SEPARATE ACCOUNT FIVE OF HARTFORD LIFE INSURANCE CO, 485BPOS, 1995-04-26

SEPARATE ACCOUNT FIVE OF HARTFORD LIFE INSURANCE CO
485BPOS, 1995-04-26

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Registration No.33-83656

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

Post-Effective Amendment No. 2
to
FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

A. Exact name of trust: Separate Account Five

B. Name of depositor: Hartford Life Insurance Company

C. Complete address of depositor's principal executive offices:
P. O. Box 2999
Hartford, CT 06104-2999

D. Name and address of agent for service:
Rodney J. Vessels, Esquire
Hartford Life Companies
P. O. Box 2999
Hartford, CT 06104-2999

It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b) of Rule 485
----
X on (May 1, 1995) pursuant to paragraph (b)(1)(v) of Rule 485
----
60 days after filing pursuant to paragraph (a)(1) of rule 485
----
on May 1, 1995 pursuant to paragraph (a)(1) of Rule 485
----
75 days after filing pursuant to paragraph (a)(2) of Rule 485
----
on pursuant to paragraph (a)(2) of rule 485
---- ____________________

E. Title and amount of securities being registered:

An indefinite amount of Flexible Premium Variable Life Insurance Contracts
was reviously registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940.

The Rule 24f-2 Notice for the Registrant's most recent fiscal year will be
filed on or about February 28, 1995.

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

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G. Amount of filing fee: Paid

H. Approximate date of proposed public offering:

As soon as practicable after the effective date of this registration
statement.
The registrant hereby represents that it is relying on Section (13)(i)(B)
of Rule 6e-3(T).

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HARTFORD LIFE INSURANCE COMPANY PUTNAM CAPITAL MANAGER LIFE
P. O. BOX 2999 Modified Single Premium
HARTFORD, CT 06104-2999 Variable Life Insurance Contracts
TELEPHONE (800)231-5453

This prospectus describes the Putnam Capital Manager Life modified single
premium variable life insurance contracts ("Contracts") offered by Hartford Life
Insurance Company ("Hartford Life") to applicants age 90 and under. The
Contract lets the Contract Owner pay a single premium and, subject to
restrictions, additional premiums.

The Contract is a modified endowment contract for federal income tax purposes,
except in certain cases described under "Federal Tax Considerations," page ___.
A LOAN, DISTRIBUTION OR OTHER AMOUNT RECEIVED FROM A MODIFIED ENDOWMENT CONTRACT
DURING THE LIFE OF THE INSURED WILL BE TAXED TO THE EXTENT OF ANY ACCUMULATED
INCOME IN THE CONTRACT. ANY AMOUNTS THAT ARE TAXABLE WITHDRAWALS WILL BE
SUBJECT TO A 10% ADDITIONAL TAX, WITH CERTAIN EXCEPTIONS.

Generally, the minimum initial premium Hartford Life will accept is $10,000.
The initial premium will be allocated to the PCM Money Market Fund. After the
Right to Cancel Period has expired, the amount so allocated will be transferred
to the Funds specified in the Contract Owner's application. The following
underlying investment portfolios ("Funds") of Putnam Capital Manager Trust are
available under the Contracts: PCM Asia Pacific Growth Fund, PCM Diversified
Income Fund, PCM Global Asset Allocation Fund, PCM Global Growth Fund, PCM
Growth and Income Fund, PCM High Yield Fund, PCM Money Market Fund, PCM New
Opportunities Fund, PCM U.S. Government and High Quality Bond Fund, PCM
Utilities Growth and Income Fund and PCM Voyager Fund.

There is no guaranteed minimum Account Value for a Contract. The Account Value
of a Contract will vary up or down to reflect the investment experience of the
Funds to which premiums have been allocated. The Contract Owner bears the
investment risk for all amounts so allocated. The Contract continues in effect
while the Cash Surrender Value is sufficient to pay the monthly charges under
the Contract ("Deduction Amount").

The Contracts provide for a Face Amount, which is the minimum death benefit
under the Contract. The death benefit ("Death Benefit") may be greater than the
Face Amount. The Account Value will, and under certain

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circumstances the Death Benefit of the Contract may, increase or decrease based
on the investment experience of the Funds to which premiums have been allocated.
However, while the Contract is in force, the Death Benefit will never be less
than the Face Amount. At the death of the Insured, we will pay the death
proceeds ("Death Proceeds") to the beneficiary. The Death Proceeds equal the
Death Benefit less any Indebtedness under the Contract.

IT MAY NOT BE ADVANTAGEOUS TO PURCHASE VARIABLE LIFE INSURANCE AS A REPLACEMENT
FOR YOUR CURRENT LIFE INSURANCE OR IF YOU ALREADY OWN A VARIABLE LIFE INSURANCE
CONTRACT.

THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED BY THE CURRENT PROSPECTUSES OF THE
APPLICABLE ELIGIBLE FUNDS WHICH CONTAIN A FULL DESCRIPTION OF THOSE FUNDS. ALL
PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

THE PRODUCTS DESCRIBED HEREIN ARE NOT DEPOSITS OF, OR GUARANTEED BY ANY BANK,
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

The date of this Prospectus is May 1, 1995.

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SPECIAL TERMS

As used in this Prospectus, the following terms have the indicated meanings:

ACCOUNT VALUE: The current value of Accumulation Units plus the value of the
Loan Account under the Contract.

ACCUMULATION UNIT: An accounting unit of measure used to calculate the value of
a Sub-Account.

ANNUAL WITHDRAWAL AMOUNT: The amount of a surrender or partial withdrawal that
is not subject to the contingent deferred sales charge. This amount in any
Contract year is the greater of 10% of premiums or 100% of cumulative earnings
(Account Value less premiums paid).

CASH SURRENDER VALUE: The Account Value less any contingent deferred sales
charge and additional premium tax charge and all Indebtedness.

CODE: The Internal Revenue Code of 1986, as amended.

CONTRACT ANNIVERSARY: The yearly anniversary of the Contract Date.

CONTRACT DATE: A date not later than three business days after receipt of the
initial premium at Hartford Life's Home Office.

CONTRACT OWNER: The person having rights to benefits under the Contract during
the lifetime of the Insured; the Contract Owner may or may not be the Insured.

CONTRACT YEARS: Annual periods computed from the Contract Date.

COVERAGE AMOUNT: The Death Benefit less the Account Value.

DEATH BENEFIT: The greater of (1) the Face Amount specified in the Contract or
(2) the Account Value on the date of death multiplied by a stated percentage as
specified in the Contract.

DEATH PROCEEDS: The amount that we will pay on the death of the Insured. This
equals the Death Benefit less any Indebtedness.

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DEDUCTION AMOUNT: A deduction on the Contract Date and on each Monthly Activity
Date for the cost of insurance, a tax expense charge, an administrative charge
and a mortality and expense risk charge.

FACE AMOUNT: On the Contract Date, the initial Face Amount is the amount shown
on the Contract's Specifications page. Thereafter, the Face Amount is reduced
by any partial withdrawals.

FUNDS: Currently, the portfolios of Putnam Capital Manager Trust described on
page ____ of this Prospectus.

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SPECIAL TERMS
(continued)

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

INDEBTEDNESS: All monies owed to Hartford Life by the Contract Owner. These
monies include all outstanding loans on the Contract, including any interest due
or accrued Deduction Amount or Annual Maintenance Fee.

INSURED: The person on whose life the Contract is issued.

LOAN ACCOUNT: An account in Hartford Life's General Account, established for
any amounts transferred from the Sub-Accounts for requested loans. The Loan
Account credits a fixed rate of interest of 4% per annum that is not based on
the investment experience of the Separate Account.

MONTHLY ACTIVITY DATE: The day of each month on which the Deduction Amount is
deducted from the Account Value of the Contract. Monthly Activity Dates occur
on the same day of the month as the Contract Date.

SEPARATE ACCOUNT: Separate Account Five, an account established by Hartford
Life to separate the assets funding the Contracts from other assets of Hartford
Life.

SUB-ACCOUNT: The subdivisions of the Separate Account used to allocate a
Contract Owner's Account Value, less Indebtedness, among the Funds.

TRUST: Putnam Capital Manager Trust.

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

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

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TABLE OF CONTENTS

PAGE

SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . .

THE CONTRACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Application for a Contract . . . . . . . . . . . . . . . . . . . . .

Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

Monthly Deductions . . . . . . . . . . . . . . . . . . . . . . . . .

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TABLE OF CONTENTS

PAGE

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

Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

CONTRACT BENEFITS AND RIGHTS . . . . . . . . . . . . . . . . . . . . . . . .

Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . .

Account Value . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Contract Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount Payable on Surrender of the Contract . . . . . . . . . . . .

Partial Withdrawals . . . . . . . . . . . . . . . . . . . . . . . .

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

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TABLE OF CONTENTS

PAGE

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

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

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

LAST SURVIVOR CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . .

OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . .

Statements to Contract Owners . . . . . . . . . . . . . . . . . . .

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

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

Payment Options . . . . . . . . . . . . . . . . . . . . . . . . . .

Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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TABLE OF CONTENTS

PAGE

Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

DISTRIBUTION OF THE CONTRACTS . . . . . . . . . . . . . . . . . . . . . . .

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

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

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Income Taxation of Contract Benefits . .. . . . . . . . . . . . . .

Modified Endowment Contracts . . . . . . . . . . . . . . . . . . . .

Diversification Requirements . . . . . . . . . . . . . . . . . . . .

LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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TABLE OF CONTENTS

PAGE

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .

APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The Contracts may not be available in all states.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER OR OTHER PERSON IS AUTHORIZED
TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON.

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SUMMARY

THE CONTRACT

The Contracts are life insurance contracts with death benefits, cash values, and
other traditional life insurance features. The Contracts are "variable." Unlike
the fixed benefits of ordinary whole life insurance, the Account Value will, and
the Death Benefit may, increase or decrease based on the investment experience
of the Funds to which premiums have been allocated. The Contracts are credited
with units ("Accumulation Units") to calculate cash values. The Contract Owner
may transfer the cash values among the Funds.

The Contracts can be issued on a single life or "last survivor" basis. For a
discussion of how last survivor Contracts operate differently from single life
Contracts, see "Last Survivor Contracts," page ___.

THE SEPARATE ACCOUNT AND THE FUNDS

Separate Account Five ("Separate Account") funds the variable life insurance
Contracts offered by this prospectus. Hartford Life established the Separate
Account pursuant to Connecticut insurance law and organized as a unit investment
trust registered under the Investment Company Act of 1940. The Contracts
currently offer ten sub-accounts ("Sub-Accounts"), each investing exclusively in
a Fund. If an initial premium is submitted with an application for a Contract,
it will be allocated, within three business days of receipt at Hartford Life's
Home Office, to the PCM Money Market Fund. After the expiration of the Right to
Cancel Period, the values in PCM Money Market Fund will be allocated to one or
more of the Funds as specified in the Contract Owner's application. See "The
Contract - Allocation of Premiums," page ____.

Currently, the Funds of Putnam Capital Manager Trust available under the
Contracts are: PCM Asia Pacific Growth Fund, PCM Diversified Income Fund, PCM
Global Asset Allocation Fund, PCM Global Growth Fund, PCM Growth and Income
Fund, PCM High Yield Fund, PCM Money Market Fund, PCM New Opportunities Fund,
PCM U.S. Government and High Quality Bond Fund, PCM Utilities Growth and Income
Fund and PCM Voyager Fund. Applicants should read the prospectus for the Funds
accompanying this prospectus in connection with the purchase of a Contract. The
investment objectives of the Funds are as set forth in "The Separate Account,"
page ____.

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Total fund operating expenses in 1994, including management fees, were 1.20% for
the PCM Asia Pacific Growth Fund; .80% for the PCM Diversified Income Fund; .76%
for the PCM Global Asset Allocation Fund; .77% for the PCM Global Growth Fund;
.62% for the PCM Growth and Income Fund; .74% for the PCM High Yield Fund; .55%
for the PCM Money Market Fund; .71% for the PCM New Opportunities Fund; .67% for
the PCM U.S. Government and High Quality Bond Fund; .68% for the PCM Utilities
Growth and Income Fund; and .71% for the PCM Voyager Fund.

The investment adviser for all the Funds is Putnam Management Company, Inc. See
"The Separate Account," page ____.

PREMIUMS

The Contract permits the Contract Owner to pay a large single premium and,
subject to restrictions, additional premiums. The Contract Owner may choose a
minimum initial premium of 80%, 90% or 100% of the Guideline Single Premium
(based on the Face Amount). Under current underwriting rules, which are subject
to change, Applicants between the ages of 45 and 80 who pay an initial premium
of 100% of the Guideline Single Premium are eligible for simplified underwriting
without a medical examination if they meet simplified underwriting standards as
evidenced in their responses in the application. For Contract Owners who pay an
initial premium of 80% or 90% of the Guideline Single Premium or who are below
age 45 or above age 80, standard underwriting applies, except that substandard
underwriting applies only in those cases that represent substandard risks
according to customary underwriting guidelines. Additional premiums are allowed
if they do not cause the Contract to fail to meet the definition of a life
insurance contract under Section 7702 of the Code. Hartford Life may require
evidence of insurability for any additional premiums which increase the Coverage
Amount. Generally, the minimum initial premium Hartford Life will accept is
$10,000. Hartford Life may accept less than $10,000 under certain
circumstances. No premium will be accepted which does not meet the tax
qualification guidelines for life insurance under the Code.

DEDUCTIONS AND CHARGES

On the Contract Date and on each Monthly Activity Date, Hartford Life will
deduct a Deduction Amount from the Account Value. The Deduction Amount will be
made pro rata respecting each Sub-Account attributable to the Contract. The
Deduction Amount includes a cost of insurance charge, tax expense charge,
administrative charge and a mortality and expense risk charge. The monthly cost
of insurance charge is to cover Hartford Life's anticipated mortality costs. In
addition, Hartford Life will deduct monthly from the Account Value a tax expense
charge equal to an annual rate of 0.40% for the first ten Contract Years. This
charge compensates Hartford Life for premium taxes imposed by various states and
local jurisdictions and for federal taxes imposed under Section 848 of the Code.
The charge includes a premium tax deduction of 0.25% and a federal tax deduction
of 0.15%. The premium tax deduction represents an average premium tax of 2.5%
of premiums over ten

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years. Hartford Life will deduct from the Account Value attributable to the
Separate Account a monthly administrative charge equal to an annual rate of
0.40%. This charge compensates Hartford Life for administrative expenses
incurred in the administration of Separate Account and the Contracts. Hartford
Life will also deduct from the Account Value attributable to the Separate
Account a monthly charge equal to an annual rate of 0.90% for the mortality
risks and expense risks Hartford Life assumes in relation to the variable
portion of the Contracts. If the Cash Surrender Value is not sufficient to
cover a Deduction Amount due on any Monthly Activity Date the Contract may
lapse. See "Deductions and Charges - Monthly Deductions," page ___ and
"Contract Benefits and Rights - Lapse and Reinstatement," page ___.

If the Account Value on a Contract Anniversary is less than $50,000, Hartford
Life will deduct on such date an Annual Maintenance Fee of $30. This fee will
help reimburse Hartford Life for administrative and maintenance costs of the
Contracts. See "Deductions and Charges - Annual Maintenance Fee," page___.

Hartford Life may set up a provision for income taxes against the assets of the
Separate Account. See "Deductions and Charges - Charges Against The Separate
Account," page ___ and "Federal Tax Considerations," page ___.

Applicants should review the prospectuses for the Funds which accompany this
prospectus for a description of the charges assessed against the assets of the
Funds.

Upon surrender of the Contract and partial withdrawals in excess of the
Annual Withdrawal Amount, a contingent deferred sales charge may be assessed.
In Contract Years 1 through 3, this charge is 7.5% of surrendered Account Value
attributable to premiums paid. In Contract Years 4 through 5, this charge is
6%. In Contract Years 6 through 7, this charge is 4%. In Contract Years 8
through 9, this charge is 2%. After the 9th Contract Year, there is no charge.
The contingent deferred sales charge is imposed to cover a portion of the sales
expense incurred by Hartford Life in distributing the Contracts. This expense
includes agents commissions, advertising and the printing of prospectuses. See
"Deductions and Charges - Contingent Deferred Sales Charge," page ___.

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During the first nine Contract Years, an additional premium tax charge will be
imposed on surrender or partial withdrawals. See "Deductions and Charges -
Premium Tax Charges," page ___.

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

DEATH BENEFIT

The Contracts provide for a Face Amount which is the minimum Death Benefit under
the Contract. The Death Benefit may be greater than the Face Amount. At the
death of the Insured, we will pay the Death Proceeds to the beneficiary. The
Death Proceeds equal the Death Benefit less any Indebtedness under the Contract.
See "Contract Benefits and Rights - Death Benefit," page ___ .

ACCOUNT VALUE

The Account Value of the Contract will increase or decrease to reflect the
investment experience of the Funds applicable to the Contract and
deductions for the monthly Deduction Amount. There is no minimum guaranteed
Account Value and the Contract Owner bears the risk of the investment in the
Funds. See "Contract Benefits and Rights - Account Value," page ___.

CONTRACT LOANS

A Contract Owner may obtain one or both of two types of cash loans from Hartford
Life. Both types of loans are secured by the Contract. At the time a loan is
requested, the aggregate amount of all loans (including the currently applied
for loan) may not exceed 90% of the Account Value less any contingent deferred
sales charge and due and unpaid Deduction Amount. See "Contract Benefits and
Rights - Contract Loans," page ___.

LAPSE

Under certain circumstances a Contract may terminate if the Cash Surrender Value
on any Monthly Activity Date is less than the required Monthly Deduction Amount.
Hartford Life will give written notice to the Contract Owner and a 61 day grace
period during which additional amounts may be paid to continue the Contract.
See "Contract Benefits and Rights - Contract Loans," page ________ and "Lapse
and Reinstatement," page ___.

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CANCELLATION AND EXCHANGE RIGHTS

An applicant has a limited right to return his or her Contract for cancellation.
If the applicant returns the Contract, by mail or hand delivery, to Hartford
Life or to the agent who sold the Contract, to be cancelled within 10 days after
delivery of the Contract to the applicant (in certain cases, this free-look
period is longer), Hartford Life will return to the applicant within 7 days
thereafter the greater of the premiums paid for the Contract or the sum of (1)
the Account Value on the date the returned Contract is received by Hartford Life
or its agent and (2) any deductions under Contract or by the Funds for taxes,
charges or fees.

In addition, once the Contract is in effect it may be exchanged during the first
24 months after its issuance for a permanent life insurance contract on the life
of the Insured without submitting proof of insurability. See "Contract Benefits
and Rights - Cancellation and Exchange Rights," page ___.

TAX CONSEQUENCES

The current Federal tax law generally excludes all death benefit payments from
the gross income of the Contract beneficiary. The Contracts generally will be
treated as modified endowment contracts. This status does not affect the
Contracts' classification as life insurance, nor does it affect the exclusion of
death benefit payments from gross income. However, loans, distributions or other
amounts received under a modified endowment contract are taxed to the extent of
accumulated income in the Contract (generally, the excess of Account Value over
premiums paid) and may be subject to a 10% penalty tax. See "Federal Tax
Considerations," page ___.

THE COMPANY

Hartford Life Insurance Company was originally incorporated under the laws of
Massachusetts on June 5, 1902. It was subsequently redomiciled to Connecticut.
It is a stock life insurance company engaged in the business of writing health
and life insurance, both ordinary and group, in all states of the United States
and the District of Columbia. Hartford Life is ultimately one hundred percent
owned by Hartford Fire Insurance Company, one of the largest multiple lines
insurance carriers

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in the United States. Hartford Fire Insurance Company is a subsidiary of ITT
Corporation. Hartford Life has an A++(superior) rating from A.M. Best and
Company, Inc. Hartford Life has an AA+ rating from Standard and Poor's and Duff
and Phelps highest rating (AAA) on the basis of its claims paying ability.

These ratings do not apply to the performance of the Separate Account. However,
the contractual obligations under the Contracts are the general corporate
obligations of Hartford Life. These ratings do apply to Hartford Life's ability
to meet its insurance obligations under the contract.

Hartford Life is subject to Connecticut law governing insurance companies and is
regulated and supervised by the Connecticut Commissioner of Insurance. An
annual statement in a prescribed form must be filed with that Commissioner on or
before March 1 in each year covering the operations of Hartford Life for the
preceding year and its financial condition on December 31 of such year. Its
books and assets are subject to review or examination by the Commissioner or his
agents at all times, and a full examination of its operations is conducted by
the National Association of Insurance Commissioners ("NAIC") at least once in
every four years. In addition, Hartford Life is subject to the insurance laws
and regulations of any jurisdiction in which it sells its insurance contracts.
Hartford Life is also subject to various Federal and state securities laws and
regulations.

THE SEPARATE ACCOUNT

GENERAL

Separate Account Five ("Separate Account") is a separate account of Hartford
Life established on August 17, 1994 pursuant to the insurance laws of the State
of Connecticut and organized as a unit investment trust registered with the
Securities and Exchange Commission under the Investment Company Act of 1940.
The Separate Account meets the definition of "separate account" under federal
securities law. Under Connecticut law, the assets of the Separate Account are
held exclusively for the benefit of Contract Owners and persons entitled to
payments under the Contracts. The assets for the Separate Account are not
chargeable with liabilities arising out of any other business which Hartford
Life may conduct.

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FUNDS

The underlying investment for the Contracts are shares of Putnam Capital Manager
Trust, an open-end diversified series investment company with multiple
portfolios ("Funds"). The assets of each Sub-Account of the Separate Account
are invested exclusively in one of the Funds. The underlying Funds
corresponding to each Sub-Account and their investment objectives are described
below. Hartford Life reserves the right, subject to compliance with the law, to
offer additional funds with differing investment objectives. There is no
assurance that any of the Funds will achieve its stated objectives.

PCM ASIA PACIFIC GROWTH FUND

Seeks capital appreciation by investing primarily in securities of companies
located in Asia and in the Pacific Basin.

PCM DIVERSIFIED INCOME FUND

Seeks high current income consistent with capital preservation by investing in
the following three sections of the fixed income securities markets: U.S.
Government Sector, High Yield Sector, and International Sector.

PCM GLOBAL ASSET ALLOCATION FUND

Seeks a high level of long-term total return consistent with preservation of
capital by investing in U.S. equities, international equities, U.S. Fixed
Income, and International Fixed Income.

PCM GLOBAL GROWTH FUND

Seeks capital appreciation through a globally diversified common stock
portfolio.

PCM GROWTH AND INCOME FUND

Seeks capital growth and current income by investing primarily in common stocks
that offer potential for capital growth, current income, or both.

PCM HIGH YIELD FUND

Seeks high current income by investing primarily in high-yielding, lower-rated
fixed income securities (commonly referred to as junk bonds), constituting a
diversified portfolio which is believed not to involve undue risk to income or
principal. Capital growth is a secondary objective when consistent with

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the objectives of seeking high current income. See the special considerations
for investments for high yield securities disclosed in the Fund prospectus.

PCM MONEY MARKET FUND

Seeks to achieve as high a level of current income as is consistent with
liquidity and preservation of capital by investing in money market securities.

PCM NEW OPPORTUNITIES FUND

Seeks long-term capital appreciation by investing principally in common stocks
of companies in sections of the economy which may possess above-average
long-term growth potential.

PCM U.S. GOVERNMENT AND HIGH QUALITY BOND FUND

Seeks current income consistent with preservation of capital through investment
in securities issued or guaranteed as to principal and interest by the U.S.
Government or by its agencies or instrumentalities and in other debt obligations
rated at least A by Standard & Poor's or Moody's or, if not rated, determined by
Putnam Management to be of comparable quality.

PCM VOYAGER FUND

Seeks capital appreciation primarily from a portfolio of common stocks which are
believed to have potential for capital appreciation which is significantly
greater than that of market averages.

PCM UTILITIES GROWTH AND INCOME FUND

Seeks capital growth and current income by concentrating its investments in
securities issued by Companies in the public utilities industries.

The PCM Asia Pacific Growth Fund, PCM Diversified Income Fund, PCM Growth and
Income Fund, PCM High Yield Fund, PCM Global Growth Fund, PCM Money Market Fund,
PCM New Opportunities Fund, PCM Utilities Growth and Income Fund, and PCM
Voyager Fund are generally managed in styles similar to other open-end
investment companies which are managed by Putnam Management and whose shares
are generally offered to the public. These other Putnam funds may, however,
employ different investment practices and may invest in

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<PAGE>

securities different from those in which their counterpart Funds invest, and
consequently will not have identical portfolios or experience identical
investment results.

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

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

INVESTMENT ADVISER

Putnam Investment Management, Inc. ("Putnam Management"), One Post Office
Square, Boston, Massachusetts, 02109, serves as the investment manager for the
Funds. Two affiliates, The Putnam Advisory Company, Inc. and Putnam Capital
Management, Inc., manage domestic and foreign institutional accounts and mutual
funds. Putnam Management and its affiliates are wholly-owned subsidiaries of
Marsh & McLennan Companies, Inc., a publicly owned holding company whose
principal businesses are international insurance brokerage and employee benefit
consulting.

Subject to the general oversight of the Trustees of the Trust, Putnam Management
manages the Funds' portfolios in accordance with their stated investment
objectives and policies, makes investment decisions for the Funds, places orders
to purchase and sell securities on behalf of the Funds, and administers the
affairs of the Funds. For its services, the

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<PAGE>

Funds pay Putnam Management a quarterly fee. See the accompanying Trust
Prospectus for a more complete description of Putnam Management and the
respective fees of the Funds.

THE CONTRACT

APPLICATION FOR A CONTRACT

Individuals wishing to purchase a Contract must submit an application to
Hartford Life. A Contract will be issued only on the lives of insureds age 90
and under who supply evidence of insurability satisfactory to Hartford Life.
Acceptance is subject to Hartford Life's underwriting rules and Hartford Life
reserves the right to reject an application for any reason. IF A CONTRACT IS
NOT ISSUED, THE PREMIUMS WILL BE RETURNED TO YOU WITHOUT INTEREST. No change in
the terms or conditions of a Contract will be made without the consent of the
Contract Owner.

The Contract will be effective on the Contract Date only after Hartford Life has
received all outstanding delivery requirements and received the initial premium.
The Contract Date is the date used to determine all future cyclical transactions
on the Contract, e.g., Monthly Activity Date, Contract Months and Contract
Years. The Contract Date may be prior to, or the same as, the date the Contract
is issued ("Issue Date").

If the Coverage Amount is over then current limits established by Hartford Life,
the initial payment will not be accepted with the application. In other cases
where we receive the initial payment with the application, we will provide fixed
conditional insurance during underwriting according to the terms of a
conditional receipt. The fixed conditional insurance will be the insurance
applied for, up to a maximum that varies by age. If no fixed conditional
insurance was in effect, on Contract delivery we will require a sufficient
payment to place the insurance in force.

PREMIUMS

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<PAGE>

45 and 80 who pay an initial premium of 100% of the Guideline Single Premium
(subject to then current premium limits) are eligible for simplified
underwriting without a medical examination if they meet simplified underwriting
standards as evidenced in their responses in the application. For Contract
Owners who pay an initial premium of 80% or 90% of the Guideline Single Premium
or who are below age 45 or above age 80, standard underwriting applies, except
that substandard underwriting applies only in those cases that represent
substandard risks according to customary underwriting guidelines. Additional
premiums are allowed if they do not cause the Contract to fail to meet the
definition of a life insurance contract under Section 7702 of the Code.
Hartford Life may require evidence of insurability for any additional premiums
which increase the Coverage Amount. Generally, the minimum initial premium
Hartford Life will accept is $10,000. Hartford Life may accept less than
$10,000 under certain circumstances. No premium will be accepted which does not
meet the tax qualification guidelines for life insurance under the Code.

ALLOCATION OF PREMIUMS

Within three business days of receipt of a completed application and the initial
premium at Hartford Life's Home Office, Hartford Life will allocate the entire
premium to the PCM Money Market Fund. After the expiration of the Right To
Cancel Period the Account Value in the PCM Money Market Fund. will be allocated
among the Funds in whole percentages to purchase Accumulation Units in the
applicable Sub-Accounts as the Contract Owner directs in the application.
Premiums received on or after the expiration of the Right to Cancel Period will
be allocated among the Sub-Accounts to purchase Accumulation Units in such Sub-
Accounts as directed by the Contract Owner or, in the absence of directions, as
specified in the original application. The number of Accumulation Units in each
Sub-Account to be credited to a Contract (including the initial allocation to
the PCM Money Market Fund) will be determined first by multiplying the premium
by the percentage to be allocated to each Fund to determine the portion to be
invested in the Sub-Account. Each portion to be invested in each Sub-Account is
then divided by the then Accumulation Unit Value of that particular Sub-Account
next computed after receipt of the payment.

ACCUMULATION UNIT VALUES

The Accumulation Unit Value for each Sub-Account will vary to reflect the
investment experience of the applicable Fund and will be determined

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<PAGE>

on each Valuation Day by multiplying the Accumulation Unit Value of the
particular Sub-Account on the preceding Valuation Day by a "Net Investment
Factor" for that Sub-Account for the Valuation Period then ended. The Net
Investment Factor for each Sub-Account is the net asset value per share of the
corresponding Fund at the end of the Valuation Period (plus the per share
dividends or capital gains by that Fund if the ex-dividend date occurs in the
Valuation Period then ended) divided by the net asset value per share of the
corresponding Fund at the beginning of the Valuation Period. Applicants should
refer to the prospectuses for the Funds which accompany this prospectus for a
description of how the assets of each Fund are valued since such determination
has a direct bearing on the Accumulation Unit Value of the Sub-Account and
therefore the Account Value of a Contract. See ALSO, "Contract Benefits and
Rights - Account Value," page ___.

All valuations in connection with a Contract, e.g., with respect to determining
Account Value and Cash Surrender Value and in connection with Contract Loans, or
calculation of Death Benefits, or with respect to determining the number of
Accumulation Units to be credited to a Contract with each premium, other than
the initial premium, will be made on the date the request or payment is received
by Hartford Life at its Home Office if such date is a Valuation Day; otherwise
such determination will be made on the next succeeding date which is a Valuation
Day.

