's prospectus and statement of additional information.
Notwithstanding the foregoing, the Board of Trustees of  the Fund (hereinafter
the "Board") may refuse to permit the Fund to sell shares of any Portfolio to
any person, or suspend or terminate the offering of shares of any Portfolio if
such action is required by law or by regulatory authorities having jurisdiction
or is, in the sole discretion of the  Board acting in good faith and in light of
their fiduciary duties under federal and any applicable  state laws, necessary
in the best interests of the shareholders of such Portfolio. 

     1.2.      The Fund and the Underwriter agree that shares of the Fund will
be sold only to Participating Insurance Companies for their Variable Insurance
Products. No shares of any Portfolio will be sold to the general public. 

     1.3.      The Fund will not make its shares available for purchase by any
insurance company or separate account unless an agreement containing provisions
which afford the Company substantially the same protections currently provided
by Sections 2.1, 2.4, 2.9, 3.4 and Article VII of this Agreement is in effect to
govern such sales. 

     1.4.      The Fund and the Underwriter agree to redeem for cash, on the
Company's request, any full or fractional shares of the Fund held by the
Company, executing such requests on a daily basis at the net asset value next
computed after receipt by the Fund or its designee of the request for
redemption. For purposes of this Section 1.4, the Company shall be the designee
of the Fund for receipt of requests for redemption from each Account and receipt
by such designee shall constitute receipt by the Fund; provided that the
Underwriter receives notice of such request for redemption on the next following
Business Day in accordance with the timing rules described in Section 1.1. 

     1.5.      The Company agrees that purchases and redemptions of Portfolio
shares offered by the then current prospectus of the Fund shall be made in
accordance with the provisions of such prospectus. The Accounts of the Company,
under which amounts may be invested in the Fund are listed on Schedule A
attached hereto and incorporated herein by reference, as such

                                      5

<PAGE>

Schedule A may be amended from time to time by mutual written agreement of 
all of the parties hereto. The Company will give the Fund and the Underwriter 
concurrent written notice of its intention to make available in the future, 
as a funding vehicle under the Contracts, any other investment company. 

     1.6.      The Company will place separate orders to purchase or redeem
shares of each Portfolio. Each order shall describe the net amount of shares and
dollar amount of each Portfolio to be purchased or redeemed. In the event of net
purchases, the Company shall pay for Portfolio shares on the next Business Day
after an order to purchase Portfolio shares is made in accordance with the
provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted
by wire. In the event of net redemptions, the Portfolio shall pay the redemption
proceeds in federal funds transmitted by wire on the next Business Day after an
order to redeem Portfolio shares is made in accordance with the provisions of
Section 1.4 hereof. Notwithstanding the foregoing, if the payment of redemption
proceeds on the next Business Day would require the Portfolio to dispose of
Portfolio securities or otherwise incur substantial additional costs, and if the
Portfolio has determined to settle redemption transactions for all shareholders
on a delayed basis, proceeds shall be wired to the Company within seven (7) days
and the Portfolio shall notify in writing the person designated by the Company
as the recipient for such notice of such delay by 3:00 p.m. Eastern Time on the
same Business Day that the Company transmits the redemption order to the 
Portfolio. 

     1.7.      Issuance and transfer of the Fund's shares will be by book entry
only. Share certificates will not be issued to the Company or any Account.
Shares ordered from the Fund will be recorded in an appropriate title for each
Account or the appropriate subaccount of each Account. 

     1.8.      The Underwriter shall use its best efforts to furnish same day
notice by 6:00 p.m. in its local time zone (by wire or telephone, followed by
written confirmation) to the Company of any dividends or capital gain
distributions payable on the Fund's shares. The Company hereby elects to receive
all such dividends and capital gain distributions as are payable on the
Portfolio shares in additional shares of that Portfolio. The Company reserves
the right to revoke this election and  to receive all such dividends and capital
gain distributions in cash. The Fund shall notify the Company of the number of
shares so issued as payment of such dividends and distributions. 

     1.9.      The Underwriter shall make the net asset value per share of each
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and shall use its
best efforts to make such net asset value per share available by 6:00 p.m.
Eastern Time. In the event that Underwriter is unable to meet the 6:00 p.m. time
stated immediately above, then Underwriter shall provide the Company with
additional time to notify Underwriter of purchase or redemption orders pursuant
to Sections 1.1 and 1.4, respectively, above. Such additional time shall be
equal to the additional time that Underwriter takes to make the net asset values
available to the Company; provided, however, that notification

                                      6

<PAGE>

must be made by 11:00 a.m. Eastern Time on the Business Day such order is to 
be executed, regardless of when net asset valuer is made available. 

     1.10.     If Underwriter provides materially incorrect share net asset
value information through no fault of the Company, the Company shall be entitled
to an adjustment with respect to the Fund shares purchased or redeemed to
reflect the correct net asset value per share. The determination of the
materiality of any net asset value pricing error shall be based on the SEC's
recommended guidelines regarding such errors. The correction of any such errors
shall be made at the Company level pursuant to the SEC's recommended guidelines.
Any material error in the calculation or reporting of net asset value per share,
dividend or capital gain information shall be reported promptly upon discovery
to the Company. 

                     ARTICLE II. REPRESENTATIONS AND WARRANTIES 

     2.1.      The Company represents and warrants that the interests of the
Accounts which offer the Funds (the "Contracts") are or will be registered
unless exempt and that it will maintain such registration under the 1933 Act and
the regulations thereunder to the extent required by the 1933 Act; that the
Contracts will be issued and sold in compliance with all applicable federal and
state laws and regulations. The Company further represents and warrants that it
is an insurance company duly organized and in good standing under applicable law
and that it has legally and validly established each Account prior to any
issuance or sale thereof as a segregated asset account under the Connecticut
Insurance Code and the regulations thereunder and has registered or, prior to
any issuance or sale of the Contracts, will register and will maintain the
registration of each Account as a unit investment trust in accordance with and
to the extent required by the provisions of the 1940 Act and the regulations
thereunder, unless exempt therefrom, to serve as a segregated investment account
for the Contracts. The Company shall amend its registration statement for its
contracts under the 1933 Act and the 1940 Act from time to time as required in
order to effect the continuous offering of its Contracts. 

     2.2.      The Fund and the Underwriter represent and warrant that Fund
shares sold pursuant to this Agreement shall be registered under the 1933 Act
and the regulations thereunder to the extent required by the 1933 Act, duly
authorized for issuance in accordance with the laws of State and sold in
compliance with all applicable federal and state securities laws and regulations
and that the Fund is and shall remain registered under the 1940 Act and the
regulations thereunder to the extent required by the 1940 Act. The Fund shall
amend the registration statement for its shares under the 1933 Act and the 1940
Act from time to time as required in order to effect the continuous offering of
its shares. The Fund shall register and qualify the shares for sale in
accordance with the laws of the various states only if and to the extent deemed
advisable by the Fund. 

     2.3.      The Fund and the Adviser represent that the Fund is currently
qualified as a Regulated Investment Company under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code") and that each will make every
effort to maintain such qualification (under

                                      7

<PAGE>

Subchapter M or any successor or similar provision) and that each will notify 
the Company immediately upon having a reasonable basis for believing that the 
Fund has ceased to so qualify or that the Fund might not so qualify in the 
future. 

     2.4.      The Company represents that each Account is and will continue to
be a "segregated account" under applicable provisions of the Code and that each
Contract is and will be treated as a "variable contract" under applicable
provisions of the Code and that it will make every effort to maintain such
treatment and that it will notify the Fund immediately upon having  a reasonable
basis for believing that the Account or Contract has ceased to be so treated or
that they might not be so treated in the future. 

     2.5.      The Fund represents that to the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act, the Fund
undertakes to have a board of directors, a majority of whom are not interested
persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance
distribution expenses. 

     2.6.      The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various 
states. 

     2.7.      The Fund and the Adviser represent that the Fund is duly
organized and validly existing under the laws of State and that the Fund does
and will comply in all material respects with the 1940 Act. 

