SEPARATE ACCOUNT FIVE OF ITT HARTFORD LIFE & ANNUITY INS CO
497, 2000-05-03
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<S>                                                           <C>
DIRECTOR LIFE
MODIFIED SINGLE PREMIUM
VARIABLE LIFE INSURANCE POLICIES
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
P.O. BOX 2999
HARTFORD, CONNECTICUT 06104-2999
TELEPHONE: 1-800-231-5453                                     [LOGO]
</TABLE>

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This Prospectus describes information you should know before you purchase
Director Life. Please read it carefully.

Director Life 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.
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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>
  Hartford Advisers Fund Sub-Account                          Class IA of Hartford Advisers HLS Fund, Inc.
  Hartford Bond Fund Sub-Account                              Class IA of Hartford Bond HLS Fund, Inc.
  Hartford Capital Appreciation Fund Sub-Account              Class IA of Hartford Capital Appreciation HLS
                                                              Fund, Inc.
  Hartford Dividend and Growth Fund Sub-Account               Class IA of Hartford Dividend and Growth HLS
                                                              Fund, Inc.
  Hartford Global Health Fund Sub-Account                     Class IA of Hartford Global Health HLS Fund of
                                                              Hartford Series Fund, Inc.
  Hartford Global Leaders Fund Sub-Account                    Class IA of Hartford Global Leaders HLS Fund of
                                                              Hartford Series Fund, Inc.
  Hartford Global Technology Fund Sub-Account                 Class IA of Hartford Global Technology HLS Fund of
                                                              Hartford Series Fund, Inc.
  Hartford Growth and Income Fund Sub-Account                 Class IA of Hartford Growth and Income HLS Fund of
                                                              Hartford Series Fund, Inc.
  Hartford High Yield Fund Sub-Account                        Class IA of Hartford High Yield HLS Fund of
                                                              Hartford Series Fund, Inc.
  Hartford Index Fund Sub-Account                             Class IA of Hartford Index HLS Fund, Inc.
  Hartford International Advisers Fund Sub-Account            Class IA of Hartford International Advisers HLS
                                                              Fund, Inc.
  Hartford International Opportunities Fund Sub-Account       Class IA of Hartford International Opportunities
                                                              HLS Fund, Inc.
  Hartford MidCap Fund Sub-Account                            Class IA of Hartford MidCap HLS Fund, Inc.
  Hartford Money Market Fund Sub-Account                      Class IA of Hartford Money Market HLS Fund, Inc.
  Hartford Mortgage Securities Fund Sub-Account               Class IA of Hartford Mortgage Securities HLS
                                                              Fund, Inc.
  Hartford Small Company Fund Sub-Account                     Class IA of Hartford Small Company HLS Fund, Inc.
  Hartford Stock Fund Sub-Account                             Class IA of Hartford Stock HLS Fund, Inc.
</TABLE>

<PAGE>
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. 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 website 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
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PROSPECTUS DATED: MAY 1, 2000
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    3
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TABLE OF CONTENTS

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                                                                PAGE
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<S>                                                           <C>
SUMMARY OF BENEFITS AND RISKS                                     4
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FEE TABLE                                                         5
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ABOUT US                                                          8
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  Hartford Life and Annuity Insurance Company                     8
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  Separate Account Five                                           8
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  The Funds                                                       8
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CHARGES AND DEDUCTIONS                                           10
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YOUR POLICY                                                      11
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PREMIUMS                                                         13
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DEATH BENEFITS AND POLICY VALUES                                 14
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MAKING WITHDRAWALS FROM YOUR POLICY                              15
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LOANS                                                            16
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LAPSE AND REINSTATEMENT                                          17
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FEDERAL TAX CONSIDERATIONS                                       17
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LEGAL PROCEEDINGS                                                20
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OTHER MATTERS                                                    20
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GLOSSARY OF SPECIAL TERMS                                        21
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</TABLE>
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4                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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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 may be 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.
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    5
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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>

        CHARGE                WHEN CHARGE IS DEDUCTED                  AMOUNT DEDUCTED
<S>                     <C>                                  <C>
Surrender Charges       When you fully or partially          A percentage of the amount
                        surrender your policy.               surrendered, not to exceed the
                                                             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 surrender  A percentage of the Account Value
                        of the policy.                       depending on the Policy Year the
                                                             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%

<CAPTION>

        CHARGE          POLICIES FROM WHICH CHARGE IS DEDUCTED
<S>                     <C>
Surrender Charges       All, if the surrender is subject to a
                        charge.
Unamortized Tax Charge                   All
</TABLE>

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6                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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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>

        CHARGE                WHEN CHARGE IS DEDUCTED                  AMOUNT DEDUCTED
<S>                     <C>                                  <C>
Cost of Insurance       Monthly.                             Individualized depending on age,
Charges                                                      sex and other factors.
Mortality and Expense   Monthly.                             .90% (annualized) of Sub-Account
Risk Charge                                                  Value
Tax Expense Charge      Monthly.                             .40% (annualized) of Account Value
                                                             for Policy Years 1-10
Annual Maintenance Fee  On Policy Anniversary Date or upon   $30.00
                        surrender of the policy.
Administrative Charge   Monthly.                             .25% (annualized) of Sub-Account
                                                             Value

<CAPTION>

        CHARGE          POLICIES FROM WHICH CHARGE IS DEDUCTED
<S>                     <C>
Cost of Insurance                        All
Charges
Mortality and Expense                    All
Risk Charge
Tax Expense Charge                       All
Annual Maintenance Fee  Only policies with an Account Value of
                        less than $50,000 on the Policy
                        Anniversary Date or date of surrender.
Administrative Charge                    All
</TABLE>

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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    7
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The next table describes the Fund fees and expenses that you will pay
periodically during the time that you own the policy. More detail concerning
each Fund's fees and expenses is contained in the prospectus for each Fund.

ANNUAL FUND OPERATING EXPENSES
AS OF THE FUND'S YEAR END
(As a percentage of net assets)

<TABLE>
<CAPTION>
                                                                                       OTHER              TOTAL FUND
                                                                                     EXPENSES         OPERATING EXPENSES
                                                            MANAGEMENT FEES       (INCLUDING ANY    (INCLUDING ANY WAIVERS
                                                        (INCLUDING ANY WAIVERS)   REIMBURSEMENTS)   AND ANY REIMBURSEMENTS)
<S>                                                     <C>                       <C>               <C>
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Hartford Advisers HLS Fund                                     0.63%                  0.02%                 0.65%
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Hartford Bond HLS Fund                                         0.49%                  0.03%                 0.52%
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Hartford Capital Appreciation HLS Fund                         0.64%                  0.02%                 0.66%
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Hartford Dividend and Growth HLS Fund                          0.65%                  0.03%                 0.68%
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Hartford Global Health HLS Fund (1)                            0.85%                  0.25%                 1.10%
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Hartford Global Leaders HLS Fund                               0.74%                  0.12%                 0.86%
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Hartford Global Technology HLS Fund (1)                        0.85%                  0.25%                 1.10%
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Hartford Growth and Income HLS Fund                            0.78%                  0.04%                 0.82%
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Hartford High Yield HLS Fund                                   0.66%                  0.06%                 0.72%
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Hartford Index HLS Fund                                        0.40%                  0.03%                 0.43%
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Hartford International Advisers HLS Fund                       0.76%                  0.09%                 0.85%
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Hartford International Opportunities HLS Fund                  0.69%                  0.09%                 0.78%
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Hartford MidCap HLS Fund                                       0.76%                  0.03%                 0.79%
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Hartford Money Market HLS Fund                                 0.45%                  0.02%                 0.47%
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Hartford Mortgage Securities HLS Fund                          0.45%                  0.03%                 0.48%
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Hartford Small Company HLS Fund                                0.75%                  0.03%                 0.78%
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Hartford Stock HLS Fund                                        0.46%                  0.02%                 0.48%
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</TABLE>

(1) Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund are
    new Funds. "Total Fund Operating Expenses" are based on annualized estimates
    of such expenses to be incurred during the current fiscal year.
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8                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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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

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<CAPTION>
                        EFFECTIVE DATE
    RATING AGENCY         OF RATING       RATING          BASIS OF RATING
<S>                     <C>              <C>        <C>
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 A.M. Best and
 Company, Inc.              1/1/99          A+      Financial performance
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 Standard & Poor's          8/1/99         AA       Insurer financial strength
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 Duff & Phelps              7/1/99         AA+      Claims paying ability
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</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

Hartford HLS Funds are sponsored and administered by Hartford Life Insurance
Company. HL Investment Advisors, LLC ("HL Advisors") serves as the investment
adviser to each of the Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

Each Hartford HLS Fund, except for Hartford Global Health HLS Fund, Hartford
Global Leaders HLS Fund, Hartford Global Technology HLS Fund, Hartford Growth
and Income HLS Fund and Hartford High Yield HLS Fund, is a separate Maryland
corporation registered with the Securities and Exchange Commission as an
open-end management investment company. Hartford Global Leaders HLS Fund,
Hartford Growth and Income HLS Fund and Hartford High Yield HLS Fund are
diversified series of Hartford Series Fund, Inc., a Maryland corporation, also
registered with the Securities and Exchange Commission as an open-end management
investment company. Hartford Global Health HLS Fund and Hartford Global
Technology HLS Fund are non-diversified series of Hartford Series Fund, Inc. The
shares of each Fund have been divided into Class IA and Class IB. Only Class IA
shares are available in this product.

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. 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 HLS Fund,
Inc." 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.

HARTFORD GLOBAL HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by 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
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    9
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strong competitive position on a global, regional or country basis. Sub-advised
by Wellington Management.

HARTFORD GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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 earnings 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 grade fixed-income securities. Growth of capital is a secondary
objective. 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
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 MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

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. 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.

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 policy may be
voted. After we begin to make annuity payouts to you, the number of votes you
have will decrease.

ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.

* "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>
10                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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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, the guaranteed maximum cost
of insurance rate is 100% of the 1980 Commissioner's Standard Ordinary
Unismoker, Sex Distinct Age Last Birthday Mortality Table (1980 CSO Table).
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 Death Benefit 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 = $30,000
Insured's attained age = 40
Minimum Coverage Amount percentage for age 40 = 150%

On the Monthly Activity Date, the Coverage Amount is $70,000. This is calculated
by subtracting the Account Value on the Monthly Activity Date ($30,000) from the
Face Amount ($100,000), subject to a possible Minimum Coverage Amount
adjustment. This Minimum Coverage Amount is determined by taking a percentage of
the Account Value on the Monthly Activity Date. In this case, the Minimum
Coverage Amount is $45,000 (150% of $30,000). Since $45,000 is less than the
Face Amount less the Account Value ($70,000), no adjustment is necessary.
Therefore, the Coverage Amount will be $70,000.

Assume that the Account Value in the above example was $50,000. The Minimum
Coverage Amount would be $75,000 (150% of $50,000). Since this is greater than
the Face Amount less the Account Value ($50,000), the Coverage Amount for the
Policy Month is $75,000. (For an explanation of the Death Benefit, see "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.

MORTALITY AND EXPENSE RISK CHARGE -- For assuming mortality and expense risks
under the policy, we deduct monthly from Sub-Account Value a charge equal to an
annual rate of 0.90%. 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 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:

- - Premium taxes imposed by various states and local jurisdictions.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   11
- --------------------------------------------------------------------------------

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.

- - 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 -- 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>      <C>
- -------------------------
 1            2.25%
- -------------------------
 2            2.00%
- -------------------------
 3            1.75%
- -------------------------
 4            1.50%
- -------------------------
 5            1.25%
- -------------------------
 6            1.00%
- -------------------------
 7            0.75%
- -------------------------
 8            0.50%
- -------------------------
 9            0.25%
- -------------------------
 10+          0.00%
- -------------------------
</TABLE>

After the ninth Policy Year, no Unamortized Tax charge will be imposed.

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 Policy Years 1, 2 and 3, the charge is 7.5%.

x  For Policy Years 4 and 5, the charge is 6%.

x  For Policy Years 6 and 7, the charge is 4%.

x  For Policy Years 8 and 9, the charge is 2%.

x  For Policy Years 10 and beyond, 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:

- - the current Account Value, Cash Surrender Value and Face Amount;

- - the premiums paid, monthly deduction amounts and any loans since your last
  statement;

- - the amount of any Indebtedness;

- - any notifications required by the provisions of your policy; and
<PAGE>
12                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

- - 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 the
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.

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.

- - 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."

- - To qualify for simplified underwriting under a last survivor policy, both
  Insureds must meet the simplified underwriting standards.

- - For a last survivor policy to be reinstated, both Insureds must be alive on
  the date of reinstatement.

- - The policy provisions regarding misstatement of age or sex, suicide and
  incontestability apply to either Insured.

- - 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.

- - Additional tax disclosures applicable to last survivor policies are provided
  in "Federal Tax Considerations."
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   13
- --------------------------------------------------------------------------------

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 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
<PAGE>
14                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
the number of Accumulation 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:

- - the New York Stock Exchange is closed;

- - trading on the New York Stock Exchange is restricted by the SEC;

- - the SEC permits and orders postponement; or

- - 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:

- - the Face Amount; or

- - 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>      <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 SETTLEMENT 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   15
- --------------------------------------------------------------------------------
minimum of 120, 180 or 240 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 the surrender to be effective, whichever is
later. For a discussion of the tax consequences of surrendering your policy, see
"Federal Tax Considerations".
<PAGE>
16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 obtaining 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%.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   17
- --------------------------------------------------------------------------------

POLICY LOAN RATES -- The loan interest rate that we will charge on all loans is
6% per annum.

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:

- - the Cash Value at the time of termination; plus

- - Net Premiums derived from premiums paid at the time of reinstatement; minus

- - the Monthly Deduction Amounts that were due and unpaid during the Policy Grace
  Period; plus

- - 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 "Policy Benefits and Right - 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 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
<PAGE>
18                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
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 policy 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 $675,000 (2000) from the
estate and gift tax. The Taxpayer Relief Act of 1997 gradually raises the credit
over the next six 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,

- - 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   19
- --------------------------------------------------------------------------------
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
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.
<PAGE>
20                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 modified
single 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.
<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, 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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION
SEPARATE ACCOUNT FIVE

This Statement of Additional Information is not a prospectus. To obtain a
prospectus, write to us at P.O. Box 2999, Hartford, CT 06104-2999, or call us at
1-800-231-5453.