DEDUCTIONS AND CHARGES

MONTHLY DEDUCTIONS

On the Contract Date, and on each Monthly Activity Date after the Contract Date,
Hartford Life will deduct an amount ("Deduction Amount") to cover charges and
expenses incurred in connection with a Contract. Each monthly Deduction Amount
will be deducted pro rata from each Sub-Account attributable to the Contract
such that the proportion of Account Value of the Contract attributable to each
Sub-Account remains the same before and after the deduction. The Deduction
Amount will vary from month to month. If the Cash Surrender Value is not
sufficient to cover a Deduction Amount due on any Monthly Activity Date, the
Contract may lapse. See "Contract Benefits and Rights - Lapse and
Reinstatement," page ___. The following is a summary of the monthly deductions
and charges which constitute the Deduction Amount:

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<PAGE>

COST OF INSURANCE CHARGE: The cost of insurance charge covers Hartford Life's
anticipated mortality costs for standard and substandard risks. Current cost of
insurance rates are lower after the 10th Contract Year and are based on whether
100%, 90% or 80% of the Guideline Single Premium has been paid. The current
cost of insurance charge will not exceed the guaranteed cost of insurance
charge. This charge is a guaranteed maximum monthly rate multiplied by the
Coverage Amount on the Contract Date or any Monthly Activity Date. For standard
risks, the guaranteed cost of insurance rate is based on the 1980 Commissioners
Standard Ordinary Mortality Table, age last birthday (Unisex rates may be
required in some states.) A table of guaranteed cost of insurance rates per
$1,000 will be included in each Contract; however, Hartford Life reserves the
right to use rates less than those shown in the table. Substandard risks will
be charged at a higher cost of insurance rate that will not exceed rates based
on a multiple of the 1980 Commissioners Standard Ordinary Mortality Table, age
last birthday. The multiple will be based on the insured's substandard rating.

The Coverage Amount is first set on the Contract Date and then on each Monthly
Activity Date. On such days, it is the Face Amount less the Account Value
subject to a Minimum Coverage Amount. The Coverage Amount remains level between
the Monthly Activity Dates.

The Coverage Amount may be adjusted to continue to qualify the Contracts as life
insurance contracts under the current Federal tax law. Under that law, the
Minimum Coverage Amount is a stated percentage of the Account Value of the
Contract determined on each Monthly Activity Date. The percentages vary
according to the attained age of the Insured.

EXAMPLE:

Face Amount = $100,000
Account Value on the Monthly Activity Date = $30,000
Insured's attained age = 40
Minimum Coverage Amount percentage for age 40 = 150%

On the Monthly Activity Date, the Coverage Amount is $70,000. This is
calculated by subtracting the Account Value on the Monthly Activity
Date ($30,000) from the Face Amount ($100,000), subject to a possible Minimum
Coverage Amount adjustment. This Minimum Coverage Amount is determined by
taking a percentage of the Account Value on the Monthly Activity

<PAGE>
Date. In this case, the Minimum Coverage Amount is $45,000 (150% of $30,000).
Since $45,000 is less than the Face Amount less the Account Value ($70,000), no
adjustment is necessary. Therefore, the Coverage Amount will be $70,000.

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

Because the Account Value and, as a result, the Coverage Amount under a Contract
may vary from month to month, the cost of insurance charge may also vary on each
Monthly Activity Date.

TAX EXPENSE CHARGE: Hartford Life will deduct monthly from the Account Value a
tax expense charge equal to an annual rate of 0.40% for the first ten Contract
Years. This charge compensates Hartford Life for premium taxes imposed by
various states and local jurisdictions and for federal taxes imposed under
Section 848 of the Code. The charge includes a premium tax deduction of 0.25%
and a federal tax deduction of 0.15%. The 0.25% premium tax deduction over ten
Contract Years approximates Hartford Life's average expenses for state and local
premium taxes (2.5%). Premium taxes vary, ranging from zero to more than 4.0%.
The premium tax deduction is made whether or not any premium tax applies. The
deduction may be higher or lower than the premium tax imposed. However,
Hartford Life does not expect to make a profit from this deduction. The 0.15%
federal tax deduction helps reimburse Hartford Life for approximate expenses
incurred from federal taxes under Section 848 of the Code. The federal tax
deduction is a factor Hartford Life must use when computing the maximum sales
load chargeable under SEC rules.

ADMINISTRATIVE CHARGE: Hartford Life will deduct monthly from the Account Value
attributable to the Separate Account an administrative charge equal to an annual
rate of 0.40%. This charge compensates Hartford Life for administrative
expenses incurred in the administration of Separate Account and the Contracts.

MORTALITY AND EXPENSE RISK CHARGE: Hartford Life will deduct monthly from the
Account Value attributable to the Separate Account a charge equal to an annual
rate of 0.90% for the mortality risks and expense risks Hartford Life assumes in
relation to the variable portion of the

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<PAGE>

Contracts. The mortality risk assumed is that the cost of insurance charges
specified in the Contract will be insufficient to meet claims. Hartford Life
also assumes a risk that the Face Amount (the minimum Death Benefit) will exceed
the Coverage Amount on the date of death plus the Account Value on the date
Hartford Life receives written notice of death. The expense risk assumed is
that expenses incurred in issuing and administering the Contracts will exceed
the administrative charges set in the Contract. Hartford Life may profit from
the mortality and expense risk charge and may use any profits for any proper
purpose, including any difference between the cost it incurs in distributing the
Contracts and the proceeds of the contingent deferred sales charge.

ANNUAL MAINTENANCE FEE: If the Account Value on a Contract Anniversary is less
than $50,000, Hartford Life will deduct on such date an Annual Maintenance Fee
of $30. This fee will help reimburse Hartford Life for administrative and
maintenance costs of the Contracts. The sum of the monthly administrative
charges and the annual maintenance fee will not exceed the cost Hartford Life
incurs in providing administrative services under the Contracts.

TAXES CHARGED AGAINST THE SEPARATE ACCOUNT

Currently, no charge is made to the Separate Account for Federal income taxes
that may be attributable to the Separate Account. Hartford Life may, however,
make such a charge in the future. Charges for other taxes, if any, attributable
to the Separate Account may also be made.

CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund shares reflects investment advisory fees and
administrative expenses already deducted from the assets of the Funds. These
charges are described in the prospectus for the Funds.

CONTINGENT DEFERRED SALES CHARGE

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<PAGE>

In determining the contingent deferred sales charge and the additional premium
tax charge discussed below, any surrender or partial withdrawal during the first
ten Contract Years will be deemed first from premiums paid and then from
earnings. If an amount equal to all premiums paid has been withdrawal, no
charge will be assessed on withdrawal of the remaining Account Value.

The contingent deferred sales charge is imposed to cover a portion of the sales
expense incurred by Hartford Life in distributing the Contracts. This expense
includes agents commissions, advertising and the printing of prospectuses.

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

PREMIUM TAX CHARGE

During the first nine Contract Years, an additional premium tax charge will be
imposed on surrender or partial withdrawals. The additional premium tax charge
is shown below, as a percent of Account Value at the end of each Contract Year:

CONTRACT
YEAR RATE
____ ____

1 2.50%
2 2.25%
3 2.00%
4 1.75%
5 1.50%
6 1.25%
7 1.00%
8 0.75%
9 0.50%
10+ 0.00%

After the ninth Contract Year, no additional premium tax charge will be imposed.

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<PAGE>

CONTRACT BENEFITS AND RIGHTS

DEATH BENEFIT

The Contracts provide for the payment of the Death Proceeds to the named
beneficiary when the Insured under the Contract dies. The Death Proceeds
payable to the beneficiary equal the Death Benefit less any loans outstanding.
The Death Benefit equals the greater of (1) the Face Amount or (2) the Account
Value multiplied by a specified percentage. The percentages vary according to
the attained age of the Insured and are specified in the Contract. Therefore,
an increase in Account Value may increase the Death Benefit. However, because
the Death Benefit will never be less than the Face Amount, a decrease in Account
Value may decrease the Death Benefit but never below the Face Amount.

EXAMPLES:

A B
-------- --------
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%

In Example A, the Death Benefit equals $116,250, i.e., the greater
of $100,000 (the Face Amount) or $116,250 (the Account Value at the
Date of Death of $46,500, multiplied by the specified percentage of
250%). This amount less any outstanding loans constitutes the
Death Proceeds which we would pay to the beneficiary.

In Example B, the death benefit is $100,000, i.e., the greater of
$100,000 (the Face Amount) or $85,000 (the Account Value of $34,000
multiplied by the specified percentage of 250%).

All or part of the Death Proceeds may be paid in cash or applied under a
"Payment Option." See "Other Matters - Payment Options," page___.

ACCOUNT VALUE

The Account Value of a Contract will be computed on each Valuation Day. The
Account Value will vary to reflect the investment experience of the Funds, the
value of the Loan Account and the monthly Deduction Amounts. There is no
minimum guaranteed Account Value.

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<PAGE>

The Account Value of a particular Contract is related to the net asset value of
the Funds to which premiums on the Contract have been allocated. The Account
Value on any Valuation Day is calculated by multiplying the number of
Accumulation Units credited to the Contract in each Sub-Account as of the
Valuation Day by the then Accumulation Unit Value of that Sub-Account and then
summing the result for all the Sub-Accounts credited to the Contract and the
value of the Loan Account. See "The Contract - Accumulation Unit Values," page
.

TRANSFER OF ACCOUNT VALUE

While the Contract remains in effect and subject to Hartford Life's transfer
rules then in effect, the Contract Owner may request that part or all of the
Account Value of a particular Sub-Account be transferred to other Sub-Accounts.
Hartford Life reserves the right to restrict the number of such transfers to no
more than 12 per Contract Year with no two transfers being made on consecutive
Valuation Days. However, there are no restrictions on the number of transfers
at the present time. Transfers may be made by written request or by calling
toll free 1-800-231-5453. Transfers by telephone may be made by the agent of
record or by the attorney-in-fact pursuant to a power of attorney. Telephone
transfers may not be permitted in some states. The policy of Hartford Life and
its agents and affiliates is that they will not be responsible for losses
resulting from acting upon telephone requests reasonably believed to be genuine.
Hartford Life will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine; otherwise, Hartford Life may be liable
for any losses due to unauthorized or fraudulent instructions. The procedures
Hartford Life follows for transactions initiated by telephone include
requirements that callers on behalf of a Contract Owner identify themselves and
the Contract Owner by name and social security number or other identifying
information. All transfer instructions by telephone are tape recorded.

Hartford Life may modify the right to reallocate Account Value among the Sub-
Accounts if Hartford Life determines, in its sole discretion, that the exercise
of that right by one or more Contract Owners is, or would be, to the
disadvantage of other Contract Owners. Any modification could be applied to
transfers to or from some or all of the Sub-Accounts and could include, but not
be limited to, the requirement of a minimum period between each transfer, not
accepting transfer requests of an agent acting under the power of attorney on
behalf of more than one Contract Owner, or limiting the dollar amount that may
be transferred

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<PAGE>

among the Sub-Accounts at one time. These restrictions may be applied in any
manner reasonably designed to prevent any use of the transfer right that
Hartford Life considered to be disadvantageous to other Contract Owners.

As a result of a transfer, the number of Accumulation Units credited to the Sub-
Account from which the transfer is made will be reduced by the number obtained
by dividing the amount transferred by the Accumulation Unit Value of that Sub-
Account on the Valuation Date Hartford Life receives the transfer request. The
number of Accumulation Units credited to the Sub-Account to which the transfer
is made will be increased by the number obtained by dividing the amount
transferred by the Accumulation Unit Value of that Sub-Account on the Valuation
Date Hartford Life receives the transfer request.

CONTRACT LOANS

While the Contract is in effect, a Contract Owner may obtain, without the
consent of the beneficiary (provided the designation of beneficiary is not
irrevocable), one or both of two types of cash loans from Hartford Life. Both
types of loans are secured by the Contract. The aggregate loans (including the
currently applied for loan) may not exceed at the time a loan is requested 90%
of the Account Value less any contingent deferred sales charge and due and
unpaid Deduction Amount.

The loan amount will be transferred pro rata from each Sub-Account attributable
to the Contract (unless the Contract Owner specifies otherwise) to the Loan
Account. The amounts allocated to the Loan Account will bear interest at a rate
of 4% per annum (6% for "Preferred Loans"). The amount of the Loan Account that
equals the difference between the Account Value and the total of all premiums
paid under the Contract is considered a "Preferred Loan." The loan interest
rate that Hartford Life will charge on all loans is 6% per annum. The
difference between the value of the Loan Account and the Indebtedness will be
transferred on a pro-rata basis from the Sub-Accounts to the Loan Account on
each Monthly Activity Date.

If the aggregate outstanding loan(s) secured by the Contract exceeds the Account
Value of the Contract less any contingent deferred sales charges and due and
unpaid Deduction Amount, Hartford Life will give written

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<PAGE>

notice to the Contract Owner that unless Hartford Life receives an additional
payment within 61 days to reduce the aggregate outstanding loan(s) secured by
the Contract, the Contract may lapse.

All or any part of any loan secured by a Contract may be repaid while the
Contract is still in effect. When loan repayments or interest payments are
made, the repayment will be allocated among the Sub-Account(s) from which, and
in the same percentages as, the loan was originally deducted (unless the
Contract Owner requests a different allocation) and an amount equal to the
payment will be deducted from the Loan Account. Any outstanding loan at the end
of a Grace Period must be repaid before the Contract will be reinstated. See
"Contract Benefits and Rights - Lapse and Reinstatement," page ___.

A loan, whether or not repaid, will have a permanent effect on the Account Value
because the investment results of each Sub-Account will apply only to the amount
remaining in such Sub-Accounts. The longer a loan is outstanding, the greater
the effect is likely to be. The effect could be favorable or unfavorable. If
the Sub-Accounts earn more than 4% per annum, the annual interest rate for
amounts held in the Loan Account, a Contract Owner's Account Value will not
increase as rapidly as it would have had no loan been made. If the Sub-Accounts
earn less than 4% per annum, the Contract Owner's Account Value will be greater
than it would have been had no loan been made. Also, if not repaid, the
aggregate outstanding loan(s) will reduce the Death Proceeds and Cash Surrender
Value otherwise payable.

AMOUNT PAYABLE ON SURRENDER OF THE CONTRACT

While the Contract is in effect, a Contract Owner may elect, without the consent
of the beneficiary (provided the designation of beneficiary is not irrevocable),
to fully surrender the Contract. Upon surrender, the Contract Owner will
receive the Cash Surrender Value determined as of the day Hartford Life receives
the Contract Owner's written request or the date requested by the Contract Owner
whichever is later. The Cash Surrender Value equals the Account Value less any
contingent deferred sales charges and additional premium tax charge and all
Indebtedness. Hartford Life will pay the Cash Surrender Value of the Contract
within seven days of receipt by Hartford Life of the written request or on the
effective surrender date requested by the Contract Owner, whichever is later.
The Contract will terminate on the date of receipt of the written request, or
the date the Contract Owner requests the surrender to be effective, whichever is
later. For a discussion of the tax

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<PAGE>

consequences of surrendering the Contract, see "Federal Tax Considerations,"
page ___.

If the Contract Owner chooses to apply the surrender proceeds to a payment
option (see "Other Matters - Payment Options," page ___), the contingent
deferred sales charge will not be imposed to the surrender proceeds applied to
the option. In other words, the surrender proceeds will equal the Cash
Surrender Value without reduction for the contingent deferred sales charge.
However, the additional premium tax charge, if applicable, will be deducted from
the surrender proceeds to be applied, and amounts withdrawn from Options 1, 5 or
6 will be subject to the contingent deferred sales charge, if applicable.

PARTIAL WITHDRAWALS

While the Contract is in effect, a Contract Owner may elect, by written request,
to make partial withdrawals from the Cash Surrender Value. The Cash Surrender
Value, after partial withdrawal, must at least equal Hartford Life's minimum
amount rules then in effect; otherwise, the request will be treated as a request
for full surrender. The partial withdrawal will be deducted pro rata from each
Sub-Account, unless the Contract Owner instructs otherwise. The Face Amount
will be reduced proportional to the reduction in the Account Value due to the
partial withdrawal. Partial withdrawals will be deemed to be first from
earnings, if any, and then from premiums paid. Partial withdrawals in excess of
the Annual Withdrawal Amount will be subject to the contingent deferred sales
charge and any additional premium tax charges. See "Deductions and Charges -
Contingent Deferred Sales Charge, Premium Tax Charge." For a discussion of the
tax consequences of partial withdrawals, see "Federal Tax Considerations," page
___.

BENEFITS AT MATURITY

If the Insured is living on the "Maturity Date" (the anniversary of the Contract
Date on which the Insured is age 100), on surrender of the Contract to Hartford
Life, Hartford Life will pay to the Contract Owner the Cash Surrender Value. In
such case, the Contract will terminate and Hartford Life will have no further
obligations under the Contract. (The Maturity Date may be extended by rider
where approved, but see "Income Taxation of Contract Benefits.")

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<PAGE>

LAPSE AND REINSTATEMENT

The Contract will remain in effect until the Cash Surrender Value is
insufficient to cover a Deduction Amount due on a Monthly Activity Date.
Hartford Life will give written notice to the Contract Owner that if an amount
shown in the notice (which will be sufficient to cover the Deduction Amount(s)
due) is not paid within 61 days ("Grace Period"), there is a danger of lapse.

The Contract will continue through the Grace Period, but if no payment is
forthcoming, it will terminate at the end of the Grace Period. If the person
insured under the Contract dies during the Grace Period, the Death Proceeds
payable under the Contract will be reduced by the Deduction Amount(s) due and
unpaid. See "Contract Benefits and Rights - Death Benefit," page ___.

If the Contract lapses, the Contract Owner may apply for reinstatement of the
Contract by payment of the reinstatement premium (and any applicable charges)
shown in the Contract. A request for reinstatement may be made within five
years of lapse. If a loan was outstanding at the time of lapse, Hartford Life
will require repayment of the loan before permitting reinstatement. In
addition, Hartford Life reserves the right to require evidence of insurability
satisfactory to Hartford Life.

CANCELLATION AND EXCHANGE RIGHTS

An Applicant has a limited right to return a Contract for cancellation. If the
Contract is returned, by mail or personal delivery to Hartford Life or to the
agent who sold the Contract, to be cancelled within 10 days after delivery of
the Contract to the Contract Owner (a longer free-look period is provided in
certain cases), Hartford Life will return to the Applicant within 7 days the
greater of premiums paid for the Contract or the sum of (1) the Account Value on
the date the returned Contract is received by Hartford Life or its agent and (2)
any deductions under Contract or by the Funds for taxes, charges or fees.

Once the Contract is in effect, it may be exchanged during the first 24 months
after its issuance, for a non-variable flexible premium adjustable life
insurance contract offered by Hartford Life (or an affiliated company) on the
life of the Insured. No evidence of insurability will be required. The new
contract will have, at the election of the Contract Owner, either the same
Coverage Amount under

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<PAGE>

the exchanged contract on the date of exchange or the same Death Benefit. The
effective date, issue date and issue age will be the same as existed under the
exchanged contract. If a contract loan was outstanding, the entire loan must be
repaid. There may be a cash adjustment required on the exchange.

SUSPENSION OF VALUATION, PAYMENTS AND TRANSFERS

Hartford Life will suspend all procedures requiring valuation (including
transfers, surrenders and loans) on any day a national stock exchange is closed
or trading is restricted due to an existing emergency as defined by the
Securities and Exchange Commission, or on any day the Commission has ordered
that the right of surrender of the Contracts be suspended for the protection of
Contract Owners, until such condition has ended.

LAST SURVIVOR CONTRACTS

The Contracts are offered on a single life and "last survivor" basis. Contracts
sold on a last survivor basis operate in a manner almost identical to the single
life version. The most important difference is that the last survivor version
involves two Insureds and the Death Proceeds are paid on the death of the last
surviving Insured. The other significant differences between the last survivor
and single life versions are listed below:

1. The cost of insurance charges under the last survivor Contracts are
determined in a manner that reflects the anticipated mortality of the
two Insureds and the fact that the Death Benefit is not payable until
the death of the second Insured to die. See the last survivor
illustrations in "Appendix A," page ___.

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

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

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

33
<PAGE>

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

OTHER MATTERS

VOTING RIGHTS

In accordance with its view of presently applicable law, Hartford Life will vote
the shares of the Funds at regular and special meetings of the shareholders of
the Funds in accordance with instructions from Contract Owners (or the assignee
of the Contract, as the case may be) having a voting interest in the Separate
Account. The number of shares held in the Separate Account which are
attributable to each Contract Owner is determined by dividing the Contract
Owner's interest in each Sub-Account by the net asset value of the applicable
shares of the Funds. Hartford Life will vote shares for which no instructions
have been given and shares which are not attributable to Contract Owners (i.e.
shares owned by Hartford Life) in the same proportion as it votes shares for
which it has received instructions. If the Investment Company Act of 1940 or
any rule promulgated thereunder should be amended, however, or if Hartford
Life's present interpretation should change and, as a result, Hartford Life
determines it is permitted to vote the shares of the Funds in its own right, it
may elect to do so.

The voting interests of the Contract Owner (or the assignee) in the Funds will
be determined as follows: Contract Owners may cast one vote for each full or
fractional Accumulation Unit owned under the Contract and allocated to a Sub-
Account the assets of which are invested in the particular Fund on the record
date for the shareholder meeting for that Fund. If, however, a Contract Owner
has taken a loan secured by the Contract, amounts transferred from the Sub-
Account(s) to the Loan Account in connection with the loan (See "Contract
Benefits and Rights - Contract Loans," page ___ ) will not be considered in
determining the voting interests of the Contract Owner. Contract Owners should
review the prospectuses for the Funds which accompany this prospectus to
determine matters on which shareholders may vote.

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

34
<PAGE>

In addition, Hartford Life itself may disregard voting instructions in favor of
changes initiated by a Contract Owner in the investment policy or the investment
adviser of the Funds if Hartford Life reasonably disapproves of such changes. A
change would be disapproved only if the proposed change is contrary to state law
or prohibited by state regulatory authorities. If Hartford Life does disregard
voting instructions, a summary of that action and the reasons for such action
will be included in the next periodic report to Contract Owners.

STATEMENTS TO CONTRACT OWNERS

Hartford Life will maintain all records relating to the Separate Account and the
Sub-Accounts. At least once each Contract Year, Hartford Life will send to
Contract Owners a statement showing the Coverage Amount and the Account Value of
the Contract (indicating the number of Accumulation Units credited to the
Contract in each Sub-Account and the corresponding Accumulation Unit Value), and
any outstanding loan secured by the Contract as of the date of the statement.
The statement will also show premium paid, and Deduction Amounts under the
Contract since the last statement, and any other information required by any
applicable law or regulation.

LIMIT ON RIGHT TO CONTEST

Hartford Life may not contest the validity of the Contract after it has been in
effect during the Insured's lifetime for two years from the Issue Date. If the
Contract is reinstated, the two-year period is measured from the date of
reinstatement. Any increase in the Coverage Amount as a result of a premium is
contestable for 2 years from its effective date. In addition, if the Insured
commits suicide in the two-year period, or such period as specified in state
law, the benefit payable will be limited to the Account Value less any
Indebtedness.

MISSTATEMENT AS TO AGE AND SEX

If the age or sex of the Insured is incorrectly stated, the Death Benefit will
be appropriately adjusted as specified in the Contract.

PAYMENT OPTIONS

The surrender proceeds or Death Proceeds under the Contracts may be paid in a
lump sum or may be applied to one of Hartford Life's payment

35
<PAGE>

options. The minimum amount that may be placed under a payment option is $5,000
unless Hartford Life consents to a lesser amount. Under Options 2, 3 and 4, no
surrender or partial withdrawals are permitted after payments commence. Full
surrender or partial withdrawals may be made from Options 1 or 6, but they are
subject to the contingent deferred sales charge, if applicable. Only a full
surrender is allowed from Option 5. A surrender from Option 5 will also be
subject to the contingent deferred sales charge, if applicable.

We will pay interest of at least 3 1/2% per year on the Death Proceeds from the
date of the Insured's death to the date payment is made or a payment option is
elected. At such times, the proceeds are not subject to the investment
experience of the Separate Account.

The following options are available under the Contracts (Hartford Life may offer
other payment options):

OPTION 1: INTEREST INCOME

This option offers payments of interest, at the rate we declare, on the amount
applied under this option. The interest rate will never be less than 3 1/2% per
year.

OPTION 2: LIFE ANNUITY

A life annuity is an annuity payable during the lifetime of the payee and
terminating with the last payment preceding the death of the payee. This option
offers the largest payment amount of any of the life annuity options since there
is no guarantee of a minimum number of payments nor a provision for a death
benefit payable to a beneficiary.

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

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

This annuity option is an annuity payable monthly during the lifetime of the
payee with the provision that payments will be made for a minimum of 120, 180 or
240 months, as elected. If, at the death of the payee, payments have been made
for less than the minimum elected number of months, then the present value as of
the date of the payee's death, of

36
<PAGE>

any remaining guaranteed payments will be paid in one sum to the beneficiary or
beneficiaries designated unless other provisions have been made and approved by
Hartford Life.

OPTION 4: JOINT AND LAST SURVIVOR ANNUITY

An annuity payable monthly during the joint lifetime of the payee and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior to the death of the survivor.
Based on the options currently offered by Hartford Life, the payee may elect
that the payment to the survivor be less than the payment made during the joint
lifetime of the payee and a designated second person.

It would be possible under this option for a payee and designated second person
to receive only one payment in the event of the common or simultaneous death of
the parties prior to the due date for the second payment and so on.

OPTION 5: PAYMENTS FOR A DESIGNATED PERIOD

An amount payable monthly for the number of years selected which may be from 5
to 30 years. Under this option, you may, at any time, request a full surrender
and receive, within seven days, the termination value of the Contract as
determined by Hartford Life.

In the event of the payee's death prior to the end of the designated period, the
present value as of the date of the payee's death, of any remaining guaranteed
payments will be paid in one sum to the beneficiary or beneficiaries designated
unless other provisions have been made and approved by Hartford Life.

Option 5 is an option that does not involve life contingencies.

OPTION 6: DEATH PROCEEDS REMAINING WITH HARTFORD LIFE

Proceeds from the Death Benefit left with Hartford Life. These proceeds will
remain in the Sub-Accounts to which they were allocated at the time of death
unless the beneficiary elects to reallocate them. Full or partial withdrawals
may be made at any time.

37
<PAGE>

VARIABLE AND FIXED ANNUITY PAYMENTS: When an annuity is effected, unless
otherwise specified, the surrender proceeds or Death Proceeds held in the
Sub-Accounts will be applied to provide a variable annuity based on the pro rata
amount in the various Sub-Accounts. Fixed annuities options are also available.
YOU SHOULD CONSIDER THE QUESTION OF ALLOCATION OF PROCEEDS AMONG SUB-ACCOUNTS OF
THE SEPARATE ACCOUNT TO MAKE CERTAIN THAT ANNUITY PAYMENTS ARE BASED ON THE
INVESTMENT ALTERNATIVE BEST SUITED TO YOUR NEEDS FOR RETIREMENT.

VARIABLE ANNUITY: The Contract contains tables indicating the minimum
dollar amount of the first monthly payment under the optional variable forms of
annuity for each $1,000 of value of a Sub-Account. The first monthly payment
varies according to the form and type of variable payment annuity selected. The
Contract contains variable payment annuity tables derived from the 1983 a
Individual Annuity Mortality Table with ages set back one year and with an
assumed investment rate ("A.I.R.") of 5% per annum. The total first monthly
variable annuity payment is determined by multiplying the proceeds value
(expressed in thousands of dollars) of a Sub-Account by the amount of the first
monthly payment per $1,000 of value obtained from the tables in the Contracts.

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

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

FIXED ANNUITY: Fixed annuity payments are determined by multiplying the amount
applied to the annuity by a rate to be determined by Hartford Life which is no
less than the rate specified in the fixed payment annuity tables in the
Contract. The annuity payment will remain level for the duration of the
annuity.

38
<PAGE>

Hartford Life will make any other arrangements for income payments as may be
agreed on.

BENEFICIARY

The applicant names the beneficiary in the application for the Contract. The
Contract Owner may change the beneficiary (unless irrevocably named) during the
Insured's lifetime by written request to Hartford Life. If no beneficiary is
living when the Insured dies, the Death Proceeds will be paid to the Contract
Owner if living; otherwise to the Contract Owner's estate.

ASSIGNMENT

The Contract may be assigned as collateral for a loan or other obligation.
Hartford Life is not responsible for any payment made or action taken before
receipt of written notice of such assignment. Proof of interest must be filed
with any claim under a collateral assignment.

DIVIDENDS

No dividends will be paid under the Contracts.

39
<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH HLIC, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ------------------- ---------------------

Louis J. Abdou Vice President, 1987 Vice President
51 (1987-Present),
Hartford Insurance
Company.

Jerome E. Bartow Senior Vice President, Senior Vice
64 1979 President and
Director of
Administration
(1979-Present),
Hartford Insurance
Group.

Paul J. Boldischar Jr. Senior Vice President, Senior Vice
52 1992 President and
Director, Operations
ITT Hartford Life and
Annuity Insurance
Company,1994; Senior
Vice President and
Director of National
Service Center, ITT
Life Insurance
Corporation
(1987-1992).

40
<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH HLIC, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ------------------- ---------------------

Wendell J. Bossen Vice President, 1992** President
60 (1992-Present),
International
Corporate Marketing
Group, Inc.;
Executive Vice
President
(1984-1992), Mutual
Benefit.

Peter W. Cummins Vice President, 1989 Vice President,
56 Individual
Annuity Operations
(1989-Present),
Hartford
Life Insurance
Company.

Julianna B. Dalton Vice President, 1992 Vice President
38 1992-Present);
Assistant Vice
President, (1989-
1992); Director of
Research, (1987-1989)
Hartford Life
Insurance Company.