     2.8.      The Underwriter represents and warrants that it is and shall
remain duly registered under all applicable federal and state laws and
regulations and that it will perform its obligations for the Fund and the
Company in compliance with the laws and regulations of its state of domicile and
any applicable state and federal laws and regulations.

     2.9.      The Company represents and warrants that all of its trustees,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are covered by a blanket fidelity
bond or similar coverage, in an amount equal to the greater of $5 million or any
amount required by applicable federal or state law or regulation. The aforesaid
includes coverage for larceny and embezzlement is issued by a reputable bonding
company.

ARTICLE III.  PROSPECTUSES; REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS; VOTING

     3.1.      The Fund shall provide the Company with as many printed copies of
the Fund's current prospectus and statement of additional information as the
Company may reasonably request. If requested by the Company in lieu of providing
printed copies the Fund shall provide camera-ready film or computer diskettes
containing the Fund's prospectus and statement of additional information, and
such other assistance as is reasonably necessary in order for the

                                      8

<PAGE>

Company once each year (or more frequently if the prospectus and/or statement 
of additional information for the Fund is amended during the year) to have 
the prospectus for the Contracts and the Fund's prospectus printed together 
in one document or separately. The Company may elect to print the Fund's 
prospectus and/or its statement of additional information in combination with 
other fund companies' prospectuses and statements of additional information. 

     3.2(a).   Except as otherwise provided in this Section 3.2, all expenses of
preparing, setting in type and printing and distributing Fund prospectuses and
statements of additional information shall be the expense of the Company. For
prospectuses and statements of additional information provided by the Company to
its existing owners of Contracts in order to update disclosure as required by
the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and
distributing shall be borne by the Fund. If the Company chooses to receive
camera-ready film or computer diskettes in lieu of receiving printed copies of
the Fund's prospectus and/or statement of additional information, the Fund shall
bear the cost of typesetting to provide the Fund's prospectus and/or statement
of additional information to the Company in the format in which the Fund is
accustomed to formatting prospectuses and statements of additional information,
respectively, and the Company shall bear the expense of adjusting or changing
the format to conform with any of its prospectuses and/or statements of
additional information. In such event, the Fund will reimburse the Company in an
amount equal to the product of x and y where x is the number of such
prospectuses distributed to owners of the Contracts, and y is the Fund's per
unit cost of printing the Fund's prospectuses. The same procedures shall be
followed with respect to the Fund's statement of additional information. The
Fund shall not pay any costs of typesetting, printing and distributing the
Fund's prospectus and/or statement of additional information to prospective
Contract owners. 

     3.2(b).   The Fund, at its expense, shall provide the Company with copies
of its proxy statements, reports to shareholders, and other communications
(except for prospectuses and statements of additional information, which are
covered in Section 3.2(a) above) to shareholders in such quantity as the Company
shall reasonably require for distributing to Contract owners.  The Fund shall
not pay any costs of distributing such proxy-related material, reports to
shareholders, and other communications to prospective Contract owners. 

     3.2(c).   The Company agrees to provide the Fund or its designee with such
information as may be reasonably requested by the Fund to assure that the Fund's
expenses do not include the cost of typesetting, printing or distributing any of
the foregoing documents other than those actually distributed to existing
Contract owners. 

     3.2(d)    The Fund shall pay no fee or other compensation to the Company
under this Agreement, except that if the Fund or any Portfolio adopts and
implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then
the Underwriter may make payments to the Company or to the underwriter for the
Contracts if and in amounts agreed to by the Underwriter in writing. 

                                      9

<PAGE>

     3.2(e)    All expenses, including expenses to be borne by the Fund pursuant
to Section 3.2 hereof, incident to performance by the Fund under this Agreement
shall be paid by the Fund.  The Fund shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal law
and, if and to the extent deemed advisable by the Fund, in accordance with
applicable state laws prior to their sale. The Fund shall bear the expenses for
the cost of registration and qualification of the Fund's shares. 

     3.3.      The Fund's statement of additional information shall be
obtainable from the Fund, the Underwriter, the Company or such other person as
the Fund may designate. 

     3.4.       If and to the extent required by law the Company shall
distribute all proxy material furnished by the Fund to Contract Owners to whom
voting privileges are required to be extended and shall: 

      (i)      solicit voting instructions from Contract owners; 

      (ii)     vote the Fund shares in accordance with instructions received
               from Contract owners; and 

     (iii)     vote Fund shares for which no instructions have been received in
               the same proportion as Fund shares of such Portfolio for 
               which instructions have been received, so long as and to the 
               extent that the Securities and Exchange Commission continues 
               to interpret the 1940 Act to require pass-through voting 
               privileges for variable contract owners. The Company reserves 
               the right to vote Fund shares held in any segregated asset 
               account in its own right, to the extent permitted by law. The 
               Fund and the Company shall follow the procedures, and shall 
               have the corresponding responsibilities, for the handling of 
               proxy and voting instruction solicitations, as set forth in 
               Schedule C attached hereto and incorporated herein by 
               reference.  Participating Insurance Companies shall be 
               responsible for ensuring that each of their separate  
               accounts participating in the Fund calculates voting 
               privileges in a manner consistent with the standards set 
               forth on Schedule C, which standards will also be provided to 
               the other Participating Insurance Companies. 

     (iv)      For unregistered separate accounts subject to the Employee
               Retirement Income Security Act of 1974 ("ERISA") to refrain 
               from voting shares for which no instructions are received if 
               such shares are held in an unregistered segregated asset 
               account subject to ERISA.

     3.5.      The Fund will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular the Fund will either provide
for annual meetings (except insofar as  the Securities and Exchange Commission
may interpret Section 16 not to require such meetings)

                                      10

<PAGE>

or comply with Section 16(c) of the 1940 Act (although the Fund is not one of 
the trusts described in Section 16(c) of that Act) as well as with Sections 
16(a) and, if and when applicable, 16(b).  Further, the Fund will act in 
accordance with the Securities and Exchange Commission's interpretation of 
the requirements of Section 16(a) with respect to periodic elections of 
directors and with whatever rules the Commission may promulgate with respect 
thereto. 

                    ARTICLE IV.  SALES MATERIAL AND INFORMATION 

     4.1.      The Company shall furnish, or shall cause to be furnished, to the
Fund, the Underwriter or their designee, each piece of sales literature or other
promotional material prepared by the Company or any person contracting with the
Company in which the Fund, the Adviser or the Underwriter is described, at least
ten Business Days prior to its use. No such material shall be used if the Fund,
the Adviser, the Underwriter or their designee reasonably objects to such use
within ten Business Days after receipt of such material. 

     4.2.      Neither the Company nor any person contracting with the Company
shall give any information or make any representations or statements on behalf
of the Fund or concerning the Fund in connection with the sale of the Contracts
other than the information or representations contained in the registration
statement or Fund prospectus, as such registration statement or Fund prospectus
may be amended or supplemented from time to time, or in reports to shareholders
or proxy statements for the Fund, or in sales literature or other promotional
material approved by the Fund or its designee, except with the permission of the
Fund or its designee. 

     4.3.      The Fund shall furnish, or shall cause to be furnished, to the
Company or its designee, each piece of sales literature or other promotional
material prepared by the Fund in which the Company or its Accounts, are
described at least ten Business Days prior to its use. No such material shall be
used if the Company or its designee reasonably objects to such use within ten
Business Days after receipt of such material. 

     4.4.      Neither the Fund nor the Underwriter shall give any information
or make any representations on behalf of the Company or concerning the Company,
each Account, or the Contracts, other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement or prospectus may be amended or supplemented from time to
time, or in published reports or solicitations for voting instruction for each
Account which are in the public domain or approved by the Company for
distribution to Contract owners, or in sales literature or other promotional
material approved by the Company or its designee, except with the permission of
the Company. 