DATE OF PROSPECTUS: MAY 1, 2000
DATE OF STATEMENT OF ADDITIONAL INFORMATION: MAY 1, 2000
<PAGE>
2                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
GENERAL INFORMATION AND HISTORY                                  3
- ----------------------------------------------------------------------
SERVICES                                                         5
- ----------------------------------------------------------------------
EXPERTS                                                          5
- ----------------------------------------------------------------------
DISTRIBUTION OF THE POLICIES                                     5
- ----------------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT CHARGES                             6
- ----------------------------------------------------------------------
ILLUSTRATION OF DEATH BENEFITS                                   7
- ----------------------------------------------------------------------
FINANCIAL STATEMENTS                                            SA-1
- ----------------------------------------------------------------------
</TABLE>

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION                                            3
- --------------------------------------------------------------------------------

GENERAL INFORMATION AND HISTORY

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                           OTHER BUSINESS PROFESSION,
                                 HARTFORD;                          VOCATION OR EMPLOYMENT FOR PAST
NAME                          YEAR OF ELECTION                      FIVE YEARS; OTHER DIRECTORSHIPS
<S>                    <C>                             <C>
- -----------------------------------------------------------------------------------------------------------------

David A. Carlson       Vice President, 1999            Assistant Vice President and Director of Taxes
                                                       (1998-1999), Hartford; CIGNA Corporation (1975-1998)

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);
                                                       Hartford Life Insurance Company.

Timothy M. Fitch       Vice President, 1995            Vice President (1995-Present); Actuary (1994-Present);
                       Actuary, 1997                   Assistant Vice President (1992-1995), Hartford Life and
                                                       Accident Insurance Company; Vice President (1995-Present);
                                                       Actuary (1994-Present); Assistant Vice President
                                                       (1992-1995), Hartford Life Insurance Company.

Mary Jane B. Fortin    Vice President & Chief          Vice President & Chief Accounting Office (1998-Present),
                       Accounting 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, Chief    Senior Vice President (1998-present), Vice President
                       Financial Officer &             (1998), Assistant Vice President (1995-1998), Hartford;
                       Treasurer, 1998                 Senior Vice President (1998-Present), Hartford Life and
                       Director, 1999*                 Accident Insurance Company; Director, Strategic Planning
                                                       Corporate Finance (1995-1996), IA Product Development
                                                       (1994-1995), Hartford; Various Actuarial Roles (1989-1993)
                                                       Milliman & Robertson
</TABLE>

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

<TABLE>
<CAPTION>
                               POSITION WITH                           OTHER BUSINESS PROFESSION,
                                 HARTFORD;                          VOCATION OR EMPLOYMENT FOR PAST
NAME                          YEAR OF ELECTION                      FIVE YEARS; OTHER DIRECTORSHIPS
<S>                    <C>                             <C>
- -----------------------------------------------------------------------------------------------------------------

Lynda Godkin           Senior Vice President, 1997     Assistant General Counsel and Secretary (1994-1995),
                       General Counsel, 1996           Hartford; Director (1997-Present); Senior Vice President
                       Corporate Secretary, 1996       (1997-Present); General Counsel (1996-Present); Corporate
                       Director, 1997*                 Secretary (1995-Present); Associate General Counsel
                                                       (1995-1996); Assistant General Counsel and Secretary
                                                       (1994-1995); Counsel (1990-1994), Hartford Life and
                                                       Accident Insurance Company; Senior Vice President
                                                       (1997-Present); 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
                       Vice President, 1994            President (1998-Present); Vice President (1993-1997);
                                                       Assistant Vice President (1987-1993), Hartford Life and
                                                       Accident Insurance Company; Senior Vice President
                                                       (1998-Present); Vice President (1994-1997); Assistant Vice
                                                       President (1987-1994), Hartford Life Insurance Company.

Stephen T. Joyce       Senior Vice President, 1999     Vice President (1997-1999), Assistant Vice President
                                                       (1995-1997), Hartford; Assistant Vice President
                                                       (1994-1997), Hartford Life and Accident Insurance Company;
                                                       Vice President (1997-Present); Vice President (1997-1999)
                                                       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.

Robert A. Kerzner      Senior Vice President, 1998     Director of Individual Life (1998-Present); Vice President
                                                       (1994-1998), Hartford; Senior Vice President
                                                       (1998-Present); Vice President (1994-1997); Regional Vice
                                                       President (1991-1994), Hartford Life Insurance Company.

Thomas M. Marra        President, 2000                 Executive Vice President (1996-2000), Senior Vice
                       Director, 1994*                 President (1993-1996); Hartford; Director (1994-Present);
                                                       Executive Vice President (1995-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); Senior Vice President (1994-1995); Vice
                                                       President (1989-1994); Actuary (1987-1995), Hartford Life
                                                       Insurance Company; Chief Operating Officer (2000-present),
                                                       Executive Vice President, Individual Life and Annuities
                                                       (1997-2000), Hartford Life, Inc.

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.
</TABLE>

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION                                            5
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                               POSITION WITH                           OTHER BUSINESS PROFESSION,
                                 HARTFORD;                          VOCATION OR EMPLOYMENT FOR PAST
NAME                          YEAR OF ELECTION                      FIVE YEARS; OTHER DIRECTORSHIPS
<S>                    <C>                             <C>
- -----------------------------------------------------------------------------------------------------------------

Lowndes A. Smith       Chief Executive Officer, 1997   President (1989-2000), Chief Operating Officer
                       Director, 1985*                 (1989-1997), Hartford; Director (1981-Present); President
                                                       (1989-Present); Chief Executive Officer (1997-Present);
                                                       Chief Operating Officer (1989-1997), Hartford Life and
                                                       Accident Insurance Company; Director (1985-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 &         Vice President (1997) Senior Vice President (1997)
                       Chief Investment                Director, Risk Management Strategy (1996) Director (1998),
                       Officer, 1997                   Hartford; Director (1998-Present); Senior Vice President
                       Director, 1998                  (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.

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

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 Deanne Osgood, FSA, MAAA, Vice
President & Director of Individual Annuity Product Management for Hartford, and
are included in reliance upon her 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
<PAGE>
6                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
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>
- -----------------------------------------------------------------
 David A. Carlson            Vice President
- -----------------------------------------------------------------
 Peter W. Cummins            Senior Vice President
- -----------------------------------------------------------------
 David T. Foy                Director
- -----------------------------------------------------------------
 Lynda Godkin                Senior Vice President, General
                             Counsel and Corporate Secretary
- -----------------------------------------------------------------
 George R. Jay               Controller
- -----------------------------------------------------------------
 Robert A. Kerzner           Executive Vice President
- -----------------------------------------------------------------
 Thomas M. Marra             Executive Vice President, Director
- -----------------------------------------------------------------
 Paul E. Olson               Supervising Registered Principal
- -----------------------------------------------------------------
 Lowndes A. Smith            President and Chief Executive
                             Officer, Director
- -----------------------------------------------------------------
</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-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, the guaranteed maximum cost
of insurance rate is 100% of the 1980 Commissioner's Standard Ordinary
Unismoker, Sex Distinct Age Last Birthday Mortality Table (1980 CSO Table).
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>
STATEMENT OF ADDITIONAL INFORMATION                                            7
- --------------------------------------------------------------------------------

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 $40,161,
$33,334 and $19,380, respectively, are illustrated for the single life preferred
Policy. The illustrations for the last survivor preferred Policy assume male and
female of equal ages, including age 55 and 65 for Face Amounts of $44,053 and
$27,778.

The death benefit and surrender value for a Policy would be different from those
shown if the rates of return averaged 0%, 6% and 12% over a period of years, but
also fluctuated above or below those averages for individual Policy Years. They
would also differ if any Policy loan were made during the period of time
illustrated.

The tables reflect the deductions of current Policy charges and guaranteed
Policy charges for a single gross interest rate. The death benefits and
surrender values would change if the current cost of insurance charges change.

The amounts shown for the death benefit and surrender value as of the end of
each Policy Year take into account an average daily charge equal to an annual
charge of 0.73% 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 0.73% described above) of -0.73%,
5.27% and 11.27%, 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>
8                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

  ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.27% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500        10,852      9,858     40,161     10,774      9,782     40,161
          2                 11,025        11,779     10,794     40,161     11,615     10,633     40,161
          3                 11,576        12,789     11,815     40,161     12,528     11,559     40,161
          4                 12,155        13,887     13,079     40,161     13,522     12,719     40,161
          5                 12,763        15,083     14,295     40,161     14,603     13,821     40,161
          6                 13,401        16,385     15,821     40,161     15,781     15,224     40,161
          7                 14,071        17,802     17,268     40,161     17,066     16,538     40,161
          8                 14,775        19,344     19,047     40,161     18,467     18,174     40,161
          9                 15,513        21,022     20,770     40,161     19,996     19,746     40,161
         10                 16,289        22,849     22,849     40,161     21,670     21,670     40,161
         11                 17,103        24,963     24,963     40,161     23,599     23,599     40,161
         12                 17,959        27,275     27,275     40,161     25,728     25,728     40,161
         13                 18,856        29,804     29,804     42,322     28,083     28,083     40,161
         14                 19,799        32,574     32,574     44,953     30,686     30,686     42,347
         15                 20,789        35,610     35,610     47,718     33,544     33,544     44,949
         16                 21,829        38,940     38,940     50,623     36,679     36,679     47,683
         17                 22,920        42,580     42,580     54,503     40,106     40,106     51,336
         18                 24,066        46,560     46,560     58,666     43,852     43,852     55,254
         19                 25,270        50,910     50,910     63,129     47,947     47,947     59,455
         20                 26,533        55,701     55,701     67,956     52,427     52,427     63,961

         25                 33,864        87,275     87,275    101,240     82,046     82,046     95,174
         35                 55,160       214,451    214,451    227,318    201,313    201,313    213,392
- --------------------------------------------------------------------------------------------------------
</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>
STATEMENT OF ADDITIONAL INFORMATION                                            9
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00% (5.27% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500        10,267      9,286     40,161     10,189      9,209     40,161
          2                 11,025        10,541      9,581     40,161     10,373      9,415     40,161
          3                 11,576        10,824      9,885     40,161     10,553      9,618     40,161
          4                 12,155        11,116     10,349     40,161     10,727      9,966     40,161
          5                 12,763        11,416     10,673     40,161     10,893     10,157     40,161
          6                 13,401        11,725     11,207     40,161     11,051     10,540     40,161
          7                 14,071        12,043     11,552     40,161     11,197     10,713     40,161
          8                 14,775        12,370     12,108     40,161     11,328     11,072     40,161
          9                 15,513        12,708     12,476     40,161     11,442     11,214     40,161
         10                 16,289        13,055     13,055     40,161     11,535     11,535     40,161
         11                 17,103        13,480     13,480     40,161     11,653     11,653     40,161
         12                 17,959        13,920     13,920     40,161     11,747     11,747     40,161
         13                 18,856        14,375     14,375     40,161     11,814     11,814     40,161
         14                 19,799        14,847     14,847     40,161     11,852     11,852     40,161
         15                 20,789        15,334     15,334     40,161     11,856     11,856     40,161
         16                 21,829        15,839     15,839     40,161     11,820     11,820     40,161
         17                 22,920        16,361     16,361     40,161     11,736     11,736     40,161
         18                 24,066        16,902     16,902     40,161     11,595     11,595     40,161
         19                 25,270        17,461     17,461     40,161     11,388     11,388     40,161
         20                 26,533        18,041     18,041     40,161     11,102     11,102     40,161

         25                 33,864        21,254     21,254     40,161      8,024      8,024     40,161
         35                 55,160        29,599     29,599     40,161          0          0     40,161
- --------------------------------------------------------------------------------------------------------
</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>
10                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00% (-0.73% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500        9,682      8,714      40,161     9,603      8,637      40,161
          2                 11,025        9,372      8,435      40,161     9,201      8,267      40,161
          3                 11,576        9,072      8,163      40,161     8,793      7,890      40,161
          4                 12,155        8,781      8,049      40,161     8,379      7,653      40,161
          5                 12,763        8,497      7,791      40,161     7,956      7,257      40,161
          6                 13,401        8,223      7,740      40,161     7,523      7,048      40,161
          7                 14,071        7,956      7,496      40,161     7,076      6,623      40,161
          8                 14,775        7,696      7,458      40,161     6,612      6,379      40,161
          9                 15,513        7,445      7,226      40,161     6,128      5,913      40,161
         10                 16,289        7,200      7,200      40,161     5,621      5,621      40,161
         11                 17,103        6,998      6,998      40,161     5,109      5,109      40,161
         12                 17,959        6,800      6,800      40,161     4,566      4,566      40,161
         13                 18,856        6,607      6,607      40,161     3,987      3,987      40,161
         14                 19,799        6,419      6,419      40,161     3,371      3,371      40,161
         15                 20,789        6,235      6,235      40,161     2,712      2,712      40,161
         16                 21,829        6,056      6,056      40,161     2,003      2,003      40,161
         17                 22,920        5,881      5,881      40,161     1,235      1,235      40,161
         18                 24,066        5,710      5,710      40,161       399        399      40,161
         19                 25,270        5,544      5,544      40,161         0          0      40,161
         20                 26,533        5,381      5,381      40,161         0          0      40,161

         25                 33,864        4,625      4,625      40,161         0          0      40,161
         35                 55,160        3,362      3,362      40,161         0          0      40,161
- --------------------------------------------------------------------------------------------------------
</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>
STATEMENT OF ADDITIONAL INFORMATION                                           11
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

  ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.27% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500        10,852      9,858     33,334     10,745      9,754     33,334
          2                 11,025        11,779     10,794     33,334     11,557     10,576     33,334
          3                 11,576        12,789     11,815     33,334     12,443     11,475     33,334
          4                 12,155        13,887     13,079     33,334     13,411     12,610     33,334
          5                 12,763        15,083     14,295     33,334     14,472     13,691     33,334
          6                 13,401        16,385     15,821     33,334     15,633     15,076     33,334
          7                 14,071        17,802     17,268     33,334     16,904     16,377     33,334
          8                 14,775        19,344     19,047     33,334     18,295     18,003     33,334
          9                 15,513        21,022     20,770     33,334     19,819     19,570     33,334
         10                 16,289        22,849     22,849     33,334     21,493     21,493     33,334
         11                 17,103        24,963     24,963     33,334     23,432     23,432     33,334
         12                 17,959        27,296     27,296     33,334     25,583     25,583     33,334
         13                 18,856        29,889     29,889     35,270     27,980     27,980     33,334
         14                 19,799        32,735     32,735     38,300     30,639     30,639     35,848
         15                 20,789        35,852     35,852     41,589     33,555     33,555     38,924
         16                 21,829        39,266     39,266     45,157     36,748     36,748     42,261
         17                 22,920        43,016     43,016     48,608     40,255     40,255     45,489
         18                 24,066        47,135     47,135     52,320     44,108     44,108     48,960
         19                 25,270        51,665     51,665     56,315     48,345     48,345     52,696
         20                 26,533        56,646     56,646     61,744     52,973     52,973     57,741