41
<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS (CONTINUED)

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYEMT FOR
POSITION WITH HLIC, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ------------------- ---------------------

Ann M. deRaismes Vice President, 1994 Vice President,
43 (1994) Assistant
Vice President
(1992-1994); Director
of Human Resources
(1991-Present);
Assistant Director
of Human Resources
(1987-1991), Hartford
Life Insurance
Company.

Allen J. Duoma, M.D. Medical Director, Medical Director
46 1993 (1993-Present),
Employee Benefits
Division, Hartford
Life Insurance
Company; Medical
Director (1990-1993),
Travelers' Managed
Disability Services;
Medical

Director (1988-
1990), Center for
Corporate Health.

Donald R. Frahm Chairman and Chief Chairman and Chief
62 Executive Officer, Executive Officer of
1988 the Hartford
Insurance Group
(1988-Present).

42
<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS (CONTINUED)

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH HLIC, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ------------------- ---------------------

Bruce D. Gardner General Counsel, 1991 General Counsel
43 Corporate Secretary, (1991-Present)
1988 Corporate Secretary
(1988-Present);
Associate General
Counsel (1988-1991);
Counsel, (1986-
1988) Hartford Life
Insurance Company.

Joseph H. Gareau Executive Vice President Executive Vice
47 and Chief Investment President and
Officer, 1993 Chief Investment
Officer, (1993-
Present), Hartford
Life Insurance Co.;
Senior Vice
President and Chief
Investment Officer
(1992-1993), ITT
Hartford's
Property-Casualty
Companies.

J. Richard Garrett Vice President, 1988 Vice President and
48 Treasurer (1988-
Present), Hartford
Insurance Group.

<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS (CONTINUED)

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH HLIC, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ------------------- ---------------------

John P. Ginnetti Executive Vice Executive Vice
47 President, 1994 President 1994; Senior Vice
President, (1988-
1994); General Counsel and
Corporate Secretary of
Hartford Life Insurance
Company (l982-1988).

Lois W. Grady Vice President, 1993 Vice President
49 (1993-Present);
Assistant Vice President
(1988-1993), Hartford Life
Insurance Company.

David A. Hall Senior Vice President Senior Vice
39 and Actuary, 1992 President and
and Actuary of Hartford Life
Insurance Company
(1992-Present).

44
<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS (CONTINUED)

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH HLIC, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ------------------- ---------------------

William L. Harrison Vice President, 1981 Vice President
57 (1981-Present),
Hartford Life Insurance
Company; President, (1992-
Present), ITT Specialty Risk
Services; Director
(1988-Present), IVANS; Senior
Vice (1987), Hartford
Insurance Group.

Joseph Kanarek Vice President, 1991 Vice President
46 (1991-Present);
Director (1992-Present),
Hartford Life Insurance
Company.

Kevin L. Kirk Vice President, 1992 Vice resident
42 (1992-Present);
Assistant Vice President;
Assistant Director
(1985-1992), Asset Management
Services, Hartford Life
Insurance Company
(1985-1992).

<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS (CONTINUED)

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH HLIC, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ------------------- ---------------------

Andrew W. Kohnke Vice President, 1992 Vice President
35 (1992-Present);
Assistant Vice President
(1989-1992); Investment
Officer (1987-1989), Hartford
Life Insurance Company.

Larry K. Lance Executive Vice Executive Vice
52 President, 1986 President (1986-
Present), Hartford Life
Insurance Company.

Steven M. Maher Vice President and Vice President and
39 Actuary, 1993 Actuary (1993- Present);
Assistant Vice President
(1987-1993),
Hartford Life Insurance
Company.

William B. Malchodi, Director of Taxes, Director of Taxes Jr.,
43 1992 (1992-Present),Hartford
Insurance Company.

46
<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS (CONTINUED)

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH HLIC, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ------------------- ---------------------

Thomas M. Marra Senior Vice President Senior Vice
35 and Actuary, 1994 President 1994; Vice
President (1989-
1994); Director of Individual
Annuities (1991-Present);
Assistant Vice President
(1989(; Actuary (1987-1989),
Hartford Life Insurance
Company.

David J. McDonald Senior Vice President, Senior Vice
57 1986 President and
Director, Asset Management
Services (1986-Present); Vice
President (1980-1986),
Hartford Insurance Company.

Kevin A. North Vice President, 1991 Vice President,
41 Hartford Insurance Group and
Director of Real Estate
(1991-Present);
Vice President and Deputy
Director of Real Estate (1989-
1991); Assistant Vice
President and Deputy Director
of Real Estate (1987-1989).

47
<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS (CONTINUED)

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH HLIC, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ------------------- ---------------------

Joseph J. Noto Vice President, 1989 Vice President
41 (1989-Present),
Hartford Life Insurance
Company; Controller (1983-
1989), Personal Lines
Insurance Center; Vice
President (1986-1989),
Personal Lines Insurance
Center; Controller
(1987-1989), Personal Lines
Market Segment, Hartford
Fire.

Leonard E. Odell, Senior Vice President, Senior Vice President
Jr., 48 1994 and Chief Actuary (1944-Present); Vice
1982 President (1982-
1994); Actuary (1976-1982),
Hartford Life Insurance
Company.

Michael C. O'Halloran Senior Associate Senior Associate
45 General Counsel, 1988 General Counsel and Director
(1988-Present), Law
Department, Hartford Fire
Insurance Company.

48
<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS (CONTINUED)

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH HLIC, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS

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

William H. Panning Vice President, 1992 Vice President
49 (1992-Present),
Hartford Insurance Group.

Jan L. Pollnow Vice President and Vice President and
49 Actuary, 1980 Actuary (1980-
Present), Hartford
Life Insurance Company.

Craig D. Raymond Vice President and Vice President and
32 Chief Actuary, 1993 Actuary (1993-
Present); Assistant
Vice President and
Actuary (1992-
1993); Actuary (1989-1992),
Hartford Life
Insurance Company;
Consultant,
Tillinghast/Towers
Ferrin (1988-1989).

<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS (CONTINUED)

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH HLIC, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ------------------- ---------------------

Lowndes A. Smith President and Chief President and Chief
54 Operating Officer, 1989 Operating Officer
(1989-Present), Hartford Life
Insurance Company; Senior
Vice President and Group
Controller; Vice President
and Group Controller
(1980-1987), Hartford
Insurance Group.

Edward J. Sweeney Vice President, 1993 Vice President
37 (1993-Present);
Chicago Regional Manager
(1985-1993),
Hartford Life
Insurance Company.

James E. Trimble Vice President and Vice President
37 Actuary, 1990 (1990-Present);
Assistant Vice President
(1987-1990), Hartford
Life Insurance Company.

50
<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS (CONTINUED)

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH HLIC, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ------------------- ---------------------

Donald E. Waggaman, Treasurer, 1992 Treasurer (1992-
Jr., 42 Present); Assistant
Vice President and
Associate Treasurer
(1990-1991); Assistant
Treasurer
(1985-1990), Hartford
Insurance Group.

Raymond P. Welnicki Vice President, 1993 Vice President
45 (1993-Present),
Hartford Life Insurance
Company; Board of Directors,
Ethix Corp., formerly
employed by Aetna Life &
Casualty.

James J. Westervelt Vice President and Vice President and
46 Group Controller, 1989 Group Controller,
(1989-Present);
Assistant Vice President and
Assistant Controller
(1983-1989), Hartford
Insurance Group.

<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS (CONTINUED)

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH HLIC, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ------------------- ---------------------

Lizabeth H. Zlatkus Vice President, 1994 Vice President
35 (1994); Assistant Vice
President (1992-1994);
Hartford Life Insurance
Company; formerly Director,
Hartford Insurance Group.

Donald J. Znamierowski Vice President and Vice President and
59 Comptroller, 1986 Comptroller (1986-Present);
Assistant Vice President and
Comptroller (1976-1986);
Director (1976- 1986),
Hartford Hartford Life
Insurance Company, Hartford
Life & Accident Insurance
Company, ITT Hartford Life
& Annuity Insurance Company,
and Ally Canada.

- --------------------------------------
* Denotes date of election to Board of Directors.
**ITT Hartford Affiliated Company.

<PAGE>
DISTRIBUTION OF THE CONTRACTS

Hartford Life intends to sell the Contracts in all jurisdictions where it is
licensed to do business. The Contracts will be sold by life insurance sales
representatives who represent Hartford Life and who are registered
representatives of Hartford Equity Sales Company, Inc. ("HESCO") or certain
other registered broker-dealers. Any sales representative or employee will have
been qualified to sell variable life insurance contracts under applicable
Federal and state laws. Each broker-dealer is registered with the Securities
and Exchange Commission under the Securities Exchange Act of 1934 and all are
members of the National Association of Securities Dealers, Inc.

HESCO currently serves as Principal Underwriter for the securities issued with
respect to the Separate Account. Hartford Securities Distribution Company, Inc.
("HSD") will replace HESCO as principal underwriter upon approval by the
Commission, the National Association of Securities Dealers, Inc. ("NASD") and
applicable state regulatory authorities. Both HESCO and HSD are wholly-owned
subsidiaries of Hartford Life. The principal business address of HESCO and HSD
is the same as Hartford Life.

The maximum sales commission payable to Hartford Life agents, independent
registered insurance brokers, and other registered broker-dealers is 7.0% of
initial and subsequent premiums. From time to time, Hartford Life may pay or
permit other promotional incentives, in cash or credit or other compensation.

Hartford Life may provide information on various topics to Contract Owners and
prospective Contract Owners in advertising, sales literature or other materials.
These topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, dollar cost averaging and
asset allocation), the advantages and disadvantages of investing in tax-
advantaged and taxable instruments, customer profiles and hypothetical purchase
scenarios, financial management and tax and retirement planning, and variable
annuities and other investment alternatives, including comparisons between the
Contracts and the characteristics of and market for such alternatives.

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

The assets of the Separate Account are held by Hartford Life. The assets of the
Separate Account are kept physically segregated and held separate and apart from
the General Account of Hartford Life. Hartford Life 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 Life's blanket fidelity
bond issued by Aetna

53
<PAGE>

Casualty and Surety Company, in the aggregate of $50 million, covering all of
the officers and employees of Hartford Life.

FEDERAL TAX CONSIDERATIONS

GENERAL

BECAUSE OF THE COMPLEXITY OF THE LAW AND THE FACT THAT THE TAX RESULTS WILL VARY
ACCORDING TO THE STATUS OF THE CONTRACT OWNER INVOLVED, LEGAL AND TAX ADVICE MAY
BE NEEDED BY A PERSON, EMPLOYER OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A
CONTRACT DESCRIBED HEREIN.

It should be understood that any detailed description of the Federal income tax
consequences regarding the purchase of these Contracts cannot be made in this
prospectus and that special tax rules may be applicable with respect to purchase
situations not discussed herein. In addition, no attempt is made here to
consider any applicable state or other tax laws. For detailed information, a
qualified tax adviser should always be consulted. This discussion of Federal
tax considerations is based upon Hartford Life's understanding of current
Federal income tax laws as they are currently interpreted.

TAXATION OF HARTFORD LIFE AND THE SEPARATE ACCOUNT

The Separate Account is taxed as a part of Hartford Life which is taxed as a
life insurance company in accordance with the Life Insurance Company Income Tax
Act of 1959 (Part 1 of Subchapter L of 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 "Contract
Benefits and Right - Account Value," on page ___). As a result, such investment
income and realized capital gains are automatically applied to increase reserves
under the Contract.

Hartford Life does not expect to incur any Federal income tax on the earnings or
realized capital gains attributable to the Separate Account. Based upon these
expectations, no charge is currently being made to the

<PAGE>

Separate Account for Federal income taxes. If Hartford Life incurs income taxes
attributable to the Separate Account or determines that such taxes will be
incurred, it may assess a charge for taxes against the Separate Account.

TAXATION OF CONTRACT BENEFITS

For Federal income tax purposes, the Contracts should be treated as life
insurance contracts under Section 7702 of the Code. The death benefit under a
life insurance contract is excluded from the gross income of the beneficiary.
Also, a life insurance contract owner is generally not taxed on increments in
the contract value until the contract is partially or completely surrendered.
Section 7702 limits the amount of premiums that may be invested in a contract
that is treated as life insurance. Hartford Life intends to monitor the premium
levels to assure compliance with the Section 7702 requirements.

Federal estate tax, state and local estate, inheritance and other tax
consequences of ownership, or receipt of Contract proceeds depend on the
circumstances of each Contract Owner or beneficiary.

If the Maturity Date of the Contract is extended by rider, Hartford Life
believes that the Contract will continue to be treated as a life insurance
contract for federal income tax purposes after the scheduled Maturity Date.
However, due to the lack of specific guidance on this issue, this result is not
certain. If the Contract is not treated as a life insurance contract for
federal income tax purposes after the scheduled Maturity Date, among other
things, the Death Proceeds may be taxable to the recipient. The Contract Owner
should consult a competent tax adviser regarding the possible adverse tax
consequences resulting from an extension of the scheduled Maturity Date.

LAST SURVIVOR CONTRACTS: Although Hartford Life believes that the last survivor
Contracts are in compliance with Section 7702 of the Code, the manner in which
Section 7702 should be applied to certain features of a joint survivorship life
insurance contract is not directly addressed by Section 7702. In the absence of
final regulations or other guidance issued under Section 7702, there is
necessarily some uncertainty whether a last survivor Contract will meet the
Section 7702 definition of a life insurance contract.

When the last surviving Insured dies, the Death Proceeds will generally be
includable in the Contract Owner's estate for purposes of federal

<PAGE>

estate tax if the last surviving Insured owned the Contract. If the Contract
Owner was not the last surviving Insured, the fair market value of the Contract
would be included in the Contract Owner's estate upon the Contract Owner's
death. Nothing would be includable in the last surviving Insured's estate if he
or she neither retained incidents of ownership at death nor had given up
ownership within three years before death.

Federal estate tax is integrated with federal gift tax under a unified rate
schedule. In general, estates less than $600,000 will not incur a federal
estate tax liability. In addition, an unlimited marital deduction may be
available for federal estate and gift tax purposes. The unlimited marital
deduction permits the deferral of taxes until the death of the surviving spouse,
when the Death Proceeds would be available to pay taxes due and other expenses
incurred.

If the Contract Owner (whether or not he or she is an Insured) transfers
ownership of the Contract to someone two or more generations younger, the
transfer may be subject to the generation-skipping transfer tax, the taxable
amount being the value of the Contract. The generation-skipping transfer tax
provisions generally apply to transfers which would be subject to the gift and
estate tax rules. Individuals are generally allowed an aggregate generation
skipping transfer exemption of $1 million. Because these rules are complex, the
Contract Owner should consult with a tax adviser for specific information where
benefits are passing to younger generations.

MODIFIED ENDOWMENT CONTRACTS

A life insurance contract is treated as a "modified endowment contract" under
Section 7702A of the Code if it meets the definition of life insurance in
Section 7702 but fails the "seven-pay" test of Section 7702A. The seven-pay
test provides that premiums cannot be paid at a rate more rapidly than that
allowed by the payment of seven annual premiums using specified computational
rules provided in Section 7702A(c). The large single premium permitted under
the Contract does not meet the specified computational rules for the "seven-pay
test" under Section 7702A(c). Therefore, the Contract will generally be treated
as a modified endowment contract for federal income tax purposes. However, an
exchange under Section 1035 of the Code of a life insurance contract entered
into before June 21, 1988 will not cause the new Contract to be treated as a
modified endowment contract if no additional premiums are paid and there is no
increase in the death

56
<PAGE>

benefit as the result of the exchange.

A contract that is classified as modified endowment contract is generally
eligible for the beneficial tax treatment accorded to life insurance. That is,
the death benefit is excluded from income and increments in value are not
subject to current taxation. However, a loan, distribution or other amount
received from a modified endowment contract during the life of the Insured will
be taxed to the extent of any accumulated income in the contract (generally, the
excess of account value over premiums paid). Any amounts that are taxable
withdrawals will be subject to a 10% additional tax, with certain exceptions.

All modified endowment contracts that are issued within any calendar year to the
same Contract Owner by one company or its affiliates shall be treated as one
modified endowment contract in determining the taxable portion of any loan or
distributions.

DIVERSIFICATION REQUIREMENTS

Section 817 of the Code provides that a variable life insurance contract (other
than a pension plan 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 in accordance with regulations
prescribed by the Treasury. If a contract is not treated as a life insurance
contract, the Contract Owner will be subject to income tax on the annual
increases in cash value. The Treasury has issued diversification regulations
which, among other things, require that no more than 55% of the assets of mutual
fund (such as the Hartford mutual funds) underlying a variable life insurance
contract, be invested in any one investment. All securities issued by the same
issuer are considered one investment. Each government agency or instrumentality
is treated as separate issuer. If the diversification standards are not met,
non-pension Contract Owners will be subject to current tax on the increase in
cash value in the contract.

LEGAL PROCEEDINGS

There are no pending material legal proceedings affecting the Contracts, the
Separate Account or any of the Funds.

57
<PAGE>

LEGAL MATTERS

Legal matters in connection with the issue and sale of flexible premium variable
life insurance contracts described in this Prospectus and the organization of
Hartford Life, its authority to issue the Contracts under Connecticut law and
the validity of the forms of the Contracts under Connecticut law and legal
matters relating to the Federal securities and income tax laws have been passed
on by the Law Staff of Hartford Life.

EXPERTS

The financial statement and schedules included in this prospectus and
elsewhere in the registration statement have been audited by Arthur
Anderson 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 accounting and auditing.

The hypothetical Contract illustrations included in this Prospectus and
Registration Statement have been approved by Gregory M. Mateja, FSA, MAAA,
Director, Individual Annuity Inforce Management, for Hartford Life, and are
included in reliance upon his opinion as to their reasonableness.

REGISTRATION STATEMENT

A registration statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933 as amended. This Prospectus does
not contain all information set forth in the registration statement, its
amendments and exhibits, to all of which reference is made for further
information concerning the Separate Account, the Funds, Hartford Life, and the
Contracts.

58
<PAGE>

APPENDIX A

ILLUSTRATIONS OF BENEFITS

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

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

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

The amounts shown for the death benefit and surrender value as of the end of
each Contract Year take into account an average daily charge equal to an annual
charge of 0.75% of the average daily net assets of the Funds for investment
advisory and administrative services fees. The gross annual investment return
rates of 0%, 6% and 12% on the Fund's assets are equal to net annual investment
return rates (net of the 0.75% average daily charge) of -0.75%, 5.25% and
11.25%, respectively.

In addition the death benefit and surrender value as of the end of each Contract
Year take into account the (1) tax expense charge equal to an annual rate of
0.40% of Account Value for the first ten Contract Years; (2) administrative
charge equal to an annual rate of 0.40% of Account Value attributable to the
Separate Account; (3) mortality and expense risk charge equal to an annual rate
of 0.90% of Account Value attributable to the Separate Account; and (4) any
Contingent Deferred Sales Charge and premium tax charge which may be applicable
in the first

59
<PAGE>

nine Contract Years.

The hypothetical returns shown in the tables are without any tax charges that
may be attributable to the Separate Account in the future. In order to produce
after tax returns of 0%, 6%, and 12%, the Separate Account would have to earn a
sufficient amount in excess of 0% or 6% or 12% to cover any tax charges (see
"Deductions and Charges - Charges Against The Separate Account - Taxes," page).

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 Life 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 Life
Insurance Company 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.

60
<PAGE>

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred

in that section.

UNDERTAKING ON INDEMNIFICATION

Article VIII of the By Laws of Hartford Life Insurance Company, a Connecticut
corporation, provides for indemnification of its officers, directors and
employees to the extent consistent with statutory requirements.

Connecticut General Laws Section 33-320a provides for indemnification of
officers, directors and employees of a corporation as follows:

b) Except as otherwise provided in this section, a corporation shall indemnify
any person made a party to any proceeding, other than an action by or in
the right of the corporation, by reason of the fact that he, or the person
whose legal representative he is, is or was a shareholder, director,
officer, employee or agent of the corporation, or an eligible outside
party, against judgments, fines, penalties, amounts paid in settlement and
reasonable expenses actually incurred by him, and the person whose legal
representative he is, in connection with such proceeding. The corporation
shall not so indemnify any such person unless (1) such person, and the
person whose legal representative he is, was successful on the merits in
the defense of any proceeding referred to in this subsection, or (2) it
shall be concluded as provided in subsection (d) of this section that such
person, and the person whose legal representative he is, acted in good
faith and in a manner he reasonably believed to be in the best interests
of the corporation or, in the case of a person serving as a fiduciary of an
employee benefit plan or trust, either in the best interests of the
corporation or in the best interests of the participants and beneficiaries
of such employee benefit plan or trust and consistent with the provisions
of such

61
<PAGE>

employee benefit plan or trust and, with respect to any criminal action or
proceeding, that he had no reasonable cause to believe his conduct was
unlawful, or (3) the court, on application as provided in subsection (e) of
this section, shall have determined that in view of all the circumstances
such person is fairly and reasonably entitled to be indemnified, and then
for such amount as the court shall determine; except that, in connection
with an alleged claim based upon his purchase or sale of securities of the
corporation or of another enterprise, which he serves or served at the
request of the corporation, the corporation shall only indemnify such
person after the court shall have determined, on application as provided in
subsection (e) of this section, that in view of all the circumstances such
person is fairly and reasonably entitled to be indemnified, and then for
such amount as the court shall determine. The termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith or in a manner which
he did not reasonably believe to be in the best interests of the
corporation or of the participants and beneficiaries of such employee
benefit plan or trust and consistent with the provisions of such employee
benefit plan or trust, or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

(c) Except as otherwise provided in this section, a corporation shall
indemnify any person made a party to any proceeding, by or in the right of
the corporation, to procure a judgment in its favor by reason of the fact
that he, or the person whose legal representative he is, is or was a
shareholder, director, officer, employee or agent of the corporation, or an
eligible outside party, against reasonable expenses actually incurred by
him in connection with such proceeding in relation to matters as to which
such person, or the person whose legal representative he is, is finally
adjudged not to have breached his duty to the corporation, or where the
court, on application as provided in subsection (e) of this section, shall
have determined that in view of all the circumstances such person is fairly
and reasonably entitled to be indemnified, and then for such amount as the
court shall determine. The corporation

62
<PAGE>

shall not so indemnify any such person for amounts paid to the corporation,
to a plaintiff or to counsel for a plaintiff in settling or otherwise
disposing of a proceeding, with or without court approval; or for expenses
incurred in defending a proceeding which is settled or otherwise disposed
of without court approval.

(d) The conclusion provided for in subsection (b) of this section may be
reached by any one of the following: (1) The board of directors of the
corporation by a consent in writing signed by a majority of those directors
who were not parties to such proceeding; (2) independent legal counsel
selected by a consent in writing signed by a majority of those directors
who were not parties to such proceeding; (3) in the case of any employee
or agent who is not an officer or director of the corporation, the
corporation's general counsel; or (4) the shareholders of the corporation
by the affirmative vote of at least a majority of the voting power of
shares not owned by parties to such proceeding, represented at an annual or
special meeting of shareholders, duly called with notice of such purpose
stated. Such person shall also be entitled to apply for a court for such
conclusion, upon application as provided in subsection (e), even though
the conclusion reached by any of the foregoing shall have been adverse to
him or to the person whose legal representative he is.

(e) Where an application for indemnification or for a conclusion as provided in
this section is made to a court, it shall be made to the court in which the
proceeding is pending or to the superior court for the judicial district
where the principal office of the corporation is located. The application
shall be made in such manner and form as may be required by the applicable
rules of the court or, in the absence thereof, by direction of the court.
The court may also direct the notice be given in such manner as it may
require at the expense of the corporation to the shareholders of the
corporation and to such other persons as the court may designate. In the
case of an application to a court in which a proceeding is pending in which
the person seeking indemnification is a party by reason of the fact that
he, or the person whose legal representative he is, is or was serving at
the request of the corporation as a director, partner, trustee, officer,
employee or agent of another enterprise, or as a fiduciary of an employee
benefit

63
<PAGE>

plan or trust maintained for the benefit of employees of any other
enterprise, timely notice of such application shall be given by such person
to the corporation.

(f) Expenses which may be indemnifiable under this section incurred in
defending a proceeding may be paid by the corporation in advance of the
final disposition of such proceeding as authorized by the board of
directors upon agreement by or on behalf of the shareholder, director,
officer, employee, agent or eligible outside party, or his legal
representative, to repay such amount if he is later found not entitled to
be indemnified by the corporation as authorized in this section.

(g) A corporation shall not indemnify any shareholder, director, officer,
employee, agent or eligible outside party, other than a shareholder,
director, officer, employee, agent or eligible outside party who is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee or agent of another enterprise, against judgments,
fines, penalties, amounts paid in settlement and expenses to an extent
either greater or less than that authorized in this section. No provision
made a part of the certificate or incorporation, the bylaws, a resolution
or shareholders or directors, an agreement, or otherwise on or after
October 1, 1982, shall be valid unless consistent with this section.
Notwithstanding the foregoing, the corporation may procure insurance
providing greater indemnification and may share the premium cost with any
shareholder, director, officer, employee, agent or eligible outside party
on such basis as may be agreed upon. The rights and remedies provided in
this section shall be exclusive."

The registrant hereby undertakes that insofar as indemnification for liability
arising under the Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the registrant, pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the

64
<PAGE>

securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 45 MALE
INITIAL FACE AMOUNT: $40,161

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

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------------------- --------------------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- -------------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,834 9,840 40,161 10,756 9,764 40,161
2 11,025 11,740 10,755 40,161 11,575 10,593 40,161
3 11,576 12,724 11,751 40,161 12,463 11,495 40,161
4 12,155 13,794 12,987 40,161 13,427 12,626 40,161
5 12,763 14,956 14,169 40,161 14,474 13,693 40,161
6 13,401 16,219 15,657 40,161 15,613 15,057 40,161
7 14,071 18,198 17,060 40,161 16,851 16,324 40,161
8 14,775 19,083 18,788 40,161 18,198 17,907 40,161
9 15,513 20,704 20,452 40,161 19,666 19,417 40,161
10 16,289 22,465 22,465 40,161 21,268 21,268 40,161
11 17,103 24,501 24,501 40,161 23,113 23,113 40,161
12 17,959 26,724 26,724 40,161 25,145 25,145 40,161
13 18,856 29,153 29,153 41,398 27,386 27,386 40,161
14 19,799 31,808 31,808 43,896 29,864 29,864 41,213
15 20,789 34,714 34,714 46,517 32,590 32,590 43,670
16 21,829 37,895 37,895 49,264 35,574 35,574 46,247
17 22,920 41,367 41,367 52,951 38,832 38,832 49,705
18 24,066 45,156 45,156 56,897 42,386 42,386 53,407
19 25,270 49,292 49,292 61,122 46,266 46,266 57,371
20 26,533 53,807 53,807 65,645 50,502 50,502 61,613

25 33,864 83,601 83,601 96,978 78,372 78,372 90,912
35 55,160 201,997 201,997 214,118 189,092 189,092 200,438
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 45 MALE
INITIAL FACE AMOUNT: $40,161

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

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------------------- --------------------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ---- ---------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,249 9,269 40,161 10,171 9,192 40,161
2 11,025 10,506 9,546 40,161 10,337 9,380 40,161
3 11,576 10,769 9,831 40,161 10,497 9,564 40,161
4 12,155 11,040 10,275 40,161 10,651 9,891 40,161
5 12,763 11,319 10,577 40,161 10,796 10,061 40,161
6 13,401 11,605 11,089 40,161 10,930 10,421 40,161
7 14,071 11,900 11,411 40,161 11,052 10,569 40,161
8 14,775 12,202 11,941 40,161 11,158 10,902 40,161
9 15,513 12,514 12,282 40,161 11,244 11,016 40,161
10 16,289 12,833 12,833 40,161 11,309 11,309 40,161
11 17,103 13,228 13,228 40,161 11,394 11,394 40,161
12 17,959 13,636 13,636 40,161 11,455 11,455 40,161
13 18,856 14,058 14,058 40,161 11,486 11,486 40,161
14 19,799 14,494 14,494 40,161 11,486 11,486 40,161
15 20,789 14,944 14,944 40,161 11,450 11,450 40,161
16 21,829 15,409 15,409 40,161 11,370 11,370 40,161
17 22,920 15,889 15,889 40,161 11,239 11,239 40,161
18 24,066 16,385 16,385 40,161 11,048 11,048 40,161
19 25,270 16,898 16,898 40,161 10,787 10,787 40,161
20 26,533 17,428 17,428 40,161 10,442 10,442 40,161

25 33,864 20,353 20,353 40,161 6,987 6,987 40,161
35 55,160 27,852 27,852 40,161 0 0 0
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 45 MALE
INITIAL FACE AMOUNT: $40,161

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

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------------------- --------------------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ---- ---------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,665 8,698 40,161 9,586 8,621 40,161
2 11,025 9,340 8,404 40,161 9,169 8,235 40,161
3 11,576 9,026 8,118 40,161 8,747 7,844 40,161
4 12,155 8,721 7,990 40,161 8,319 7,594 40,161
5 12,763 8,425 7,720 40,161 7,883 7,185 40,161
6 13,401 8,138 7,657 40,161 7,438 6,964 40,161
7 14,071 7,860 7,401 40,161 6,980 6,528 40,161
8 14,775 7,591 7,353 40,161 6,506 6,274 40,161
9 15,513 7,330 7,111 40,161 6,013 5,798 40,161
10 16,289 7,076 7,076 40,161 5,498 5,498 40,161
11 17,103 6,865 6,865 40,161 4,978 4,978 40,161
12 17,959 6,659 6,659 40,161 4,427 4,427 40,161
13 18,856 6,459 6,459 40,161 3,843 3,843 40,161
14 19,799 6,264 6,264 40,161 3,221 3,221 40,161
15 20,789 6,073 6,073 40,161 2,558 2,558 40,161
16 21,829 5,888 5,888 40,161 1,845 1,845 40,161
17 22,920 5,707 5,707 40,161 1,075 1,075 40,161
18 24,066 5,531 5,531 40,161 237 237 40,161
19 25,270 5,360 5,360 40,161 0 0 0
20 26,533 5,193 5,193 40,161 0 0 0

25 33,864 4,420 4,420 40,161 0 0 0
35 55,160 3,145 3,145 40,161 0 0 0
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 FEMALE
INITIAL FACE AMOUNT: $33,334