     4.5.      The Fund will provide to the Company at least one complete copy
of all registration statements, prospectuses, statements of additional
information, reports, proxy statements, sales literature and other promotional
materials, applications for exemptions, requests for no-action letters, and all
amendments to any of the above, that relate to the Fund or its shares,
contemporaneously with the filing of such document with the Securities and
Exchange Commission or other regulatory authorities. 

                                      11

<PAGE>

     4.6.      The Company will provide to the Fund, upon the Fund's request, at
least one complete copy of all registration statements, prospectuses, statements
of additional information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions,
requests for no action letters, and all amendments to any of the above, that
relate to the investment in an Account or Contract, contemporaneously with the
filing of such document with the Securities and Exchange Commission or other
regulatory authorities. 

     4.7.      For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, any of the
following: advertisements (such as material published, or designed for use in, a
newspaper, magazine, or other periodical, radio, television, telephone or tape
recording, videotape display, signs or billboards, motion pictures, or other
public media), sales literature (i.e., any written communication distributed or
made generally available to customers or the public, including brochures,
circulars, research reports, market letters, form letters, seminar texts,
reprints or excerpts of any other advertisement, sales literature, or published
article), educational or training materials or other communications distributed
or made generally available to some or all agents or employees, and registration
statements, prospectuses, statements of additional information, shareholder
reports, and proxy materials.

                               ARTICLE V. [RESERVED] 

                           ARTICLE VI.   DIVERSIFICATION 

     6.1.      The Fund and the Adviser represent and warrant that, at all
times, the Fund will comply with Section 817(h) of the Code and Treasury
Regulation 1.817-5, relating to the diversification requirements for variable
annuity, endowment, or life insurance contracts and any amendments or other
modifications to such Section or Regulations. In the event the Fund ceases to so
qualify, it will take all reasonable steps (a) to notify Company of such event
and (b) to adequately diversify the Fund so as to achieve compliance within the
grace period afforded by Regulation 817-5. 

                         ARTICLE VII. POTENTIAL CONFLICTS 
                                          
     7.1.      The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by

                                      12

<PAGE>

variable annuity contract owners and variable life insurance contract owners; 
or (f) a decision by a Participating Insurance Company to disregard the 
voting instructions of contract owners. The Board shall promptly inform the 
Company if it determines that an irreconcilable material conflict exists and 
the implications thereof. 

     7.2.      The Company will report any potential or existing material
irreconcilable conflict of which it is aware to the Board. The Company will
assist the Board in carrying out its responsibilities under the Shared Funding
Exemptive Order, by providing the Board with all information reasonably
necessary for the Board to consider any issues raised. This includes, but is not
limited to, an obligation by the Company to inform the Board whenever contract
owner voting instructions are disregarded. 

     7.3.      If it is determined by a majority of the Board, or a majority of
its disinterested trustees, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1)
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected Contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance policy
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2) establishing a new
registered management investment company or managed separate account. No charge
or penalty will be imposed as a result of such withdrawal. The Company agrees
that it bears the responsibility to take remedial action in the event of a Board
determination of an irreconcilable material conflict and the cost of such
remedial action, and these responsibilities will be carried out with a view only
to the interests of Contract owners. 

     7.4.      If a material irreconcilable conflict arises because of a
decision by the Company to disregard contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote, the
Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement with respect to
such Account (at the Company's expense); provided, however that such withdrawal
and termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. No charge or penalty will be imposed as a
result of such withdrawal. The Company agrees that it bears the responsibility
to take remedial action in the event of a Board determination of an
irreconcilable material conflict and the cost of such remedial action, and these
responsibilities will be carried out with a view only to the interests of
Contract owners. 

                                      13

<PAGE>

     7.5.      For purposes of Sections 7.3 through 7.4 of this Agreement, a 
majority of the disinterested members of the Board shall determine whether 
any proposed action adequately remedies any irreconcilable material conflict, 
but in no event will the Fund be required to establish a new funding medium 
for the Contracts. The Company shall not be required by Section 7.3 through 
7.4 to establish a new funding medium for the Contracts if an offer to do so 
has been declined by vote of a majority of Contract owners materially 
adversely affected by the irreconcilable material conflict. 

     7.6.      If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,
or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
1940 Act or the rules promulgated thereunder with respect to mixed or shared
funding (as defined in the Shared Funding Exemptive Order) on terms and
conditions materially different from those contained in the Shared Funding
Exemptive Order, then the Fund and/or the Participating Insurance Companies, as
appropriate, shall take such steps as may be necessary to comply with Rules 6e-2
and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are
applicable. 

     7.7       Each of the Company and the Adviser shall at least annually
submit to the Board such reports, materials or data as the Board may reasonably
request so that the Board may fully carry out the obligations imposed upon them
by the provisions hereof and in the Shared Funding Exemptive Order, and said
reports, materials and data shall be submitted more frequently if deemed
appropriate by the Board. All reports received by the Board of potential or
existing conflicts, and all Board action with regard to determining the
existence of a conflict, notifying Participating Insurance Companies of a
conflict, and determining whether any proposed action adequately remedies a
conflict, shall be properly recorded in the minutes of the Board or other
appropriate records, and such minutes or other records shall be made available
to the Securities and Exchange Commission upon request. 

                          ARTICLE VIII.  INDEMNIFICATION 
                                          
     8.1.      INDEMNIFICATION BY THE COMPANY

     8.1 (a).   The Company agrees to indemnify and hold harmless the Fund, the
Underwriter and each member of their respective Board and officers and each
person, if any, who controls the Fund within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" for purposes of this Section
8.1) against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Company) or litigation
(including legal and other expenses), to which the Indemnified Parties may
become subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the sale or acquisition of the
Fund's shares or the Contracts and: 
     
     (i)       arise out of or are based upon any untrue statements or 
               alleged untrue statements of any material fact contained 
               in the registration statement or

                                      14

<PAGE>

               prospectus for the Contracts or contained in the Contracts or 
               sales literature for the Contracts (or any amendment or 
               supplement to any of the foregoing), or arise out of or are 
               based upon the omission or the alleged omission to state 
               therein a material fact required to be stated therein or 
               necessary to make the statements therein not misleading, 
               provided that this agreement to indemnify shall not apply as 
               to any Indemnified Party if such statement or omission or 
               such alleged statement or omission was made in reliance upon 
               and in conformity with information furnished to the Company 
               by or on behalf of the Fund for use in the registration 
               statement or prospectus for the Contracts or in the Contracts 
               or sales literature (or any amendment or supplement) or 
               otherwise for use in connection with the sale of the 
               Contracts or Fund shares; or 

     (ii)      arise out of or as a result of statements or representations
               (other than statements or representations contained in the 
               registration statement, prospectus or sales literature of the 
               Fund not supplied by the Company, or persons under its 
               control and other than statements or representations 
               authorized by the Fund or the Underwriter) or unlawful 
               conduct of the Company or persons under its control, with 
               respect to the sale or distribution of the Contracts or Fund 
               shares; or 

     (iii)     arise out of or as a result of any untrue statement or alleged
               untrue statement of a material fact contained in a 
               registration statement, prospectus, or sales literature of 
               the Fund or any amendment thereof or supplement thereto or 
               the omission or alleged omission to state therein a material 
               fact required to be stated therein or necessary to make the 
               statements therein not misleading if such a statement or 
               omission was made in reliance upon and in conformity with 
               information furnished to the Fund by or on behalf of the 
               Company; or 

     (iv)      arise as a result of any failure by the Company to provide the
               services and furnish the materials under the terms of this 
               Agreement; or

     (v)       arise out of or result from any material breach of any
               representation and/or warranty made by the Company in this 
               Agreement or arise out of or result from any other material 
               breach of this Agreement by the Company. 

     8.1 (b).  The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement. 

                                      15

<PAGE>

     8.1(c).  The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Company shall be entitled to participate,
at as own expense, in the defense of such action. The Company also shall be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Company to such party of the
Company's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses under this Agreement for any legal or other expenses
subsequently incurred by such Party independently in connection with the defense
thereof other than reasonable costs of investigation. 