         25                 33,864        89,667     89,667     95,048     83,853     83,853     88,885
         35                 55,160       221,245    221,245    232,308    204,784    204,784    215,024
- --------------------------------------------------------------------------------------------------------
</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>
12                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00% (5.27% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500        10,267      9,286     33,334     10,160      9,181     33,334
          2                 11,025        10,541      9,581     33,334     10,315      9,359     33,334
          3                 11,576        10,824      9,885     33,334     10,467      9,534     33,334
          4                 12,155        11,116     10,349     33,334     10,615      9,856     33,334
          5                 12,763        11,416     10,673     33,334     10,759     10,024     33,334
          6                 13,401        11,725     11,207     33,334     10,895     10,386     33,334
          7                 14,071        12,043     11,552     33,334     11,020     10,538     33,334
          8                 14,775        12,370     12,108     33,334     11,130     10,875     33,334
          9                 15,513        12,708     12,476     33,334     11,219     10,991     33,334
         10                 16,289        13,055     13,055     33,334     11,284     11,284     33,334
         11                 17,103        13,480     13,480     33,334     11,367     11,367     33,334
         12                 17,959        13,920     13,920     33,334     11,422     11,422     33,334
         13                 18,856        14,375     14,375     33,334     11,449     11,449     33,334
         14                 19,799        14,847     14,847     33,334     11,444     11,444     33,334
         15                 20,789        15,334     15,334     33,334     11,402     11,402     33,334
         16                 21,829        15,839     15,839     33,334     11,314     11,314     33,334
         17                 22,920        16,361     16,361     33,334     11,165     11,165     33,334
         18                 24,066        16,902     16,902     33,334     10,939     10,939     33,334
         19                 25,270        17,461     17,461     33,334     10,615     10,615     33,334
         20                 26,533        18,041     18,041     33,334     10,169     10,169     33,334

         25                 33,864        21,254     21,254     33,334      5,123      5,123     33,334
         35                 55,160        29,599     29,599     33,334          0          0     33,334
- --------------------------------------------------------------------------------------------------------
</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>
STATEMENT OF ADDITIONAL INFORMATION                                           13
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00% (-0.73% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500        9,682      8,714      33,334     9,574      8,609      33,334
          2                 11,025        9,372      8,435      33,334     9,144      8,211      33,334
          3                 11,576        9,072      8,163      33,334     8,709      7,806      33,334
          4                 12,155        8,781      8,049      33,334     8,269      7,545      33,334
          5                 12,763        8,497      7,791      33,334     7,823      7,125      33,334
          6                 13,401        8,223      7,740      33,334     7,368      6,894      33,334
          7                 14,071        7,956      7,496      33,334     6,899      6,447      33,334
          8                 14,775        7,696      7,458      33,334     6,411      6,179      33,334
          9                 15,513        7,445      7,226      33,334     5,897      5,682      33,334
         10                 16,289        7,200      7,200      33,334     5,353      5,353      33,334
         11                 17,103        6,998      6,998      33,334     4,796      4,796      33,334
         12                 17,959        6,800      6,800      33,334     4,200      4,200      33,334
         13                 18,856        6,607      6,607      33,334     3,563      3,563      33,334
         14                 19,799        6,419      6,419      33,334     2,883      2,883      33,334
         15                 20,789        6,235      6,235      33,334     2,152      2,152      33,334
         16                 21,829        6,056      6,056      33,334     1,358      1,358      33,334
         17                 22,920        5,881      5,881      33,334       484        484      33,334
         18                 24,066        5,710      5,710      33,334         0          0      33,334
         19                 25,270        5,544      5,544      33,334         0          0      33,334
         20                 26,533        5,381      5,381      33,334         0          0      33,334

         25                 33,864        4,625      4,625      33,334         0          0      33,334
         35                 55,160        3,362      3,362      33,334         0          0      33,334
- --------------------------------------------------------------------------------------------------------
</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>
14                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

  ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.27% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500        10,852      9,858     19,380     10,668      9,678     19,380
          2                 11,025        11,779     10,794     19,380     11,397     10,419     19,380
          3                 11,576        12,789     11,815     19,380     12,198     11,234     19,380
          4                 12,155        13,887     13,079     19,380     13,082     12,286     19,380
          5                 12,763        15,083     14,295     19,380     14,066     13,290     19,380
          6                 13,401        16,385     15,821     19,380     15,166     14,614     19,380
          7                 14,071        17,807     17,273     20,122     16,407     15,884     19,380
          8                 14,775        19,368     19,071     21,499     17,816     17,526     19,776
          9                 15,513        21,081     20,828     22,979     19,388     19,140     21,134
         10                 16,289        22,936     22,936     25,001     21,092     21,092     22,991
         11                 17,103        25,061     25,061     27,066     23,043     23,043     24,887
         12                 17,959        27,391     27,391     29,309     25,183     25,183     26,947
         13                 18,856        29,931     29,931     32,027     27,512     27,512     29,439
         14                 19,799        32,718     32,718     34,682     30,071     30,071     31,876
         15                 20,789        35,759     35,759     37,905     32,857     32,857     34,829
         16                 21,829        39,098     39,098     41,054     35,923     35,923     37,720
         17                 22,920        42,738     42,738     44,875     39,260     39,260     41,224
         18                 24,066        46,720     46,720     49,056     42,889     42,889     45,034
         19                 25,270        51,075     51,075     53,629     46,828     46,828     49,170
         20                 26,533        55,873     55,873     58,667     51,102     51,102     53,657

         25                 33,864        87,528     87,528     91,905     78,544     78,544     82,471
         35                 55,160       214,826    214,826    216,974    187,027    187,027    188,898
- --------------------------------------------------------------------------------------------------------
</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>
STATEMENT OF ADDITIONAL INFORMATION                                           15
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00% (5.27% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500        10,267      9,286     19,380     10,080     9,103      19,380
          2                 11,025        10,541      9,581     19,380     10,140     9,187      19,380
          3                 11,576        10,824      9,885     19,380     10,179     9,251      19,380
          4                 12,155        11,116     10,349     19,380     10,194     9,441      19,380
          5                 12,763        11,416     10,673     19,380     10,179     9,452      19,380
          6                 13,401        11,725     11,207     19,380     10,130     9,628      19,380
          7                 14,071        12,043     11,552     19,380     10,037     9,561      19,380
          8                 14,775        12,370     12,108     19,380      9,890     9,641      19,380
          9                 15,513        12,708     12,476     19,380      9,677     9,453      19,380
         10                 16,289        13,055     13,055     19,380      9,385     9,385      19,380
         11                 17,103        13,480     13,480     19,380      9,036     9,036      19,380
         12                 17,959        13,920     13,920     19,380      8,576     8,576      19,380
         13                 18,856        14,375     14,375     19,380      7,983     7,983      19,380
         14                 19,799        14,847     14,847     19,380      7,227     7,227      19,380
         15                 20,789        15,334     15,334     19,380      6,269     6,269      19,380
         16                 21,829        15,839     15,839     19,380      5,054     5,054      19,380
         17                 22,920        16,361     16,361     19,380      3,505     3,505      19,380
         18                 24,066        16,902     16,902     19,380      1,517     1,517      19,380
         19                 25,270        17,461     17,461     19,380          0         0      19,380
         20                 26,533        18,041     18,041     19,380          0         0      19,380

         25                 33,864        21,254     21,254     22,317          0         0      19,380
         35                 55,160        29,602     29,602     29,898          0         0      19,380
- --------------------------------------------------------------------------------------------------------
</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>
16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00% (-0.73% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500        9,682      8,714      19,380     9,491      8,528      19,380
          2                 11,025        9,372      8,435      19,380     8,955      8,026      19,380
          3                 11,576        9,072      8,163      19,380     8,387      7,491      19,380
          4                 12,155        8,781      8,049      19,380     7,782      7,065      19,380
          5                 12,763        8,497      7,791      19,380     7,132      6,442      19,380
          6                 13,401        8,223      7,740      19,380     6,426      5,962      19,380
          7                 14,071        7,956      7,496      19,380     5,653      5,211      19,380
          8                 14,775        7,696      7,458      19,380     4,796      4,572      19,380
          9                 15,513        7,445      7,226      19,380     3,836      3,626      19,380
         10                 16,289        7,200      7,200      19,380     2,749      2,749      19,380
         11                 17,103        6,998      6,998      19,380     1,522      1,522      19,380
         12                 17,959        6,800      6,800      19,380       113        113      19,380
         13                 18,856        6,607      6,607      19,380         0          0      19,380
         14                 19,799        6,419      6,419      19,380         0          0      19,380
         15                 20,789        6,235      6,235      19,380         0          0      19,380
         16                 21,829        6,056      6,056      19,380         0          0      19,380
         17                 22,920        5,881      5,881      19,380         0          0      19,380
         18                 24,066        5,710      5,710      19,380         0          0      19,380
         19                 25,270        5,544      5,544      19,380         0          0      19,380
         20                 26,533        5,381      5,381      19,380         0          0      19,380

         25                 33,864        4,625      4,625      19,380         0          0      19,380
         35                 55,160        3,362      3,362      19,380         0          0      19,380
- --------------------------------------------------------------------------------------------------------
</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>
STATEMENT OF ADDITIONAL INFORMATION                                           17
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

  ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.27% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500        10,920      9,924     44,053     10,920      9,924     44,053
          2                 11,025        11,922     10,933     44,053     11,922     10,933     44,053
          3                 11,576        13,012     12,034     44,053     13,012     12,034     44,053
          4                 12,155        14,199     13,386     44,053     14,199     13,386     44,053
          5                 12,763        15,492     14,698     44,053     15,492     14,698     44,053
          6                 13,401        16,898     16,329     44,053     16,898     16,329     44,053
          7                 14,071        18,430     17,892     44,053     18,430     17,892     44,053
          8                 14,775        20,099     19,798     44,053     20,097     19,797     44,053
          9                 15,513        21,921     21,666     44,053     21,912     21,657     44,053
         10                 16,289        23,911     23,911     44,053     23,889     23,889     44,053
         11                 17,103        26,216     26,216     44,053     26,150     26,150     44,053
         12                 17,959        28,746     28,746     44,053     28,630     28,630     44,053
         13                 18,856        31,524     31,524     44,053     31,355     31,355     44,053
         14                 19,799        34,573     34,573     44,053     34,357     34,357     44,053
         15                 20,789        37,922     37,922     44,053     37,673     37,673     44,053
         16                 21,829        41,606     41,606     47,848     41,332     41,332     47,532
         17                 22,920        45,650     45,650     51,585     45,348     45,348     51,244
         18                 24,066        50,088     50,088     55,598     49,757     49,757     55,231
         19                 25,270        54,997     54,997     59,947     54,600     54,600     59,514
         20                 26,533        60,374     60,374     65,808     59,929     59,929     65,323

         25                 33,864        96,251     96,251    102,027     95,241     95,241    100,956
         35                 55,160       244,638    244,638    256,871    233,186    233,186    244,846
- --------------------------------------------------------------------------------------------------------
</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>
18                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00% (5.27% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500        10,331      9,349     44,053     10,331      9,349     44,053
          2                 11,025        10,668      9,705     44,053     10,668      9,705     44,053
          3                 11,576        11,010     10,067     44,053     11,010     10,067     44,053
          4                 12,155        11,356     10,586     44,053     11,356     10,586     44,053
          5                 12,763        11,705     10,958     44,053     11,705     10,958     44,053
          6                 13,401        12,064     11,544     44,053     12,055     11,535     44,053
          7                 14,071        12,436     11,943     44,053     12,405     11,912     44,053
          8                 14,775        12,820     12,556     44,053     12,751     12,487     44,053
          9                 15,513        13,217     12,984     44,053     13,090     12,858     44,053
         10                 16,289        13,628     13,628     44,053     13,419     13,419     44,053
         11                 17,103        14,122     14,122     44,053     13,787     13,787     44,053
         12                 17,959        14,636     14,636     44,053     14,140     14,140     44,053
         13                 18,856        15,169     15,169     44,053     14,473     14,473     44,053
         14                 19,799        15,723     15,723     44,053     14,780     14,780     44,053
         15                 20,789        16,299     16,299     44,053     15,056     15,056     44,053
         16                 21,829        16,896     16,896     44,053     15,290     15,290     44,053
         17                 22,920        17,517     17,517     44,053     15,471     15,471     44,053
         18                 24,066        18,161     18,161     44,053     15,581     15,581     44,053
         19                 25,270        18,831     18,831     44,053     15,601     15,601     44,053
         20                 26,533        19,526     19,526     44,053     15,509     15,509     44,053

         25                 33,864        23,426     23,426     44,053     12,293     12,293     44,053
         35                 55,160        33,832     33,832     44,053          0          0     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>
STATEMENT OF ADDITIONAL INFORMATION                                           19
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00% (-0.73% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500         9,742      8,773     44,053      9,742     8,773      44,053
          2                 11,025         9,484      8,544     44,053      9,484     8,544      44,053
          3                 11,576         9,224      8,312     44,053      9,224     8,312      44,053
          4                 12,155         8,961      8,226     44,053      8,961     8,226      44,053
          5                 12,763         8,703      7,994     44,053      8,693     7,984      44,053
          6                 13,401         8,452      7,967     44,053      8,419     7,934      44,053
          7                 14,071         8,207      7,745     44,053      8,135     7,674      44,053
          8                 14,775         7,968      7,728     44,053      7,838     7,599      44,053
          9                 15,513         7,736      7,516     44,053      7,524     7,306      44,053
         10                 16,289         7,509      7,509     44,053      7,189     7,189      44,053
         11                 17,103         7,325      7,325     44,053      6,854     6,854      44,053
         12                 17,959         7,144      7,144     44,053      6,484     6,484      44,053
         13                 18,856         6,968      6,968     44,053      6,075     6,075      44,053
         14                 19,799         6,794      6,794     44,053      5,618     5,618      44,053
         15                 20,789         6,625      6,625     44,053      5,106     5,106      44,053
         16                 21,829         6,459      6,459     44,053      4,525     4,525      44,053
         17                 22,920         6,296      6,296     44,053      3,860     3,860      44,053
         18                 24,066         6,137      6,137     44,053      3,088     3,088      44,053
         19                 25,270         5,981      5,981     44,053      2,181     2,181      44,053
         20                 26,533         5,828      5,828     44,053      1,110     1,110      44,053