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.25% NET)

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------------------- --------------------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ---- ---------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,834 9,840 33,334 10,727 9,736 33,334
2 11,025 11,740 10,755 33,334 11,517 10,537 33,334
3 11,576 12,724 11,751 33,334 12,378 11,411 33,334
4 12,155 13,794 12,987 33,334 13,317 12,517 33,334
5 12,763 14,956 14,169 33,334 14,343 13,564 33,334
6 13,401 16,219 15,657 33,334 15,464 14,909 33,334
7 14,071 17,592 17,060 33,334 16,688 16,163 33,334
8 14,775 19,083 18,788 33,334 18,025 17,735 33,334
9 15,513 20,704 20,452 33,334 19,487 19,238 33,334
10 16,289 22,465 22,465 33,334 21,088 21,088 33,334
11 17,103 24,501 24,501 33,334 22,940 22,940 33,334
12 17,959 26,736 26,736 33,334 24,991 24,991 33,334
13 18,856 29,218 29,218 34,478 27,270 27,270 33,334
14 19,799 31,946 31,946 37,377 29,804 29,804 34,871
15 20,789 34,928 34,928 40,517 32,585 32,585 37,799
16 21,829 38,190 38,190 43,919 35,625 35,625 40,969
17 22,920 41,765 41,765 47,195 38,958 38,958 44,023
18 24,066 45,686 45,686 50,712 42,614 42,614 47,301
19 25,270 49,992 49,992 54,492 46,627 46,627 50,824
20 26,533 54,687 54,687 59,609 51,004 51,004 55,594

25 33,864 85,841 85,841 90,992 80,060 80,060 84,864
35 55,160 208,273 208,273 218,687 192,260 192,260 201,873
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 FEMALE
INITIAL FACE AMOUNT: $33,334

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

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------------------- --------------------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ---- ---------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,249 9,269 33,334 10,142 9,164 33,334
2 11,025 10,506 9,546 33,334 10,279 9,324 33,334
3 11,576 10,769 9,831 33,334 10,412 9,480 33,334
4 12,155 11,040 10,275 33,334 10,539 9,781 33,334
5 12,763 11,319 10,577 33,334 10,661 9,928 33,334
6 13,401 11,605 11,089 33,334 10,774 10,266 33,334
7 14,071 11,900 11,411 33,334 10,875 10,394 33,334
8 14,775 12,202 11,941 33,334 10,959 10,704 33,334
9 15,513 12,514 12,282 33,334 11,021 10,793 33,334
10 16,289 12,833 12,833 33,334 11,055 11,055 33,334
11 17,103 13,228 13,228 33,334 11,106 11,106 33,334
12 17,959 13,636 13,636 33,334 11,127 11,127 33,334
13 18,856 14,058 14,058 33,334 11,117 11,117 33,334
14 19,799 14,494 14,494 33,334 11,073 11,073 33,334
15 20,789 14,944 14,944 33,334 10,988 10,988 33,334
16 21,829 15,409 15,409 33,334 10,854 10,854 33,334
17 22,920 15,889 15,889 33,334 10,656 10,656 33,334
18 24,066 16,385 16,385 33,334 10,375 10,375 33,334
19 25,270 16,898 16,898 33,334 9,991 9,991 33,334
20 26,533 17,428 17,428 33,334 9,479 9,479 33,334

25 33,864 20,353 20,353 33,334 3,955 3,955 33,334
35 55,160 27,852 27,852 33,334 0 0 0
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 FEMALE
INITIAL FACE AMOUNT: $33,334

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

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------------------- --------------------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ---- ---------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,665 8,698 33,334 9,558 8,593 33,334
2 11,025 9,340 8,404 33,334 9,112 8,179 33,334
3 11,576 9,026 8,118 33,334 8,662 7,761 33,334
4 12,155 8,721 7,990 33,334 8,209 7,486 33,334
5 12,763 8,425 7,720 33,334 7,750 7,053 33,334
6 13,401 8,138 7,657 33,334 7,283 6,810 33,334
7 14,071 7,860 7,401 33,334 6,803 6,352 33,334
8 14,775 7,591 7,353 33,334 6,305 6,073 33,334
9 15,513 7,330 7,111 33,334 5,782 5,568 33,334
10 16,289 7,076 7,076 33,334 5,230 5,230 33,334
11 17,103 6,865 6,865 33,334 4,665 4,665 33,334
12 17,959 6,659 6,659 33,334 4,061 4,061 33,334
13 18,856 6,459 6,459 33,334 3,419 3,419 33,334
14 19,799 6,264 6,264 33,334 2,733 2,733 33,334
15 20,789 6,073 6,073 33,334 1,997 1,997 33,334
16 21,829 5,888 5,888 33,334 1,200 1,200 33,334
17 22,920 5,707 5,707 33,334 324 324 33,334
18 24,066 5,531 5,531 33,334 0 0 0
19 25,270 5,360 5,360 33,334 0 0 0
20 26,533 5,193 5,193 33,334 0 0 0

25 33,864 4,420 4,420 33,334 0 0 0
35 55,160 3,145 3,145 33,334 0 0 0
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE
INITIAL FACE AMOUNT: $19,380

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

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------------------- --------------------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ---- ---------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,834 9,840 19,380 10,650 9,660 19,380
2 11,025 11,740 10,755 19,380 11,357 10,380 19,380
3 11,576 12,724 11,751 19,380 12,131 11,169 19,380
4 12,155 13,794 12,987 19,380 12,984 12,190 19,380
5 12,763 14,956 14,169 19,380 13,930 13,156 19,380
6 13,401 16,219 15,657 19,380 14,986 14,436 19,380
7 14,071 17,595 17,063 19,883 16,172 15,650 19,380
8 14,775 19,106 18,810 21,208 17,516 17,228 19,443
9 15,513 20,760 20,508 22,629 19,027 18,780 20,740
10 16,289 22,549 22,549 24,578 20,664 20,664 22,524
11 17,103 24,595 24,595 26,563 22,536 22,536 24,340
12 17,959 26,837 26,837 28,716 24,587 24,587 26,309
13 18,856 29,275 29,275 31,325 26,816 26,816 28,893
14 19,799 31,947 31,947 33,864 29,260 29,260 31,016
15 20,789 34,856 34,856 36,948 31,916 31,916 33,831
16 21,829 38,046 38,046 39,949 34,834 34,834 36,576
17 22,920 41,517 41,517 43,594 38,005 38,005 39,906
18 24,066 45,308 45,308 47,574 41,447 41,447 43,520
19 25,270 49,448 49,448 51,921 45,177 45,177 47,436
20 26,533 53,969 53,969 56,667 49,215 49,215 51,677

25 33,864 83,837 83,837 88,030 74,965 74,965 78,714
35 55,160 202,335 202,335 204,358 175,528 175,528 177,284
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE
INITIAL FACE AMOUNT: $19,380

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

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------------------- --------------------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ---- ---------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,249 9,269 19,380 10,062 9,086 19,380
2 11,025 10,508 9,546 19,380 10,104 9,152 19,380
3 11,576 10,769 9,831 19,380 10,123 9,196 19,380
4 12,155 11,040 10,275 19,380 10,116 9,364 19,380
5 12,763 11,319 10,577 19,380 10,077 9,351 19,380
6 13,401 11,605 11,089 10,380 10,002 9,502 19,380
7 14,071 11,900 11,411 19,380 9,880 9,406 19,380
8 14,775 12,202 11,941 19,380 9,703 9,454 19,380
9 15,513 12,514 12,282 19,380 9,455 9,232 19,380
10 16,289 12,833 12,833 19,380 9,124 9,124 19,380
11 17,103 13,228 13,228 19,380 8,730 8,730 19,380
12 17,959 13,636 13,636 19,380 8,217 8,217 19,380
13 18,856 14,058 14,058 19,380 7,564 7,564 19,380
14 19,799 14,494 14,494 19,380 6,738 6,738 19,380
15 20,789 14,944 14,944 19,380 5,699 5,699 19,380
16 21,829 15,409 15,409 19,380 4,387 4,387 19,380
17 22,920 15,889 15,889 19,380 2,723 2,723 19,380
18 24,066 16,385 16,385 19,380 595 595 19,380
19 25,270 16,898 16,898 19,380 0 0 0
20 26,533 17,428 17,428 19,380 0 0 0

25 33,864 20,353 20,353 21,371 0 0 0
35 55,160 27,854 27,854 28,133 0 0 0
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE
INITIAL FACE AMOUNT: $19,380

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

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------------------- --------------------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ---- ---------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,665 8,698 19,380 9,475 8,512 19,380
2 11,025 9,340 8,404 19,380 8,923 7,994 19,380
3 11,576 9,026 8,118 19,380 8,340 7,444 19,380
4 12,155 8,721 7,990 19,380 7,720 7,004 19,380
5 12,763 8,425 7,720 19,380 7,056 6,368 19,380
6 13,401 8,138 7,657 19,380 6,338 5,875 19,380
7 14,071 7,860 7,401 19,380 5,553 5,111 19,380
8 14,755 7,591 7,353 19,380 4,684 4,461 19,380
9 15,513 7,330 7,111 19,380 3,712 3,503 19,380
10 16,289 7,076 7,076 19,380 2,616 2,616 19,380
11 17,103 6,865 6,865 19,380 1,379 1,379 19,380
12 17,959 6,659 6,659 19,380 0 0 0
13 18,856 6,459 6,459 19,380 0 0 0
14 19,799 6,264 6,264 19,380 0 0 0
15 20,789 6,073 6,073 19,380 0 0 0
16 21,829 5,888 5,888 19,380 0 0 0
17 22,920 5,707 5,707 19,380 0 0 0
18 24,066 5,531 5,531 19,380 0 0 0
19 25,270 5,360 5,360 19,380 0 0 0
20 26,533 5,193 5,193 19,380 0 0 0

25 33,864 4,420 4,420 19,380 0 0 0
35 55,160 3,145 3,145 19,380 0 0 0
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM
ISSUE AGES: 55 MALE\55 FEMALE
INITIAL FACE AMOUNT: $44,053

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

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

25 33,864 92,176 92,176 97,707 91,132 91,132 96,600
35 55,160 230,373 230,373 241,893 219,404 219,404 230,374
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM
ISSUE AGES: 55 MALE/ 55 FEMALE
INITIAL FACE AMOUNT: $44,053

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

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------------------- --------------------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- -------------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,314 9,332 44,053 10,314 9,332 44,053
2 11,025 10,632 9,669 44,053 10,632 9,669 44,053
3 11,576 10,954 10,012 44,053 10,954 10,012 44,053
4 12,155 11,279 10,509 44,053 11,279 10,509 44,053
5 12,763 11,605 10,860 44,053 11,605 10,860 44,053
6 13,401 11,941 11,422 44,053 11,931 11,412 44,053
7 14,071 12,288 11,796 44,053 12,255 11,763 44,053
8 14,775 12,646 12,383 44,053 12,574 12,311 44,053
9 15,513 13,015 12,782 44,053 12,885 12,652 44,053
10 16,289 13,396 13,396 44,053 13,182 13,182 44,053
11 17,103 13,858 13,858 44,053 13,517 13,517 44,053
12 17,959 14,337 14,337 44,053 13,834 13,834 44,053
13 18,856 14,834 14,834 44,053 14,127 14,127 44,053
14 19,799 15,349 15,349 44,053 14,393 14,393 44,053
15 20,789 15,883 15,883 44,053 14,624 14,624 44,053
16 21,829 16,436 16,436 44,053 14,809 14,809 44,053
17 22,920 17,010 17,010 44,053 14,938 14,938 44,053
18 24,066 17,606 17,606 44,053 14,991 14,991 44,053
19 25,270 18,223 18,223 44,053 14,949 14,949 44,053
20 26,533 18,863 18,863 44,053 14,787 14,787 44,053

25 33,864 22,433 22,433 44,053 11,078 11,078 44,053
35 55,160 31,836 31,836 44,053 0 0 0
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM
ISSUE AGES: 55 MALE/55 FEMALE
INITIAL FACE AMOUNT: $44,053

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

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------------------- --------------------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- -------------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,726 8,757 44,053 9,726 8,757 44,053
2 11,025 9,452 8,512 44,053 9,451 8,512 44,053
3 11,576 9,177 8,266 44,053 8,177 8,266 44,053
4 12,155 8,899 8,166 44,053 8,899 8,166 44,053
5 12,763 8,628 7,920 44,053 8,618 7,910 44,053
6 13,401 8,365 7,881 44,053 8,331 7,848 44,053
7 14,071 8,108 7,647 44,053 8,035 7,575 44,053
8 14,775 7,859 7,619 44,053 7,727 7,489 44,053
9 15,513 7,616 7,397 44,053 7,403 7,185 44,053
10 16,289 7,380 7,380 44,053 7,058 7,058 44,053
11 17,103 7,186 7,186 44,053 6,713 6,713 44,053
12 17,959 6,996 6,996 44,053 6,334 6,334 44,053
13 18,856 6,811 6,811 44,053 5,916 5,916 44,053
14 19,799 6,630 6,630 44,053 5,451 5,451 44,053
15 20,789 6,453 6,453 44,053 4,932 4,932 44,053
16 21,829 6,280 6,280 44,053 4,345 4,345 44,053
17 22,920 6,110 6,110 44,053 3,673 3,673 44,053
18 24,066 5,945 5,945 44,053 2,896 2,896 44,053
19 25,270 5,783 5,783 44,053 1,985 1,985 44,053
20 26,533 5,625 5,625 44,053 910 910 44,053

25 33,864 4,885 4,885 44,053 0 0 0
35 55,160 3,633 3,633 44,053 0 0 0
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM
ISSUE AGES: 65 MALE/65 FEMALE
INITIAL FACE AMOUNT: $27,778

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

CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------------------- --------------------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ---- ---------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,897 9,902 27,778 10,897 9,902 27,778
2 11,025 11,862 10,875 27,778 11,862 10,875 27,778
3 11,576 12,903 11,927 27,778 12,902 11,926 27,778
4 12,155 14,037 13,227 27,778 14,021 13,211 27,778
5 12,763 15,274 14,483 27,778 15,229 14,439 27,778
6 13,401 16,623 16,057 27,778 16,535 15,969 27,778
7 14,071 18,094 17,558 27,778 17,948 17,413 27,778
8 14,775 19,698 19,399 27,778 19,482 19,185 27,778
9 15,513 21,447 21,193 27,778 21,155 20,902 27,778
10 16,289 23,354 23,354 27,778 22,988 22,988 27,778
11 17,103 25,561 25,561 27,778 25,115 25,115 27,778
12 17,959 27,981 27,981 29,940 27,485 27,485 29,409
13 18,856 30,632 30,632 32,776 30,076 30,076 32,182
14 19,799 33,537 33,537 35,550 32,914 32,914 34,889
15 20,789 36,721 36,721 38,925 36,007 36,007 38,168
16 21,829 40,211 40,211 42,222 39,396 39,396 41,367
17 22,920 44,035 44,035 46,238 43,088 43,088 45,243
18 24,066 48,227 48,227 50,639 47,104 47,104 49,460
19 25,270 52,820 52,820 55,462 51,468 51,466 54,040
20 26,533 57,887 57,887 60,782 56,231 56,231 59,043

25 33,864 91,514 91,514 96,090 86,546 86,546 90,874
35 55,160 228,720 228,720 231,007 203,577 203,577 205,613
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM
ISSUE AGES: 65 MALE/65 FEMALE
INITIAL FACE AMOUNT: $27,778

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

<TABLE>
<CAPTION>
PREMIUMS CURRENT CHARGES* GUARANTEED CHARGES**
ACCUMULATED ------------------------ -------------------------------
END OF CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT
SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ---- ---------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,309 9,327 27,778 10,309 9,327 27,778
2 11,025 10,612 9,650 27,778 10,612 9,650 27,778
3 11,576 10,917 9,976 27,778 10,907 9,967 27,778
4 12,155 11,232 10,463 27,778 11,191 10,423 27,778
5 12,763 11,556 10,812 27,778 11,460 10,717 27,778
6 13,401 11,891 11,372 27,778 11,710 11,193 27,778
7 14,071 12,236 11,744 27,778 11,935 11,445 27,778
8 14,775 12,592 12,329 27,778 12,126 11,866 27,778
9 15,513 12,960 12,727 27,778 12,275 12,045 27,778
10 16,289 13,339 13,339 27,778 12,370 12,370 27,778
11 17,103 13,799 13,799 27,778 12,451 12,451 27,778
12 17,959 14,276 14,276 27,778 12,455 12,455 27,778
13 18,856 14,770 14,770 27,778 12,368 12,368 27,778
14 19,799 15,283 15,283 27,778 12,172 12,172 27,778
15 20,789 15,815 15,815 27,778 11,843 11,843 27,778
16 21,829 16,366 16,366 27,778 11,347 11,347 27,778
17 22,920 16,937 16,937 27,778 10,641 10,641 27,778
18 24,066 17,530 17,530 27,778 9,661 9,661 27,778
19 25,270 18,144 18,144 27,778 8,326 8,326 27,778
20 26,533 18,781 18,781 27,778 6,527 6,527 27,778

25 33,864 22,335 22,335 27,778 0 0 0
35 55,160 31,696 31,696 32,014 0 0 0
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM
ISSUE AGES: 65 MALE/65 FEMALE
INITIAL FACE AMOUNT: $27,778

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

<TABLE>
<CAPTION>
PREMIUMS CURRENT CHARGES* GUARANTEED CHARGES**
ACCUMULATED ------------------------ -------------------------------
END OF CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT
SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ---- ---------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,721 8,752 27,778 9,721 8,752 27,778
2 11,025 9,432 8,493 27,778 9,432 8,493 27,778
3 11,576 9,147 8,236 27,778 9,129 8,220 27,778
4 12,155 8,669 8,136 27,778 8,809 8,077 27,778
5 12,763 8,599 7,891 27,778 8,466 7,760 27,778
6 13,401 8,336 7,852 27,778 8,095 7,614 27,778
7 14,071 8,080 7,619 27,778 7,687 7,230 27,778
8 14,775 7,831 7,592 27,778 7,232 6,996 27,778
9 15,513 7,589 7,370 27,778 6,716 6,499 27,778
10 16,289 7,354 7,354 27,778 6,122 6,122 27,778
11 17,103 7,161 7,161 27,778 5,457 5,457 27,778
12 17,959 6,972 6,972 27,778 4,673 4,673 27,778
13 18,856 6,787 6,787 27,778 3,747 3,747 27,778
14 19,799 6,606 6,606 27,778 2,652 2,652 27,778
15 20,789 6,430 6,430 27,778 1,349 1,349 27,778
16 21,829 6,257 6,257 27,778 0 0 0
17 22,920 6,088 6,088 27,778 0 0 0
18 24,066 5,923 5,923 27,778 0 0 0
19 25,270 5,762 5,762 27,778 0 0 0
20 26,533 5,604 5,604 27,778 0 0 0

25 33,864 4,866 4,866 27,778 0 0 0
35 55,160 3,619 3,619 27,778 0 0 0
</TABLE>

* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION
CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Hartford Life
Insurance Company (a Connecticut corporation and wholly-owned subsidiary of
Hartford Life and Accident Insurance Company) and subsidiaries as of December
31, 1994 and 1993, and the related consolidated statements of income,
stockholder's equity and cash flow for each of the three years in the period
ended December 31, 1994. These consolidated financial statements and the
schedules referred to below are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements and schedules 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 consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Hartford Life Insurance Company and subsidiaries as of December 31, 1994 and
1993, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994 in conformity with generally
accepted accounting principles.

As discussed in the accompanying notes to the consolidated financial statements,
the Company adopted new accounting standards promulgated by the Financial
Accounting Standards Board, changing its methods of accounting, as of January 1,
1994, for debt and equity securities, and, effective January 1, 1992, for
postretirement benefits other than pensions and postemployment benefits.

Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedules listed in the
Index to Consolidated Financial Statements and Schedules are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not a required part of the basic consolidated financial statements. These
schedules have been subjected to the auditing procedures applied in the audits
of the basic consolidated financial statements and, in our opinion, fairly
state in all material respects the financial data required to be set forth
therein in relation to the basic consolidated financial statements taken as a
whole.

ARTHUR ANDERSEN LLP

Hartford, Connecticut
January 30, 1995

F-2

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN MILLIONS)

FOR THE YEARS ENDED DECEMBER 31,

1994 1993 1992
<S> <C> <C> <C>
REVENUES:
Premiums and other considerations $1,100 $ 747 $ 259
Net investment income 1,292 1,051 907
Net realized gains on investments 7 16 5
------ ------ ------
2,399 1,814 1,171

BENEFITS, CLAIMS AND EXPENSES:
Benefits, claims and claim
adjustment expenses 1,405 1,046 797
Amortization of deferred policy
acquisition costs 145 113 55
Dividends to policyholders 419 227 47
Other insurance expenses 227 210 138
------ ------ ------
2,196 1,596 1,037

INCOME BEFORE INCOME TAX AND
CUMULATIVE EFFECT OF CHANGES IN
ACCOUNTING PRINCIPLES 203 218 134
Income tax expense 65 75 45
------ ------ ------

INCOME BEFORE CUMULATIVE EFFECT OF
CHANGES IN ACCOUNTING PRINCIPLES 138 143 89

Cumulative effect of changes in
accounting principles net of tax benefit of $7 - - (13)
------ ------ ------

NET INCOME $ 138 $ 143 $ 76
------ ------ ------
------ ------ ------
</TABLE>

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

F-3

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
<TABLE>
<CAPTION>

AS OF DECEMBER 31,
1994 1993
-------- --------
<S> <C> <C>
ASSETS

Investments:
Fixed maturities, available for sale, at fair
value in 1994 and at amortized cost in 1993
(amortized cost, $14,464 in 1994; fair
value, $12,845 in 1993) $13,429 $12,597
Equity securities, at fair value 68 90
Mortgage loans, at outstanding principal balance 316 228
Policy loans, at outstanding balance 2,614 1,397
Other investments 107 40
------- -------
16,534 14,352

Cash 20 1
Premiums and amounts receivable 160 327
Reinsurance recoverable 5,466 5,532
Accrued investment income 378 241
Deferred policy acquisition costs 1,809 1,334
Deferred income tax 590 114
Other assets 83 101
Separate account assets 22,809 16,284
------- -------
$47,849 $38,286
------- -------
------- -------

LIABILITIES AND STOCKHOLDER'S EQUITY

Future policy benefits $1,890 $1,659
Other policyholder funds 21,328 18,234
Other liabilities 1,000 916
Separate account liabilities 22,809 16,284
------- -------
47,027 37,093

Common stock - authorized 1,000 shares, $5,690
par value, issued and outstanding 1,000 shares 6 6
Capital surplus 826 676
Unrealized losses on securities, net of tax (654) (5)
Retained earnings 644 516
------- -------
822 1,193
------- -------
$47,849 $38,286
------- -------
------- -------
</TABLE>

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

F-4

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(IN MILLIONS)

UNREALIZED
GAINS(LOSSES) TOTAL
COMMON CAPITAL ON RETAINED STOCKHOLDER'S
STOCK SURPLUS SECURITIES EARNINGS EQUITY
----- ------- ---------- -------- ------
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1991 $ 6 $ 439 $ 1 $ 297 $ 743
Net Income 76 76
Capital Contribution - 25 - - 25
Excess of assets over liabilities on
reinsurance assumed from affiliate - 34 - - 34
Change in unrealized losses on equity
securities, net of tax - - (1) - (1)
------ ------- ------- ------- -------
BALANCE, DECEMBER 31, 1992 6 498 0 373 877
------ ------- ------- ------- -------
Net Income - - - 143 143
Capital Contribution - 180 - - 180
Excess of assets over liabilities on
reinsurance assumed from affiliate - (2) - - (2)
Change in unrealized losses on equity
securities, net of tax - - (5) - (5)
------ ------- ------- ------- -------
BALANCE, DECEMBER 31, 1993 6 676 (5) 516 1,193
------ ------- ------- ------- -------
Net Income - - - 138 138
Capital Contribution - 150 - - 150
Dividends Paid - - - (10) (10)
Change in unrealized losses on securities,
net of tax * - - (649) - (649)
------ ------- ------- ------- -------
BALANCE, DECEMBER 31, 1994 $ 6 $ 826 $ (654) $ 644 $ 822
------ ------- ------- ------- -------
------ ------- ------- ------- -------
<FN>

* The 1994 change in unrealized losses on securities, net of tax, includes a
gain of $91 due to adoption of SFAS #115 as discussed in note 1b to the
consolidated financial statements.
</TABLE>

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

F-5

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASHFLOW
(IN MILLIONS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES:
NET INCOME $ 138 $ 143 $ 76
Cumulative effect of accounting changes - - 13
Adjustments to net income:
Net realized investment gains before tax (7) (16) (5)
Net policyholder investment losses
(gains) before tax 5 (15) (15)
Net deferred policy acquisition costs (441) (292) (278)
Net amortization of premium (discount) on
fixed maturities 41 2 (16)
Deferred income tax benefits (128) (121) (14)
(Increase) decrease in premiums and
amounts receivable 10 (28) (14)
Increase in accrued investment income (106) (4) (116)
Decrease(increase) in other assets 101 (36) 88
Decrease(increase) in reinsurance
recoverable 75 (121) 0
Increase in liability for future policy
benefits 224 360 527
Increase in other liabilities 191 176 92
-------- --------- --------
CASH PROVIDED BY OPERATING ACTIVITIES 103 48 338
-------- --------- --------
INVESTING ACTIVITIES:
Purchases of fixed maturity investments (9,127) (12,406) (8,948)
Proceeds from sales of fixed maturity
investments 5,708 8,813 5,728
Maturities and principal paydowns of
long-term investments 1,931 2,596 1,207
Net purchases of other investments (1,338) (206) (106)
Net sales (purchases) of short-term
investments 135 (564) 221
-------- --------- --------
CASH USED FOR INVESTING ACTIVITIES (2,691) (1,767) (1,898)
-------- --------- --------
FINANCING ACTIVITIES:
Net receipts from investment and UL-type
contracts credited to policyholder account
balances 2,467 1,513 1,512
Capital contribution 150 180 25
Excess of assets over liabilities on
reinsurance assumed from affiliate - - 34
Dividends paid (10) - -
-------- --------- --------
CASH PROVIDED BY FINANCING
ACTIVITIES 2,607 1,693 1,571
-------- --------- --------
NET INCREASE(DECREASE) IN CASH 19 (26) 11
Cash at beginning of period 1 27 16
-------- --------- --------
CASH AT END OF PERIOD $ 20 $ 1 $ 27
-------- --------- --------
-------- --------- --------
</TABLE>

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

F-6

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN MILLIONS)

1. SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PRESENTATION:

These consolidated financial statements include Hartford Life
Insurance Company (the Company or HLIC) and its wholly-owned
subsidiaries, ITT Hartford Life and Annuity Company (ILA) and ITT
Hartford International Life Reassurance Corporation (HLR), formerly
American Skandia Life Reinsurance Corporation. HLIC is a wholly-owned
subsidiary of Hartford Life and Accident Insurance Company (HLA).
The Company is ultimately owned by Hartford Fire Insurance Company
(Hartford Fire), which is ultimately owned by ITT Hartford Group,
Inc., a subsidiary of ITT Corporation (ITT).

The consolidated financial statements are prepared in conformity with
generally accepted accounting principles which differ in certain
material respects from the accounting practices prescribed or
permitted by various insurance regulatory authorities.

Certain reclassifications have been made to prior year financial
statements to conform to current year classifications.

(B) CHANGES IN ACCOUNTING PRINCIPLES:

Effective January 1, 1992, the Company adopted Statement of Financial
Accounting Standards (SFAS)No. 106, "Employers' Accounting for
Postretirement Benefits Other than Pensions" and SFAS No. 112,
Employers' Accounting for Postemployment Benefits", using the
immediate recognition method. Accordingly, a cumulative adjustment
(through December 31, 1991) of $7 after-tax has been recognized at
January 1, 1992.

Effective January 1, 1994, the Company adopted SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities".
The new standard requires, among other things, 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 effect those
intentions. The classification determines the appropriate accounting
carrying value (cost basis or fair value) and, in the case of fair
value, whether the adjustment impacts Stockholder's Equity directly or
is reflected in the Consolidated Statements of Income. Investments in
equity securities had previously been recorded at fair value with the
corresponding impact included in Stockholder's Equity. Under SFAS No.
115, the Company's fixed maturities are classified as "available for
sale" and accordingly, these investments are reflected at fair value
with the corresponding impact included as a component of Stockholder's
Equity designated as "Unrealized Loss on Securities, Net of Tax."
As with the underlying investment security, unrealized gains and
losses on derivative financial instruments are considered in
determining the fair value of the portfolios. The impact of adoption
was an increase to stockholder's equity of $91.

The Company's cash flows were not impacted by these changes in
accounting principles.

Revenues for universal life policies and investment products consist
of policy charges for the cost of insurance,

F-7

<PAGE>

policy administration and surrender charges assessed to policy account
balances. Premiums for traditional life insurance policies are
recognized as revenues when they are due from policyholders. Deferred
acquisition costs are amortized using the retrospective deposit method
for universal life and other types of contracts where the payment
pattern is irregular or surrender charges are a significant source of
profit and the prospective deposit method is used where investment
margins are the primary source of profit.

(D) FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS:

Liabilities for future policy benefits are computed by the net level
premium method using interest rate assumptions varying from 3% to 11%
and withdrawal, mortality and morbidity assumptions which vary by
plan, year of issue and policy durations and include a provision for
adverse deviation. Liabilities for universal life insurance and
investment products represent policy account balances before
applicable surrender charges.

(E) POLICYHOLDER REALIZED GAINS AND LOSSES:

Realized gains and losses on security transactions associated with the
Company's immediate participation guaranteed contracts are excluded
from revenues, since under the terms of the contracts the realized
gains and losses will be credited to policyholders in future years as
they are entitled to receive them.

(F) DEFERRED POLICY ACQUISITION COSTS:

Policy acquisition costs, including commissions and certain
underwriting expenses associated with acquiring traditional life
insurance products, are deferred and amortized over the lesser of the
estimated or actual contract life. For universal life insurance and
investment products, acquisition costs are being amortized generally
in proportion to the present value of expected gross profits from
surrender charges, investment, mortality and expense margins.