     8.1(d).  The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund shares or the Contracts or the operation of the
Fund. 

     8.2.      INDEMNIFICATION BY UNDERWRITER 

     8.2(a). The Underwriter agrees, with respect to each Portfolio that it
distributes, to indemnify and hold harmless the Company and each of as directors
and officers and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
for purposes of this Section 8.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Underwriter) or litigation (including legal and other expenses) to which the
Indemnified Parties may become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements are related to the sale or
acquisition of shares of the Portfolio that it distributes or the Contracts 
and: 

     (i)       arise out of or are based upon any untrue statement or alleged
               untrue statement of any material fact contained in the 
               registration statement or prospectus or sales literature of 
               the Fund (or any amendment or supplement to any of the 
               foregoing), or arise out of or are based upon the omission or 
               the alleged omission to state therein a material fact 
               required to be stated therein or necessary to make the 
               statements therein not misleading, provided that this 
               agreement to indemnify shall not apply as to any Indemnified 
               Party if such statement or omission or such alleged statement 
               or omission was made in reliance upon and in conformity with 
               information furnished to the Fund or the Underwriter by or on 
               behalf of the Company for use in the registration statement 
               or prospectus for the

                                      16

<PAGE>

               Fund or in sales literature (or any amendment or supplement) 
               or otherwise for use in connection with the sale of the 
               Contracts or Portfolio shares; or 

     (ii)      arise out of or as a result of statements or representations
               (other than statements or representations contained in the 
               registration statement, prospectus or sales literature for 
               the Contracts not supplied by the Fund, the Underwriter or 
               persons under their respective control and other than 
               statements or representations authorized by the Company) or 
               unlawful conduct of the Fund or Underwriter or persons under 
               their control, with respect to the sale or distribution of 
               the Contracts or Portfolio shares; or 

     (iii)     arise out of or as a result of any untrue statement or alleged
               untrue statement of a material fact contained in a 
               registration statement, prospectus, or sales literature 
               covering the Contracts, or any amendment thereof or 
               supplement thereto, or the omission or alleged omission to 
               state therein a material fact required to be stated therein 
               or necessary to make the statement or statements therein not 
               misleading, if such statement or omission was made in 
               reliance upon information furnished to the Company by or on 
               behalf of the Fund or the Underwriter; or 

     (iv)      arise as a result of any failure by the Fund or the Underwriter
               to provide the services and furnish the materials under the 
               terms of this Agreement; or 
               
     (v)       arise out of or result from any material breach of any
               representation and/or warranty made by the Underwriter in 
               this Agreement or arise out of or result from any other 
               material breach of this Agreement by the Underwriter; as 
               limited by and in accordance with the provisions of Section 
               8.2(b) and 8.2(c) hereof. 

     8.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement. 

     8.2(c). The Underwriter shall not be liable under this indemnification 
provision with respect to any claim made against an Indemnified Party unless 
such Indemnified Party shall have notified the Underwriter in writing within 
a reasonable time after the summons or other first legal process giving 
information of the nature of the claim shall have been served upon such 
Indemnified Party (or after such Indemnified Party shall have received notice 
of such service on any designated agent), but failure to notify the 
Underwriter of any such claim shall not relieve  the Underwriter from any 
liability which it may have to the Indemnified Party against whom

                                      17

<PAGE>

such action is brought otherwise than on account of this indemnification 
provision. In case any such action is brought against the Indemnified 
Parties, the Underwriter will be entitled to participate, at its own expense, 
in the defense thereof. The Underwriter also shall be entitled to assume the 
defense thereof, with counsel satisfactory to the party named in the action. 
After notice from the Underwriter to such party of the Underwriter's election 
to assume the defense thereof, the Indemnified Party shall bear the fees and 
expenses of any additional counsel retained by it, and the Underwriter will 
not be liable to such party under this Agreement for any legal or other 
expenses subsequently incurred by such party independently in connection with 
the defense thereof other than reasonable costs of investigation. 

     8.2(d). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account in which the Funds are made available. 

     8.3.      INDEMNIFICATION BY THE ADVISER 

     8.3(a). The Adviser agrees to indemnify and hold harmless the Company and
its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the
"Indemnified Parties" and individually, "Indemnified Party," for purposes of
this Section 8.3) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Adviser)
or litigation (including legal and other expenses) to which the Indemnified
Parties may become subject under any statute, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the operations of the Adviser or
the Fund and: 

     (i)       arise out of or are based upon any untrue statement or alleged
               untrue statement of any material fact contained in the 
               registration statement or prospectus or sales literature of 
               the Fund (or any amendment or supplement to any of the 
               foregoing), or arise out of or are based upon the omission or 
               the alleged omission to state therein a material fact 
               required to be stated therein or necessary to make the 
               statements therein not misleading, provided that this 
               agreement to indemnify shall not apply as to any Indemnified 
               Party if such statement or omission or such alleged statement 
               or omission was made in reliance upon and in conformity with 
               information furnished to the Adviser, the Fund or the 
               Underwriter by or on behalf of the Company for use in the 
               registration statement or prospectus for the Fund or in sales 
               literature (or any amendment or supplement) or otherwise for 
               use in connection with the sale of the Contracts or Portfolio 
               shares; or 

                                      18

<PAGE>

     (ii)      arise out of or as a result of statements or representations
               (other than statements or representations contained in the 
               registration statement, prospectus or sales literature for 
               the Contracts not supplied by the Fund, the Adviser or 
               persons under its control and other than statements or 
               representations authorized by the Company) or unlawful 
               conduct of the Fund, the Adviser or persons under their 
               control, with respect to the sale or distribution of the 
               Contracts or Portfolio shares; or 

     (iii)     arise out of or as a result of any untrue statement or alleged
               untrue statement of a material fact contained in a 
               registration statement, prospectus, or sales literature 
               covering the Contracts, or any amendment thereof or 
               supplement thereto, or the omission or alleged omission to 
               state therein a material fact required to be stated therein 
               or necessary to make the statement or statements therein not 
               misleading, if such statement or omission was made in 
               reliance upon information furnished to the Company by or on 
               behalf of the Fund or the Adviser; or 

     (iv)      arise as a result of any failure by the Adviser to provide the
               services and furnish the materials under the terms of this 
               Agreement; or 

     (v)       arise out of or result from any material breach of any
               representation and/or warranty made by the Fund or the 
               Adviser in this Agreement or arise out of or result from any 
               other material breach of this Agreement by the Fund or the 
               Adviser, including without limitation any failure by the Fund 
               to comply with the conditions of Article VI hereof. 

     8.3(b). The Adviser shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an indemnified Party as may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement. 

     8.3(c). The Adviser shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Adviser in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Adviser of any
such claim shall not relieve the Adviser from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Adviser will be entitled to participate, at
its own expense, in the defense thereof. The Adviser also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Adviser to such party of the Adviser's election to
assume the defense thereof, the Indemnified Party shall bear the

                                      19

<PAGE>

fees and expenses of any additional counsel retained by it, and the Adviser 
will not be liable to such party under this Agreement for any legal or other 
expenses subsequently incurred by such party independently in connection with 
the defense thereof other then reasonable costs of investigation. 

     8.3(d). The Company agrees to promptly notify the Adviser of the
commencement of any litigation or proceedings against it or any of as respective
officers or directors in connection with this Agreement, the issuance or sale of
the Contracts, with respect to the operation of each Account, or the sale or
acquisition of shares of the Adviser. 

                            ARTICLE IX.  APPLICABLE LAW 

     9.1.      This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of Connecticut.

     9.2.      This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Shared Funding Exemptive Order) and the terms hereof shall be interpreted and
construed in accordance therewith. 