         25                 33,864         5,111      5,111     44,053          0         0      44,053
         35                 55,160         3,881      3,881     44,053          0         0      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>
20                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

  ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.27% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500        10,915      9,920     27,778     10,915      9,920     27,778
          2                 11,025        11,903     10,915     27,778     11,903     10,915     27,778
          3                 11,576        12,969     11,992     27,778     12,968     11,991     27,778
          4                 12,155        14,133     13,321     27,778     14,117     13,306     27,778
          5                 12,763        15,404     14,612     27,778     15,361     14,569     27,778
          6                 13,401        16,793     16,225     27,778     16,708     16,141     27,778
          7                 14,071        18,310     17,773     27,778     18,170     17,634     27,778
          8                 14,775        19,967     19,667     27,778     19,762     19,463     27,778
          9                 15,513        21,777     21,523     27,778     21,502     21,248     27,778
         10                 16,289        23,754     23,754     27,778     23,415     23,415     27,778
         11                 17,103        26,044     26,044     28,128     25,638     25,638     27,778
         12                 17,959        28,557     28,557     30,557     28,110     28,110     30,079
         13                 18,856        31,316     31,316     33,509     30,813     30,813     32,971
         14                 19,799        34,345     34,345     36,406     33,778     33,778     35,805
         15                 20,789        37,670     37,670     39,931     37,015     37,015     39,236
         16                 21,829        41,320     41,320     43,387     40,569     40,569     42,597
         17                 22,920        45,327     45,327     47,594     44,446     44,446     46,669
         18                 24,066        49,726     49,726     52,212     48,671     48,671     51,105
         19                 25,270        54,554     54,554     57,283     53,269     53,269     55,933
         20                 26,533        59,888     59,888     62,883     58,299     58,299     61,214

         25                 33,864        95,478     95,478    100,252     90,487     90,487     95,011
         35                 55,160       242,671    242,671    245,099    216,456    216,456    218,621
- --------------------------------------------------------------------------------------------------------
</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>
STATEMENT OF ADDITIONAL INFORMATION                                           21
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00% (5.27% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500        10,327      9,344     27,778     10,327      9,344     27,778
          2                 11,025        10,649      9,686     27,778     10,649      9,686     27,778
          3                 11,576        10,973     10,031     27,778     10,964     10,022     27,778
          4                 12,155        11,308     10,539     27,778     11,269     10,500     27,778
          5                 12,763        11,655     10,909     27,778     11,560     10,816     27,778
          6                 13,401        12,013     11,493     27,778     11,835     11,316     27,778
          7                 14,071        12,383     11,890     27,778     12,085     11,595     27,778
          8                 14,775        12,765     12,502     27,778     12,305     12,044     27,778
          9                 15,513        13,161     12,928     27,778     12,485     12,253     27,778
         10                 16,289        13,569     13,569     27,778     12,613     12,613     27,778
         11                 17,103        14,061     14,061     27,778     12,731     12,731     27,778
         12                 17,959        14,573     14,573     27,778     12,777     12,777     27,778
         13                 18,856        15,103     15,103     27,778     12,736     12,736     27,778
         14                 19,799        15,655     15,655     27,778     12,593     12,593     27,778
         15                 20,789        16,228     16,228     27,778     12,323     12,323     27,778
         16                 21,829        16,822     16,822     27,778     11,897     11,897     27,778
         17                 22,920        17,440     17,440     27,778     11,271     11,271     27,778
         18                 24,066        18,082     18,082     27,778     10,386     10,386     27,778
         19                 25,270        18,748     18,748     27,778      9,166      9,166     27,778
         20                 26,533        19,440     19,440     27,778      7,508      7,508     27,778

         25                 33,864        23,322     23,322     27,778          0          0     27,778
         35                 55,160        33,680     33,680     34,017          0          0     27,778
- --------------------------------------------------------------------------------------------------------
</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>
22                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00% (-0.73% NET)

<TABLE>
<CAPTION>
                           PREMIUM              CURRENT CHARGES*               GUARANTEED CHARGES**
       END OF            ACCUMULATED     ---------------------------------------------------------------
       POLICY           AT 5% INTEREST   ACCOUNT      CASH      DEATH     ACCOUNT      CASH      DEATH
        YEAR               PER YEAR       VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
<S>                     <C>              <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------
          1                 10,500        9,738      8,769      27,778     9,738      8,769      27,778
          2                 11,025        9,464      8,525      27,778     9,464      8,525      27,778
          3                 11,576        9,194      8,283      27,778     9,177      8,266      27,778
          4                 12,155        8,930      8,196      27,778     8,870      8,137      27,778
          5                 12,763        8,673      7,964      27,778     8,541      7,834      27,778
          6                 13,401        8,422      7,938      27,778     8,183      7,701      27,778
          7                 14,071        8,178      7,717      27,778     7,787      7,329      27,778
          8                 14,775        7,940      7,701      27,778     7,343      7,107      27,778
          9                 15,513        7,708      7,489      27,778     6,838      6,621      27,778
         10                 16,289        7,482      7,482      27,778     6,255      6,255      27,778
         11                 17,103        7,299      7,299      27,778     5,600      5,600      27,778
         12                 17,959        7,119      7,119      27,778     4,826      4,826      27,778
         13                 18,856        6,943      6,943      27,778     3,911      3,911      27,778
         14                 19,799        6,770      6,770      27,778     2,824      2,824      27,778
         15                 20,789        6,601      6,601      27,778     1,530      1,530      27,778
         16                 21,829        6,436      6,436      27,778         0          0      27,778
         17                 22,920        6,273      6,273      27,778         0          0      27,778
         18                 24,066        6,115      6,115      27,778         0          0      27,778
         19                 25,270        5,959      5,959      27,778         0          0      27,778
         20                 26,533        5,807      5,807      27,778         0          0      27,778

         25                 33,864        5,091      5,091      27,778         0          0      27,778
         35                 55,160        3,865      3,865      27,778         0          0      27,778
- --------------------------------------------------------------------------------------------------------
</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>
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, 1999, 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,
1999, 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 17, 2000                                            ARTHUR ANDERSEN LLP

                                      SA-1
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Statements of Assets & Liabilities
- --------------------------------------------------------------------------------

<TABLE>
 December 31, 1999                  Bond Fund     Stock Fund    Money Market    Advisers      Capital     Mortgage    Index Fund
                                    Sub-Account   Sub-Account   Fund            Fund          Appreciation Securities Sub-Account
                                                                Sub-Account     Sub-Account   Fund        Fund
                                                                                              Sub-Account Sub-Account
 -----------------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>           <C>           <C>             <C>           <C>         <C>         <C>
 ASSETS:
 Investments
 -----------------------------------------------------------------------------------------------------------------------------------
 HARTFORD BOND HLS FUND, INC. -
 CLASS IA
  Shares 7,719,146
  Cost $8,086,111
  ..................................................................................................................................
    Market Value                     $7,671,769   $        --    $        --    $        --   $       --  $      --    $        --
 -----------------------------------------------------------------------------------------------------------------------------------
 HARTFORD STOCK HLS FUND, INC. -
 CLASS IA
  Shares 10,582,563
  Cost $51,760,070
  ..................................................................................................................................
    Market Value                             --    75,637,682             --             --           --         --             --
 -----------------------------------------------------------------------------------------------------------------------------------
 HARTFORD MONEY MARKET HLS
 FUND, INC. - CLASS IA
  Shares 21,162,511
  Cost $21,162,511
  ..................................................................................................................................
    Market Value                             --            --     21,162,511             --           --         --             --
 -----------------------------------------------------------------------------------------------------------------------------------
 HARTFORD ADVISERS HLS FUND, INC.
 -CLASS IA
  Shares 27,392,045
  Cost $65,975,867
  ..................................................................................................................................
    Market Value                             --            --             --     81,211,223           --         --             --
 -----------------------------------------------------------------------------------------------------------------------------------
 HARTFORD CAPITAL APPRECIATION HLS
 FUND, INC. - CLASS IA
  Shares 11,637,066
  Cost $45,242,186
  ..................................................................................................................................
    Market Value                             --            --             --             --   70,932,432         --             --
 -----------------------------------------------------------------------------------------------------------------------------------
 HARTFORD MORTGAGE SECURITIES HLS
 FUND, INC. - CLASS IA
  Shares 1,868,313
  Cost $2,011,720
  ..................................................................................................................................
    Market Value                             --            --             --             --           --  1,942,099             --
 -----------------------------------------------------------------------------------------------------------------------------------
 HARTFORD INDEX HLS FUND, INC. -
 CLASS IA
  Shares 5,084,840
  Cost $13,243,433
  ..................................................................................................................................
    Market Value                             --            --             --             --           --         --     21,299,277
 -----------------------------------------------------------------------------------------------------------------------------------
 Due from Hartford Life and
  Annuity Insurance Company                  --            --         79,850          3,257           --         --             --
  ..................................................................................................................................
 Receivable from fund shares sold            --         4,373             --             --        2,296         --             --
  ..................................................................................................................................
 Total Assets                         7,671,769    75,642,055     21,242,361     81,214,480   70,934,728  1,942,099     21,299,277
  ..................................................................................................................................
 LIABILITIES:
 Due to Hartford Life and Annuity
  Insurance Company                          --         4,093             --             --        3,806         --            197
  ..................................................................................................................................
 Payable for fund shares purchased           --            --         78,989          3,116           --         --             --
  ..................................................................................................................................
 TOTAL LIABILITIES                           --         4,093         78,989          3,116        3,806         --            197
 -----------------------------------------------------------------------------------------------------------------------------------
 NET ASSETS (VARIABLE LIFE
 CONTRACT LIABILITIES)               $7,671,769   $75,637,962    $21,163,372    $81,211,364   $70,930,922 $1,942,099   $21,299,080
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                        SA-2
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Statements of Assets & Liabilities (continued)
- --------------------------------------------------------------------------------

<TABLE>
 December 31, 1999                  International  Dividend and  International  Small        MidCap     Growth and  Global
                                    Opportunities  Growth Fund   Advisers Fund  Company      Fund       Income      Leaders
                                    Fund           Sub-Account   Sub-Account    Fund         Sub-Account Fund       Fund
                                    Sub-Account                                 Sub-Account             Sub-Account Sub-Account
 --------------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>            <C>           <C>            <C>          <C>        <C>         <C>
 ASSETS:
 Investments
 --------------------------------------------------------------------------------------------------------------------------------
 HARTFORD INTERNATIONAL
 OPPORTUNITIES HLS FUND, INC. -
 CLASS IA
  Shares 10,810,593
  Cost $14,642,754
  ...............................................................................................................................
    Market Value                     $20,279,970   $        --    $       --    $        --  $       -- $      --    $        --
 --------------------------------------------------------------------------------------------------------------------------------
 HARTFORD DIVIDEND AND GROWTH HLS
 FUND, INC. - CLASS IA
  Shares 16,919,650
  Cost $28,590,115
  ...............................................................................................................................
    Market Value                              --    36,357,418            --             --          --        --             --
 --------------------------------------------------------------------------------------------------------------------------------
 HARTFORD INTERNATIONAL ADVISERS
 HLS FUND, INC. - CLASS IA
  Shares 3,493,615
  Cost $4,009,746
  ...............................................................................................................................
    Market Value                              --            --     4,879,501             --          --        --             --
 --------------------------------------------------------------------------------------------------------------------------------
 HARTFORD SMALL COMPANY HLS
 FUND, INC. - CLASS IA
  Shares 2,695,999
  Cost $3,442,968
  ...............................................................................................................................
    Market Value                              --            --            --      5,898,244          --        --             --
 --------------------------------------------------------------------------------------------------------------------------------
 HARTFORD MIDCAP HLS FUND, INC. -
 CLASS IA
  Shares 1,974,262
  Cost $3,065,877
  ...............................................................................................................................
    Market Value                              --            --            --             --   4,054,145        --             --
 --------------------------------------------------------------------------------------------------------------------------------
 HARTFORD GROWTH AND INCOME HLS
 FUND - CLASS IA
  Shares 758,263
  Cost $973,025
  ...............................................................................................................................
    Market Value                              --            --            --             --          -- 1,085,563             --
 --------------------------------------------------------------------------------------------------------------------------------
 HARTFORD GLOBAL LEADERS HLS FUND
 -CLASS IA
  Shares 775,652
  Cost $1,177,654
  ...............................................................................................................................
    Market Value                              --            --            --             --          --        --      1,483,743
 --------------------------------------------------------------------------------------------------------------------------------
 HARTFORD HIGH YIELD HLS FUND -
 CLASS IA
  Shares 392,104
  Cost $410,645
    Market Value                              --            --            --             --          --        --             --
 --------------------------------------------------------------------------------------------------------------------------------
 Due from Hartford Life and
  Annuity Insurance Company                   --           267            --             --          --        --             --
  ...............................................................................................................................
 Receivable from fund shares sold          2,049            --            --          6,922       9,396        --             --
  ...............................................................................................................................
 Total Assets                         20,282,019    36,357,685     4,879,501      5,905,166   4,063,541 1,085,563      1,483,743
  ...............................................................................................................................
 LIABILITIES:
 Due to Hartford Life and Annuity
  Insurance Company                        2,138            --            94          6,993       9,397        --             --
  ...............................................................................................................................
 TOTAL LIABILITIES                         2,138            --            94          6,993       9,397        --             --
 --------------------------------------------------------------------------------------------------------------------------------
 NET ASSETS (VARIABLE LIFE
 CONTRACT LIABILITIES)               $20,279,881   $36,357,685    $4,879,407    $ 5,898,173  $4,054,144 $1,085,563   $ 1,483,743
 --------------------------------------------------------------------------------------------------------------------------------

 <S>                                <C>
 December 31, 1999                  High Yield
                                    Fund
                                    Sub-Account