(G) INVESTMENTS:

Investments in fixed maturities are classified as available for sale
and accordingly reflected at fair value with the corresponding impact
of unrealized gains and losses, net of tax, included as a component of
stockholder's equity. Securities and derivative instruments,
including swaps, caps, floors, futures, forward commitments and
collars, are based on dealer quotes or quoted market prices for the
same or similar securities. While the Company has the ability and
intent to hold all fixed income securities until maturity, due to
contract obligations, interest rates and tax laws, portfolio activity
occurs. These trades are motivated by the need to optimally position
investment portfolios in reaction to movements in capital markets or
distribution of policyholder liabilities. When an other than temporary
reduction in the value of publicly traded securities occurs, the
decrease is reported as a realized loss and the carrying value is
adjusted accordingly. Real estate is carried at cost less accumulated
depreciation. Equity securities, which include common stocks, are
carried at market value with the after-tax difference from cost
reflected in stockholder's equity. Realized investment gains and
losses, after deducting life and pension policyholders share are
reported as a component of revenue and are determined on a specific
identification basis.

(H) DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses a variety of derivative financial instruments as part
of an overall risk management strategy. These instruments, including
swaps, caps, collars and exchange traded financial futures, are used
as a means of hedging exposure to price, foreign currency and/or
interest rate risk on planned investment purchases or existing assets
and liabilities. The Company does not hold or issue derivative
financial instruments for trading purposes. The Company's minimum
correlation threshold for hedge designation is 80%. If correlation,
which is assessed monthly and measured based on a rolling three month
average, falls below 80%, hedge accounting will be terminated. Gains
or losses on futures purchased in anticipation of the future receipt
of product cash flows are deferred and, at the time of the ultimate
purchase, reflected as a basis adjustment to the purchased asset.
Gains or losses on futures used in invested asset risk management are
deferred and adjusted into the basis of the hedged asset when the
contract is closed. The basis adjustments are amortized into
investment income over the remaining asset life.

F-8

<PAGE>

Open forward commitment contracts are marked to market through
Stockholder's Equity. Such contracts are recorded at settlement by
recording the purchase of the specified securities at the previously
committed price. Gains or losses resulting from the termination of
the forward commitment contracts before the delivery of the securities
are recognized immediately in the income statement as a component of
investment income.

The Company's accounting for interest rate swaps and purchased or
written caps, floors, and options used to manage risk is in accordance
with the concepts established in SFAS 80, "Accounting for Futures
Contracts", the American Institute of Certified Public Accountants
Statement of Position 86-2, "Accounting for Options" and various EITF
pronouncements, except for written options which are written in all
cases in conjunction with other assets and derivatives as part of an
overall risk management strategy. Such synthetic instruments are
accounted for as hedges. Derivatives, used as part of a risk
management strategy, must be designated at inception and have
consistency of terms between the synthetic instrument and the
financial instrument being replicated. Synthetic instrument
accounting, consistent with industry practice, provides that the
synthetic asset is accounted for like the financial instrument it is
intended to replicate. Interest rate swaps and purchased or written
caps, floors and options which fail to meet management criteria are
accounted for at fair market value with the impact reflected in net
income.

Interest rate swaps involve the periodic exchange of payments without
the exchange of underlying principal or notional amounts. Net
payments are recognized as an adjustment to income. Should the swap
be terminated, the gains or losses are adjusted into the basis of the
asset or liability and amortized over the remaining life. The basis
of the underlying asset or liability is adjusted to reflect changing
market conditions such as prepayment experience. Should the asset be
sold or liability terminated, the gains or losses on the terminated
position are immediately recognized in earnings. Interest rate swaps
purchased in anticipation of an asset purchase ("anticipatory
transaction") are recognized consistent with the underlying asset
components. That is, the settlement component is recognized in the
Statement of Income while the change in market is recognized as an
unrealized gain or loss.

Premiums paid on purchased floor or cap agreements and the premium
received on issued cap or floor agreements used for risk management,
as well as the net payments, are adjusted into the basis of the
applicable asset and amortized over the asset life. Gains or losses
on termination of such positions are adjusted into the basis of the
asset or liability and amortized over the remaining asset life.

Forward exchange contracts and foreign currency swaps are accounted
for in accordance with SFAS 52. Changes in the spot rate of
instruments designated as hedges of the net investment in a foreign
subsidiary are reflected in the cumulative translation adjustment
component of stockholder's equity.

(I) RELATED PARTY TRANSACTIONS:

Transactions of the Company with its parent and affiliates relate
principally to tax settlements, insurance coverage, rental and service
fees and payment of dividends and capital contributions. 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 expenses, are initially paid by Hartford Fire. Direct
expenses are allocated to the Company using specific identification
and indirect expenses are allocated using other applicable methods.

The rent paid to Hartford Fire for the space occupied by the Company
was $3 in 1994, 1993, and 1992 respectively. The Company expects to
pay rent of $3 in 1995, 1996, 1997,1998, and 1999 respectively and
$60 thereafter, over the contract life of the lease.

See also Note (4) for the related party coinsurance agreements.

F-9

<PAGE>

2. INVESTMENTS

(A) COMPONENTS OF NET INVESTMENT INCOME:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Interest income $1,247 $1,007 $894
Income from other investments 54 53 15
------ ------ ------
GROSS INVESTMENT INCOME 1,301 1,060 909
Less: investment expenses 9 9 2
------ ------ ------
NET INVESTMENT INCOME $1,292 $1,051 $907
------ ------ ------
------ ------ ------
</TABLE>

(B) UNREALIZED GAINS (LOSSES) ON EQUITY SECURITIES:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Gross unrealized gains $ 2 $ 3 $ 2
Gross unrealized losses (11) (11) (2)
Deferred income tax expense (benefit) (3) (3) 0
------ ------ ------
NET UNREALIZED LOSSES AFTER TAX (6) (5) 0
Balance at beginning of year (5) 0 1
------ ------ ------
CHANGE IN NET UNREALIZED LOSSES ON
EQUITY SECURITIES $ (1) $ (5) $(1)
------ ------ ------
------ ------ ------
</TABLE>

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Gross unrealized gains $ 150 $ 538 $ 521
Gross unrealized losses (1,185) (290) (302)
-------- ------ ------
NET UNREALIZED (LOSSES) GAINS (1,035) 248 219
Unrealized losses credited to policyholders 37 0 0
Deferred income tax expense (benefit) (350) 87 75
-------- ------ ------
NET UNREALIZED (LOSSES) GAINS AFTER TAX (648) 161 144
Balance at beginning of year 161 144 297
-------- ------ ------
CHANGE IN NET UNREALIZED (LOSSES)GAINS ON
FIXED MATURITIES $ (809) $ 17 $(153)
-------- ------ ------
-------- ------ ------
</TABLE>

(D) COMPONENTS OF NET REALIZED GAINS:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Fixed maturities $(34) $(12) $20
Equity securities (11) 0 3
Real estate and other 47 43 (3)
Less: (decrease)increase in liability
to policyholders for realized gains (5) 15 15
------ ------ ------
NET REALIZED GAINS $ 7 $ 16 $ 5
------ ------ ------
------ ------ ------
</TABLE>

F-10

<PAGE>

(E) DERIVATIVE INVESTMENTS:

A summary of investments, segregated by major category along with the
types of derivatives and their respective notional amounts, are as
follows as of December 31, 1994 :

<TABLE>
<CAPTION>
SUMMARY OF INVESTMENTS
AS OF DECEMBER 31, 1994
(CARRYING AMOUNTS)

ISSUED CAPS, PURCHASED
TOTAL CARRYING NON- FLOORS & CAPS, FLOORS FUTURES SWAPS
VALUE DERIVATIVE OPTIONS (B) & OPTIONS (C) (D) (F)
-------------- ---------- ------------ ------------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Asset Backed Securities $5,670 $5,690 $(31) $24 $0 $(13)
Inverse Floaters (A) 474 482 (9) 4 0 (3)
Anticipatory (E) (30) 0 0 2 0 (32)
-------- ------- ------ ------ ------ ------
TOTAL ASSET BACKED SECURITIES 6,114 6,172 (40) 30 0 (48)

Other Bonds and Notes 6,533 6,606 0 0 0 (73)

Short-Term Investments 782 782 0 0 0 0
-------- ------- ------ ------ ------ ------
TOTAL FIXED MATURITIES 13,429 13,560 (40) 30 0 (121)

Other Investments 3,105 3,105 0 0 0 0
-------- ------- ------ ------ ------ ------

TOTAL INVESTMENTS $16,534 $16,665 $(40) $30 $0 $(121)
-------- ------- ------ ------ ------ ------
-------- ------- ------ ------ ------ ------
</TABLE>

SUMMARY OF INVESTMENTS IN DERIVATIVES
AS OF DECEMBER 31, 1994
(NOTIONAL AMOUNTS)

<TABLE>
<CAPTION>
ISSUED CAPS, PURCHASED
TOTAL NOTIONAL FLOORS, & CAPS, FLOORS, FUTURES SWAPS
AMOUNT OPTIONS (B) & OPTIONS (C) (D) (F)
-------------- ------------ ------------- -------- ------
<S> <C> <C> <C> <C> <C>
Asset Backed Securities $4,244 $1,311 $2,546 $75 $312
Inverse Floaters (A) 1,129 277 63 3 786
Anticipatory (E) 835 0 209 101 525
------- ------- ------- ------- -------
TOTAL ASSET BACKED 6,208 1,588 2,818 179 1,623

Other Bonds and Notes 670 0 72 74 524

Short-Term Investments 0 0 0 0 0
------- ------- ------- ------- -------
TOTAL FIXED MATURITIES 6,878 1,588 2,890 253 2,147

Other Investments 16 0 3 0 13
------- ------- ------- ------- -------

TOTAL INVESTMENTS $6,894 $1,588 $2,893 $253 $2,160
------- ------- ------- ------- -------
------- ------- ------- ------- -------
</TABLE>

F-11

<PAGE>

A summary of the notional and fair value of derivatives with off Balance Sheet
risk as of December 31, 1993 is as follows:

ISSUED SWAPS, CAPS
FLOORS AND COLLARS FUTURES FORWARDS TOTAL
------------------ ------- -------- -----
<S> <C> <C> <C> <C>
Notional $7,015 $1,792 $91 $8,898
Fair Value $(4) $0 $1 $(3)
</TABLE>

(A) Inverse floaters, which are variations of CMO's for which the coupon
rates move inversely with an index rate (e.g. LIBOR). The risk to
principal is considered negligible as the underlying collateral for
the securities is guaranteed or sponsored by government agencies. To
address the volatility risk created by the coupon variability, the
Company uses a variety of derivative instruments, primarily interest
rate swaps and issued floors.

(B) Comprised primarily of caps ($1,459) with a weighted average strike
rate of 7.7% (ranging from 6.8% to 10.2%). Over 70% mature in 1997
and 1998. Issued floors total $125 with a weighted average strike
rate of 8.3% and mature in 2004.

(C) Comprised of purchased floors ($1,856), purchased options and collars
($633) and purchased caps ($404). The floors have a weighted average
strike price of 5.8% (ranging from 4.8% and 6.6%) and over 85% mature
in 1997 and 1998. The options and collars generally mature in 1995
and 2002. The caps have a weighted average strike price of 7.2%
(ranging from 4.5% and 8.9%) and over 66% mature in 1997 through
1999.

(D) Over 95% of futures contracts expire before December 31, 1995.

(E) Deferred gains and losses on anticipatory transactions are included in
the carrying value of bond investments in the consolidated balance
sheets. At the time of the ultimate purchase, they are reflected as
a basis adjustment to the purchased asset. At December 31, 1994,
these were $(33) million in net deferred losses for futures, interest
rate swaps and purchased options.

(F) The following table summarizes the maturities of interest rate and
foreign currency swaps outstanding at December 31, 1994 and the
related weighted average interest pay rate or receive rate assuming
current market conditions:

MATURITY OF SWAPS ON INVESTMENTS AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>

MATURITY
DERIVATIVE TYPE 1995 1996 1997 1998 1999 2000+ TOTAL LAST
--------------- ---- ---- ---- ---- ---- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST RATE SWAPS:
PAY FIXED/RECEIVE VARIABLE:
Notional Value $0 $15 $50 $0 $446 $268 $779 2004
Weighted Average Pay Rate 0.0% 5.0% 7.2% 0.0% 8.2% 7.8% 7.9%
Weighted Average Receive Rate 0.0% 6.4% 5.7% 0.0% 7.5% 6.5% 7.0%
PAY VARIABLE/RECEIVE FIXED:
Notional Value $311 $50 $100 $25 $175 $100 $761 2002
Weighted Average Pay Rate 5.1% 5.3% 5.5% 5.3% 5.4% 6.0% 5.4%
Weighted Average Receive Rate 8.0% 8.0% 7.5% 4.0% 4.5% 7.2% 6.9%
PAY VARIABLE/RECEIVE DIFFERENT VARIABLE:
Notional Value $95 $50 $18 $15 $5 $232 $415 2005
Weighted Average Pay Rate 4.2% 6.4% 6.8% 6.2% 0.0% 6.0% 5.7%
Weighted Average Receive Rate 9.1% 6.3% 9.5% 6.4% 0.0% 6.3% 7.1%
TOTAL INTEREST RATE SWAPS $406 $115 $168 $40 $626 $600 $1,955 2004
Total Weighted Average Pay Rate 4.9% 5.7% 6.1% 5.6% 7.4% 6.8% 6.5%
Total Weighted Average Receive Rate 8.2% 7.1% 7.2% 4.9% 6.7% 6.5% 7.0%
FOREIGN CURRENCY SWAPS $35 $46 $29 $15 $10 $70 $205 2002
TOTAL SWAPS $441 $161 $197 $55 $636 $670 $2,160 2005
</TABLE>

F-12

<PAGE>

In addition to risk management through derivative financial
instruments pertaining to the investment portfolio, interest rate
sensitivity related to certain Company liabilities was altered
primarily through interest rate swap agreements. The notional amount
of the liability agreements in which the Company generally pays one
variable rate in exchange for another, was $1.7 billion and $1.3
billion at December 31, 1994 and 1993 respectively. The weighted
average pay rate is 6.2%; the weighted average receive rate is 6.6% ,
and these agreements mature at various times through 2004.

(F) CONCENTRATION OF CREDIT RISK:
The Company has a reinsurance recoverable of $4.4 billion from
Mutual Benefit Life Assurance Corporation (Mutual Benefit). The risk
of Mutual Benefit becoming insolvent is mitigated by the reinsurance
agreement's requirement that the assets be kept in a security trust
with the Company as sole beneficiary. Excluding investments in U.S.
government and agencies, the Company has no other significant
concentrations of credit risk.

The Company currently owns $39.2 million par value of Orange County,
California Pension Obligation Bonds, $17.1 million of which it
continues to carry as available for sale under FASB 115 and $22.1
million which are included in the Separate Account Assets. While
Orange County is currently operating under Protection of Chapter 9 of
the Federal Bankruptcy Laws, the Company believes it is probable that
it will collect all amounts due under the contractual terms of the
bonds and that the bonds are not permanently or other than temporarily
impaired.

As of December 31, 1994 the Company owned $66.1 million of Mexican
bonds, $52.3 million of which are payable in Mexican pesos but are
fully hedged back to U.S. dollars, and $13.8 million of U.S. Dollar
Denomination Mexican bonds. The primary risks associated with these
securities is a default by the Mexican government or imposition of
currency controls that prevent conversion of Mexican pesos to U.S.
dollars. The Company believes both of these risks are remote.

(G) FIXED MATURITIES:
The schedule below details the amortized cost and fair values of the
Company's fixed maturities by component, along with the gross
unrealized gains and losses:

1994
----
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
--------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. Government and government
agencies and authorities:
- - guaranteed and sponsored $1,516 $1 $(87) $1,430
- - guaranteed and sponsored
- asset backed 4,256 78 (571) 3,763
States, municipalities and
political subdivisions 148 1 (12) 137
International governments 189 1 (14) 176
Public utilities 531 1 (32) 500
All other corporate 3,717 38 (297) 3,458
All other corporate
- asset backed 2,442 30 (121) 2,351
Short-term investments 1,665 0 (51) 1,614
------- ----- -------- -------
TOTAL $14,464 $150 $(1,185) $13,429
------- ----- -------- -------
------- ----- -------- -------
</TABLE>

F-13

1993
----
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- ------
<S> <C> <C> <C> <C>
U.S. Government and government
agencies and authorities:
- - guaranteed and sponsored $ 1,637 $ 15 $ (12) $ 1,640
- - guaranteed and sponsored
- asset backed 4,070 235 (219) 4,086
States, municipalities and
political subdivisions 73 9 0 82
International governments 100 5 (3) 102
Public utilities 423 20 (2) 441
All other corporate 3,598 180 (42) 3,736
All other corporate
- asset backed 1,806 74 (12) 1,868
Short-term investments 890 0 0 890
-------- ------- -------- --------
TOTAL $12,597 $ 538 $ (290) $12,845

-------- ------- -------- --------
-------- ------- -------- --------
</TABLE>

The amortized cost and estimated fair value of fixed maturity
investments at December 31, 1994, by maturity, are shown below. Asset
backed securities are distributed to maturity year based on the
Company's estimate of the rate of future prepayments of principal over
the remaining life of the securities. Expected maturities differ from
contractual maturities reflecting the borrowers' rights to call or
prepay their obligations.

AMORTIZED COST ESTIMATED FAIR VALUE
-------------- --------------------
MATURITY
- --------
<S> <C> <C>
Due in one year or less $ 2,214 $ 2,183
Due after one year through five years 7,000 6,647
Due after five years through ten years 3,678 3,334
Due after ten years 1,572 1,265
--------- ---------
$14,464 $13,429
--------- ---------
--------- ---------
</TABLE>

Sales of fixed maturities excluding short-term fixed maturities for
the years ended 1994, 1993, and 1992 resulted in proceeds of $5,708,
$8,813, and $5,728, respectively, resulting in gross realized gains of
$71, $192, and $140, and gross realized losses of $100, $219, and
$135, respectively, not including policyholder gains and losses.
Sales of equity securities and other investments for the years ended
December 31, 1994, 1993, and 1992 resulted in proceeds of $159, $127
and $7, respectively, resulting in gross realized gains of $3, $0, and
$3, and gross realized losses of $14, $0, and $0, respectively, not
including policyholder gains and losses.

F-14

<PAGE>

(H) FAIR VALUE OF FINANCIAL INSTRUMENTS NOT DISCLOSED ELSEWHERE :

BALANCE SHEET ITEMS:

1994 1993
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- ------ -------- ------
<S> <C> <C> <C> <C>
ASSETS
Other invested assets:
Policy loans $2,614 $2,614 $1,397 $1,397
Mortgage loans 316 316 228 228
Investments in partnership
and trusts 36 42 14 34
Miscellaneous 67 67 22 63

LIABILITIES
Other policy claims and
benefits $13,001 $12,374 $11,140 $11,415
</TABLE>

The following methods and assumptions were used to estimate the fair
value of each class of financial instrument:policy and mortgage loan
carrying amounts approximate fair value; investments in partnerships
and trusts are based on external market valuations from partnership
and trust management; and other policy claims and benefits payable are
determined by estimating future cash flows discounted at the current
market rate.

3. INCOME TAX

The Company is included in ITT's consolidated U.S. Federal income tax
return and remits to (receives from) ITT a current income tax
provision (benefit) computed in accordance with the tax sharing
arrangements between ITTand its insurance subsidiaries. The
effective tax rate was 32% in 1994, and approximates the U.S.
statutory tax rates of 35% in 1993 and 34% in 1992. The provision for
income taxes was as follows:

<TABLE>
<CAPTION>
INCOME TAX EXPENSE:
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Current $185 $ $ 190 $ $ 124
Deferred (120) (115) (79)
------- -------- --------
$ 65 $ $ 75 $ $ 45
------- -------- --------
------- -------- --------
</TABLE>

F-15

<PAGE>

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
TAX PROVISION AT U.S. STATUTORY RATE $71 $76 $46
Tax-exempt income (3) 0 0
Foreign tax credit (1) 0 0
Other (2) (1) (1)
----- ----- -----
PROVISION FOR INCOME TAX $ 65 $75 $45
----- ----- -----
----- ----- -----
</TABLE>

Income taxes paid were $ 244 , $301 and $36 in 1994, 1993, and 1992
respectively. The current taxes due from or (to) Hartford Fire were $46,
and $19 in 1994 and 1993 respectively.

Deferred tax assets include the following:

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Tax deferred acquisition cost $284 $158
Book deferred acquisition costs and reserves (134) (30)
Employee benefits 7 7
Unrealized loss on "available for sale"
securities 353 3
Investments and other 80 (24)
------- -------
$590 $114
------- -------
------- -------
</TABLE>

Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax
Act of 1959 permitted the deferral from taxation of a portion of statutory
income under certain circumstances. In these situations, the deferred
income was accumulated in a "Policyholders' Surplus Account" and will be
taxable in the future only under conditions which management considers to
be remote; therefore, no Federal income taxes have been provided on this
deferred income. The balance for tax return purposes of the Policyholders'
Surplus Account as of December 31, 1994 was $24.

4. REINSURANCE

The Company cedes insurance to non-affiliated insurers in order to limit
its maximum loss. Such transfer does not relieve the Company of its
primary liability. The Company also assumes insurance from other
insurers. Group life and accident and health insurance business is
substantially reinsured to affiliated companies.

Life insurance net retained premiums were comprised of the following:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Gross premiums $1,316 $1,135 $680
Reinsurance assumed 299 93 30
Reinsurance ceded 515 481 451
------- ------- -----
NET RETAINED PREMIUMS $1,100 $747 $259
------- ------- -----
------- ------- -----
</TABLE>

F-16

<PAGE>

Life reinsurance recoveries, which reduced death and other benefits, for
the years ended December 31, 1994, 1993 and 1992 approximated $164, $149,
and $73, respectively.

In December 1994, the Company assumed from a third party approximately
$500 million of corporate owned life insurance reserves on a coinsurance
basis. Also in December 1994, ILA ceded to ITT Lyndon Insurance Company
$1 billion in individual fixed and variable annuities on a modified
coinsurance basis. These transactions did not have a material impact on
consolidated net income.

In October 1994, HLR recaptured approximately $500 million of corporate
owned life insurance from a third party reinsurer. Subsequent to this
transaction, HLIC and HLR restructured their coinsurance agreement from
coinsurance to modified coinsurance, with the assets and policy liabilities
placed in the separate account. In May 1994, HLIC assumed and reinsured
the life insurance policies and the individual annuities of Pacific
Standard with reserves and account values of approximately $400 million.
The Company received cash and investment grade assets to support the life
insurance and individual annuity contract obligations assumed.

In June 1993, the Company assumed and partially reinsured the annuity, life
and accident and sickness insurance policies of Fidelity Bankers Life
Insurance Company in Receivership for Conservation and Rehabilitation, with
account values of $3.2 billion. The Company received cash and investment
grade assets to assume insurance and annuity contract obligations.
Substantially all of these contracts were placed in the Company's separate
accounts.

In November 1993, ILA acquired, through an assumption reinsurance
transaction, substantially all of the individual fixed and variable annuity
business of HLA. As a result of this transaction, the assets and
liabilities of the company increased approximately $1 billion. The excess
of liabilities assumed over assets received, of $2, was recorded as a
decrease to capital surplus. The impact on consolidated net income was not
significant.

On November 4, 1992, the Company entered into a definitive agreement
whereby the Company assumed the contract obligations of Mutual Benefit Life
Assurance Corporation's (Mutual Benefit) individual corporate owned life
insurance (COLI) contracts. The Company received $5.6 billion in cash and
invested assets, $5.3 billion of which were policy loans, from Mutual
Benefit for assuming the contract obligations. Simultaneously, the Company
coinsured approximately 84% of the contract obligations back to Mutual
Benefit, HLR and an unaffiliated reinsurer. In August 1993, the Company
received assets of $300 million for assuming the group COLI contract
obligations of Mutual Benefit, through an assumption reinsurance
transaction. Under the terms of the agreement, the Company coinsured back
75% of the liabilities to Mutual Benefit. All assets supporting Mutual
Benefit's reinsurance liability to HLIC are placed in a "security trust",
with Hartford Life as the sole beneficiary. The impact on 1992
consolidated net income was not significant.

In 1992, all ordinary individual life insurance written and in force in
HLA was assumed by HLIC. As a result of this transaction, the assets of
HLIC increased by approximately $437, liabilities increased approximately
$403. The excess of assets over liabilities of $34 was recorded as an
increase in capital.

5. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

The Company's employees are included in Hartford Fire's noncontributory
defined benefit pension plans. These plans provide pension benefits that
are based on years of service and the employee's compensation during the
last ten years of employment. The Company's funding policy is to
contribute annually an amount between the minimum funding requirements set
forth in the Employee Retirement Income Security Act of 1974 and the
maximum amount that can be deducted for Federal income tax purposes.
Generally, pension costs are funded through the purchase of the Company's
group pension contracts. The cost to the Company was approximately $2, $3
and $2 in 1994, 1993 and 1992, respectively.

The Company provides certain health care and life insurance benefits for
eligible retired employees. A substantial portion of the Company's
employees may become eligible for these benefits upon retirement.
Effective January 1, 1992, the Company adopted SFAS No. 106, using the
immediate recognition method for all benefits accumulated to date. As of
June 1992, the Company amended its plans, effective January 1, 1993,
whereby the Company's contribution for health care benefits will depend on
the retiree's date of retirement and years of service. In addition, the
plan amendments increased deductibles and set a defined dollar cap which

F-17

<PAGE>

limits average company contributions. The effect of these changes is not
material. The Company has prefunded a portion of the health care and life
insurance obligations through trust funds where such prefunding can be
accomplished on a tax effective basis. Postretirement health care and
life insurance benefits expense, allocated by Hartford Fire, was $1, $1,
and $1, for 1994, 1993, and 1992 respectively.

The assumed rate of future increases in the per capita cost of health care
(the health care trendrate) was 11% for 1994, decreasing ratably to 6 %
in the year 2001. Increasing the health care trend rates by one percent
per year would have an immaterial impact on the accumulated postretirement
benefit obligation and the annual expense. The assumed weighted average
discount rate was 8.5%. To the extent that the actual experience differs
from the inherent assumptions, the effect will be amortized over the
average future service of the covered employees.

6. BUSINESS SEGMENT INFORMATION

The reportable segments and product groups of HLIC and its subsidiaries are:
INDIVIDUAL LIFE AND ANNUITIES (ILAD)
- -Individual life
- -Fixed and variable retirement annuities

ASSET MANAGEMENT SERVICES (AMS)
- -Group Pension Plans products and services
- -Deferred Compensation Plans products and services
- -Structured Settlements and lottery annuities

SPECIALTY
- -Corporate Owned Life Insurance (COLI) and HLR

1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
REVENUES:
ILAD $691 $595 $305
AMS 789 794 770
Specialty 919 425 96
------- ------- -------
$2,399 $1,814 $1,171
------- ------- -------
------- ------- -------
INCOME BEFORE INCOME TAX:
ILAD $139 $129 $73
AMS 38 71 56
Specialty 26 18 5
------- ------- -------
$203 $218 $134
------- ------- -------
------- ------- -------
IDENTIFIABLE ASSETS:
ILAD $26,668 $19,147 $9,474
AMS 13,334 12,416 11,198
Specialty 7,847 6,723 5,910
------- ------- -------
$47,849 $ 38,286 $ 26,582
------- ------- -------
------- ------- -------
</TABLE>

7. STATUTORY NET INCOME AND SURPLUS

Substantially all of the statutory surplus is permanently reinvested or is
subject to dividend restrictions relating to various state regulations
which limit the payment of dividends without prior approval.

Statutory net income and surplus as of December 31 were:

F-18

<PAGE>

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Statutory net income $58 $63 $65

Statutory surplus $941 $812 $614
</TABLE>

The Company prepares its statutory financial statements in accordance with
accounting practices prescribed by the State of Connecticut Insurance
Department. Prescribed statutory accounting practices include publications
of the National Association of Insurance Commissioners ("NAIC"), as well as
state laws, regulations, and general administrative rules.

8. SEPARATE ACCOUNTS:

The Company maintains separate account assets and liabilities totaling
$22.8 billion and $16.3 billion at December 31, 1994 and 1993, respectively
which are reported at fair value. Separate account assets are segregated
from other investments and are not subject to claims that arise out of any
other business of the Company. Investment income and gains and losses of
separate accounts accrue directly to the policyholder. Separate accounts
reflect two categories of risk assumption: non-guaranteed separate
accounts totaling $14.8 billion and $11.5 billion at December 31, 1994 and
1993, respectively, wherein the policyholder assumes the investment risk,
and guaranteed separate account assets totaling $8.0 billion and $4.8
billion at December 31, 1994 and 1993, respectively, wherein the Company
contractually guarantees either a minimum return or account value to the
policyholder. Investment income (including investment gains and losses) on
separate account assets are not reflected in the Consolidated Statements of
Income. Separate account management fees, net of minimum guarantees, were
$256, $189, and $92, in 1994, 1993, and 1992, respectively.

The guaranteed separate accounts include modified guaranteed individual
annuity, and modified guaranteed life insurance. The average credit
interest rate on these contracts is 6.44%. The assets that support these
liabilities are comprised of $7.5 billion in bonds and $.5 billion in
policy loans. The portfolios are segregated from other investments and
are managed so as to minimize liquidity and interest rate risk. In order
to minimize the risk of disintermediation associated with early
withdrawals, individual annuity and modified guaranteed life insurance
contracts carry a graded surrender charge as well as a market value
adjustment. Additional investment risk is hedged using a variety of
derivatives which total $(16.2) million in carrying value and $3.2 billion
in notional amounts.

9. COMMITMENTS AND CONTINGENCIES

In August 1994, HLIC renewed a two year note purchase facility agreement
which in certain instances obligates the Company to purchase up to $100
million in collateralized notes from a third party. The Company is
receiving fees for this commitment. At December 31, 1994, the Company has
not purchased any notes under this agreement.