                              ARTICLE X.  TERMINATION
     
     10.1.     This Agreement shall continue in full force and effect until the
first to occur of:    

     (a)       termination by any party for any reason upon six-months advance
               written notice delivered to the other parties; or 

     (b)       termination by the Company by written notice to the Fund, the
               Adviser and the Underwriter with respect to any Portfolio 
               based upon the Company's determination that shares of such 
               Portfolio are not reasonably available to meet the 
               requirements of the Contracts. Reasonable advance notice of 
               election to terminate shall be furnished by the Company, said 
               termination to be effective ten (10) days after receipt of 
               notice unless the Fund makes available a sufficient number of 
               shares to reasonably meet the requirements of the Account 
               within said ten (10) day period; or 

     (c)       termination by the Company upon written notice to the Fund, the
               Adviser and the Underwriter with respect to any Portfolio in 
               the event any of the Portfolio's shares are not registered, 
               issued or sold in accordance with applicable state and/or 
               federal law or such law precludes the use of such shares as 
               the underlying investment medium of the Contracts issued or 
               to be issued by the Company. The terminating party shall give 
               prompt notice to the other parties of its decision to terminate;
               or

                                      20

<PAGE>

     (d)       termination by the Company upon written notice to the Fund, 
               the Adviser and the Underwriter with respect to any Portfolio 
               in the event that such portfolio ceases to qualify as a 
               Regulated Investment Company under Subchapter M of the Code 
               or under any successor or similar provision; or 

     (e)       termination by the Company upon written notice to the Fund and
               the Underwriter with respect to any Portfolio in the event 
               that such Portfolio fails to meet the diversification 
               requirements specified in Article VI hereof; or 

     (f)       termination by either the Fund, the Adviser or the Underwriter by
               written  notice to the Company, if either one or more of the 
               Fund, the Adviser or the Underwriter, shall determine, in its 
               or their sole judgment exercised in good faith, that the 
               Company and/or their affiliated companies has suffered a 
               material adverse change in its business, operations, 
               financial condition or prospects since the date of this 
               Agreement or is the subject of material adverse publicity, 
               provided that the Fund, the Adviser or the Underwriter will 
               give the Company sixty (60) days' advance written notice of 
               such determination of as intent to terminate this Agreement, 
               and provided further that after consideration of the actions 
               taken by the Company and any other changes in circumstances 
               since the giving of such notice, the determination of the 
               Fund, the Adviser or the Underwriter shall continue to apply 
               on the 60th day since giving of such notice, then such 60th 
               day shall be the effective date of termination; or 

     (g)       termination by the Company by written notice to the Fund, the
               Adviser and the Underwriter, if the Company shall determine, 
               in its sole judgment exercised in good faith, that either the 
               Fund, the Adviser or the Underwriter has suffered a material 
               adverse change in its business, operations, financial 
               condition or prospects since the date of this Agreement or is 
               the subject of material adverse publicity, provided that the 
               Company will give the Fund, the Adviser and the Underwriter 
               sixty (60) days' advance written notice of such determination 
               of its intent to terminate this Agreement, and provided 
               further that after consideration of the actions taken by the 
               Fund, the Adviser or the Underwriter and any other changes in 
               circumstances since the giving of such notice, the 
               determination of the Company shall continue to apply on the 
               60th day since giving of such notice, then such 60th day 
               shall be the effective date of termination; or 

     (h)       termination by the Fund, the Adviser or the Underwriter by
               written notice to the Company, if the Company gives the Fund, 
               the Adviser and the

                                      21

<PAGE>

               Underwriter the written notice specified in Section 1.5 
               hereof and at the time such notice was given there was no 
               notice of termination outstanding under any other provision 
               of this Agreement; provided, however any termination under 
               this Section 10.1(h) shall be effective sixty (60) days after 
               the notice specified in Section 1.5 was given; or 

     (i)       termination by any party upon the other party's breach of any
               representation in Section 2 or any material provision of this 
               Agreement, which breach has not been cured to the 
               satisfaction of the terminating party within ten (10) days 
               after written notice of such breach is delivered to the Fund 
               or the Company, as the case may be; or 

     (j)       termination by the Fund, Adviser or Underwriter by written notice
               to the Company in the event an Account or Contract is not 
               registered (unless exempt from registration) or sold in 
               accordance with applicable federal or state law or 
               regulation, or the Company fails to provide pass-through 
               voting privileges as specified in Section 3.4.

     10.2.      EFFECT OF TERMINATION.  Notwithstanding any termination of this
Agreement, the Fund shall at the option of the Company, continue to make
available additional shares of the Fund pursuant to the terms and conditions of
this Agreement, for all Contracts in effect on the effective date of termination
of this Agreement (hereinafter referred to as "Existing Contracts") unless such
further sale of Fund shares is proscribed by law, regulation or applicable
regulatory body, or unless the Fund determines that liquidation of the Fund
following termination of this Agreement is in the best interests of the Fund and
its shareholders. Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to direct reallocation of investments in the Fund,
redemption of investments in the Fund and/or investment in the Fund upon the
making of additional purchase payments under the Existing Contracts. The parties
agree that this Section 10.2 shall not apply to any terminations under Article
VII and the effect of such Article Vii terminations shall be governed by Article
VII of this Agreement. 

     10.3.     The Company shall not redeem Fund shares attributable to the
Contracts (as distinct from Fund shares attributable to the Company's assets
held in the Account) except (i) as necessary to implement Contract Owner
initiated or approved transactions, or (ii) as required by state and/or federal
laws or regulations or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption") or (iii) as
permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon
request, the Company will promptly furnish to the Fund and the Underwriter the
opinion of counsel for the Company (which counsel shall be reasonably
satisfactory to the Fund and the Underwriter) to the effect that any redemption
pursuant to clause (ii) above is a Legally Required Redemption. Furthermore,
except in cases where permitted under the terms of the Contracts, the Company
shall not prevent Contract Owners from allocating payments to a Portfolio that
was otherwise available under the Contracts without first giving the Fund or the
Adviser 30 days notice of its intention to do so. 

                                      22

<PAGE>

                               ARTICLE XI.   NOTICES 
                                          
     Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party. 
     
     If to the Fund: 

     ____________________________
     ____________________________
     ____________________________


     If to the Underwriter:





     If to the Adviser:




     If to the Company:                 With a copy to:     
                                                            
     Hartford Life Insurance Co.        Hartford Life Insurance Co. 
     200 Hopmeadow Street               200 Hopmeadow Street 
     Simsbury, Connecticut 06070        Simsbury, Connecticut 06070 
     Attn: Tom Marra                    Attn: Lynda Godkin, General Counsel
     

                         ARTICLE XII.  FOREIGN TAX CREDITS

     12.1.     The Fund and Adviser agree to consult in advance with the Company
concerning whether any series of the Fund qualifies to provide a foreign tax
credit pursuant to Section 853 of the Code. 

                            ARTICLE XIII.  MISCELLANEOUS
                                          
     13.1.     All persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Board, officers, agents or

                                      23

<PAGE>

shareholders assume any personal liability for obligations entered into on 
behalf of the Fund. Each of the Company, Adviser and Underwriter acknowledges 
and agrees that, as provided by Article 8, Section 8.1, of the Fund's 
Agreement and Declaration of Trust, the shareholders, trustees, officers, 
employees and other agents of the Fund and as Portfolios shall not personally 
be bound by or liable for matters set forth hereunder, nor shall resort be 
had to their private property for the satisfaction of any obligation or claim 
hereunder. A Certificate of Trust referring to the Fund's Agreement and 
Declaration of Trust is on file with the Secretary of State of Connecticut.

     13.2.     Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party. 

     13.3.     The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect. 

     13.4.     This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument. 

     13.5.     If any provision of this Agreement shall be held or made 
invalid by a court decision, statute, rule or otherwise, the remainder of 
this Agreement shall not be affected thereby. 

     13.6.     Each party hereto shall cooperate with each other party and 
all appropriate governmental authorities (including without limitation the 
Securities and Exchange Commission, the National Association of Securities 
Dealers and state insurance regulators) and shall permit such authorities 
(and other parties hereto) reasonable access to its books and records in 
connection with any investigation or inquiry relating to this Agreement or 
the transactions contemplated hereby. 