 ----------------------------------------------------------
 ASSETS:
 Investments
 ----------------------------------------------------------------------
 HARTFORD INTERNATIONAL
 OPPORTUNITIES HLS FUND, INC. -
 CLASS IA
  Shares 10,810,593
  Cost $14,642,754
  ................................
    Market Value                     $     --
 ----------------------------------------------------------------------------------
 HARTFORD DIVIDEND AND GROWTH HLS
 FUND, INC. - CLASS IA
  Shares 16,919,650
  Cost $28,590,115
  ................................
    Market Value                           --
 ----------------------------------------------------------------------------------------------
 HARTFORD INTERNATIONAL ADVISERS
 HLS FUND, INC. - CLASS IA
  Shares 3,493,615
  Cost $4,009,746
  ................................
    Market Value                           --
 ----------------------------------------------------------------------------------------------------------
 HARTFORD SMALL COMPANY HLS
 FUND, INC. - CLASS IA
  Shares 2,695,999
  Cost $3,442,968
  ................................
    Market Value                           --
 ----------------------------------------------------------------------------------------------------------------------
 HARTFORD MIDCAP HLS FUND, INC. -
 CLASS IA
  Shares 1,974,262
  Cost $3,065,877
  ................................
    Market Value                           --
 --------------------------------------------------------------------------------------------------------------------------------
 HARTFORD GROWTH AND INCOME HLS
 FUND - CLASS IA
  Shares 758,263
  Cost $973,025
  ................................
    Market Value                           --
 --------------------------------------------------------------------------------------------------------------------------------
 HARTFORD GLOBAL LEADERS HLS FUND
 -CLASS IA
  Shares 775,652
  Cost $1,177,654
  ................................
    Market Value                           --
 --------------------------------------------------------------------------------------------------------------------------------
 HARTFORD HIGH YIELD HLS FUND -
 CLASS IA
  Shares 392,104
  Cost $410,645
    Market Value                      394,013
 --------------------------------------------------------------------------------------------------------------------------------
 Due from Hartford Life and
  Annuity Insurance Company                --
  ................................
 Receivable from fund shares sold          --
  ................................
 Total Assets                         394,013
  ................................
 LIABILITIES:
 Due to Hartford Life and Annuity
  Insurance Company                        --
  ................................
 TOTAL LIABILITIES                         --
 --------------------------------------------------------------------------------------------------------------------------------
 NET ASSETS (VARIABLE LIFE
 CONTRACT LIABILITIES)               $394,013
 --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                        SA-3
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Statements of Assets & Liabilities (continued)

<TABLE>
 ----------------------------------------------------------------------------------
 December 31, 1999                             Units        Unit       Contract
                                               Owned by     Price      Liability
                                               Participants
 <S>                                           <C>          <C>        <C>
 ----------------------------------------------------------------------------------
 Deferred Annuity Contracts in the
  Accumulation Period:
 Group Sub-Accounts:
  Bond Fund Sub-Account                         5,304,549   $1.446262  $  7,671,769
  .................................................................................
  Stock Fund Sub-Account                       21,819,711    3.466497    75,637,962
  .................................................................................
  Money Market Fund Sub-Account                16,383,083    1.291782    21,163,372
  .................................................................................
  Advisers Fund Sub-Account                    31,824,493    2.551851    81,211,364
  .................................................................................
  Capital Appreciation Fund Sub-Account        23,314,341    3.042373    70,930,922
  .................................................................................
  Mortgage Securities Fund Sub-Account          1,346,482    1.442350     1,942,099
  .................................................................................
  Index Fund Sub-Account                        6,268,571    3.397757    21,299,080
  .................................................................................
  International Opportunities Fund
    Sub-Account                                 9,743,731    2.081326    20,279,881
  .................................................................................
  Dividend and Growth Fund Sub-Account         13,488,800    2.695398    36,357,685
  .................................................................................
  International Advisers Fund Sub-Account       2,558,005    1.907505     4,879,407
  .................................................................................
  Small Company Fund Sub-Account                2,737,744    2.154392     5,898,173
  .................................................................................
  MidCap Fund Sub-Account                       2,029,925    1.997189     4,054,144
  .................................................................................
  Growth and Income Fund Sub-Account              774,198    1.402176     1,085,563
  .................................................................................
  Global Leaders Fund Sub-Account                 748,239    1.982981     1,483,743
  .................................................................................
  High Yield Fund Sub-Account                     362,505    1.086917       394,013
  .................................................................................
 GRAND TOTAL                                                           $354,289,177
 ----------------------------------------------------------------------------------
</TABLE>

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

                                        SA-4
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Statements of Operations
- --------------------------------------------------------------------------------

<TABLE>
 For the Year Ended                 Bond Fund    Stock Fund    Money        Advisers     Capital     Mortgage  Index Fund
 December 31, 1999                  Sub-Account  Sub-Account   Market       Fund         Appreciation Securities Sub-Account
                                                               Fund         Sub-Account  Fund        Fund
                                                               Sub-Account               Sub-Account Sub-Account
 ---------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>          <C>           <C>          <C>          <C>         <C>       <C>
 INVESTMENT INCOME:
  Dividends                          $ 419,600   $   516,388    $767,397    $1,692,849   $  215,458  $108,544   $  201,102
  ..........................................................................................................................
  Capital gains income                  45,235     4,959,958         353     5,512,773    3,330,568       --       289,134
  ..........................................................................................................................
 NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
  ..........................................................................................................................
  Net realized (loss) gain on
    security transactions               (6,510)       (5,932)         --       (30,425)      32,011  (10,251)        4,046
  ..........................................................................................................................
  Net unrealized (depreciation)
    appreciation of investments
    during the period                 (605,391)    6,441,388          --       239,692   15,536,343  (65,765)    3,066,971
  ..........................................................................................................................
  Net (loss) gain on investments      (611,901)    6,435,456          --       209,267   15,568,354  (76,016)    3,071,017
 ---------------------------------------------------------------------------------------------------------------------------
 NET (DECREASE) INCREASE IN NET
   ASSETS RESULTING FROM
   OPERATIONS                        $(147,066)  $11,911,802    $767,750    $7,414,889   $19,114,380 $32,528    $3,561,253
 ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                        SA-5
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Statements of Operations (continued)
- --------------------------------------------------------------------------------

<TABLE>
 For the Year Ended                 International Dividend     International Small       MidCap     Growth and  Global
 December 31, 1999                  Opportunities and          Advisers     Company      Fund       Income      Leaders
                                    Fund          Growth Fund  Fund         Fund         Sub-Account Fund       Fund
                                    Sub-Account   Sub-Account  Sub-Account  Sub-Account             Sub-Account Sub-Account
 ----------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>           <C>          <C>          <C>          <C>        <C>         <C>
 INVESTMENT INCOME:
  Dividends                          $  193,868   $  582,664    $ 86,268    $       --   $       -- $   2,731    $     1,956
  ...........................................................................................................................
  Capital gains income                       --    1,358,573          --         8,748      170,046     6,287          7,635
  ...........................................................................................................................
 NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
  ...........................................................................................................................
  Net realized gain (loss) on
    security transactions                76,436      (21,433)      5,981        58,301         (659)      (648)         (838)
  ...........................................................................................................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                 5,566,961     (111,720)    820,238     2,189,838      851,495   106,011        303,116
  ...........................................................................................................................
  Net gain (loss) on investments      5,643,397     (133,153)    826,219     2,248,139      850,836   105,363        302,278
 ----------------------------------------------------------------------------------------------------------------------------
 NET INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS         $5,837,265   $1,808,084    $912,487    $2,256,887   $1,020,882 $ 114,381    $   311,869
 ----------------------------------------------------------------------------------------------------------------------------

 <S>                                <C>
 For the Year Ended                 High Yield
 December 31, 1999                  Fund
                                    Sub-Account

 ----------------------------------------------------------
 INVESTMENT INCOME:
  Dividends                          $ 22,004
  ................................
  Capital gains income                      7
  ................................
 NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
  ................................
  Net realized gain (loss) on
    security transactions                 197
  ................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                 (16,392)
  ................................
  Net gain (loss) on investments      (16,195)
 ----------------------------------------------------------------------
 NET INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS         $  5,816
 ----------------------------------------------------------------------------------
</TABLE>

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

                                        SA-6
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

<TABLE>
 For the Year Ended                 Bond Fund     Stock Fund    Money Market    Advisers      Capital     Mortgage    Index Fund
 December 31, 1999                  Sub-Account   Sub-Account   Fund            Fund          Appreciation Securities Sub-Account
                                                                Sub-Account     Sub-Account   Fund        Fund
                                                                                              Sub-Account Sub-Account
 -----------------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>           <C>           <C>             <C>           <C>         <C>         <C>
 OPERATIONS:
  Net investment income              $  419,600   $   516,388    $   767,397    $ 1,692,849   $  215,458  $ 108,544    $   201,102
  ..................................................................................................................................
  Capital gains income                   45,235     4,959,958            353      5,512,773    3,330,568         --        289,134
  ..................................................................................................................................
  Net realized (loss) gain on
    security transactions                (6,510)       (5,932)            --        (30,425)      32,011    (10,251)         4,046
  ..................................................................................................................................
  Net unrealized (depreciation)
    appreciation of investments
    during the period                  (605,391)    6,441,388             --        239,692   15,536,343    (65,765)     3,066,971
  ..................................................................................................................................
  Net (decrease) increase in net
    assets resulting from
    operations                         (147,066)   11,911,802        767,750      7,414,889   19,114,380     32,528      3,561,253
  ..................................................................................................................................
 UNIT TRANSACTIONS:
  Purchases                              20,022        20,079     48,649,661             70       20,492         --             --
  ..................................................................................................................................
  Net transfers                       1,893,700    10,958,293    (39,998,316)    12,656,798    4,057,125    114,902      2,416,134
  ..................................................................................................................................
  Surrenders                           (533,322)   (2,535,149)      (860,950)    (2,572,156)  (1,687,173)  (366,384)      (717,510)
  ..................................................................................................................................
  Net loan activity                     (41,245)     (241,644)    (2,124,911)      (271,016)    (156,498)  (100,182)       (86,764)
  ..................................................................................................................................
  Cost of insurance                    (108,110)     (977,799)      (322,782)    (1,125,122)    (872,690)   (33,794)      (293,219)
  ..................................................................................................................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                      1,231,045     7,223,780      5,342,702      8,688,574    1,361,256   (385,458)     1,318,641
  ..................................................................................................................................
  Net increase (decrease) in net
    assets                            1,083,979    19,135,582      6,110,452     16,103,463   20,475,636   (352,930)     4,879,894
  ..................................................................................................................................
 NET ASSETS:
  Beginning of period                 6,587,790    56,502,380     15,052,920     65,107,901   50,455,286  2,295,029     16,419,186
 -----------------------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                      $7,671,769   $75,637,962    $21,163,372    $81,211,364   $70,930,922 $1,942,099   $21,299,080
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                        SA-7
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Statements of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------

<TABLE>
 For the Year Ended                 International  Dividend and  International  Small        MidCap     Growth and  Global
 December 31, 1999                  Opportunities  Growth Fund   Advisers Fund  Company      Fund       Income      Leaders
                                    Fund           Sub-Account   Sub-Account    Fund         Sub-Account Fund       Fund
                                    Sub-Account                                 Sub-Account             Sub-Account Sub-Account
 --------------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>            <C>           <C>            <C>          <C>        <C>         <C>
 OPERATIONS:
  Net investment income              $   193,868   $   582,664    $   86,268    $       --   $       -- $   2,731    $    1,956
  ...............................................................................................................................
  Capital gains income                        --     1,358,573            --         8,748      170,046     6,287         7,635
  ...............................................................................................................................
  Net realized gain (loss) on
    security transactions                 76,436       (21,433)        5,981        58,301         (659)      (648)        (838)
  ...............................................................................................................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                  5,566,961      (111,720)      820,238     2,189,838      851,495   106,011       303,116
  ...............................................................................................................................
  Net increase in net assets
    resulting from operations          5,837,265     1,808,084       912,487     2,256,887    1,020,882   114,381       311,869
  ...............................................................................................................................
 UNIT TRANSACTIONS:
  Purchases                               30,000        30,000            55        20,000       20,000    20,000            --
  ...............................................................................................................................
  Net transfers                         (115,619)    1,862,826       395,265     1,247,576    2,225,928   845,861     1,093,472
  ...............................................................................................................................
  Surrenders                            (415,482)   (1,252,128)      (63,881)      (42,122)     (26,590)    (5,249)      (7,549)
  ...............................................................................................................................
  Net loan activity                      (67,371)      (88,629)      (22,926)      (20,135)      (2,563)   (25,056)       7,303
  ...............................................................................................................................
  Cost of insurance                     (253,665)     (551,075)      (66,079)      (60,079)     (31,836)    (8,077)      (7,337)
  ...............................................................................................................................
  Net (decrease) increase in net
    assets resulting from unit
    transactions                        (822,137)          994       242,434     1,145,240    2,184,939   827,479     1,085,889
  ...............................................................................................................................
  Net increase in net assets           5,015,128     1,809,078     1,154,921     3,402,127    3,205,821   941,860     1,397,758
  ...............................................................................................................................
 NET ASSETS:
  Beginning of period                 15,264,753    34,548,607     3,724,486     2,496,046      848,323   143,703        85,985
 --------------------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                      $20,279,881   $36,357,685    $4,879,407    $5,898,173   $4,054,144 $1,085,563   $1,483,743
 --------------------------------------------------------------------------------------------------------------------------------

 <S>                                <C>
 For the Year Ended                 High Yield
 December 31, 1999                  Fund
                                    Sub-Account

 ----------------------------------------------------------
 OPERATIONS:
  Net investment income              $ 22,004
  ................................
  Capital gains income                      7
  ................................
  Net realized gain (loss) on
    security transactions                 197
  ................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                 (16,392)
  ................................
  Net increase in net assets
    resulting from operations           5,816
  ................................
 UNIT TRANSACTIONS:
  Purchases                            20,000
  ................................
  Net transfers                       346,031
  ................................
  Surrenders                           (3,575)
  ................................
  Net loan activity                     4,381
  ................................
  Cost of insurance                    (3,224)
  ................................
  Net (decrease) increase in net
    assets resulting from unit
    transactions                      363,613
  ................................
  Net increase in net assets          369,429
  ................................
 NET ASSETS:
  Beginning of period                  24,584
 ----------------------------------------------------------------------
  END OF PERIOD                      $394,013
 ----------------------------------------------------------------------------------
</TABLE>