In March 1987, HLIC guaranteed the commercial mortgages (principal and
accrued interest) that were sold under a pooling and servicing agreement of
the same date. Mortgages aggregating approximately $53.0million were sold
in this transaction, and the remaining balance on these loans is $21.1
million. There was no impact on operations due to this guarantee.

Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed up to prescribed limits for policyholder losses
incurred by insolvent companies. The amount of any future assessments on
HLIC under these laws cannot be reasonably estimated. Most of these laws
do provide, however, that an assessment may be excused or deferred if it
would threaten an insurer's own financial strength. Additionally, guaranty
fund assessments are used to reduce state premium taxes paid by the Company
in certain states.

The Company is involved in various legal actions, some of which involve
claims for substantial amounts. In the opinion of management the ultimate
liability with respect to such lawsuits, as well as other contingencies, is
not considered material in relation to the consolidated financial position
of the Company.

F-19

<PAGE>
CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

The prospectus consisting of ________ pages.

The undertaking to file reports.

The Rule 484 undertaking.

The signatures.

Written consents of the following persons:

(a) Not applicable.

(b) Arthur Andersen LLP, Independent Certified Public
Accountants

(I) The following exhibits included herewith correspond to those required
by paragraph A of the instructions for exhibits to Form N-8B-2.

A. (1) Resolution of Board of Directors of the Company is filed with
this Registration Statement.

(2) Not Applicable.

(3) (a)Principal Underwriting Agreement is filed with this
Registration Statement File No.; and

(3) (b)Forms of Selling Agreements is filed with this Registration
Statement.

(4) Not Applicable.

(5) Form of Modified Single Premium Variable Life Insurance
Policy is filed with this Registration Statement.

<PAGE>
(6) Organizational documents of Hartford Life and Annuity
Insurance Company is filed with this Registration Statement.

(7) Not Applicable.

(8) Not Applicable.

(9) Not Applicable.

(10) Form of Application for Modified Single Premium Variable Life
Insurance Policies is filed with this Registration Statement.

(11) Memorandum describing transfer and redemption procedures is
filed with this Registration Statement.

(12) Power of Attorney is filed with this Registration Statement.

(II) See Exhibit 1.A.(5) above.

(III) B. Opinion and consent of Gregory M. Mateja, FSA, MAAA is filed with
this Registration Statement.

(IV) No financial statement will be omitted from the Prospectus pursuant
to Instruction 1 (b) or (c) of Part I.

(V) Not Applicable.
<PAGE>
SIGNATURES

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

HARTFORD LIFE INSURANCE COMPANY -
PUTNAM CAPITAL MANAGEMENT TRUST
SEPARATE ACCOUNT FIVE (Registrant)

By: /s/ Stephen P. Minihan
---------------------------------------
Stephen P. Minihan,
Assistant Vice President and Controller

HARTFORD LIFE INSURANCE COMPANY (Depositor)

By: /s/ Stephen P. Minihan
---------------------------------------
Stephen P. Minihan,
Assistant Vice President and Controller

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons and in the capacities and
on the dates indicated.

Donald R. Frahm, Chairman and
Chief Executive Officer, Director *

Bruce D. Gardner, General Counsel *By: /s/ Rodney J. Vessels
Corporate Secretary, Director * --------------------------------
Rodney J. Vessels,
Attorney-in-Fact
Joseph H. Gareau, Executive Vice
President and Chief Investment
Officer, Director *

John P. Ginnetti, Senior Vice
President, Director *

Thomas M. Marra, Senior Vice
President, Director *

Leonard E. Odell, Jr., Senior
Vice President, Director *
Dated: February 27, 1995
Lowndes A. Smith, President, _________________
Chief Operating Officer,
Director *

Raymond P. Welnicki, Senior Vice
President, Director *

Lizabeth H. Zistkus, Vice President,
Director *
Donald J. Znamierowski, Vice President

<PAGE>

HARTFORD LIFE INSURANCE COMPANY

CERTIFICATION

I, Bruce D. Gardner, Secretary of Hartford Life Insurance Company ("Company"),
do hereby certify that the attached is a true and complete copy of a resolution
adopted by the Board of Directors of this Company on July 25, 1994, and that
said resolution is still in full force and effect and has not been altered,
amended or rescinded.

[SEAL]

/s/ Bruce D. Gardner
----------------------------
Secretary

Dated: August 31, 1994

<PAGE>

HARTFORD LIFE INSURANCE COMPANY

CONSENT OF DIRECTORS

The undersigned, being all of the Directors of Hartford Life Insurance Company,
hereby consent to the following action, such action to have the same force and
effect as if taken at a meeting duly called and held for such purpose.

RESOLVED, that the Officers of the Company are hereby authorized and directed
to take all actions necessary to:

ESTABLISHMENT OF SEPARATE ACCOUNTS

RESOLVED, that the Company is hereby authorized to establish a new separate
account designated Separate Account Five, herein referred to as the "Account".

1. Designate or redesignate the Account as such Officers deem appropriate;

2. Comply with applicable state and federal laws and regulations applicable to
the establishment and operation of the Account; including filing all
necessary registrations and application for exemptive relief under the
federal securities law.

3. Establish, from time to time, the terms and conditions pursuant to which
interests in the Account will be sold to contract owners;

4. Establish all procedures, standards and arrangements necessary or
appropriate for the operation of the Account.

/s/ Donald R. Frahm /s/ Joseph H. Gareau
- --------------------------- -------------------------------
Donald R. Frahm Joseph H. Gareau

/s/ John P. Ginnetti /s/ Larry K. Lance
- --------------------------- -------------------------------
John P. Ginnetti Larry K. Lance

/s/ David J. McDonald /s/ Lowndes A. Smith
- --------------------------- -------------------------------
David J. McDonald Lowndes A. Smith

/s/ Michael S. Wilder /s/ Donald J. Znamierowski
- --------------------------- -------------------------------
Michael S. Wilder Donald J. Znamierowski

Dated: July 25, 1994
--------------------------

<PAGE>

PRINCIPAL UNDERWRITER AGREEMENT

THIS AGREEMENT, dated as of the 17th day of August, 1994, made by and between
HARTFORD LIFE INSURANCE COMPANY ("HLIC" or the "Sponsor"), a corporation
organized and existing under the laws of the State of Connecticut, and HARTFORD
EQUITY SALES COMPANY, INC. ("HESCO"), a corporation organized and existing under
the laws of the State of Connecticut.

WITNESSETH:

WHEREAS, the Board of Directors of HLIC has made provision for the
establishment of a separate account within HLIC in accordance with the laws
of the State of Connecticut, which separate account was organized and is
established and registered as a unit trust type investment company with the
Securities and Exchange Commission under the Investment Company Act of
1940, as amended, and which is designated Hartford Insurance Company
Separate Account Five (referred to as the "Unit Trust"); and

WHEREAS, HESCO offers to the public a certain Modified Single Premium
Variable Life Insurance Policies policy (the "Policy") issued by HLIC with
respect to the Unit Trust unites of interest thereunder which are
registered under the Securities Act of 1933, as amended; and

WHEREAS, HESCO has previously agreed to act as distributor in connection
with offers and sales of the Policy under the terms and conditions set
forth in this Distribution Agreement.

NOW THEREFORE, in consideration of the mutual agreements made herein, the
Sponsor and HESCO agree as follows:

HESCO'S DUTIES

1. HESCO, as principal underwriter for the Policy, will use its best efforts
to effect offers and sales of the Policy through broker-dealers that are
members of the National Association of Securities Dealers, Inc. and whose
registered representatives are duly licensed as insurance agents of HLIC.
HESCO is responsible for compliance with all applicable requirements of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended, and the rules
and regulations relating to the sales and distribution of the Policy, the
need for which arises out of its duties as principal underwriter of said
Policy and relating to the creation of the Unit Trust.

2. HESCO agrees that it will not use any prospectus, sales literature, or any
other printed matter or material or offer for sale or sell the Policy if
any of the foregoing in any way represent the duties, obligations, or
liabilities of HLIC as being greater than, or different from, such duties,
obligations and liabilities as are set forth in this Agreement, as it may
be amended from time to time.
<PAGE>

-2-

3. HESCO agrees that it will utilize the then currently effective prospectus
relating to the Unit Trust's Policies in connection with its selling
efforts.

As to the other types of sales materials, HESCO agrees that it will use
only sales materials which conform to the requirements of federal and state
insurance laws and regulations and which have been filed, where necessary,
with the appropriate regulatory authorities.

4. HESCO agrees that it or its duly designed agent shall maintain records of
the name and address of, and the securities issued by the Unit Trust and
held by, every holder of any security issued pursuant to this Agreement, as
required by the Section 26(a) (4) of the Investment Company Act of 1940, as
amended.

5. HESCO's services pursuant to this Agreement shall not be deemed to be
exclusive, and it may render similar services and act as an underwriter,
distributor, or dealer for other investment companies in the offering of
their shares.

6. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties hereunder on the part
of HESCO, HESCO shall not be subject to liability under a Policy for any
act or omission in the course, or connected with, rendering services
hereunder.

II.

1. The Unit Trust reserves the right at any time to suspend or limit the
public offering of the Policies upon 30 days' written notice to HESCO,
except where the notice period may be shortened because of legal action
taken by any regulatory agency.

2. The Unit Trust agrees to advice HESCO immediately:

(a) Of any request by the Securities and Exchange Commission for amendment
of its Securities Act registration statement or for additional
information;

(b) Of the issuance by the Securities and Exchange Commission of any stop
order suspending the effectiveness of the Securities Act registration
statement relating to units of interest issued with respect to the
Unit Trust or of the initiation of any proceedings for that purpose;

(c) Of the happening of any material event, if known, which makes untrue
any statement in said Securities Act registration statement or which
requires change therein in order to make any statement therein not
misleading.
<PAGE>

-3-

HLIC will furnish to HESCO such information with respect to the Unit Trust
and the Policies in such from and signed by such of its officers and
directors and HESCO may reasonable request and will warrant that the
statements therein contained when so signed will be trust and correct. HLIC
will also furnish, from time to time, such additional information regarding
the Unit Trust's financial condition as HESCO may reasonably request.

III.

COMPENSATION

For providing the principal underwriting functions on behalf of the Unit Trust,
HESCO shall be entitled to receive compensation as agreed upon from time to time
by HLIC and HESCO.

IV.

RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER

HESCO may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to HLIC. However, such registration shall not become effective
until either the Unit Trust has been completely liquidated and the proceeds of
the liquidation distributed through HLIC to the Policy Owners or a successor
Principal Underwriter has been designated and has accepted its duties.

MISCELLANEOUS

1. This Agreement may not be assigned by any of the parties hereto without the
written consent of the other party.

2. All notices and other communications provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage
prepaid, addressed as follows:

(a) If to HLIC - Hartford Life Insurance Company, P.O. Box 2999,
Hartford, Connecticut 06104.

(b) If to HESCO - Hartford Equity Sales Company, Inc., P.O. Box 2999,
Hartford, Connecticut 06104.

or to such other address as HESCO or the Sponsor shall designate by written
notice to the other.

3. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall be deemed one
instrument, and an executed copy of this Agreement and all amendments
hereto shall be kept on file by the Sponsor and shall be open to inspection
any any time during the business hours of the Sponsor.
<PAGE>

-4-

4. This Agreement shall inure to the benefit of and be binding upon the
successor of the parties hereto.

5. This Agreement shall be construed and governed by and according to the laws
of the State of Connecticut.

6. This Agreement may be amended from time to time by the mutual agreement and
consent of the parties hereto.

7. (a) This Agreement shall become effective , 1994 and shall
continue in effect for a period of two years from that date and,
unless sooner terminated in accordance with 7(b) below, shall
continue in effect from year to year thereafter provided that its
continuance is specifically approved at least annually by a majority
of the members of the Board of Directors of HLIC.

(b) This Agreement (1) may be terminated at any time, without the payment
of any penalty, either by a vote of a majority of the members of the
Board of Directors of HLIC on 60 days' prior written notice to HESCO;
(2) shall immediately terminate in the event of its assignment and (3)
may be terminated by HESCO on 60 days' prior written notice to HLIC,
but such termination will not be effective until HLIC shall have
policy with one or more persons to act as principal underwriter of the
Policies. HESCO hereby agrees that it will continue to act as
principal underwriter until its successor or successors assume
such undertaking.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

(Seal) HARTFORD LIFE INSURANCE COMPANY

Attest:

/s/ Bruce D. Gardner By: /s/ Joseph Kanarek
- ---------------------------- -----------------------------------
Bruce D. Gardner Joseph Kanarek
Secretary Vice President

(Seal) HARTFORD EQUITY SALES COMPANY, INC.

Attest:

/s/ Bruce D. Gardner By: /s/ Joseph Kanarek
- ---------------------------- -----------------------------------
Bruce D. Gardner Joseph Kanarek
Secretary Vice President

<PAGE>

EXHIBIT (I)A.(3)(b)

[ITT LOGO]

SALES AGREEMENT

1.0 APPOINTMENT

1.1 The Hartford insurance company(ies) named in the Sales Agreement
Specifications Page and, with respect to SEC Registered contracts,
Hartford Equity Sales Company, Inc., as Principal Underwriter,
(hereinafter collectively referred to as "Company") hereby appoint the
named individual(s) or organization(s) as "Agent" of Company for the
solicitation and procurement of applications for insurance contracts
(hereinafter referred to as "Contracts") in the line(s) of business
set forth in the Sales Agreement Specifications Page, in all states in
which Company is authorized to do business and in which Agent is
properly licensed and appointed, without exclusive representation.

2.0 AUTHORITY

2.1 Agent has the power or authority to represent Company only to the
extent expressly granted in this Agreement and no further power or
authority is implied.

2.2 Nothing contained herein is intended to create a relationship of
employer and employee between Company and Agent. Agent and, if
applicable, any sub-agents appointed by Agent, shall be independent
contractors as to Company and free to exercise their own judgment as
to the time, place and means of performing all acts hereunder, but
they shall conform to all regulations of Company not unreasonably
interfering with freedom of action or judgment.

2.3 This Agreement terminates all previous Agency agreements, if any,
between Company and Agent. However, the execution of this Agreement
shall not affect any obligations which have already accrued under any
prior agreement.

2.4 Agent does not have the authority to collect premiums for each line of
business, other than initial premiums, unless specifically set forth
in the applicable commission schedule.

2.5 If Agent is a Class I through Class XX Agent, Agent is authorized to
procure and solicit applications for Contracts through sub-agents
which Agent may appoint with the approval of Company. No agreement
between Agent and any sub-agent shall impose any liability or
obligation upon Company unless Company is a party thereto in writing.
All sub-agents shall be duly licensed under the applicable insurance
laws to sell annuity, life and health insurance contracts by the
proper authorities in the jurisdictions in which Agent proposes to
offer such Contracts. The sub-agents shall indicate in each
application for a Contract that it has been solicited on behalf of
Agent.

2.5.1 Agent shall supervise any sub-agents appointed by Agent to
solicit sales of the Contracts and Agent shall be responsible
for all acts and omissions of each sub-agent within the scope
of his agency appointment at all times. Agent shall exercise
all responsibilities required by the applicable federal and
state law and regulations. Company shall not have any
responsibility for the supervision of any sub-agents of Agent.

2.5.2 Company may, by written notice to Agent, refuse to permit any
sub-agent to solicit applications for the sale of any of the
Contracts hereunder and may, by such notice, require Agent to
cause any such sub-agent to cease any such solicitation or
sales, and Company may require Agent to cancel the appointment
of any sub-agent with Company.

-1-

<PAGE>

2.6 If Agent is assigned a different Agent Class for different Lines of
Business (i.e. Class I Agent for Variable Annuities and a Class V
Agent for Individual Life, Annuity and Health Insurance), the
provisions of this Agreement, which specifically relate only to a
particular Class of Agent shall only apply to Agent in transacting
that Line of Business for which Agent is so classified, if any.

3.0 SEC REGISTERED CONTRACTS

3.1 If Agent is a Class I through Class XX Agent and an NASD registered
Broker-Dealer, Agent agrees that, with respect to SEC Registered
Contracts, Agent has full responsibility for the training and
supervision of all persons, including sub-agents of Agent, associated
with Agent who are engaged directly or indirectly in the offer or sale
of such Contracts and that all such persons shall be subject to the
control of Agent with respect to such persons' activities in
connection with the Contracts. Agent will cause the sub-agents to be
trained in the sale of the Contracts and will cause such sub-agents to
be registered representatives of Agent before such sub-agents engage
in the offer or sale of the Contracts. Agent shall cause Agent's sub-
agents' qualifications to be certified to the satisfaction of Company
and shall notify Company if any sub-agents cease to be registered
representatives of Agent.

3.1.1 Agent will fully comply with the requirements of the National
Association of Securities Dealers, Inc. and of the Securities
Exchange Act of 1934 and all other applicable federal or state
laws and will establish such rules and procedures as may be
necessary to cause diligent supervision of the securities
activities of the sub-agents. Upon request by Company, Agent
shall furnish any records necessary to establish such diligent
supervision.

3.1.2 Before a sub-agent is permitted to solicit and procure
applications for the Contracts, Agent and the sub-agent shall
have entered into an agreement pursuant to which the sub-agent
will be appointed a sub-agent and a registered representative
of Agent and in which the sub-agent will agree that his
selling activities relating to the Contracts will be under the
supervision and control of Agent, and the sub-agent's right to
continue to sell such Contracts is subject to his continued
compliance with such agreement.

3.1.3 In the event a sub-agent fails or refuses to submit to
supervision of Agent in accordance with this Agreement, or
otherwise fails to meet the rules and standards imposed by
Agent, Agent shall immediately notify such sub-agent that he
is no longer authorized to sell the Contracts, and Agent shall
take whatever additional action may be necessary to terminate
the sales activities of such sub-agent relating to the
Contracts including immediate notification of Company of such
termination.

3.2 If Agent is not an NASD Registered Broker/Dealer but is a member of an
affiliated group of legal entities one of which is an NASD Registered
Broker/Dealer ("Broker/Dealer") and a party to this Agreement, Agent
agrees that, with respect to SEC Registered contracts, the sub-agents
of Agent shall be registered representatives of such Broker/Dealer.

3.2.1 As appropriate, any reference in this Agreement to Agent shall
apply equally to such Broker/Dealer.

3.2.2 Each Agent which is not a Broker/Dealer hereby directs Company
to pay any compensation due, pursuant to Paragraph 4, to the
Broker/Dealer.

-2-

<PAGE>

3.3 If Agent is neither an NASD Registered Broker-Dealer nor a member of
an affiliated group of legal entities one of which is a Broker/Dealer,
Agent and any sub-agents shall be registered representatives of
Hartford Equity Sales Company, Inc.

3.4 All other provisions of this Agreement apply to the sale of SEC
Registered Contracts.

4.0 COMPENSATION

4.1 Company will pay Agent as full compensation hereunder, commissions
and/or service fees on premiums paid to Company on account of
Contracts issued upon applications procured pursuant to this Agreement
and while this Agreement is in effect.

4.1.1 Commission and/or service fees will be paid in the amounts and
for the periods of time as set forth in the Commission
Schedules included in this Agreement or subsequently made a
part hereof, and which are in effect at the time such
Contracts are sold.

4.1.2 The Commission Schedules included in this Agreement are
subject to change by Company at any time, but only upon
written notice to Agent. No such change shall affect any
Contracts issued upon applications received by Company at
Company's Home Office prior to the effective date of such
change.

4.1.3 Any Commission Schedule included in this Agreement or
subsequently made a part hereof may provide other or
additional conditions regarding compensation and if so, will
be controlling to the extent of the other or additional
conditions.

4.2 Compensation will be earned by Agent only for those applications
accepted by Company, and only after receipt by Company at Company's
Home Office in Hartford, Connecticut, of the required premium and
compliance by Agent with any outstanding delivery requirements.

4.2.1 No compensation will be earned or paid on premiums (other than
premiums on health insurance contracts) waived by Company
pursuant to any "waiver of premium" provision.

4.2.2 Should Company for any reason return any premium on a policy
issued hereunder, Agent agrees to repay Company the total
amount of any compensation which may have been paid thereon
within thirty (30) business days of notice of such refund.

4.3 Any compensation otherwise payable to Agent in accordance with this
Section 4.0 shall be reduced by the amount, if any, of such
compensation paid directly, at the direction of Agent, by Company to
any person and appointed by Company and Agent or, in connection with
group policies, the amounts paid by Company to a resident licensed
agent in a state which requires the countersignature by, or the
effectuating of the insurance through, a resident licensed agent.

4.4 In the event of termination of this Agreement for one or more of the
reasons specified in Subparagraphs 7.2.2 or 7.2.3 below, no further
commissions or other compensation shall thereafter be payable.

4.5 With respect to registered Contracts, if Agent is disqualified for
continued registration with the NASD, Company shall not be obligated
to pay any compensation, the payment of which would represent a
violation of NASD rules.

-3-

<PAGE>

In such event, Company shall hold any commission otherwise due on any
Contract in force in "escrow" from the date of such disqualification
until the termination of any litigation or administrative proceedings
relating to such disqualification, provided Agent commences an appeal
to the NASD within 180 days following the disqualification notice and
actively pursues such appeal. Should Agent's registration in the NASD
be reinstated, all compensation due or becoming due Agent during the
period of disqualification shall be immediately paid, provided this
does not violate any NASD rules or regulations in effect at said time.

5.0 GENERAL PROVISIONS

5.1 Agent shall cooperate with Company in the investigation and
settlement of all claims against Agent and/or Company relating to the
solicitation or sale of Contracts under this Agreement. Agent shall
promptly forward to Company any notice of claim or other relevant
information which may come into Agent's possession.

5.2 Agent shall keep full and accurate records of the business transacted
by Agent under this Agreement and shall forward to Company such
reports of said business as Company may prescribe. Company shall have
the right to examine said records at reasonable times. All rate books,
manuals, forms, supplies and any other properties furnished by Company
and in the possession of Agent shall be returned to Company on
termination of this Agreement.

5.3 Agent shall bear all of Agent's expenses incurred in the performance
of this Agreement.

5.4 Agent shall have a duty to obtain applications for Company and, where
appropriate, to conserve and renew coverage placed with Company.

5.5 All applications for the purchase of Contracts shall be subject to
acceptance by Company. Company reserves the right to prescribe
conditions, rules and regulations for the offer and acceptance of its
Contracts, which may be changed from time to time and which shall be
forwarded to Agent.

5.6 Company reserves the right to modify, change or discontinue the
offering of any form of Contract at any time.

5.7 No waiver or modification of this Agreement will be effective unless
it be in writing and signed by a duly authorized officer of Company
and Agent or a duly authorized officer of Agent.

5.8 The failure of Company to enforce any provisions of this Agreement
shall not constitute a waiver of any such provision. The past waiver
of a provision by Company shall not constitute a course of conduct or
a waiver in the future of that same provision.

5.9 In the event any legal process or notice is served on Agent in a suit
or proceeding against Company, Agent shall forward forthwith such
process or notice to Company at its Home Office in Hartford,
Connecticut, by certified mail.

5.10 Agent shall not use any advertising material, prospectus, proposal, or
representation either in general or in relation to a Contract of
Company unless furnished by Company or until the consent of Company
shall have been first secured. Agent shall not issue or recirculate
any illustration, circular, statement or memorandum of any sort,
misrepresenting the terms, benefits or advantages of any Contract
issued by Company, or make any misleading statement as to dividends or
other benefits to be received thereon, or as to the financial position
of Company.

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<PAGE>

5.10.1 In regard to SEC Registered Contracts, Agent agrees not to
make written or oral representations except such as are
contained in current prospectuses and authorized supplementary
sales literature made available by Company. In respect to such
products Agent also agrees to comply with the Securities and
Exchange Commission Statement of Policy and the regulations
thereunder of the National Association of Securities Dealers,
Inc.

5.11 Agent shall indemnify and save Company harmless from any loss or
expense on account of any unauthorized act or transaction by Agent, or
persons employed or appointed by Agent, or any claim by a sub-agent of
Agent for compensation due or to become due on account of such sub-
agent's sale of Contracts.

5.11.1 Agent expressly authorizes Company to charge against all
compensation due or to become due to Agent under this
Agreement any monies paid or liabilities incurred by Company
under this Paragraph 5.11.

5.12 Agent shall not offer or pay any rebate of premium or make any offer
of any other inducement not specified in the Contracts to any person
to insure with Company. Agent shall not make any misrepresentation or
incomplete comparison for the purpose of inducing a policyholder in
any other company to lapse, forfeit or surrender its insurance
therein.

5.13 No assignment of this Agreement, or commissions payable hereunder,
shall be valid unless authorized in writing by Company. Every
assignment shall be subject to any indebtedness and obligation of
Agent that may be due or become due to Company and any applicable
state insurance regulations pertaining to such assignments.

5.14 Company may at any time deduct, from any monies due under this
Agreement, every indebtedness or obligation of Agent to Company.

5.14.1 On termination of this Agreement, any outstanding indebtedness
to Company shall become immediately due and payable.

6.0 LIMITATION OF AUTHORITY

6.1 Agent is not authorized, and is expressly forbidden on behalf of
Company, to incur any indebtedness or liability, or to make, alter or
discharge agreements, or to waive forfeitures, extend the time of
payment of any premium, waive payment in cash, or to receive any money
due or to become due Company, except as specifically provided in this
Agreement.

6.2 No individual Contract providing life, health or disability insurance
coverage shall be delivered if a sub-agent or Agent has knowledge that
the health of the proposed insured has changed since the application
was taken or unless the first premium has been fully paid and delivery
made by the delivery date specified by Company or, if no delivery date
is specified, within sixty (60) days from the date said Contract is
mailed from Company's Home Office.

6.2.1 Any Contract not delivered, in accordance with this Paragraph
6.2, shall be returned to Company immediately.

7.0 TERMINATION

7.1 This entire Agreement may be terminated by either party by giving
thirty (30) days' notice in writing to the other party.

-5-
<PAGE>

7.1.1 Such notice of termination shall be mailed to the last known
address of Agent appearing on Company's records, or in the
event of termination by Agent, to the Home Office of Company
at P.O. Box 2999, Hartford, Connecticut 06104-2999.

7.1.2 Such notice shall be an effective notice of termination of
this Agreement as of the time the notice is deposited in the
United States mail or the time of actual receipt of such
notice if delivered by means other than mail.

7.2 This Agreement shall automatically terminate without notice upon the
occurrence of any of the events set forth below:

7.2.1 Upon the bankruptcy or dissolution of Agent provided, however,
that if there is more than one Agent, the Agreement shall
automatically terminate only with respect to the bankrupt or
dissolved Agent.

7.2.2 When and if Agent commits fraud or gross negligence in the
performance of any duties imposed upon Agent by this Agreement
or wrongfully withholds or misappropriates, for Agent's own
use, funds of Company, its policyholders or applicants.

7.2.3 When and if Agent materially breaches this Agreement or
materially violates the insurance or Federal or State
securities laws of a state in which Agent transacts business.

7.2.4 When and if Agent fails to obtain renewal of a necessary
license in any jurisdiction, but only as to that jurisdiction.

7.2.5 When and if Agent is disqualified for continued membership
with the NASD or registration with the Securities and Exchange
Commission, but only as to SEC registered Contracts.

7.3 The provisions of Sections 5.0 and 6.0 shall survive the termination
of this Agreement, as appropriate.

-6-

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
HARTFORD, CONNECTICUT 06104-2999
(A STOCK INSURANCE COMPANY)

NATIONAL SERVICE CENTER ADDRESS:
P.O. BOX 59179
MINNEAPOLIS, MINNESOTA 55459

Will pay the Death Proceeds to the Beneficiary upon receipt at Our National
Service Center in Minneapolis, Minnesota of due proof of the Last Surviving
Insured's death while this policy was in force. You must notify Us in Writing
and give Us due proof of the first death of the Insureds as soon as possible
after the first death.

Signed for the Company

Bruce D. Gardner, SECRETARY Lowndes A. Smith, PRESIDENT

READ YOUR POLICY CAREFULLY
This is a legal contract between You and Us.

RIGHT TO EXAMINE POLICY

We want You to be satisfied with the policy You have purchased. We urge You to
examine it closely. If, for any reason, You are not satisfied, You may deliver
or mail the policy to Us or to the agent from whom it was purchased within ten
(10) days after You receive it. 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
or the sum of (i) the Account Value 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 by the funds for taxes, charges or fees.

CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
DEATH PROCEEDS PAYABLE AT DEATH OF LAST SURVIVING INSURED
NON-PARTICIPATING

THE DEATH PROCEEDS AND CASH VALUES PROVIDED BY THIS CONTRACT ARE BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT. THEY ARE VARIABLE AND NOT
GUARANTEED AS TO A FIXED DOLLAR AMOUNT. SEE PAGE 6 FOR A DESCRIPTION OF THE
DEATH BENEFIT.

LAST SURVIVOR MODIFIED SINGLE PREMIUM
VARIABLE LIFE INSURANCE POLICY
<PAGE>

TABLE OF CONTENTS

Page

Policy Specifications 3

Definitions 5

Death Benefit 6

Premiums 7

Valuation Provisions 8

Account Value, Cash Value and Cash Surrender Value 9

Monthly Deduction Amount 10

Annual Maintenance Fee 11

Transfers 11

Termination and Maturity Date 12

Reinstatement 12

Full Surrender 13

Partial Surrenders, Annual Withdrawal Amount, and Surrender Charges 13

Policy Loans 14

Payments by Us 15

Taxation 15

The Contract 15

Ownership and Beneficiary 17

Exchange Option 18

Income Settlement Options 18

Page 2
<PAGE>

[insert specs]

Page 3
<PAGE>

[insert specs]

Page 4
<PAGE>

DEFINITIONS

The definitions in this section apply to the following words and phrases
whenever and wherever they appear in this policy.

ACCOUNT: any of the Sub-Accounts.

ACCOUNT VALUE: the value of the Sub-Accounts and the Loan Account.

ACCUMULATION UNIT: an accounting unit used to calculate the value of a Sub-
Account.

ATTAINED AGE: the Issue Age plus the number of fully completed Policy Years.