     13.7.     The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations at law or in equity, which the parties hereto are entitled to under
state and federal laws. 

     13.8.     This Agreement or any of the rights and obligations hereunder may
not be assigned by any party without the prior written consent of all parties
hereto; provided, however, that the Adviser may, with advance written notice to
the other parties hereto, assign this Agreement or any rights or obligations
hereunder to any affiliate of or company under common control with the Adviser
if such assignee is duly licensed and registered to perform the obligations of
the Adviser under this Agreement. 

                                      24

<PAGE>

     13.9.     The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee upon request, copies of the following reports: 

     (a)       the Company's annual statement (prepared under statutory
               accounting principles) and annual report (prepared under 
               generally accepted accounting principles ("GAAP"), if any), 
               as soon as practical and in any event within 90 days after 
               the end of each fiscal year; 

     (b)       the Company's June 30th quarterly statements (statutory), as soon
               as practical and in any event within 45 days following such 
               period; 

     (c)       any financial statement, proxy statement, notice or report of the
               Company sent to stockholders and/or policyholders, as soon as 
               practical after the delivery thereof to stockholders; 

     (d)       any registration statement (without exhibits) and financial
               reports of the Company filed with the Securities and Exchange 
               Commission or any state insurance regulator, as soon as 
               practical after the filing thereof; 

     (e)       any other public report submitted to the Company by independent
               accountants in connection with any annual, interim or special 
               audit made by them of the books of the Company, as soon as 
               practical after the receipt thereof. 

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in as name and on its behalf by its duly authorized representative
as of the date specified above. 


     
HARTFORD LIFE INSURANCE COMPANY 
on behalf of Itself and each of its Accounts named in 
Schedule A hereto, as amended from time to time 
 


By:
   ---------------------------------------------------
     Peter Cummins 
     Its Senior Vice President 



                                      25

<PAGE>

FUND



By:
   ---------------------------------------------

     Its



UNDERWRITER



By:
   ---------------------------------------------

     Its




ADVISER



By:
   ---------------------------------------------

     Its

                                      26

<PAGE>

                                      SCHEDULE A

                           SEPARATE ACCOUNTS AND CONTRACTS

- --------------------------------------------------------------------------------
 Name of Separate Account and Date Established        Form Numbers              
 by Board of Directors                                Funded by Separate Account
- --------------------------------------------------------------------------------
                                                      Contract Form Nos.:
- --------------------------------------------------------------------------------

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

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

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

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

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

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




                                      27

<PAGE>

                                     SCHEDULE B 

PARTICIPATING LIFE INVESTMENT TRUST PORTFOLIOS 





















                                      28

<PAGE>

                                     SCHEDULE C 

                               PROXY VOTING PROCEDURES

The following is a list of procedures and corresponding responsibilities for the
handling of proxies and voting instructions relating to the Fund. The defined
terms herein shall have the meanings assigned in the Participation Agreement
except that the term "Company" shall also include the department or third party
assigned by the Company to perform the steps delineated below. 

 1.   The proxy proposals are given to the Company by the Fund as early
      as possible before the date set by the Fund for the shareholder 
      meeting to enable the Company to consider and prepare for the 
      solicitation of voting instructions from owners of the Contracts and 
      to facilitate the establishment of tabulation procedures. At this time 
      the Fund will inform the Company of the Record, Mailing and Meeting 
      dates. This will be done verbally approximately two months before 
      meeting. 

 2.   Promptly after the Record Date, the Company will perform a "tape
      run," or other activity, which will generate the names, address and 
      number of units which are attributed to each contract 
      owner/policyholder (the "Customer") as of the Record Date. Allowance 
      should be made for account adjustments made after this date that could 
      affect the status of the Customers' accounts as of the Record Date. 

      Note: The number of proxy statements is determined by the activities 
      described in Step #2. The Company will use its best efforts to call in 
      the number of Customers to the Fund, as soon as possible, but no later 
      than two weeks after the Record Date. 

 3.   The Fund's Annual Report must be sent to each Customer by the
      Company either before or together with the Customers' receipt of 
      voting instruction solicitation material. The Fund will provide the 
      last Annual Report to the Company pursuant to the terms of Section 3.3 
      of the Agreement to which this Schedule relates. 

 4.   The text and format for the Voting Instruction Cards ("Cards" or
      "Card") is provided to the Company by the Fund. The Company, at its 
      expense, shall produce and personalize the Voting Instruction Cards. 
      The Fund or its affiliate must approve the Card before it is printed. 
      Allow approximately 2-4 business days for printing information on the 
      Cards. Information commonly found on the Cards includes:

      a.   name (legal name as found on account registration)  
      b.   address 
      c.   fund or account number 
      d.   coding to state number of units (or equivalent shares)
      e.   individual Card number for use in tracking and verification of votes
           (already on Cards as printed by the Fund). 

                                      29

<PAGE>

 5.   During this time, the Fund will develop, produce, and the Fund
      will pay for the Notice of Proxy and the Proxy Statement (one 
      document). Printed and folded notices and statements will be sent to 
      Company for insertion into envelopes (envelopes and return envelopes 
      are provided and paid for by the Company). Contents of envelope sent 
      to Customers by the Company will include: 
     
      a.   Voting Instruction Card(s) 
      b.   One proxy notice and statement (one document) 
      c.   return envelope (postage pre-paid by Company) addressed to the
           Company or its tabulation agent 
      d.   "urge buck slip" - optional, but recommended. (This is a small, 
           single sheet of paper that requests Customers to vote as quickly
           as possible and that their vote is important. One copy will be
           supplied by the Fund.) 
      e.   cover letter - optional, supplied by Company and reviewed and 
           approved in advance by the Fund. 

 6.   The above contents should be received by the Company
      approximately 3-5 business days before mail date. Individual in 
      charge at Company reviews and approves the contents of the mailing 
      package to ensure correctness and completeness. Copy of this approval 
      sent to the Fund. 

 7.   Package mailed by the Company at the Fund's expense. 

      *The Fund must allow at least a 15-day solicitation time to the 
      Company as the shareowner. (A 5-week period is recommended.) 
      Solicitation time is calculated as calendar days from (but not 
      including), the meeting, counting backwards. 

 8.   Collection and tabulation of Cards begins. Tabulation usually
      takes place in another department or another vendor depending on 
      process used. An often used procedure is to sort Cards on arrival by 
      proposal into vote categories of all yes, no, or mixed replies, and to 
      begin data entry. 

      Note: Postmarks are not generally needed. A need for postmark 
      information would be due to an insurance company's internal procedure 
      and has not been required by the Fund in the past. 

 9.   Signatures on Card checked against legal name on account
      registration which was printed on the Card. 

      Note: For example, if the account registration is under "John A. 
      Smith, Trustee," then that is the exact legal name to be printed on 
      the Card and is the signature needed on the Card. 

                                      30

<PAGE>

10.   If Cards are mutilated, or for any reason are illegible or are
      not signed properly, they are sent back to Customer with an 
      explanatory letter and a new Card and return envelope. The mutilated 
      or illegible Card is disregarded and considered to be not received for 
      purposes of vote tabulation. Any Cards that have been "kicked out" 
      (e.g., mutilated, illegible) of the procedure are "hand verified," 
      (i.e., examined as to why they did not complete the system). Any 
      questions on those Cards are usually remedied individually.

11.   There are various control procedures used to ensure proper
      tabulation of votes and accuracy of that tabulation. The most 
      prevalent is to sort the Cards as they first arrive into categories 
      depending upon their vote; an estimate of how the vote is progressing 
      may then be calculated. If the initial estimates and the actual vote 
      do not coincide, then an internal audit of that vote should occur. 
      This may entail a recount.

12.   The actual tabulation of votes is done in units (or equivalent
      shares) which is then converted to shares. (It is very important that 
      the fund receives the tabulations stated in terms of a percentage and 
      the number of shares.) The Fund must review and approve tabulation 
      format. 