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

                                        SA-8
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

<TABLE>
 For the Year Ended                 Bond Fund     Stock Fund    Money Market     Advisers      Capital     Mortgage
 December 31, 1998                  Sub-Account   Sub-Account   Fund             Fund          Appreciation Securities
                                                                Sub-Account      Sub-Account   Fund        Fund
                                                                                               Sub-Account Sub-Account
 --------------------------------------------------------------------------------------------------------------------
 <S>                                <C>           <C>           <C>              <C>           <C>         <C>
 OPERATIONS:
  Net investment income              $  310,867   $   425,157    $    563,092    $ 1,280,919   $  268,384  $ 139,853
  ...................................................................................................................
  Capital gains income                       --     1,195,486             190      1,465,098    2,761,262         --
  ...................................................................................................................
  Net realized gain (loss) on
    security transactions                   337       (29,330)             --         (9,456)      28,295      1,924
  ...................................................................................................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                    62,577    10,654,625              --      8,649,288    3,751,151    (25,693)
  ...................................................................................................................
  Net increase in net assets
    resulting from operations           373,781    12,245,938         563,282     11,385,849    6,809,092    116,084
  ...................................................................................................................
 UNIT TRANSACTIONS:
  Purchases                              46,311        16,926      62,062,192         32,794       16,742         --
  ...................................................................................................................
  Net transfers                       3,067,527    13,961,989     (54,690,953)    15,334,793    4,545,203    589,382
  ...................................................................................................................
  Surrenders                           (107,425)   (1,506,358)     (1,724,767)    (1,683,040)  (1,471,654)   (31,118)
  ...................................................................................................................
  Net loan activity                     (11,064)     (140,475)     (2,052,054)      (407,150)    (324,672)    (8,665)
  ...................................................................................................................
  Cost of insurance                     (33,445)     (260,595)       (112,624)      (328,975)    (284,868)   (11,916)
  ...................................................................................................................
  Net increase in net assets
    resulting from unit
    transactions                      2,961,904    12,071,487       3,481,794     12,948,422    2,480,751    537,683
  ...................................................................................................................
  Net increase in net assets          3,335,685    24,317,425       4,045,076     24,334,271    9,289,843    653,767
  ...................................................................................................................
 NET ASSETS:
  Beginning of period                 3,252,105    32,184,955      11,007,844     40,773,630   41,165,443  1,641,262
 --------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                      $6,587,790   $56,502,380    $ 15,052,920    $65,107,901   $50,455,286 $2,295,029
 --------------------------------------------------------------------------------------------------------------------

 <S>                                <C>
 For the Year Ended                 Index Fund
 December 31, 1998                  Sub-Account

 ----------------------------------------------------------------
 OPERATIONS:
  Net investment income              $   132,802
  ................................
  Capital gains income                   272,547
  ................................
  Net realized gain (loss) on
    security transactions                (21,988)
  ................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                  2,904,724
  ................................
  Net increase in net assets
    resulting from operations          3,288,085
  ................................
 UNIT TRANSACTIONS:
  Purchases                               10,249
  ................................
  Net transfers                        3,377,452
  ................................
  Surrenders                            (708,786)
  ................................
  Net loan activity                     (138,230)
  ................................
  Cost of insurance                      (86,318)
  ................................
  Net increase in net assets
    resulting from unit
    transactions                       2,454,367
  ................................
  Net increase in net assets           5,742,452
  ................................
 NET ASSETS:
  Beginning of period                 10,676,734
 -------------------------------------------------------------------------------
  END OF PERIOD                      $16,419,186
 ----------------------------------------------------------------------------------------------
</TABLE>

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

                                        SA-9
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Statements of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------

<TABLE>
 For the Year Ended                 International  Dividend and  International  Small        MidCap   Growth and  Global
 December 31, 1998                  Opportunities  Growth Fund   Advisers Fund  Company      Fund     Income      Leaders
                                    Fund           Sub-Account   Sub-Account    Fund         Sub-Account Fund     Fund
                                    Sub-Account                                 Sub-Account           Sub-Account** Sub-Account***
 ----------------------------------------------------------------------------------------------------------------------------
 <S>                                <C>            <C>           <C>            <C>          <C>      <C>         <C>
 OPERATIONS:
  Net investment income              $   198,529   $   544,970    $  285,452    $       --   $     4   $    542     $   101
  ...........................................................................................................................
  Capital gains income                   823,226       871,742        67,948        17,778        --         --       2,088
  ...........................................................................................................................
  Net realized (loss) gain on
    security transactions                 (4,950)        1,267           567        (1,718)   (3,505)        16           4
  ...........................................................................................................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                    562,948     2,960,422        13,314       272,458   133,792      6,525       2,975
  ...........................................................................................................................
  Net increase in net assets
    resulting from operations          1,579,753     4,378,401       367,281       288,518   130,291      7,083       5,168
  ...........................................................................................................................
 UNIT TRANSACTIONS:
  Purchases                                   11        10,000            --            --        --      1,000       2,000
  ...........................................................................................................................
  Net transfers                        2,336,307     8,163,378     1,048,999     1,383,287   645,414    135,859      78,949
  ...........................................................................................................................
  Surrenders                            (500,386)     (866,498)      (98,488)     (109,974)   (4,632)      (172)       (105)
  ...........................................................................................................................
  Net loan activity                      (71,420)     (327,128)      (36,658)      (44,570)  (11,492)        --          --
  ...........................................................................................................................
  Cost of insurance                      (89,406)     (185,670)      (20,129)      (10,508)   (2,955)       (67)        (27)
  ...........................................................................................................................
  Net increase in net assets
    resulting from unit
    transactions                       1,675,106     6,794,082       893,724     1,218,235   626,335    136,620      80,817
  ...........................................................................................................................
  Net increase in net assets           3,254,859    11,172,483     1,261,005     1,506,753   756,626    143,703      85,985
  ...........................................................................................................................
 NET ASSETS:
  Beginning of period                 12,009,894    23,376,124     2,463,481       989,293    91,697         --          --
  ...........................................................................................................................
  END OF PERIOD                      $15,264,753   $34,548,607    $3,724,486    $2,496,046   $848,323  $143,703     $85,985
 ----------------------------------------------------------------------------------------------------------------------------

 <S>                                <C>
 For the Year Ended                 High Yield
 December 31, 1998                  Fund
                                    Sub-Account***

 -------------------------------------------------------------------------------------------------------------
 OPERATIONS:
  Net investment income               $   451
  ................................
  Capital gains income                     --
  ................................
  Net realized (loss) gain on
    security transactions                  --
  ................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                    (240)
  ................................
  Net increase in net assets
    resulting from operations             211
  ................................
 UNIT TRANSACTIONS:
  Purchases                             2,000
  ................................
  Net transfers                        22,414
  ................................
  Surrenders                              (29)
  ................................
  Net loan activity                        --
  ................................
  Cost of insurance                       (12)
  ................................
  Net increase in net assets
    resulting from unit
    transactions                       24,373
  ................................
  Net increase in net assets           24,584
  ................................
 NET ASSETS:
  Beginning of period                      --
  ................................
  END OF PERIOD                       $24,584
 -------------------------------------------------------------------------------------------------------------------------
</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.

                                       SA-10
<PAGE>
SEPARATE ACCOUNT FIVE -- HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
Notes to Financial Statements
December 31, 1999

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). Realized gains and losses on the
sales of securities are computed on the basis of identified cost of the fund
shares sold. 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, 1999.

C) UNIT TRANSACTIONS -- Unit transactions are executed based on the unit values
calculated at the close of the business day.

D) 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.

E) 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 expense 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:

Certain amounts are deducted from the contracts, as described below:

A) COST OF INSURANCE CHARGE -- In accordance with the 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 CHARGE -- 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.

                                     SA-11
<PAGE>
                    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, 1999 and
1998, 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, 1999. These statutory 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 auditing standards generally accepted
in the United States. 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 2 of notes to statutory financial
statements. When financial statements are presented for purposes other than for
filing with a regulatory agency, auditing standards generally accepted in the
United States require that an auditors' report on them state whether they are
presented in conformity with accounting principles generally accepted in the
United States. The accounting practices used by the Company vary from accounting
principles generally accepted in the United States as explained and quantified
in Note 2.

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 accounting principles generally accepted in the
United States, the financial position of the Company as of December 31, 1999 and
1998, or the results of its operations or its cash flows for each of the three
years in the period ended December 31, 1999.

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, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999 in conformity
with statutory accounting practices as described in Note 2.

Hartford, Connecticut
January 31, 2000                                             ARTHUR ANDERSEN LLP

                                      F-1
<PAGE>
                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                 BALANCE SHEETS
                               (STATUTORY BASIS)
                                     ($000)
            --------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        AS OF DECEMBER 31,
<S>                                                                <C>               <C>
- ------------------------------------------------------------------------------------------------
<CAPTION>
                                                                      1999              1998
- ------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>
ASSETS
  Bonds                                                            $ 1,465,815       $ 1,453,792
  Common stocks                                                         42,430            40,650
  Mortgage loans                                                        63,784            59,548
  Policy loans                                                          59,429            47,212
  Cash and short-term investments                                      267,579           469,955
- ------------------------------------------------------------------------------------------------
  Other invested assets                                                  2,892             2,188
- ------------------------------------------------------------------------------------------------
  Total cash and invested assets                                     1,901,929         2,073,345
  Investment income due and accrued                                     21,069            20,126
  Other assets                                                          39,576            45,691
  Separate account assets                                           44,865,042        32,876,278
- ------------------------------------------------------------------------------------------------
                                                TOTAL ASSETS       $46,827,616       $35,015,440
- ------------------------------------------------------------------------------------------------
LIABILITIES
  Aggregate reserves for future benefits                           $   591,621       $   579,140
  Policy and contract claim liabilities                                  7,677             5,667
  Liability for premium and other deposit funds                      1,969,262         2,011,672
  Asset valuation reserve                                                4,935            21,782
  Payable to affiliates                                                 14,084            19,271
  Accrued expense allowances and other amounts due from
   separate accounts                                                (1,377,927)       (1,173,513)
  Remittances and items not allocated                                  111,582            87,449
  Other liabilities                                                    118,464           111,182
  Separate account liabilities                                      44,865,042        32,876,278
- ------------------------------------------------------------------------------------------------
                                           TOTAL LIABILITIES        46,304,740        34,538,928
- ------------------------------------------------------------------------------------------------
CAPITAL AND SURPLUS
  Common stock                                                           2,500             2,500
  Gross paid-in and contributed surplus                                226,043           226,043
  Unassigned funds                                                     294,333           247,969
- ------------------------------------------------------------------------------------------------
                                   TOTAL CAPITAL AND SURPLUS           522,876           476,512
- ------------------------------------------------------------------------------------------------
                      TOTAL LIABILITIES, CAPITAL AND SURPLUS       $46,827,616       $35,015,440
- ------------------------------------------------------------------------------------------------
</TABLE>

 The accompanying notes are an integral part of these statutory basis financial
                                  statements.

                                      F-2
<PAGE>
                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                            STATEMENTS OF OPERATIONS
                               (STATUTORY BASIS)
                                     ($000)
            --------------------------------------------------------

<TABLE>
<CAPTION>
                                                                     FOR THE YEARS ENDED DECEMBER 31,
<S>                                                                <C>          <C>          <C>
- -------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                      1999         1998         1997
- -------------------------------------------------------------------------------------------------------
<S>                                                                <C>          <C>          <C>
REVENUES
  Premiums and annuity considerations                              $  621,789   $  469,343   $  296,645
  Annuity and other fund deposits                                   2,991,363    2,051,251    1,981,246
  Net investment income                                               122,322      129,982      102,285
  Commissions and expense allowances on reinsurance ceded             379,905      444,241      396,921
  Reserve adjustment on reinsurance ceded                           1,411,342    3,185,590    3,672,076
  Fee income                                                          647,565      448,260      290,675
  Other revenues                                                          842        9,930       (2,043)
- -------------------------------------------------------------------------------------------------------
                                              TOTAL REVENUES        6,175,128    6,738,597    6,737,805
- -------------------------------------------------------------------------------------------------------
BENEFITS AND EXPENSES
  Death and annuity benefits                                           47,372       43,152       65,961
  Disability and other benefits                                         6,270        6,352        7,532
  Surrenders and other fund withdrawals                             1,250,813      739,663      454,417
  Commissions                                                         467,338      435,994      470,334
  Increase (Decrease) in aggregate reserves for future
   benefits                                                            12,481      (10,711)      33,213
  (Decrease) Increase in liability for premium and other
   deposit funds                                                      (47,852)     218,642      640,840
  General insurance expenses                                          192,196      190,979       77,237
  Net transfers to separate accounts                                4,160,501    4,956,007    4,914,980
  Other expenses                                                       35,385       22,091       15,671
- -------------------------------------------------------------------------------------------------------
                                 TOTAL BENEFITS AND EXPENSES        6,124,504    6,602,169    6,680,185
- -------------------------------------------------------------------------------------------------------
NET GAIN FROM OPERATIONS
  Before federal income tax (benefit) expense                          50,624      136,428       57,620
  Federal income tax (benefit) expense                                (10,231)      35,887      (14,878)
- -------------------------------------------------------------------------------------------------------
NET GAIN FROM OPERATIONS                                               60,855      100,541       72,498
  Net realized capital (losses) gains, after tax                      (36,428)       2,085        1,544
- -------------------------------------------------------------------------------------------------------
                                                  NET INCOME       $   24,427   $  102,626   $   74,042
- -------------------------------------------------------------------------------------------------------
</TABLE>

 The accompanying notes are an integral part of these statutory basis financial
                                  statements.

                                      F-3
<PAGE>
                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                  STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
                               (STATUTORY BASIS)
                                     ($000)
            --------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        FOR THE YEARS ENDED
                                                                            DECEMBER 31,
<S>                                                                <C>        <C>        <C>
- -------------------------------------------------------------------------------------------------
<CAPTION>
                                                                     1999       1998       1997
- -------------------------------------------------------------------------------------------------
<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                                        247,969    143,257     74,570
  Net income                                                         24,427    102,626     74,042
  Change in net unrealized capital gains on common stocks
   and other invested assets                                          2,258      1,688      2,186
  Change in asset valuation reserve                                  16,847     (8,112)    (6,228)
  Change in non-admitted assets                                       6,557     (1,277)    (1,313)
  Credit on reinsurance ceded                                        (3,725)     9,787         --
- -------------------------------------------------------------------------------------------------
  Balance, end of year                                              294,333    247,969    143,257
- -------------------------------------------------------------------------------------------------
CAPITAL AND SURPLUS,
  End of year                                                      $522,876   $476,512   $371,800
- -------------------------------------------------------------------------------------------------
</TABLE>

 The accompanying notes are an integral part of these statutory basis financial
                                  statements.