ANNUITY UNIT: An accounting unit of measure used to calculate the amount of
annuity payments under the variable annuity option.

CASH SURRENDER VALUE: the Cash Value less all Indebtedness.

CASH VALUE: the Account Value less any applicable Surrender Charges and Premium
Tax Charge due upon surrender.

DATE OF ISSUE: the date shown on Page 3 from which Suicide and Incontestability
provisions are measured.

DEATH PROCEEDS: the amount which We will pay upon the death of the Last
Surviving Insured.

FACE AMOUNT: on the Policy Date, the Face Amount equals the Initial Face Amount.
Thereafter it may change in accordance with the terms of the Death Benefit
provision, and the Partial Withdrawal provision.

FUNDS: the registered open end management investment companies in which the
assets of the Separate Account may be invested.

INDEBTEDNESS: All monies owed to the Company from the Owner. This includes all
outstanding loans on this policy, including any interest due or accrued, and due
and unpaid monthly deduction amount and annual maintenance fee, arising during a
grace period.

INITIAL FACE AMOUNT: the amount shown on Page 3.

INSURED: the persons whose lives are insured under this policy as shown on Page
3.

IN WRITING: in a written form satisfactory to Us.

ISSUE AGE: as of the Policy Date, the Insureds' age on their last birthday.

LAST SURVIVING INSURED: the Insured who survives after the death of one of the
Insureds shown on Page 3. If both Insureds die simultaneously, the Last
Surviving Insured will be the younger Insured.

LOAN ACCOUNT: an account established for any amounts transferred from the Sub-
Accounts as a result of loans. The account is credited with interest and is not
based on the experience of any Separate Account.

Page 5
<PAGE>

DEFINITIONS (Continued)

MATURITY DATE: the date, shown on Page 3, on which the policy will mature.

MONTHLY ACTIVITY DATE: the Policy Date and the same date in each succeeding
month as the Policy Date except that whenever the Monthly Activity Date falls on
a date other than a Valuation Day, the Monthly Activity Date will be deemed the
next Valuation Day.

OWNER: the owner of the policy as shown on Page 3.

POLICY ANNIVERSARY: an anniversary of the Policy Date. Similarly, Policy Years
are measured from the Policy Date.

POLICY DATE: the date shown on Page 3 from which Policy Anniversaries and Policy
Years are determined.

POLICY LOAN RATE: the interest rate charged on policy loans.

PREMIUM TAX CHARGE: the amount of tax charged by a state, or municipal entity on
premium payments or Account Values. We pay the premium tax in a single sum to
the appropriate entity and amortize it to the policyholder over the first 10
years. If the policy is surrendered within 10 years of the Policy Date, any
unamortized premium tax will be collected on the surrender date.

PRO-RATA BASIS: an allocation method based on the proportion of the Account
Value in each Sub-Account.

SEPARATE ACCOUNT: an account entitled Separate Account 5 which has been
established by the Hartford Life Insurance Company to separate the assets
funding the variable benefits for the class of contracts to which this policy
belongs from the other assets of the Hartford Life Insurance Company. Separate
Account 5 will have the Funds listed on Page 4 as its underlying investments.

SUB-ACCOUNTS: the subdivisions of the Separate Account. These are shown on Page
3.

VALUATION DAY: the date on which a Sub-Account is valued. This occurs every day
We are open and the New York Stock Exchange is open for trading.

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

YOU, YOUR: the Owner of the policy.

WE, US, OUR, THE COMPANY: Hartford Life Insurance Company.

DEATH BENEFIT

GENERAL
On any day the Death Benefit is the greater of: (a) the Face Amount on date of
the Last Surviving Insured's death; and (b) the Minimum Death Benefit described
below.

Page 6
<PAGE>

HARTFORD LIFE INSURANCE COMPANY
HARTFORD, CONNECTICUT 06104-2999
(A STOCK INSURANCE COMPANY)

NATIONAL SERVICE CENTER ADDRESS:
P.O. BOX 59179
MINNEAPOLIS, MINNESOTA 55459

WILL PAY THE DEATH PROCEEDS TO THE BENEFICIARY UPON RECEIPT AT OUR NATIONAL
SERVICE CENTER IN MINNEAPOLIS, MINNESOTA OF DUE PROOF OF THE LNSURED'S DEATH
WHILE THIS POLICY WAS IN FORCE.

Signed for the Company

Bruce D. Gardner, SECRETARY Lowndes A. Smith, PRESIDENT

READ YOUR POLICY CAREFULLY
This is a legal contract between You and Us.

RIGHT TO EXAMINE POLICY

CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
DEATH PROCEEDS PAYABLE AT DEATH
NON-PARTICIPATING

THE DEATH PROCEEDS AND CASH VALUES PROVIDED BY THIS CONTRACT ARE BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT. THEY ARE VARIABLE AND NOT
GUARANTEED AS TO FIXED DOLLAR AMOUNT. SEE PAGE 6 FOR A DESCRIPTION OF THE DEATH
BENEFIT.

MODIFIED SINGLE PREMIUM VARIABLE
LIFE INSURANCE POLICY
<PAGE>

TABLE OF CONTENTS

Page

Policy Specifications 3

Definitions 5

Death Benefit 6

Premiums 7

Valuation Provisions 8

Account Value, Cash Value and Cash Surrender Value 9

Monthly Deduction Amount 9

Annual Maintenance Fee 11

Transfers 11

Termination and Maturity Date 11

Reinstatement 12

Full Surrender 12

Partial Surrenders, Annual Withdrawal Amount, and Surrender Charges 12

Policy Loans 13

Payments by Us 14

Taxation 14

The Contract 15

Ownership and Beneficiary 16

Exchange Option 17

Income Settlement Options 17

Page 2

<PAGE>

[insert specs]

Page 3

<PAGE>

[insert specs]

Page 4

<PAGE>

DEFINITIONS

The definitions in this section apply to the following words and phrases
whenever and wherever they appear in this policy.

ACCOUNT: any of the Sub-Accounts.

ACCOUNT VALUE: the value of the Sub-Accounts and the Loan Account.

ACCUMULATION UNIT: an accounting unit used to calculate the value of a Sub-
Account.

ANNUITY UNIT: An accounting unit of measure used to calculate the amount of
annuity payments under the variable annuity option.

ATTAINED AGE: the Issue Age plus the number of fully completed Policy Years.

CASH SURRENDER VALUE: the Cash Value less all Indebtedness.

CASH VALUE: the Account Value less any applicable Surrender Charges and Premium
Tax Charge due upon surrender.

DATE OF ISSUE: the date shown on Page 3 from which Suicide and Incontestability
provisions are measured.

DEATH PROCEEDS: the amount which We will pay upon the death of the Insured.

FACE AMOUNT: on the Policy Date, the Face Amount equals the Initial Face
Amount. Thereafter it may change in accordance with the terms of the Death
Benefit provision, and the Partial Withdrawal provision.

FUNDS: the registered open end management investment companies in which the
assets of the Separate Account may be invested.

INITIAL FACE AMOUNT: the amount shown on Page 3.

INSURED: the person whose life is insured under this policy as shown on Page 3.

IN WRITING: in a written form satisfactory to Us.

ISSUE AGE: as of the Policy Date, the Insured's age on his/her last birthday.

MATURITY DATE: the date, shown on Page 3, on which the policy will mature.

Page 5

<PAGE>

DEFINITIONS (Continued)

OWNER: the owner of the policy as shown on Page 3.

POLICY ANNIVERSARY: an anniversary of the Policy Date. Similarly, Policy Years
are measured from the Policy Date.

POLICY DATE: the date shown on Page 3 from which Policy Anniversaries and Policy
Years are determined.

POLICY LOAN RATE: the interest rate charged on policy loans.

PREMIUM TAX CHARGE: the average amount of tax charged by a state, or municipal
entity on premium payments or Account Values. We pay the premium tax in a
single sum to the appropriate entity and amortize it to the policyholder over
the first 10 years. If the policy is surrendered within 10 years of the Policy
Date, any unamortized premium tax will be collected on the surrender date.

PRO-RATA BASIS: an allocation method based on the proportion of the Account
Value in each Sub-Account.

SUB-ACCOUNTS: the subdivisions of the Separate Account. These are shown on Page
3.

VALUATION DAY: the date on which a Sub-Account is valued. This occurs every day
We are open and the New York Stock Exchange is open for trading.

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

YOU, YOUR: the Owner of the policy.

WE, US, OUR, THE COMPANY: Hartford Life Insurance Company.

DEATH BENEFIT

GENERAL
On any day the Death Benefit is the greater of: (a) the Face Amount on date of
lnsured's death; and (b) the Minimum Death Benefit described below.

MINIMUM DEATH BENEFIT
To ensure that the policy continues to qualify as life insurance under the
Internal Revenue Code, We will automatically increase the Death Benefit so that
it will never be less than the appropriate Attained Age percentage of the
Account Value. The Minimum Death Benefit is the Account Value on the date of
death multiplied by the applicable percent shown in the Table of Minimum Death
Benefit Percentages on Page 4.

Page 6

<PAGE>

DEATH BENEFIT (Continued)

DEATH PROCEEDS
The Death Proceeds are the amount which We will pay on the death of the Insured.
This equals the Death Benefit less any Loans and less any due and unpaid Monthly
Deduction Amounts occurring during a Grace Period.

PREMIUMS

GENERAL
All premiums are payable either:

(a) to Us at the address shown on the premium notice; or
(b) to Our authorized agent in exchange for a receipt signed by Our
President or Secretary and countersigned by such agent.

Checks should be made payable to The Company.

INITIAL PREMIUM PAYMENTS
You will have the option of setting your Initial Premium Guideline Percentage at
80%, 90% or 100% of the Guideline Premium Limitation established by Federal tax
law. The initial Premium is due on the Policy Date. No insurance is effective
until the initial Premium is paid. The initial Premium and the Initial Premium
Guideline Percentage You chose are shown on Page 3.

SUBSEQUENT PREMIUM PAYMENTS
Subject to the Guideline Premium Limitation, We will accept additional premiums
at any time. The actual amount and frequency of any payments made will affect
the Cash Value and the amount and duration of insurance provided by this policy.
Any Subsequent Premium Payment that results in an increase in The Death Benefit
will be accepted only after We approve evidence of insurability.

PREMIUM ALLOCATION
The initial Premium will be allocated to the Money Market Sub-Account on the
date We receive the premium, or the Policy Date if it occurs after the date We
receive the premium.

The Accumulated Value in this Money Market Sub-Account will then be allocated to
the Sub-Accounts, in whole percentages according to the premium allocation
specified in the application, on the later of:

(a) the expiration of the Right to Examine period specified on Page 1; and
(b) the date We receive the final requirement to put the policy in force.

Any additional premiums received by Us prior to such date will be allocated to
the Money Market Sub-Account.

Upon written request, You may change the premium allocation. Subsequent
Premiums will be allocated to the Sub-Accounts according to Your most recent
instructions.

Page 7

<PAGE>

PREMIUMS (CONTINUED)

GRACE PERIOD
This policy will terminate 61 days after a Monthly Activity Date on which the
Cash Surrender Value is less than zero. The 61-day period is the Grace Period.
If sufficient premium is not paid by the end of the Grace Period, the policy
will terminate without value. The Company will mail the Owner and any assignee
written notice of the amount of premium that will be required to continue this
policy in force at least 61 days before the end of the Grace Period. The
premium required will be no greater than the amount required to pay three
Monthly Deduction Amounts as of the day the Grace Period began. If that premium
is not paid by the end of the Grace Period, this policy will terminate.

PREMIUM LIMITATION
If premiums are received which would cause the policy to fail to meet the
definition of a life insurance contract in accordance with the Internal Revenue
Code, We will refund the excess premium payments. We will refund such premium
payments and interest thereon within 60 days after the end of a Policy Year.

VALUATION PROVISIONS

SUB-ACCOUNT ACCUMULATION UNITS
Amounts allocated to Sub-Accounts are applied to provide Accumulation Units in
each Sub-Account. The number of Accumulation Units credited to each Sub-Account
is determined by dividing the amount allocated to a Sub-Account by the dollar
value of one Accumulation Unit for such Sub-Account. The number of Your
Accumulation Units will not be affected by any subsequent change in the value of
the units. The Accumulation Unit Values in each Sub-Account may increase or
decrease daily as described below.

SUB-ACCOUNT ACCUMULATION UNIT VALUE
The Accumulation Unit Value for each Sub-Account will vary to reflect the
investment experience of the applicable Fund and will be determined on each
Valuation Day by multiplying the Accumulation Unit Value of the particular Sub-
Account on the preceding Valuation Day by a Net Investment Factor for that Sub-
Account for the Valuation Period then ended. The Net Investment Factor for each
of the Sub-Accounts is equal to the net asset value per share of the
corresponding Fund at the end of the Valuation Period (plus the per share amount
of any dividend or capital gain distributions paid by that Fund in the Valuation
Period then ended) divided by the net asset value per share of the corresponding
Fund at the beginning of the Valuation Period.

EMERGENCY PROCEDURE
If a national stock exchange is closed (except for holidays or weekends) or
trading is restricted due to an existing emergency as defined by the Securities
and Exchange Commission so that We cannot value the Sub-Accounts, We may
postpone all procedures which require valuation of the Sub-Accounts until
valuation is possible. Any provision of this policy which specifies a Valuation
Day will be superseded by the emergency procedure.

Page 8

<PAGE>

ACCOUNT VALUE, CASH VALUE, AND
CASH SURRENDER VALUE

GENERAL
Your Account Value on the Policy Date equals the Initial Premium less the
Monthly Deduction Amount for the first policy month, less the Annual Maintenance
Fee if applicable as described on Page 4A.

On each subsequent Monthly Activity Date, Your Account Value equals:

(a) the sum of Your Accumulated Values in the Sub-Accounts; plus
(b) the value of Your Loan Account, if any; minus,
(c) the appropriate Monthly Deduction Amount; minus
(d) the Annual Maintenance Fee, if any.

On each Valuation Day (other than a Monthly Activity Date), Your Account Value
equals:

(a) the sum of Your Accumulated Values in the Sub-Accounts; plus
(b) the value of Your Loan Account, if any.

ACCUMULATED VALUE - SUB-ACCOUNTS
Your Accumulated Value in any Sub-Account equals:

(a) the number of Your Accumulation Units in that Sub-Account on the
Valuation Day; multiplied by
(b) that Sub-Account's Accumulation Unit Value on the Valuation Day.

CASH VALUE AND SURRENDER CHARGES
A Surrender Charge, and a charge for unpaid premium tax charges, if applicable,
will be subtracted from the Account Value to determine the Cash Value. The
Surrender Charge and the Policy Years during which it will be applied are shown
on Page 4A.

CASH SURRENDER VALUE
Your Cash Surrender Value is equal to Your Cash Value minus the Indebtedness, if
any. Indebtedness includes all outstanding loans, including any interest due or
accrued, monthly deduction amount, and annual maintenance fee, arising during a
grace period.

MONTHLY DEDUCTION AMOUNT

GENERAL
The Monthly Deduction Amount equals:

(a) the Cost of Insurance Charge; plus
(b) the Administrative Charge; plus
(c) the Mortality and Expense Risk Charge; plus
(d) the Tax Expense Charge.

The Monthly Deduction Amount will be taken on a Pro-Rata Basis from the Sub-
Accounts on each Monthly Activity Date.

Page 9

<PAGE>

ANNUAL MAINTENANCE FEE

An Annual Maintenance Fee shown on Page 4A will be taken on a Pro-Rata Basis
from the Sub-Accounts if applicable on the Policy Date and each subsequent
Policy Anniversary.

TRANSFERS

AMOUNT AND FREQUENCY OF TRANSFERS
Upon request and as long as this policy is in effect, You may transfer amounts
among the Sub-Accounts. However, We reserve the right to limit the number of
transfers to no more frequently than 12 per Policy Year with no two transfers
being made on consecutive valuations days. Subject to the following paragraph,
any such limitations will apply to all Owners.

The right to reallocate Account Values between the Accounts is subject to
modification if the Company determines, in its sole opinion, that the exercise
of that right by one or more Owners is, or would be, to the disadvantage of
other Owners. Any modification could be applied to transfers to or from some or
all of the Sub-Accounts and could include, but not be limited to, the
requirement of a minimum time period between each transfer, not accepting
transfer requests of an agent acting under a power of attorney on behalf of more
than one Owner, or limiting the dollar amount that may be transferred between
the Sub-Accounts by a Owner at any one time. Such restrictions may be applied
in any manner reasonably designed to prevent any use of the transfer right which
is considered by the Company to be to the disadvantage of other Owners.

TRANSFERS TO OR FROM SUB-ACCOUNTS
In the event of a transfer from a Sub-Account, the number of Accumulation Units
credited to the Sub-Account from which the transfer is made will be reduced.
The reduction will be determined by dividing:

1. the amount transferred; by
2. the Accumulation Unit Value for that Sub-Account as of the next
Valuation Day after We receive Your request for transfer In
Writing.

In the event of a transfer to a Sub-Account, We will increase the number of
Accumulation Units credited to that Sub-Account. The increase will equal:

1. the amount transferred; divided by
2. the Accumulation Unit Value for that Sub-Account as of the next
Valuation Day after We receive Your request for transfer In
Writing.

TERMINATION AND MATURITY DATE

TERMINATION
The policy will terminate upon the earliest of the following events:

(a) Maturity Date of the policy; or
(b) Full surrender of the policy; or
(c) the end of the Grace Period: or
(d) the death of the Insured.

MATURITY DATE
No insurance coverage will be effective on or after the Maturity Date. Any Cash
Surrender Value as of the Maturity Date will be paid to You.

Page 11

<PAGE>

REINSTATEMENT

Prior to the death of the Insured, and unless this policy has been surrendered
for cash, this policy may be reinstated prior to the Maturity Date provided:

(a) You make Your request within five years;
(b) satisfactory evidence of insurability is submitted:
(c) any policy loan is repaid or reinstated; and
(d) sufficient premium must be paid to:
(i) cover all Monthly Deduction Amounts and Annual
Maintenance Fee that are due and unpaid during the Grace
Period, and
(ii) keep the policy in force for three months after the date
of reinstatement.

The Face Amount of the reinstated policy cannot exceed the Face Amount at the
time of lapse. The Account Value on the reinstatement date will reflect:

(a) the Account Value at the time of termination; plus
(b) Premiums attributable to premiums paid at the time of
reinstatement.

The Surrender Charges will be based on the number of policy years from the
original Policy Date.

Upon reinstatement, any indebtedness at the time of termination must be repaid
or carried over to the reinstated policy.

FULL SURRENDER

You may terminate this policy at any time before the Maturity Date by submitting
a request to Us in Writing. We will pay You the Cash Surrender Value at the
time of surrender, which includes any applicable Premium Taxes not previously
deducted, and Our liability under this policy will cease.

The amount You will receive will be the Account Value less:

(a) any Policy Loans;
(b) any applicable due and unpaid Premium Tax charges as specified on
Page 4A;
(c) any applicable surrender charge as specified on Page 4A.

PARTIAL SURRENDERS, ANNUAL WITHDRAWAL AMOUNT
AND SURRENDER CHARGES

PARTIAL SURRENDERS
You may request, in writing, a partial surrender of Cash Surrender Values at any
time before the Maturity Date provided the Cash Surrender Value remaining after
the surrender is at least equal to Our minimum premium amount rules then in
effect. If the remaining Cash Surrender Value following such surrender is less
than Our minimum premium amount rules, We will terminate the policy and pay the
Cash Surrender Value. Unless specified otherwise, the partial surrender amount
will be deducted on a Pro-Rata Basis from the Sub-Accounts. The Face Amount of
the policy will be reduced proportional to the reduction in Account Value due to
the partial surrender. For Federal Tax purposes, any surrenders will be deemed
to be first from earnings, to the extent that they exist, and then from the
premium payments.

Page 12
<PAGE>

PARTIAL SURRENDERS, ANNUAL WITHDRAWAL AMOUNT
AND SURRENDER CHARGES (CONTINUED)

ANNUAL WITHDRAWAL AMOUNT
Surrender charges applicable to this policy are described on page 4A. However,
on a noncumulative basis, You may make partial surrenders during any Policy Year
up to the Annual Withdrawal Amount shown on Page 4A. Surrender charges will not
be assessed against such amounts. Surrender of the Account Values in excess of
the above and additional surrenders made in any Policy Year will be subject to
the surrender charge, as described on Page 4A, if applicable.

SURRENDER CHARGES
Subject to the Annual Withdrawal Amount, surrenders of Account Values
attributable to premium payments may be subject to a Surrender Charge
("charge"), and the due and unpaid Premium Tax Charge.

For surrender charge purposes, during the first ten policy years, all surrenders
will be first from premium payments and then from earnings. If an amount equal
to all premium payments has been surrendered, a charge will not be assessed
against the surrender of the remaining account value.

After the ninth Policy Year, all surrenders will be free of surrender charges
and due and unpaid premium tax charges. Only the Annual Maintenance Fee will be
charged.

No surrender charges will be assessed in the event the Policy terminates due to
the death of the Insured, or upon the exercise of the Annual Withdrawal Amount.

POLICY LOANS

GENERAL
At any time while this policy is in force, You may borrow against this policy by
assigning it to Us as sole security. We may defer granting a loan, except to
pay premiums to Us, for the period permitted by law but not more than six
months.

LOAN AMOUNTS
Any New Loan taken may not exceed 90% of the Cash Value less 100% of existing
loans, if any, on the date We grant a loan. Loan amounts will be subject to Our
minimum rules then in effect. Before advancing the loan amount, We may
withhold an amount sufficient to pay interest on total loans to the end of the
Policy Year and any Monthly Deduction Amounts due on or before the next Policy
Anniversary. All loan amounts will be transferred from the Sub-Accounts to the
Loan Account. Unless You specify otherwise, the amounts will be transferred on
a Pro-Rata Basis.

If total loans equals or exceeds the Cash Value, this policy will terminate 61
days after We have mailed notice to Your last known address and that of any
assignee of record. If sufficient loan repayment is not made by the end of this
Grace Period, the policy will end without value.

CREDITED INTEREST
Except for Preferred Loans described below, the Loan Account will be credited
with interest at a rate equal to the Policy Loan Rate applicable to that
indebtedness, minus 2%.

Page 13
<PAGE>

POLICY LOANS (CONTINUED)

PREFERRED LOAN
If the Cash Value exceeds the total of all premiums paid since issue, a
Preferred Loan is available. The amount available for a Preferred Loan is the
amount by which the Cash Value exceeds total premiums paid. The amount of the
Loan Account which equals a Preferred Loan will be credited with interest at a
rate equal to the Policy Loan Rate. The amount of loans that qualifies as a
Preferred Loan is determined an each Monthly Activity Date.

LOAN REPAYMENTS
All or part of a loan may be repaid at any time that:

(a) the policy is in force;
(b) the Insured is alive.

However, each payment must be at least $50.

The amount of a loan repayment will be deducted from the Loan Account and will
be allocated among the Sub-Accounts in the same percentage as premiums are
allocated.

LOAN INTEREST
Loan interest will accrue daily by a rate not to exceed the Policy Loan Interest
Rate shown on Page 4. 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.

PAYMENTS BY US

GENERAL
We will pay Death Proceeds, Cash Surrender Values, partial surrenders and loan
amounts attributable to the Sub-Accounts within seven days after We receive all
the information needed to process the payment unless:

(a) the New York Stock Exchange is closed on other than customary weekend and
holiday closings or trading on the New York Stock Exchange is restricted as
determined by the Securities and Exchange Commission (SEC); or
(b) an emergency exists, as determined by the SEC, as a result of which
disposal of securities is not reasonably practicable to determine the value
of the Sub-Accounts; or
(c) the SEC, by order, permits postponement for the protection of policy
owners.

TAXATION

We do not expect to incur any federal, state or local income tax on the earnings
or realized capital gains attributable to the Separate Account. Based upon
these expectations, no charge is currently being made to the Separate Account
for federal, state or local income taxes. If We incur income taxes attributable
to the Separate Account or determine that such taxes will be incurred, We may
assess a charge for taxes against the policy in the future.

Page 14
<PAGE>

THE CONTRACT

ENTIRE CONTRACT
The entire contract consists of this policy and the application, a copy of which
is attached. The contract is made in consideration of the application and the
payment of the Initial Premium. We will not use any statement to cancel this
policy or to defend a claim under it, unless that statement is contained in an
attached written application. All statements in the application will, in the
absence of fraud, be deemed representations and not warranties.

MODIFICATION
The only way this contract may be modified is by a written agreement signed by
Our President, or one of Our Vice Presidents, Secretaries or Assistant
Secretaries.

NON-PARTICIPATION
This policy is non-participating. It does not share in Our surplus earnings, so
You will receive no dividends under it.

MISSTATEMENT OF AGE AND/OR SEX
On the date of death of the Insured, the Death Benefit will be reduced or
increased by the difference between the Death Benefit at the misstated age
and/or sex of the Insured and the Death Benefit that would have been provided by
the last cost of insurance charge at the correct age and/or sex of the Insured,
if:

(a) the age of the Insured is misstated; or
(b) the sex of an Insured is misstated.

SUICIDE
If, within 2 years from the Date of Issue, the Insured dies by suicide, while
sane or insane, Our liability will be limited to the premiums paid less
Indebtedness and less any partial surrenders.

If, within 2 years from the effective date of any increase the Face Amount for
which evidence of insurability was obtained. the Insured dies by suicide, while
sane or insane, Our liability with respect to the increase in the Face Amount
will be limited to the additional premium paid which increased the Face Amount.

INCONTESTABILITY
We cannot contest this policy after it has been in force, during the lnsured's
lifetime, for 2 years from its Date of Issue.

Any increase in the Face Amount for which evidence of insurability was obtained,
will be incontestable only after the increase has been in force, during the
Insured's lifetime, for 2 years from the effective date of the increase.

SEPARATE ACCOUNTS
We will have exclusive and absolute ownership and control of the assets of Our
separate Accounts. The assets of a Fund will be available to cover the
liabilities of Our general account only to the extent that those assets exceed
the liabilities of that Separate Account arising under the variable life
insurance contracts supported by that Separate Account. The assets of a Fund
will be valued at least as often as any contract benefits vary, but at least
monthly. Our determination of the value of an Accumulation Unit by the method
described in this policy will be conclusive. The investment policy of the
Separate Account will not be changed without the approval of The Insurance
Commissioner of the state where this policy is issued for delivery.

Page 15
<PAGE>

THE CONTRACT (CONTINUED)

REPORTS TO THE OWNER
We will send You a report at least once each Policy Year showing:

(a) the current Account Value, Cash Value and Face Amount;
(b) the premiums paid, Monthly Deduction Amounts and loans since the last
report;
(c) the amount of any Indebtedness;
(d) notifications required by the provisions of this policy; and
(a) any other information required by the Insurance Department of the state
where this policy was delivered.

We will send you any shareholder reports of the Funds and any other notices,
reports or documents required by law.

OWNERSHIP AND BENEFICIARY

CHANGE OF OWNER OR BENEFICIARY
The Owner and Beneficiary will be those named in the application until You
change them. To change the Owner or Beneficiary, notify Us in Writing while the
Insured is alive. After We receive written notice, the change will be effective
as of the date You signed such notice, whether or not the Insured is living when
We receive it. However, the change will be subject to any payment We made or
actions We may have taken before We received the request.

ASSIGNMENT
You may assign this policy. Until You notify Us In Writing, no assignment will
be effective against Us. We are not responsible for the validity of any
assignment.

VOTING RIGHTS
The Company shall notify the Owner of any Fund shareholders meeting at which the
shares held for the Owner's Account may be voted and shall also send proxy
materials and a form of instruction by means of which the Owner can instruct the
Company with respect to the voting of the shares held for the Owner's Account.
In connection with the voting of Fund shares held by it, the Company shall
arrange for the handling and tallying of proxies received from Owners. The
Company will vote the Fund shares held by it in accordance with the instructions
received form the Owners having the right to give voting instructions. If an
Owner desires to attend any meeting which shares held for the Owner's benefit
may be voted, the owner may request the Company to furnish a proxy or otherwise
arrange for the exercise of voting rights with respect to the Fund shares held
for such Owner's Account.

In the event that the Owner gives no instructions or leaves the manner of voting
discretionary, the Company will vote such shares of the appropriate Fund in the
same proportion as shares of that Fund for which instructions have been
received. Also, the Company will vote the Fund shares in this proportionate
manner which are held by the Company for its own Account.

SUBSTITUTION
The Company reserves the right to substitute the 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 provided that the substitution
has been approved by the Securities and Exchange Commission.

Page 16
<PAGE>

OWNERSHIP AND BENEFICIARY (CONTINUED)

CHANGE IN THE OPERATION OF THE SEPARATE ACCOUNT At the Company's election and
subject to any necessary vote by persons having the right to give instructions
with respect to the voting of the Fund shares held by the Sub-Accounts, the
Variable Account may be operated as a management company under the Investment
Company Act of 1940 or it may be deregistered under the Investment Company Act
of 1940 in the event registration is no longer required. Deregistration of the
Variable Account requires an order by the Securities and Exchange Commission.

OWNER'S RIGHTS
While the Insured is alive and no Beneficiary is irrevocably named, You may:

(a) exercise all the rights and options that this policy provides or that
We permit;
(b) assign this policy; and
(c) agree with Us to any change to this policy.

NO NAMED BENEFICIARY
If no named Beneficiary survives the Insured, then, unless this policy provides
otherwise:

(a) You will be the Beneficiary; or
(b) if You are the Insured, Your estate will be the Beneficiary.

EXCHANGE OPTION

If this policy is in effect, You may exchange it any time during the 24 months
following its Date of Issue for a permanent life insurance contract offered by
Us on the life of the Insured without evidence of insurability.

The new policy will be issued by Us:

1. with an amount at risk which equals or is less than the amount at risk
in effect on the Exchange Date;
2. with premiums based on the same risk classification as this policy.

This 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.