13.   Final tabulation in shares is verbally given by the Company to
      the Fund on the morning of the meeting not later then 10:00 A.M. 
      Houston time. The Fund may request an earlier deadline if reasonable 
      and if required to calculate the vote in time for the meeting. 

14.   A Certification of Mailing and Authorization to Vote Shares will
      be required from the Company as well as an original copy of the final 
      vote. The Fund will provide a standard form for each Certification. 
      
15.   The Company will be required to box and archive the Cards
      received from the Customers. In the event that any vote is challenged 
      or if otherwise necessary for legal, regulatory, or accounting 
      purposes, the Fund will be permitted reasonable access to such Cards. 

16.   All approvals and "signing-off" may be done orally, but must
      always be followed up in writing. 

                                      31


<PAGE>

                                                              [LOGO]
                                                              HARTFORD LIFE



April 12, 1999                          
                                        LYNDA GODKIN, SENIOR VICE PRESIDENT,
                                        GENERAL COUNSEL & CORPORATE SECRETARY

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

RE:  SEPARATE ACCOUNT FIVE
     HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
     POST-EFFECTIVE AMENDMENT NO. 4
     FILE NO. 333-36349

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 policies (the "Policies") 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 Policies.

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

<PAGE>

Board of Directors
April 12, 1999
Page 2

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

Sincerely,

/s/ Lynda Godkin

Lynda Godkin



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




April 12, 1999



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 Statement of Additional Information included as a part of 
such Form S-6 Registration Statement.

Very truly yours,

/s/ Michael Winterfield

Michael Winterfield, FSA, MAAA
Director Individual Annuity Product Management


<PAGE>

                                 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. 333-36349 for Hartford Life and Annuity
Insurance Company Separate Account Five on Form S-6.


                                     /s/ Arthur Andersen LLP


Hartford, Connecticut
April 12, 1999

<PAGE>

                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

                               POWER OF ATTORNEY
                               -----------------

                               Gregory A. Boyko
                                 David T. Foy
                                 Lynda Godkin
                                Thomas M. Marra
                                Lowndes A. Smith
                             David M. Znamierowski


do hereby jointly and severally authorize Lynda Godkin, Christine Repasy, 
Marianne O'Doherty, Thomas S. Clark and Brian Lord 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, and do hereby ratify any such signatures heretofore made 
by such persons.

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

/s/ Gregory A. Boyko                    Dated as of January 15, 1999
- ------------------------------
Gregory A. Boyko

/s/ David T. Foy                        Dated as of January 15, 1999
- ------------------------------
David T. Foy

/s/ Lynda Godkin                        Dated as of January 15, 1999
- ------------------------------
Lynda Godkin

/s/ Thomas M. Marra                     Dated as of January 15, 1999
- ------------------------------
Thomas M. Marra

/s/ Lowndes A. Smith                    Dated as of January 15, 1999
- ------------------------------
Lowndes A. Smith

/s/ David M. Znamierowski               Dated as of January 15, 1999
- ------------------------------
David M. Znamierowski


<PAGE>


                                                     ORGANIZATIONAL CHART


<TABLE>
<CAPTION>

<S>                                                                                        <C>

                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                                ---------------------------------------------
                                                     NUTMEG INSURANCE COMPANY                               |
                                                           (CONNECTICUT)                         THE HARTFORD INVESTMENT
                                                                |                                   MANAGEMENT COMPANY
                                                 HARTFORD FIRE INSURANCE COMPANY                         (DELAWARE)
                                                           (CONNECTICUT)                                    |
                                                                |                                           |
                                            HARTFORD ACCIDENT AND INDEMNITY COMPANY                HARTFORD INVESTMENT
                                                           (CONNECTICUT)                              SERVICES, INC.
                                                                |                                      (CONNECTICUT)
                                                       HARTFORD LIFE, INC.
                                                           (DELAWARE)
                                                                |
                                           HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                                |
                                                                |
        -------------------------------------------------------------------------------------------------------------------------
        |          |       |              |                   |                |               |             |             |
ITT HARTFORD LIFE  |       |              |                   |                |               |           HLIC         PLANCO
INTERNATIONAL LTD. |       |              |                   |                |               |          CANADA       FINANCIAL
  (CONNECTICUT)    |       |              |                   |                |               |      HOLDINGS, INC.   SERVICES,
        |          |       |              |                   |                |               |        (CANADA)     INCORPORATED
        |          |       |              |                   |                |               |             |     (PENNSYLVANIA)
        |          |       |              |                   |                |               |             |             |
        |          |  ALPINE LIFE  HARTFORD FINANCIAL   HARTFORD LIFE       HARTFORD        AMERICAN         |             |
        |          |   INSURANCE     SERVICES LIFE    INSURANCE COMPANY    FINANCIAL      MATURITY LIFE      |             |
        |          |    COMPANY      INSURANCE CO.      (CONNECTICUT)    SERVICES, LLC  INSURANCE COMPANY    |             |
        |          | (CONNECTICUT)   (CONNECTICUT)            |           (DELAWARE)      (CONNECTICUT)      |      PLANCO, INC.
        |          |                                          |                |               |             |     (PENNSYLVANIA)
        |          |      -------------------------------------                |       AML FINANCIAL, INC.   |
  HARTFORD CALMA   |      |                 |                 |                |         (CONNECTICUT)       |
    COMPANY        | ROYAL LIFE          HARTFORD          HARTFORD            |                         HARTFORD
   (FLORIDA)       | INSURANCE         INTERNATIONAL       LIFE AND            |                       LIFE INSURANCE
                   |  COMPANY        LIFE REASSURANCE   ANNUITY INSURANCE      |                         COMPANY 
                   | OF AMERICA            CORP.           COMPANY             |                         OF CANADA
                   |(CONNECTICUT)      (CONNECTICUT)     (CONNECTICUT)         |                          (CANADA)
                   |                                          |                |
                   |                                          |                |
                   |                                     ITT HARTFORD          |
                   |                                      LIFE, LTD.           |
                   |                                      (BERMUDA)            |
                   |                                                           |
                   |                                                           |
         ----------|         ---------------------------------------------------------------------------------------------
         |                   |                     |                     |                  |                            |
   INTERNATIONAL           MS FUND          HL INVESTMENT           HARTFORD       HARTFORD SECURITIES        HARTFORD COMP. EMP.
     CORPORATE         AMERICA 1993-K       ADVISORS, LLC         EQUITY SALES        DISTRIBUTION              BENEFITS SERVICE
MARKETING GROUP, INC.     SPE, INC.         (CONNECTICUT)         COMPANY, INC.       COMPANY, INC.                  COMPANY
   (CONNECTICUT)         (DELAWARE)              |                (CONNECTICUT)       (CONNECTICUT)                (CONNECTICUT)
         |                                       |
         |                                       |
   THE EVERGREEN                         HARTFORD INVESTMENT
    GROUP, INC.                          FINANCIAL SERVICES
    (NEW YORK)                                 COMPANY
                                              (DELAWARE)
</TABLE>