                                      F-4
<PAGE>
                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
                               (STATUTORY BASIS)
                                     ($000)
            --------------------------------------------------------

<TABLE>
<CAPTION>
                                                                     FOR THE YEARS ENDED DECEMBER 31,
<S>                                                                <C>          <C>          <C>
- -------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                      1999         1998         1997
- -------------------------------------------------------------------------------------------------------
<S>                                                                <C>          <C>          <C>
OPERATING ACTIVITIES
  Premiums and annuity considerations                              $3,613,217   $2,520,655   $2,277,874
  Net investment income                                               122,998      127,425      101,991
  Fee income                                                          647,565      448,260      290,675
  Other income                                                      1,799,323    3,644,704    4,091,043
- -------------------------------------------------------------------------------------------------------
    Total income                                                    6,183,103    6,741,044    6,761,583
- -------------------------------------------------------------------------------------------------------
  Benefits paid                                                     1,303,801      790,051      529,733
  Federal income tax (recoveries) payments                             (8,815)      25,780      (14,499)
  Net transfers to separate accounts                                4,364,914    5,222,144    5,199,354
  Other expenses                                                      669,525      626,240      547,692
- -------------------------------------------------------------------------------------------------------
    Total benefits and expenses                                     6,329,425    6,664,215    6,262,280
- -------------------------------------------------------------------------------------------------------
        NET CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES         (146,322)      76,829      499,303
- -------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  PROCEEDS FROM INVESTMENTS SOLD
  Bonds                                                               753,358      633,926      614,413
  Common stocks                                                           939       34,010       11,481
  Mortgage loans                                                       53,704       85,275           --
  Other                                                                 1,490       19,990          152
- -------------------------------------------------------------------------------------------------------
                                     NET INVESTMENT PROCEEDS          809,491      773,201      626,046
- -------------------------------------------------------------------------------------------------------
  COST OF INVESTMENTS ACQUIRED
  Bonds                                                               804,947      586,913      848,267
  Common stocks                                                           464        7,012       28,302
  Mortgage loans                                                       57,665       59,702       85,103
  Other                                                                14,211       11,847       26,227
- -------------------------------------------------------------------------------------------------------
                                  TOTAL INVESTMENTS ACQUIRED          877,287      665,474      987,899
- -------------------------------------------------------------------------------------------------------
        NET CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES       $  (67,796)  $  107,727   $ (361,853)
- -------------------------------------------------------------------------------------------------------
FINANCING AND MISCELLANEOUS ACTIVITIES
  Net other cash provided (used)                                       11,742      (24,033)      (4,848)
- -------------------------------------------------------------------------------------------------------
                   NET CASH PROVIDED BY (USED FOR) FINANCING
                                AND MISCELLANEOUS ACTIVITIES           11,742      (24,033)      (4,848)
- -------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and short-term investments           (202,376)     160,523      132,602
Cash and short-term investments, beginning of year                    469,955      309,432      176,830
- -------------------------------------------------------------------------------------------------------
                CASH AND SHORT-TERM INVESTMENTS, END OF YEAR       $  267,579   $  469,955   $  309,432
- -------------------------------------------------------------------------------------------------------
</TABLE>

 The accompanying notes are an integral part of these statutory basis financial
                                  statements.

                                      F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(STATUTORY BASIS)
DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)

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

1. ORGANIZATION AND DESCRIPTION OF BUSINESS:

Hartford Life and Annuity Insurance Company (the "Company") is a wholly owned
subsidiary of Hartford Life Insurance Company ("HLIC"), which is an indirect
subsidiary of Hartford Life, Inc. ("HLI"). HLI is indirectly majority owned by
The Hartford Financial Services Group, Inc. ("The Hartford"). 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 approximately 18.6% of the
equity ownership of HLI.

In 1998, the Company changed its name to Hartford Life and Annuity Insurance
Company from ITT Hartford Life and Annuity Insurance Company.

The Company offers a complete line of fixed and variable annuities, as well as
variable, universal and traditional individual life insurance.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

The accompanying statutory basis financial statements of the Company were
prepared in conformity with statutory accounting practices prescribed or
permitted by the National Association of Insurance Commissioners ("NAIC") and
the State of Connecticut Department of Insurance. Certain reclassifications have
been made to prior year financial information to conform to the current year
presentation.

Current prescribed statutory accounting practices include accounting
publications of the 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.

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 periods. 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 VERSUS GAAP

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, etc.) which are charged to expense when incurred for statutory
    purposes rather than on a pro-rata basis over the expected life and gross
    profit stream 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 only consist of charges assessed to policy
    account balances for cost of insurance, policy administration and
    surrenders. When policy charges received relate to coverage or services to
    be provided in the future, the charges are recognized as revenue on a
    pro-rata basis over the expected life and gross profit stream of the policy.
    Also, for GAAP purposes, premiums for traditional life insurance policies
    are recognized as revenues when they are due from policyholders;

(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 under GAAP;

(4) providing for income taxes based on current taxable income 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 or required under GAAP;

(5) excluding certain assets designated as non-admitted assets (e.g., negative
    Interest Maintenance Reserve, and past due agents' balances) from the
    balance sheet for statutory purposes by directly charging surplus;

(6) the calculation of post retirement benefits obligation which, for statutory
    accounting, excludes non-vested employees whereas GAAP liabilities include a
    provision for such employees; statutory and GAAP accounting permit either
    immediate recognition of the liability or straight-line amortization of the
    liability over a period not to exceed 20 years. For GAAP, The Hartford's
    obligation was immediately recognized, whereas for statutory accounting, the
    obligation is being recognized ratably over a 20 year period;

                                      F-6
<PAGE>
(7) establishing a formula reserve for realized and unrealized losses due to
    default and equity risk associated with certain invested assets (Asset
    Valuation Reserve) for statutory purposes; as well as the deferral and
    amortization of realized gains and losses, caused 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) for
    statutory purposes; 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 for
    statutory purposes; whereas on a GAAP basis, reserves are reported gross of
    reinsurance with reserve credits presented as recoverable assets;

(9) the reporting of fixed maturities at amortized cost for statutory purposes,
    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 separate component of Stockholder's
    Equity; as well as the change in the basis of the Company's other invested
    assets, which consist primarily of limited partnership investments, which is
    recognized as income under GAAP and as a change in surplus under statutory
    accounting; and

(10) statutory accounting calculates separate account liabilities using
    prescribed actuarial methodologies, which approximate the market value of
    separate account assets less applicable surrender charges. The separate
    account surplus generated by these reserving methods is recorded as an
    amount due to or from the separate account on the statutory basis balance
    sheet, with changes reflected in the statutory basis results of operations.
    On a GAAP basis, separate account assets and liabilities are held at fair
    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>
                                         1999          1998          1997
<S>                                  <C>           <C>           <C>
                                     ----------------------------------------
GAAP Net Income                      $    75,654   $    74,525   $    58,050
Deferral and amortization of policy
 acquisition costs, net                 (272,171)     (331,882)     (345,657)
Change in unearned revenue reserve       (64,915)       23,118         4,058
Deferred taxes                            57,833         2,476        47,092
Separate account expense allowance       214,388       259,287       282,818
Asset impairments and write-downs        (17,250)       17,250            --
Benefit reserve adjustment                11,491         5,360        24,666
Gain on commutation of reinsurance
 (Note 4)                                     --        52,026            --
Prepaid reinsurance premium               (3,524)           --            --
Statutory voluntary reserve               (6,286)           --            --
Other, net                                29,207           466         3,015
                                     ----------------------------------------
               STATUTORY NET INCOME  $    24,427   $   102,626   $    74,042
                                     ----------------------------------------
GAAP Stockholder's Equity            $   676,428   $   648,097   $   570,469
Deferred policy acquisition costs     (1,887,824)   (1,615,653)   (1,283,771)
Unearned revenue reserve                  95,965       160,951       134,789
Deferred taxes                           122,105        68,936        64,522
Separate account expense allowance     1,398,030     1,183,642       924,355
Asset impairments and write-downs             --        17,250            --
Unrealized losses (gains) on
 investments                              26,292       (24,955)      (21,451)
Benefit reserve adjustment                81,111        69,233        16,378
Asset valuation reserve                   (4,935)      (21,782)      (13,670)
Adjustment relating to Lyndon
 contribution (Note 4)                        --            --       (23,671)
Prepaid reinsurance premium               (7,728)       (4,204)           --
Statutory voluntary reserve               (6,286)           --            --
Other, net                                29,718        (5,003)        3,850
                                     ----------------------------------------
      STATUTORY CAPITAL AND SURPLUS  $   522,876   $   476,512   $   371,800
                                     ----------------------------------------
</TABLE>

                                      F-7
<PAGE>
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 applicable 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 the Commissioners Annuity Reserve Valuation Method
("CARVM").

The Company has established separate accounts to segregate the assets and
liabilities of certain life insurance and annuity contracts that must be
segregated from the Company's general assets under the terms of its contracts.
The assets consist primarily of marketable securities and are reported at market
value. Premiums, benefits and expenses of these contracts are reported in the
statutory basis statements of operations.

An analysis of Annuity Actuarial Reserves and Deposit Liabilities by Withdrawal
Characteristics as of December 31, 1999 (including general and separate account
liabilities) is as follows:

<TABLE>
<CAPTION>
                                                                             % of
                                                                 Amount     Total
<S>                                                           <C>           <C>
                                                              --------------------
Subject to discretionary withdrawal:
                                                              --------------------
With market value adjustment                                  $     4,564      0.0%
At book value less current surrender charge of 5% or more       1,427,302      3.2%
At market value                                                42,431,996     95.4%
                                                              --------------------
Total with adjustment or at market value                       43,863,862     98.6%

At book value without adjustment (minimal or no charge or
 adjustment):                                                     573,583      1.3%

Not subject to discretionary withdrawal:                           34,816      0.1%
                                                              --------------------
Total, gross                                                   44,472,261    100.0%
Reinsurance ceded                                                      --
                                                              ------------
Total, net                                                    $44,472,261
                                                              ------------
</TABLE>

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 reduction in
the value of a security is deemed to be unrecoverable, the decline in value 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. Mortgage
loans, which are carried at cost and approximate fair value, include investments
in assets backed by mortgage loan pools. Other invested assets are generally
recorded at fair value.

The Asset Valuation Reserve ("AVR") is designed to provide a standardized
reserving process for realized and unrealized losses due to default and equity
risks associated with invested assets. The AVR balances were $4,935 and $21,782
as of December 31, 1999 and 1998, respectively. Additionally, the Interest
Maintenance Reserve ("IMR") captures net realized capital gains and losses, net
of applicable income taxes, resulting from changes in interest rates and
amortizes these gains or losses into income over the life of the bond or
mortgage sold. The IMR balance as of December 31, 1999 is an asset balance of
$981 and is reflected as a component of non-admitted assets in Unassigned Funds
in accordance with statutory accounting practices. The IMR balance as of
December 31, 1998 is a liability balance of $452 and is reflected as an other
liability. The net capital (losses) gains transferred to the IMR in 1999, 1998
and 1997 were $(1,255), $852 and $(719), respectively. The amount of income
(expense) amortized from the IMR in 1999, 1998 and 1997 included in the
Company's Statements of Operations, was $178, $(207), and $(85), respectively.
Realized capital gains and losses, net of taxes, not included in the IMR are
reported in the statutory basis statements of operations. Realized investment
gains and losses are determined on a specific identification basis.

CODIFICATION

The NAIC adopted the Codification of Statutory Accounting Principles in March
1998. The proposed effective date for this statutory accounting guidance is
January 1, 2001. It is expected that Connecticut, the Company's domiciliary
state, will adopt these accounting standards and, therefore, the Company will
make the necessary accounting and reporting changes required for implementation.
The Company has not yet determined the impact that these new accounting
standards will have on its statutory basis financial statements.

                                      F-8
<PAGE>
3. INVESTMENTS:

  (a) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                                                1999       1998      1997
<S>                                                           <C>        <C>        <C>
                                                              -----------------------------
Interest income from bonds and short-term investments         $113,646   $123,370   $100,475
Interest income from policy loans                                3,494      3,133     1,958
Interest and dividends from other investments                    6,371      4,482     1,005
                                                              -----------------------------
Gross investment income                                        123,511    130,985   103,438
Less: investment expenses                                        1,189      1,003     1,153
                                                              -----------------------------
                                       NET INVESTMENT INCOME  $122,322   $129,982   $102,285
                                                              -----------------------------
</TABLE>

  (b) COMPONENTS OF NET UNREALIZED CAPITAL (LOSSES) GAINS ON BONDS AND
      SHORT-TERM INVESTMENTS

<TABLE>
<CAPTION>
                                                                1999       1998      1997
<S>                                                           <C>        <C>        <C>
                                                              -----------------------------
Gross unrealized capital gains                                $    561   $ 10,905   $23,357
Gross unrealized capital losses                                 (6,441)      (833)   (1,906)
                                                              -----------------------------
Net unrealized capital (losses) gains                           (5,880)    10,072    21,451
Balance, beginning of year                                      10,072     21,451     7,979
                                                              -----------------------------
CHANGE IN NET UNREALIZED CAPITAL (LOSSES) GAINS ON BONDS AND
                                      SHORT-TERM INVESTMENTS  $(15,952)  $(11,379)  $13,472
                                                              -----------------------------
</TABLE>

  (c) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON COMMON STOCKS

<TABLE>
<CAPTION>
                                                               1999     1998      1997
<S>                                                           <C>      <C>       <C>
                                                              --------------------------
Gross unrealized capital gains                                $2,508   $ 2,204   $   537
Gross unrealized capital losses                                  (24)   (1,871)   (1,820)
                                                              --------------------------
Net unrealized capital gains (losses)                          2,484       333    (1,283)
Balance, beginning of year                                       333    (1,283)   (3,447)
                                                              --------------------------
     CHANGE IN NET UNREALIZED CAPITAL GAINS ON COMMON STOCKS  $2,151   $ 1,616   $ 2,164
                                                              --------------------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                1999      1998     1997
<S>                                                           <C>        <C>      <C>
                                                              --------------------------
Bonds and short-term investments                              $(37,959)  $1,314   $ (120)
Common stocks                                                      104    1,624      421
Other invested assets                                              172       (1)    (307)
                                                              --------------------------
Realized capital (losses) gains                                (37,683)   2,937       (6)
Capital gains benefit                                               --       --     (831)
                                                              --------------------------
Net realized capital (losses) gains                            (37,683)   2,937      825
Less: amounts transferred to the IMR                            (1,255)     852     (719)
                                                              --------------------------
                         NET REALIZED CAPITAL (LOSSES) GAINS  $(36,428)  $2,085   $1,544
                                                              --------------------------
</TABLE>

Sales and maturities of investments in bonds and short-term investments for the
years ended December 31, 1999, 1998 and 1997 resulted in proceeds of $1,367,027,
$1,354,563 and $1,435,820, gross realized capital gains of $1,106, $1,705, and
$964 and gross realized capital losses of $39,065, $391, and $1,084,
respectively, before transfers to the IMR. Sale of common stocks for the years
ended December 31, 1999, 1998 and 1997 resulted in proceeds of $939, $33,088,
and $10,168, gross realized capital gains of $115, $1,688, and $421 and gross
realized capital losses of $11, $64, and $0, respectively.

  (e) DERIVATIVE INVESTMENTS

The Company had no significant derivative holdings as of December 31, 1999, 1998
or 1997.

  (f) CONCENTRATION OF CREDIT RISK

Excluding U.S. government and government agency investments, the Company is not
exposed to any significant concentrations of credit risk in fixed maturities of
a single issuer greater than 10% of capital and surplus as of December 31, 1999.

                                      F-9
<PAGE>
  (g) BONDS, SHORT-TERM INVESTMENTS AND COMMON STOCKS

<TABLE>
<CAPTION>
                                                                                        1999
                                                                   ----------------------------------------------
                                                                                 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                                      $    4,768     $  1      $   (37)   $    4,732
  -- Guaranteed and sponsored -- asset backed                         170,746       --           --       170,746
  States, municipalities and political subdivisions                    10,401       --          (48)       10,353
  International governments                                             7,351       94          (15)        7,430
  Public utilities                                                     18,413       92          (73)       18,432
  All other corporate -- excluding asset-backed                       592,233      374       (6,194)      586,413
  All other corporate -- asset-backed                                 539,688       --           --       539,688
  Short-term investments                                              228,105       --           --       228,105
  Certificates of deposit                                               5,158       --          (74)        5,084
  Parents, subsidiaries and affiliates                                117,057       --           --       117,057
                                                                   ----------------------------------------------
                           TOTAL BONDS AND SHORT-TERM INVESTMENTS  $1,693,920     $561      $(6,441)   $1,688,040
                                                                   ----------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                               Gross       Gross
                                                                             Unrealized  Unrealized  Estimated
                                                                     Cost      Gains       Losses    Fair Value
<S>                                                                <C>       <C>         <C>         <C>
                                                                   --------------------------------------------
    Common stock -- unaffiliated                                   $ 4,562     $1,105     $   (24)    $ 5,643
    Common stock -- affiliated                                      35,384      1,403          --      36,787
                                                                   --------------------------------------------
                                              TOTAL COMMON STOCKS  $39,946     $2,508     $   (24)    $42,430
                                                                   --------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                        1999
                                                                   ----------------------------------------------
                                                                                 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 -- excluding asset-backed                         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>

The amortized cost and estimated fair value of bonds and short-term investments
as of December 31, 1999 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 the Company's estimates
of the rate of

                                      F-10
<PAGE>
future prepayments of principal over the remaining lives of the securities.
Expected maturities differ from contractual maturities due to call or prepayment
provisions.

<TABLE>
<CAPTION>
                                      Amortized     Estimated
             Maturity                    Cost       Fair Value
<S>                                  <C>           <C>
                                     --------------------------
One year or less                      $  545,290    $  543,397
Over one year through five years         692,881       690,476
Over five years through ten years        370,835       369,548
Over ten years                            84,914        84,619
                                     --------------------------
                              TOTAL   $1,693,920    $1,688,040
                                     --------------------------
</TABLE>

Bonds with a carrying value of $10,457 were on deposit as of December 31, 1999
with various regulatory authorities as required.

  (h) FAIR VALUE OF FINANCIAL INSTRUMENTS-BALANCE SHEET ITEMS (IN MILLIONS):

<TABLE>
<CAPTION>
                                                           1999 1998
                                     ------------------------------------------------------
                                       Carrying     Estimated      Carrying     Estimated
                                        Amount      Fair Value      Amount      Fair Value
<S>                                  <C>           <C>           <C>           <C>
                                     ------------------------------------------------------
ASSETS
  Bonds and short-term investments      $1,694        $1,688        $1,898        $1,908
  Common stocks                             42            42            41            41
  Policy loans                              59            59            47            47
  Mortgage loans                            64            64            60            60
  Other invested assets                      3             3             2             2
LIABILITIES
  Deposit funds and other benefits      $2,051        $2,017        $2,078        $2,053
</TABLE>

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments: fair value of bonds, short-term
investments, common stock, and other invested assets approximate those
quotations published by the NAIC; policy loans and mortgage loans carrying
amounts approximates fair value; and fair value of liabilities on deposit funds
and other benefits is determined by forecasting future cash flows and
discounting the forecasted cash flows at current market rates.

4. REINSURANCE:

The Company cedes insurance to other insurers in order to limit its maximum
losses. Such transfer does not relieve the Company of its primary liability to
the policyholder. Failure of reinsurers to honor their obligations could result
in losses to the Company. The Company reduces this risk by evaluating the
financial condition of reinsurers and monitoring for possible concentrations of
credit risk.

The Company cedes significant portions of its variable annuity business written
since 1994 to RGA Reinsurance Company ("RGA"). Certain core annuity products
were excluded from this reinsurance arrangement beginning in the second quarter
of 1999 and, as such, the amounts ceded to RGA have declined significantly.

In 1995, The Hartford was "spun-off" from ITT Industries, Inc. and became its
own, autonomous entity. In conjunction with this spin-off, the assets and
liabilities of Lyndon Insurance Company (Lyndon) were merged into the Company.
The statutory net assets contributed to the Company as a result of this
transaction were approximately $112 million and were reflected as an increase in
Gross Paid-In and Contributed Surplus at December 31, 1995. This amount was
approximately $41 million lower than the value of net assets contributed on a
GAAP basis.

The majority of the business written in Lyndon was assumed from an unaffiliated
insurer. In 1998, this unaffiliated insurer recaptured the inforce blocks of
business it had been ceding to the Company through Lyndon. In conjunction with
this commutation transaction, the Company transferred statutory basis reserves
of $26,404. Additionally, the Company received fair value consideration for the
bonds it transferred which exceeded the statutory statement value of these
assets by $25,622. As a result of this activity, the Company recognized a
pre-tax gain from this transaction of $52,026 in its 1998 Statements of
Operations.

There were no material reinsurance recoverables from reinsurers outstanding as
of and for the years ended, December 31, 1999 and 1998.

                                      F-11
<PAGE>
The effect of reinsurance as of and for the years ended December 31, is
summarized as follows:

<TABLE>
<CAPTION>
1999                                    Direct       Assumed        Ceded          Net
<S>                                  <C>           <C>           <C>           <C>
                                     ------------------------------------------------------
Aggregate Reserves for Future
 Benefits                             $  784,502     $    53     $  (192,934)   $  591,621
Policy and Contract Claim
 Liabilities                          $    7,827     $   203     $      (353)   $    7,677

Premium and Annuity Considerations    $  674,219     $ 1,261     $   (53,691)   $  621,789
Annuity and Other Fund Deposits       $6,195,917     $    --     $(3,204,554)   $2,991,363
Death, Annuity, Disability and
 Other Benefits                       $   65,251     $ 1,104     $   (12,713)   $   53,642
Surrenders                            $2,541,449     $    --     $(1,290,636)   $1,250,813
</TABLE>

<TABLE>
<CAPTION>
1998                                    Direct       Assumed        Ceded          Net
<S>                                  <C>           <C>           <C>           <C>
                                     ------------------------------------------------------
Aggregate Reserves for Future
 Benefits                             $  713,375     $    50     $  (134,285)   $  579,140
Policy and Contract Claim
 Liabilities                          $    5,895     $    85     $      (313)   $    5,667

Premium and Annuity Considerations    $  483,328     $24,954     $   (38,939)   $  469,343
Annuity and Other Fund Deposits       $6,461,470     $    --     $(4,410,219)   $2,051,251
Death, Annuity, Disability and
 Other Benefits                       $   64,331     $ 1,574     $   (16,401)   $   49,504
Surrenders                            $1,481,797     $    --     $  (742,134)   $  739,663
</TABLE>

<TABLE>
<CAPTION>
1997                                    Direct       Assumed        Ceded          Net
<S>                                  <C>           <C>           <C>           <C>
                                     ------------------------------------------------------
Premium and Annuity Considerations    $  266,427     $51,630     $   (21,412)   $  296,645
Annuity and Other Fund Deposits       $6,515,347     $    --     $(4,534,101)   $1,981,246
Death, Annuity, Disability and
 Other Benefits                       $   79,779     $   839     $    (7,126)   $   73,492
Surrenders                            $  882,094     $    --     $  (427,677)   $  454,417
</TABLE>

5. RELATED PARTY TRANSACTIONS:

Transactions between the Company and its affiliates, relate principally to tax
settlements, reinsurance, insurance coverages, rental and service fees, capital
contributions and payments of dividends. In addition, certain affiliated
insurance companies purchased group annuity contracts from the Company to fund
pension costs and claim annuities to settle casualty claims. Substantially all
general insurance expenses related to the Company, including rent and benefit
plan expenses, are initially paid by The Hartford. Direct expenses are allocated
using specific identification and indirect expenses are allocated using other
applicable methods. Indirect expenses include those for corporate areas which,
depending on type, are allocated based on either a percentage of direct expenses
or on utilization.

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, Hartford Life, LTD.

For additional information, see Notes 4, 6, and 8.

6. 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 affiliated group of
which The Hartford is the common parent. The Hartford and its non-life
subsidiaries filed a single consolidated Federal income tax return for 1998 and
1997 and intend to file a separate consolidated Federal income tax return for
1999. The life insurance companies filed a separate consolidated Federal income
tax return for 1998 and 1997 and intend to file a separate consolidated Federal
income tax return for 1999. Federal income taxes (received) paid by the Company
for operations and capital gains (losses) were $(8,815), $25,780, and $(14,499)
in 1999, 1998 and 1997, respectively. The effective tax rate was (73)%, 27%, and
(28)% in 1999, 1998 and 1997, respectively.

                                      F-12
<PAGE>
The following schedule provides a reconciliation of the tax provision (including
realized capital gains(losses)) at the U.S. Federal Statutory rate to Federal
income tax (benefit) expense (in millions):

<TABLE>
<CAPTION>
                                                              1999   1998   1997
<S>                                                           <C>    <C>    <C>
                                                              ------------------
Tax provision at U.S. Federal Statutory rate                  $ 5    $48    $ 20
Tax deferred acquisition costs                                 31     25      25
Statutory to tax reserve differences                           (7)     8       1
Investments                                                   (31)   (60)    (61)
Other                                                          (8)    15      (1)
                                                              ------------------
                        FEDERAL INCOME TAX (BENEFIT) EXPENSE  $(10)  $36    $(16)
                                                              ------------------
</TABLE>

7. CAPITAL AND SURPLUS AND SHAREHOLDER DIVIDEND RESTRICTIONS:

The maximum amount of dividends which can be paid to shareholders by Connecticut
domiciled insurance companies, without prior approval, 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 1999,
1998 or 1997. The amount available for dividend in 2000 is approximately
$60,855.

8. PENSION, RETIREMENT, AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS:

All employees that work for The Hartford's life insurance companies are included
in The Hartford's non-contributory defined benefit pension plans. These plans
provide pension benefits that are based on years of service and the employee's
compensation during the last ten years of employment. The Hartford'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 group
pension contracts sold by affiliates. The costs that were allocated to the
Company for pension related expenses were $762, $1,045 and $840 for 1999, 1998
and 1997, respectively.

Employees of The Hartford's life insurance companies are also provided, through
The Hartford, certain health care and life insurance benefits for eligible
retired employees. The contribution for health care benefits depends on the
retiree's date of retirement and years of service. In addition, this benefit
plan has a defined dollar cap, which limits average company contributions. The
Hartford 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 benefits
expense allocated to the Company was not material to the results of operations
for 1999, 1998 or 1997.

The assumed rate in the per capita cost of health care (the health care trend
rate) was 7.1% for 1999, 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.

Substantially all of The Hartford's life insurance companies' employees are
eligible to participate in The Hartford's Investment and Savings Plan. Under
this plan, designated contributions, which may be invested in Class A Common
Stock of HLI or certain other investments, are matched to a limit of 3% of
compensation.

9. SEPARATE ACCOUNTS:

The Company maintains separate account assets totaling $44.9 billion and $32.9
billion as of December 31, 1999 and 1998, respectively. Separate account assets
are segregated from other investments and reported at fair value. Separate
account liabilities are determined in accordance with prescribed actuarial
methodologies, which approximate the market value less applicable surrender
charges. The resulting surplus is recorded in the general account statement of
operations as a component of Net Transfers to Separate Accounts. The Company's
separate accounts are non-guaranteed, wherein the policyholder assumes
substantially all the investment risk and rewards. Investment income (including
investment gains and losses) and interest credited to policyholders on separate
account assets are not separately reflected in the statutory statements of
operations.

Separate account management fees, net of minimum guarantees, were $493 million,
$363 million, and $252 million in 1999, 1998 and 1997, respectively, and are
recorded as a component of fee income on the Company's statutory basis
Statements of Operations.

                                      F-13
<PAGE>
10. COMMITMENTS AND CONTINGENT LIABILITIES:

  (a) LITIGATION

The Company is involved in pending and threatened litigation in the normal
course of its business in which claims for alleged economic and punitive damages
have been asserted. Some of these cases have been filed as purported class
actions and some cases have been filed in certain jurisdictions that permit
punitive damage awards disproportionate to the actual damages incurred. 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,
will have a material adverse effect on the statutory capital and surplus of the
Company.

  (b) GUARANTY FUNDS

Under insurance guaranty fund laws in each state, the District of Columbia and
Puerto Rico, insurers licensed to do business can be assessed by state insurance
guaranty associations for certain obligations of insolvent insurance companies
to policyholders and claimants. Recent regulatory actions against certain large
life insurers encountering financial difficulty have prompted various state
insurance guaranty associations to begin assessing life insurance companies for
the deemed losses. Most of these laws do provide, however, that an assessment
may be excused or deferred if it would threaten an insurer's solvency and
further provide annual limits on such assessments. Part of the assessments paid
by the Company pursuant to these laws may be used as credits for a portion of
the associated premium taxes. The Company paid guaranty fund assessments of
approximately $523, $1,043 and $1,544 in 1999, 1998, and 1997, respectively, of
which $318, $995, and $548 in 1999, 1998 and 1997, respectively were estimated
to be creditable against premium taxes.

  (c) TAX MATTERS

The Company's Federal income tax returns are routinely audited by the Internal
Revenue Service ("IRS"). The Company's 1997 and 1996 Federal income tax returns
are currently under audit by the IRS. As of March 31, 2000, the audit was in its
initial stage and no material issues had been raised.

                                      F-14


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