<PAGE>
<TABLE>
<S>                                                                                        <C>

                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                     NUTMEG INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                 HARTFORD FIRE INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
     ----------------------------------------------------------------------------------------------------------------------------
     |           |                                              |
     |           |                                       ITT HARTFORD LIFE                
     |           |                                -------INTERNATIONAL LTD.
     |           |                                |       (CONNECTICUT)
     |           |                                |             |         
     |           |                                |        ITT HARTFORD    
     |           |                                |    ----SUDAMERICANA    
     |           |                                |   |     HOLDING S.A.    
     |           |                                |   |    (ARGENTINA)     
     |           |                                |   |------------------------------------------------------
     |           |                                |   |                               |                      |
     |           |                                |   |        HARTFORD            GALICIA              INSTITUTO DE
     |           |                                |   |        SEGUROS          VIDA COMPANIA        SALTA COMPANIA DE
     |           |                                |   |--------DE VIDA         DE SEGUROS S.A.      SEGUROS DE VIDA S.A.
     |           |                                |   |       (URUGUAY)          (ARGENTINA)            (ARGENTINA)
     |           |                                |   |    
     |           |             ICATU              |   |      ITT HARTFORD   
     |           |            HARTFORD            |   |-----SEGUROS DE VIDA 
     |           |          SEGUROS S.A.----------|   |       (ARGENTINA)
     |           |            (BRAZIL)            |   |                     
     |           |                |               |   |                     
     |           |                |               |   |      ITT HARTFORD   
     |           |   -- ----------|               |   |------SEGUROS DE    
     |           |   |            |               |   |       RETIRO S.A.   
     |           |   |            |               |   |       (ARGENTINA)   
     |-----------|----------------|---------------|---|--------------------------------------------------------------------------
     |           |   |            |               |   |
     |           |   |      ICATU HARTFORD        |   |  CONSULTORA DE CAPITALES
     |           |   |     FUNDO DE PENSAO        |   |   S.A. SOCIEDAD GERENTE
     |           |   |         (BRAZIL)           |   |----DE FONDOS COMUNES
     |           |   |            |               |   |      DE ENVERSION
     |           |   |            |               |   |       (ARGENTINA)
     |           |   |      ICATU HARTFORD        |   |
     |           |   |    CAPITALIZACAO S.A.      |   |          CLARIDAD
     |           |   |         (BRAZIL)           |   |     ADMINISTRADORA DE
     |           |   |            |               |   |---FONDOS DE JUBILACIONES
     |           |   |        BRAZILCAP           |   |      Y PENSIONES S.A.
     |           |   |     CAPITALIZACAO S.A.     |   |       (ARGENTINA)
     |           |   |         (BRAZIL)           |   |
     |           |   |                            |   |
     |           |    --------------------------  |   |
     |           |---------------              |  |   |
     |                          |              |  |   |
HARTFORD FIRE               HARTFORD FIRE      |  |   |------- SEGPOOL S.A.
INTERNATIONAL------------INTERNATIONAL, LTD.   |  |   |        (ARGENTINA)
(GERMANY) GMBH              (CONNECTICUT)      |  |   |
(WEST GERMANY)                                 |  |   |
                                               |  |   |
                           ICATU HARTFORD      |  |   |         THESIS S.A.
                            ADMINISTRACAO      |  |   |-------- (ARGENTINA)
                          DE BENEFICIOS LTDA-- |  |   |
                              (BRAZIL)            |   |
                                                  |   |
                                  -----------------   |
                                  |                   |
                                 CAB                  |--------- U.O.R., S.A.
                             CORPORATION                         (ARGENTINA)
                       (BRITISH VIRGIN ISLANDS)       

</TABLE>
<PAGE>
<TABLE>
<S>                                                                                        <C>
                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                     NUTMEG INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                 HARTFORD FIRE INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
- --------------------------------------------------------------------------------------------------------------------------------|
                                                                                                      |                         |
                                                                                         THE HARTFORD INTERNATIONAL             |
                |-----------------------------------------------------------------------FINANCIAL SERVICES GROUP, INC.          |
                |                                 |                    |                          (DELAWARE)                    |
                |                                 |                    |         ----------------------|-----------------       |
                |                                 |                    |         |                     |         |       |      |
             ZWOLSCHE                             |                    |    ITT HARTFORD         LONDON AND      |   HARTFORD   |
          ALGEMEENE N.V.                          |                    | INTERNATIONAL, LTD.     EDINBURGH       | EUROPE, INC. |
          (NETHERLANDS)                           |                    |       (U.K.)       INSURANCE GROUP, LTD.|  (DELAWARE)  |
                |                                 |                    |                           (U.K.)        |              |
                |                                 |                    |                             |           |              |
                |                                 |                    |                -------------            |              |
                |                                 |                    |                |                        |              |
                |                           ITT ASSURANCES      HARTFORD INTERNATIONAL  |    LONDON AND          --ITT ERCOS    |
                |                              S.A.              INSURANCE CO., N.V.    |---  EDINBURGH           DE SEGUROS Y  |
                |    ZWOLSCHE ALGEMEENE      (FRANCE)                (BELGIUM)          | INSURANCE CO., LTD.    REASEGUROS S.A.|
                |----SCHADEVERZEKERING                                   |              |        (U.K.)             (SPAIN)     |
        --------|          N.V.-----------------------------------       |              |            |                          |
        |       |      (NETHERLANDS)                              |      |              |            |                          |
       Z.A.     |                                                 |      |              |   EXCESS INSURANCE                    |
- --VERZEKERINGEN |                                                 |      |              |     COMPANY LTD.                      |
|      N.V.     |      ZWOLSCHE ALGEMEENE                         |      |              |        (U.K.)                         |
|  (BELGIUM)    |------HERVERZEKERING B.V.                        |      |              |                                       |
|   |      -----|        (NETHERLANDS)                            |      |              |      LONDON AND                       |
|   |     |     |                                                 |      |              |--- EDINBURGH LIFE                     |
| Z.A. LUX S.A. |                                                 |      |              |  ASSURANCE CO., LTD.                  |
| (LUXEMBURG)   |    ZWOLSCHE ALGEMEENE                           |      |              |         (U.K.)                        |
|               |--LEVENS-VERZEKERING N.V.------------            |      |              |                                       |
|               |      (NETHERLANDS)                 |            |      |              |                                       |
- ----------------|------------------------------------|------------|------|--------------|---------------------------------------|
|               |                                    |            |      |              |                                       |
|       --------                                     |            |      |              |                                       |
|       |       |                                    |            |      |              |                                       |
|   ZWOLSCHE    |    ZWOLSCHE ALGEMEENE       ZWOLSCHE ALGEMEENE  |      |              |                                       |
|  ALGEMEENE    |-----HYPOTHEKEN N.V.        BELEGGINGEN III B.V. |      |              |                                       |
|  EUROPA B.V.  |      (NETHERLANDS)             (NETHERLANDS)    |      |              |                                       |
| (NETHERLANDS) |                                       ----------       |              |                                       |
- --------|       |                                       |                |              |                                       |
                |      EXPLOITATIEMAAT-          BELEGGINGSMAAT-         |              |                                       |
                |-----   SCHAPPIJ                 SCHAPPIJ               |              |                                       |
                |      BUIZERDLAAN B.V.          BUIZERDLAAN B.V.        |              |                                       |
                |        (NETHERLANDS)             (NETHERLANDS)         |              |                                       |
                |                                                        |              |                                       |
                |                                                        |              |                                  -----
                |          HOLLAND                                       |              |--------------------------        |
                |---- BELEGGINGSGROEP B.V.                               |              |                          |       |
                        (NETHERLANDS)                                    |              |-----------------         |       |
                                                                         |       -------|                 |        |       |
                                                                         |       |      |                 |        |       |
                                                                         |       |      |                 |        |       |
                                                                    F.A. KNIGHT  |  MACALISTER &    LONDON AND     | HARTFORD FIRE
                                                                     & SON N.V.  |  DUNDAS, LTD.     EDINBURGH     | INTERNATIONAL
                                                                     (BELGIUM)   |   (SCOTLAND)     TRUSTEES, LTD. |   SERVICIOS
                                                                                 |                    (U.K.)       |    (SPAIN)
                                                                                  -------------------------        -----------
                                                                                        |                 |                |
                                                                                    FENCOURT           QUOTEL        LONDON AND
                                                                                  PRINTERS, LTD.      INSURANCE       EDINBURGH
                                                                                     (U.K.)         SYSTEMS, LTD.  SERVICES, LTD.
                                                                                                       (U.K.)           (U.K.)
                                                                                                          |
                                                                                                      EUROSURE
                                                                                                      INSURANCE
                                                                                                    MARKETING, LTD.
                                                                                                        (U.K.)

</TABLE>


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