INCOME SETTLEMENT OPTIONS

GENERAL
The Cash Surrender Value or the Death Proceeds may be paid in a lump sum or may
be applied to one the following payment options. The minimum amount that my be
placed under a payment option is $5,000, unless We consent to a lesser amount.
Under Options 2, 3 and 4, no surrender or partial withdrawals are permitted
after payments commence. Full surrender of partial withdrawals may be made from
Options 1 or 6, but they are subject to the surrender charge, if applicable.
Only a full surrender is allowed from Option 5. A surrender from Option 5 will
also be subject to the surrender charge, if applicable.

We will pay interest of at least 3 1/2% per year on the Death Proceeds from the
date of the Insured's death to the date payment is made or an Income Settlement
Option is elected. At such time the proceeds are not subject to the investment
experience of a Separate Account.

Page 17
<PAGE>

INCOME SETTLEMENT OPTIONS (CONTINUED)

If any payee is a corporation, partnership, association, assignee, or fiduciary,
an option may be chosen only with Our consent.

We may pay or credit excess interest of such amount and in such manner as We
determine.

The following options are available:

OPTION 1: INTEREST INCOME
This option offers payments of interest, at the rates We declare, on the amount
applied under this option. The interest rate will never be less than 3 1/2% per
year.

OPTION 2: LIFE ANNUITY
A life annuity is an annuity payable during the lifetime of the payee and
terminating with the last payment preceding the death of the payee. This option
offers the largest payment amount of any of the life annuity options since there
is no guarantee of a minimum number of payments nor a provision for a death
benefit payable to a beneficiary.

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

OPTION 3: LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN
This annuity option is an annuity payable monthly during the lifetime of the
payee with the provision that payments will be made for a minimum of 120, 180,
or 240 months, as elected. If, at the death of the payee, payments have been
made for less than The minimum elected number of months, then the present value
as of the date of the payee's death, of any remaining guaranteed payments will
be paid in one sum to the beneficiaries designated unless other provisions have
been made and approved by Us.

OPTION 4: JOINT AND LAST SURVIVOR ANNUITY
An annuity payable monthly during the joint lifetime of the payee and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior To the death of the survivor.
Based on the options currently offered by Us, the payee may elect that the
payment to the survivor be less than the payment made during the joint lifetime
of the payee and a designated second person.

OPTION 5: PAYMENTS FOR A DESIGNATED PERIOD
An amount payable monthly for the number of years selected which may be from 5
to 30 years. Under this option, you may, at any time, request a full surrender
and receive, within seven days, the Cash Surrender Value.

Option 5 is an option that does not involve life contingencies.

Page 18
<PAGE>

INCOME SETTLEMENT OPTIONS (CONTINUED)

OPTION 6: DEATH PROCEEDS REMAINING WITH THE COMPANY
Proceeds from the Death Benefit may be left with Hartford Life. These proceeds
will remain in the Sub-Accounts to which they were allocated at the time of
death unless the beneficiary elects to reallocate them. Full or partial
withdrawals may be made at any time.

ALLOCATION OF ANNUITY
If an annuity option is effected, unless otherwise specified, the Cash Surrender
Value or Death Proceeds held in the Sub-Accounts will be applied to provide a
variable annuity based on the Pro Rata amount in the various Sub-Accounts.
Fixed annuity options are also available.

VARIABLE ANNUITY AND FIXED DOLLAR ANNUITY
VARIABLE ANNUITY - A variable annuity is an annuity with payments increasing or
decreasing in amount in accordance with the net investment results of the Sub-
Accounts. After the first monthly payment for a variable annuity has been
determined by using the appropriate Variable Payment Annuity Tables below, a
number of Sub-Account Annuity Units is determined by dividing that first monthly
payment by the appropriate Sub-Account Annuity Unit value on the effective date
of the annuity payments. The Annuity Unit value for each Sub-Account will
depend on the investment experience of the applicable Funds.

Once variable annuity payments have begun, the number of Annuity Units remains
fixed with respect to a particular Sub-Account. If the Owner elects that
continuing annuity payments be based on a different Sub-Account, the number will
change effective with that election but will remain fixed in number following
such election.

The dollar amount of the second and subsequent variable annuity payments is not
predetermined and may increase or decrease from month to month. The actual
amount of each variable annuity payment after the first is determined by
multiplying the number of Sub-Account Annuity Units by the Sub-Account Annuity
Unit value. The Sub-Account Annuity Unit value will be determined no earlier
than the fifth Valuation Day preceding the date the annuity payment is due.

FIXED DOLLAR ANNUITY - A fixed dollar annuity is an annuity with payments which
remain fixed as to dollar amount throughout the payment period. Fixed annuity
payments are determined by multiplying the amount applied to the annuity by a
rate to be determined by Us which is not less than the rate specified in the
Fixed Payment Annuity Tables below. The annuity payment will remain level for
the duration of the annuity.

DESCRIPTION OF TABLES
The attached tables show the minimum dollar amount of the first monthly payments
for each $1,000 applied under the options. Under Option 2 and 3, the amount of
each payment will depend upon the age and sex of the payee at the time the first
payment is due. Under Option 4, the amount of each payment will depend upon the
sex of both payees and their ages at the time the first payment is due.

The variable payment annuity tables for Options 2, 3 and 4 are based on the
1983a Individual Annuity Mortality Table with ages set back one year and an
interest rate of 5% per year. The table for Option 5 is based on an interest
rate of 5% per year.

The fixed annuity payment tables for Options 2, 3 and 4 are based on the 1983a
Individual Annuity Mortality Table with ages set back one year and an interest
rate of 3% per year. The table for Option 5 is based on an interest rate of 3%
per year.

Page 19
<PAGE>

VARIABLE PAYMENT ANNUITY TABLES
Amount of First Monthly Payment
For Each $1,000 Applied to Variable Payment Annuities

Second and subsequent annuity payments, when based on the investment experience
of a Separate Account, are variable and are not guaranteed as to fixed dollar
amount.

SINGLE LIFE ANNUITIES

<TABLE>
<CAPTION>
Male Payee Female Payee
---------- ------------

Monthly Payments Guaranteed Monthly Payments Guaranteed

Age -------------------------------- --------------------------------
None 120 180 240 None 120 180 240
<S> <C> <C> <C> <C> <C> <C> <C> <C>
35 $4.68 $3.67 $4.66 $4.64 $4.52 $4.52 $4.51 $4.50
40 4.86 4.85 4.82 4.79 4.65 4.65 4.64 4.62
45 5.10 5.07 5.03 4.97 4.83 4.82 4.80 4.77
50 5.41 5.35 5.28 5.20 5.06 5.04 5.01 4.97
51 5.48 5.41 5.34 5.24 5.12 5.09 5.06 5.01
52 5.55 5.48 5.40 5.30 5.17 5.14 5.11 5.05
53 5.63 5.55 5.46 5.35 5.23 5.20 5.16 5.10
54 5.71 5.63 5.53 5.40 5.30 5.26 5.22 5.15
55 5.80 5.70 5.60 5.45 5.37 5.33 5.28 5.20
56 5.89 5.79 5.67 5.51 5.44 5.40 5.34 5.26
57 5.99 5.88 5.74 5.57 5.52 5.47 5.40 5.31
58 6.10 5.97 5.82 5.62 5.60 5.54 5.47 5.37
59 6.21 6.07 5.90 5.68 5.68 5.62 5.54 5.43
60 6.33 6.17 5.98 5.74 5.79 5.71 5.62 5.49
61 6.46 6.28 6.07 5.80 5.89 5.80 5.70 5.55
62 6.60 6.40 6.16 5.86 6.00 5.90 5.78 5.61
63 6.75 6.52 6.25 5.91 6.11 6.00 5.86 5.67
64 6.91 6.64 6.34 5.97 6.23 6.11 5.95 5.74
65 7.09 6.78 6.43 6.02 6.37 6.22 6.04 5.80
66 7.27 6.91 6.52 6.08 6.51 6.34 6.14 5.87
67 7.47 7.06 6.82 6.12 6.66 6.47 6.24 5.93
68 7.68 7.21 6.71 6.17 6.82 6.60 6.34 5.99
69 7.91 7.36 6.81 6.22 7.00 6.74 6.44 6.05
70 8.15 7.52 6.90 6.26 7.19 6.89 6.54 6.11
75 9.65 8.35 7.30 6.41 8.41 7.74 7.06 6.34
80 11.78 9.16 7.59 6.48 10.24 8.70 7.46 6.46
85 14.73 9.80 7.74 6.51 13.00 9.55 7.69 6.50
90 18.62 10.21 7.80 6.51 17.00 10.10 7.79 6.51

</TABLE>

JOINT AND LAST SURVIVOR

Age of Age of Female Payee
Male 35 40 45 50 55 60 65 70 75 80 85 90
Payee
- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $4.38 $4.42 $4.47 $4.52 $4.56 $4.59 $4.62 $4.64 $4.65 $4.66 $4.67 $4.68
40 4.41 4.47 4.54 4.60 4.66 4.71 4.75 4.79 4.81 4.83 4.85 4.85
45 4.43 4.51 4.60 4.68 4.77 4.85 4.91 4.97 5.01 5.05 5.07 5.08
50 4.45 4.55 4.65 4.76 4.88 5.00 5.10 5.19 5.26 5.31 5.35 5.37
55 4.47 4.57 4.70 4.84 4.99 5.15 5.30 5.44 5.56 5.65 5.71 5.75
60 4.49 4.60 4.73 4.90 5.09 5.30 5.52 5.73 5.92 6.07 6.17 6.24
65 4.50 4.61 4.76 4.95 5.17 5.43 5.73 6.04 6.34 6.59 6.79 6.91
70 4.50 4.63 4.78 4.98 5.23 5.54 5.92 6.34 6.79 7.21 7.55 7.80
75 4.51 4.64 4.80 5.01 5.28 5.63 6.07 6.60 7.22 7.87 8.46 8.91
80 4.51 4.64 4.81 5.03 5.31 5.69 6.18 6.81 7.60 8.52 9.45 10.24
85 4.52 4.65 4.82 5.04 5.34 5.73 6.25 6.96 7.89 9.07 10.40 11.67
90 4.52 4.65 4.82 5.05 5.35 5.75 6.30 7.05 8.09 9.49 11.21 13.03

</TABLE>

PAYMENT FOR A DESIGNATED PERIOD

No. Monthly No. Monthly No. Monthly No. Monthly No. Monthly No. Monthly
of Payment of Payment of Payment of Payment of Payment of Payment
Years Amounts Years Amounts Years Amounts Years Amounts Years Amounts Years Amounts
- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 $18.74 10 $10.51 15 $7.82 20 $6.51 25 $5.76 30 $5.28
6 15.99 11 9.77 16 7.49 21 6.33 26 5.65
7 14.02 12 9.16 17 7.20 22 6.17 27 5.54
8 12.56 13 8.64 18 6.94 23 6.02 28 5.45
9 11.42 14 8.20 19 6.71 24 5.88 59 5.36

</TABLE>

The monthly payment for any combination of ages not shown will be quoted upon
request.

Page 20
<PAGE>

FIXED PAYMENT ANNUITY TABLES
Amount of Monthly Payments
For Each $1,000 Applied to
Fixed Payment Annuities

Payments are fixed and are guaranteed as to fixed dollar amount.

SINGLE LIFE ANNUITIES

<TABLE>
<CAPTION>
Male Payee Female Payee
---------- ------------

Monthly Payments Guaranteed Monthly Payments Guaranteed

-------------------------------- --------------------------------
None 120 180 240 None 120 180 240
<S> <C> <C> <C> <C> <C> <C> <C> <C>
35 $3.41 $3.40 $3.39 $3.38 $3.23 $3.23 $3.22 $3.22
40 3.61 3.60 3.58 3.56 3.39 3.38 3.38 3.37
45 3.87 3.85 3.82 3.77 3.59 3.58 3.57 3.55
50 4.19 4.15 4.10 4.03 3.84 3.83 3.81 3.77
51 4.27 4.22 4.17 4.08 3.90 3.89 3.86 3.82
52 4.34 4.29 4.23 4.14 3.97 3.95 3.92 3.88
53 4.43 4.37 4.30 4.20 4.03 4.01 3.98 3.93
54 4.51 4.45 4.37 4.26 4.10 4.08 4.04 3.99
55 4.60 4.54 4.45 4.32 4.18 4.15 4.11 4.04
56 4.70 4.62 4.53 4.39 4.25 4.22 4.18 4.11
57 4.80 4.72 4.61 4.45 4.34 4.30 4.25 4.17
58 4.91 4.82 4.69 4.51 4.42 4.38 4.32 4.23
59 5.03 4.92 4.78 4.58 4.52 4.47 4.40 4.30
60 5.15 5.03 4.87 4.64 4.61 4.56 4.48 4.37
61 5.28 5.14 4.96 4.71 4.72 4.66 4.57 4.44
62 5.42 5.26 5.06 4.78 4.83 4.76 4.66 4.51
63 5.57 5.39 5.16 4.84 4.95 4.86 4.75 4.58
64 5.74 5.52 5.26 4.90 5.07 4.98 4.85 4.65
65 5.91 5.66 5.36 4.96 5.21 5.10 4.95 4.72
66 6.10 5.81 5.46 5.02 5.35 5.22 5.05 4.79
67 6.29 5.96 5.56 5.08 5.51 5.36 5.16 4.86
68 6.50 6.11 5.66 5.13 5.67 5.50 5.26 4.93
69 6.73 6.28 5.76 5.18 5.85 5.65 5.37 5.00
70 6.97 6.44 5.86 5.23 6.04 5.80 5.49 5.06
75 8.45 7.32 6.31 5.40 7.26 6.69 6.04 5.32
80 10.55 8.17 6.62 5.48 9.07 7.69 6.48 5.45
</TABLE>

JOINT AND LAST SURVIVOR ANNUITY

<TABLE>
<CAPTION>
Age of Age of Female Payee
Male 35 40 45 50 55 60 65 70 75 80
Payee
- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $3.07 $3.14 $3.20 $3.25 $3.30 $3.33 $3.35 $3.37 $3.39 $3.40
40 3.11 3.20 3.28 3.36 3.42 3.48 3.52 3.55 3.57 3.59
45 3.15 3.25 3.36 3.46 3.56 3.64 3.71 3.76 3.80 3.83
50 3.17 3.29 3.42 3.56 3.69 3.82 3.92 4.01 4.08 4.12
55 3.19 3.32 3.47 3.54 3.81 3.99 4.16 4.29 4.40 4.48
60 3.20 3.34 3.51 3.70 3.92 4.15 4.39 4.61 4.79 4.93
65 3.21 3.36 3.54 3.75 4.00 4.29 4.61 4.94 5.24 5.48
70 3.22 3.37 3.56 3.78 4.05 4.40 4.80 5.25 5.70 6.12
75 3.22 3.38 3.57 3.81 4.11 4.48 4.95 5.51 6.15 6.80
80 3.23 3.38 3.58 3.82 4.14 4.54 5.05 5.71 6.52 7.45
</TABLE>

PAYMENTS FOR A DESIGNATED PERIOD

<TABLE>
<CAPTION>
No. Monthly No. Monthly No. Monthly No. Monthly No. Monthly No. Monthly
of Payment of Payment of Payment of Payment of Payment of Payment
Years Amounts Years Amounts Years Amounts Years Amounts Years Amounts Years Amounts
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 $17.91 10 $9.61 15 $6.87 20 $5.51 25 $4.71 30 $4.18
6 15.14 11 8.86 16 6.53 21 5.32 26 4.59
7 13.16 12 8.24 17 6.23 22 5.15 27 4.47
8 11.68 13 7.71 18 5.96 23 4.99 28 4.37
9 10.53 14 7.26 19 5.73 24 4.84 29 4.27

</TABLE>

The monthly payment for any combination of ages not shown will be quoted upon
request.

Page 21
<PAGE>

Hartford Life Insurance Company
Hartford, Connecticut 06104-2999
(A stock insurance company)

National Service Center Address:
P.O. Box 59179
Minneapolis, Minnesota 55459

Cash Surrender Value Payable on Maturity Date
Death Proceeds Payable at Death
Non-Participating

MODIFIED SINGLE PREMIUM VARIABLE
LIFE INSURANCE POLICY

Page 22
<PAGE>

HARTFORD LIFE INSURANCE COMPANY
HARTFORD, CONNECTICUT 06104-2999
(A STOCK INSURANCE COMPANY)

NATIONAL SERVICE CENTER ADDRESS:
P.O. BOX 59179
MINNEAPOLIS, MINNESOTA 55459

Signed for the Company

Bruce D. Gardner, SECRETARY Lowndes A. Smith, PRESIDENT

READ YOUR POLICY CAREFULLY
This is a legal contract between You and Us.

RIGHT TO EXAMINE POLICY

We want You to be satisfied with the policy You have purchased. We urge You to
examine it closely. If, for any reason, You are not satisfied, You may deliver
or mail the policy to Us or to the agent from whom it was purchased within ten
(10) days after You receive it. 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 or the sum of (i) the Account Value 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 by the funds for taxes, charges or fees.

CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
DEATH PROCEEDS PAYABLE AT DEATH OF LAST SURVIVING INSURED
NON-PARTICIPATING

LAST SURVIVOR MODIFIED SINGLE PREMIUM
VARIABLE LIFE INSURANCE POLICY
<PAGE>

TABLE OF CONTENTS

Page

Policy Specifications 3

Definitions 5

Death Benefit 6

Premiums 7

Valuation Provisions 8

Account Value, Cash Value and Cash Surrender Value 9

Monthly Deduction Amount 10

Annual Maintenance Fee 11

Transfers 11

Termination and Maturity Date 12

Reinstatement 12

Full Surrender 13

Partial Surrenders, Annual Withdrawal Amount, and Surrender Charges 13

Policy Loans 14

Payments by Us 15

Taxation 15

The Contract 15

Ownership and Beneficiary 17

Exchange Option 18

Income Settlement Options 18

Page 2
<PAGE>

[insert specs]

Page 3
<PAGE>

[insert specs]

Page 4
<PAGE>

DEFINITIONS

The definitions in this section apply to the following words and phrases
whenever and wherever they appear in this policy.

ACCOUNT: any of the Sub-Accounts.

ACCOUNT VALUE: the value of the Sub-Accounts and the Loan Account.

ACCUMULATION UNIT: an accounting unit used to calculate the value of a Sub-
Account.

ATTAINED AGE: the Issue Age plus the number of fully completed Policy Years.

ANNUITY UNIT: An accounting unit of measure used to calculate the amount of
annuity payments under the variable annuity option.

CASH SURRENDER VALUE: the Cash Value less all Indebtedness.

CASH VALUE: the Account Value less any applicable Surrender Charges and Premium
Tax Charge due upon surrender.

DATE OF ISSUE: the date shown on Page 3 from which Suicide and Incontestability
provisions are measured.

DEATH PROCEEDS: the amount which We will pay upon the death of the Last
Surviving Insured.

FACE AMOUNT: on the Policy Date, the Face Amount equals the Initial Face
Amount. Thereafter it may change in accordance with the terms of the Death
Benefit provision, and the Partial Withdrawal provision.

FUNDS: the registered open end management investment companies in which the
assets of the Separate Account may be invested.

INITIAL FACE AMOUNT: the amount shown on Page 3.

INSURED: the persons whose lives are insured under this policy as shown on Page
3.

IN WRITING: in a written form satisfactory to Us.

ISSUE AGE: as of the Policy Date, the Insureds' age on their last birthday.

LAST SURVIVING INSURED: the Insured who survives after the death of one of the
Insureds shown on Page 3. If both Insureds die simultaneously, the Last
Surviving Insured will be the younger Insured.

Page 5
<PAGE>

DEFINITIONS (CONTINUED)

MATURITY DATE: the date, shown on Page 3, on which the policy will mature.

OWNER: the owner of the policy as shown on Page 3.

POLICY ANNIVERSARY: an anniversary of the Policy Date. Similarly, Policy Years
are measured from the Policy Date.

POLICY DATE: the date shown on Page 3 from which Policy Anniversaries and
Policy Years are determined.

POLICY LOAN RATE: the interest rate charged on policy loans.

PREMIUM TAX CHARGE: the amount of tax charged by a state, or municipal entity
on premium payments or Account Values. We pay the premium tax in a single sum
to the appropriate entity and amortize it to the policyholder over the first 10
years. If the policy is surrendered within 10 years of the Policy Date, any
unamortized premium tax will be collected on the surrender date.

PRO-RATA BASIS: an allocation method based on the proportion of the Account
Value in each Sub-Account.

SUB-ACCOUNTS: the subdivisions of the Separate Account. These are shown on
Page 3.

VALUATION DAY: the date on which a Sub-Account is valued. This occurs every
day We are open and the New York Stock Exchange is open for trading.

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

YOU, YOUR: the Owner of the policy.

WE, US, OUR, THE COMPANY: Hartford Life Insurance Company.

DEATH BENEFIT

GENERAL
On any day the Death Benefit is the greater of: (a) the Face Amount on date of
the Last Surviving Insured's death; and (b) the Minimum Death Benefit described
below.

Page 6
<PAGE>

DEATH BENEFIT (CONTINUED)

DEATH PROCEEDS
The Death Proceeds are the amount which We will pay on the death of the Last
Surviving Insured. This equals the Death Benefit less any loans and less any
due and unpaid Monthly Deduction Amounts occurring during a Grace Period.

If the Last Surviving Insured dies after We receive a written request from You
to surrender the policy, the Death Proceeds will not be paid. We will pay You
the Cash Surrender Value instead.

NOTIFICATION OF FIRST DEATH OF THE INSUREDS
You must notify Us in Writing and give Us due proof of the first death of the
Insureds as soon as possible after the death.

PREMIUMS

GENERAL
All premiums are payable either:

(a) to Us at the address shown on the premium notice; or
(b) to Our authorized agent in exchange for a receipt signed by Our President
or Secretary and countersigned by such agent.

Checks should be made payable to The Company.

INITIAL PREMIUM PAYMENTS
You will have the option of setting your Initial Premium Guideline Percentage at
80%, 90% or 100% of the Guideline Premium Limitation established by Federal tax
law. The Initial Premium is due on the Policy Date. No insurance is effective
until the Initial Premium is paid. The Initial Premium and the Initial Premium
Guideline Percentage You chose are shown on Page 3.

SUBSEQUENT PREMIUM PAYMENTS
Subject to the Guideline Premium Limitation, We will accept additional premiums
at any time. The actual amount and frequency of any payments made will affect
the Cash Value and the amount and duration of insurance provided by this policy.
Any Subsequent Premium Payment that results in an increase in the Death Benefit
will be accepted only after We approve evidence of insurability.

Page 7
<PAGE>

PREMIUMS (CONTINUED)

PREMIUM ALLOCATION
The Initial Premium will be allocated to the Money Market Sub-Account on the
date We receive the premium, or the Policy Date if it occurs after the date We
receive the premium.

The Accumulated Value in this Money Market Sub-Account will then be allocated
to the Sub-Accounts, in whole percentages according to the premium allocation
specified in the application, on the later of:

(a) the expiration of the Right to Examine period specified on Page 1; and
(b) the date We receive the final requirement to put the policy in force.

Any additional Premiums received by Us prior to such date will be allocated to
the Money Market Sub-Account.

Upon written request, You may change the premium allocation. Subsequent
Premiums will be allocated to the Sub-Accounts according to Your most recent
instructions.

GRACE PERIOD
This policy will terminate 61 days after a Monthly Activity Date on which the
Cash Surrender Value is less than zero. The 61-day period is the Grace Period.
If sufficient premium is not paid by the end of the Grace Period, the policy
will terminate without value. The Company will mail the Owner and any assignee
written notice of the amount of premium that will be required to continue this
policy in force at last 61 days before the end of the Grace Period. The premium
required will be no greater than the amount required to pay three Monthly
Deduction Amounts as of the day the Grace Period began. If that premium is not
paid by the end of the Grace Period, this policy will terminate.

VALUATION PROVISIONS

Page 8
<PAGE>

VALUATION PROVISION (CONTINUED)

ACCOUNT VALUE, CASH VALUE, AND
CASH SURRENDER VALUE

On each subsequent Monthly Activity Date, Your Account Value equals:

On each Valuation Day (other than a Monthly Activity Date), Your Account Value
equals:

(a) the sum of Your Accumulated Values in the Sub-Accounts; plus
(b) the value of Your Loan Account, if any.

ACCUMULATED VALUE - SUB-ACCOUNTS
Your Accumulated Value in any Sub-Account equals:

(a) the number of Your Accumulation Units in that Sub-Account on the Valuation
Day; multiplied by
(b) that Sub-Account's Accumulation Unit Value on the Valuation Day.

Page 9
<PAGE>

ACCOUNT VALUE, CASH VALUE, AND
CASH SURRENDER VALUE (CONTINUED)

CASH VALUE AND SURRENDER CHARGES
A Surrender Charge, if applicable, will be subtracted from the Account Value to
determine the Cash Value. The Surrender Charge and the Policy Years during
which it will be applied are shown on Page 4A.

MONTHLY DEDUCTION AMOUNT

GENERAL
The Monthly Deduction Amount equals:

(a) the Cost of Insurance Charge; plus
(b) the Administrative Charge; plus
(c) the Mortality and Expense Risk Charge; plus
(d) the Tax Expense Charge.

The Monthly Deduction Amount will be taken on a Pro-Rata Basis from the Sub-
Accounts on each Monthly Activity Date.

COST OF INSURANCE CHARGE
The Maximum Cost of Insurance charge for any Monthly Activity Date is equal to:

(a) the Maximum Cost of Insurance rate per $1,000 shown on Page 4; multiplied
by
(b) the coverage amount; divided by
(c) $1,000.

On any Monthly Activity Date the coverage amount equals the Death Benefit less
the Account Value on that date prior to assessing the Monthly Deduction Amount.

We can use Cost of Insurance Charges that are lower than the Maximum Cost of
Insurance Rates shown on Page 4. Charges will be determined based on Our
expectation as to future experience. Any change We make will be on a uniform
basis for Insureds for the same Issue Age, sex, premium band, and insurance
class and whose coverage has been in force for the same length of time. No
change in insurance class or cost will occur on account of deterioration of the
Insured's health.

ADMINISTRATIVE CHARGE
The Administrative Charge for any Monthly Activity Date is equal to:

(a) the Administration Annual Rate divided by 12; multiplied by
(b) the sum of Your Accumulated Values in the Sub-Accounts on the Monthly
Activity Date, prior to assessing the Monthly Deduction Amount.

The Administration Annual Rate is that shown on Page 4A.

Page 10
<PAGE>

MONTHLY DEDUCTION AMOUNT (CONTINUED)

MORTALITY AND EXPENSE RISK CHARGE
The Mortality and Expense Risk Charge for any Monthly Activity Date is equal to:

(a) The Mortality and Expense Risk Annual Rate divided by 12; multiplied by
(b) the sum of Your Accumulated Values in the Sub-Accounts on the Monthly
Activity Date, prior to assessing the Monthly Deduction Amount.

The Mortality and Expense Risk Annual Rate is that shown on Page 4A.

TAX EXPENSE CHARGE
The Tax Expense Charge for any Monthly Activity Date occurring during the first
ten years of the Policy is equal to:

(a) the Tax Expense Rate divided by 12; multiplied by
(b) the Account Value on the Monthly Activity Date, prior to assessing the
Monthly Deduction Amount.

The Tax Expense Rate is the sum of the Internal Revenue Code section 848 Rate
and the State Premium Tax Annual Rate shown on Page 4A. If You surrender this
policy in full within 9 years of the Policy Date, any Premium Tax due and unpaid
will be deducted from Your Cash Value at surrender.

ANNUAL MAINTENANCE FEE

An Annual Maintenance Fee shown on Page 4A will be taken on a Pro-Rata Basis
from the Sub-Accounts if applicable on the Policy Date and each subsequent
Policy Anniversary.

TRANSFERS

The right to reallocate Account Values between the Accounts is subject to
modification if the Company determines, in its sole opinion, that the exercise
of the right by one or more Owners is, or would be, to the disadvantage of other
Owners. Any modification could be applied to transfers to or from some or all
of the Sub-Accounts and could include, but not be limited to, the requirement of
a minimum time period between each transfer, not accepting transfer requests of
an agent acting under a power of attorney on behalf of more than one Owner, or
limiting the dollar amount that may be transferred between the Sub-Accounts by a
Owner at any one time. Such restrictions may be applied in any manner
reasonably designed to prevent any use of the transfer right which is considered
by the Company to be to the disadvantage of other Owners.

Page 11
<PAGE>

TRANSFERS (CONTINUED)

1. the amount transferred; by
2. the Accumulation Unit Value for that Sub-Account as of the next Valuation
Day after We receive Your request for transfer in Writing.

In the event of a transfer to a Sub-Account, We will increase the number of
Accumulation Units credited to that Sub-Account. The increase will equal:

1. the amount transferred; divided by
2. the Accumulation Unit Value for that Sub-Account as of the next Valuation
Day after We receive Your request for transfer in Writing.

TERMINATION AND MATURITY DATE

TERMINATION
The policy will terminate upon the earliest of the following events:

(a) Maturity Date of the policy; or
(b) Full surrender of the policy; or
(c) the end of the Grace Period; or
(d) the death of the Last Surviving Insured.

MATURITY DATE
No insurance coverage will be effective on or after the Maturity Date. Any Cash
Surrender Value as of the Maturity Date will be paid to You.

REINSTATEMENT

Prior to the death of the Last Surviving Insured, and unless this policy has
been surrendered for cash, the policy may be reinstated prior to the Maturity
Date provided:

(a) the Insureds alive at the end of the date of lapse are also alive on the
date of reinstatement;
(b) You make Your request within five years;
(c) satisfactory evidence of insurability is submitted;
(d) any policy loan is repaid or reinstated; and
(e) sufficient premium must be paid to:
(i) cover all Monthly Deduction Amounts and Annual Maintenance Fee that
are due and unpaid during the Grace Period, and
(ii) keep the policy in force for three months after the date of
reinstatement.

Page 12
<PAGE>

REINSTATEMENT (CONTINUED)

The Face Amount of the reinstated policy cannot exceed the Face Amount at the
time of lapse. The Account Value on the reinstatement date will reflect:

(a) the Account Value at the time of termination; plus
(b) Premiums attributable to premiums paid at the time of reinstatement.

The Surrender Charges will be based on the number of policy years from the
original Policy Date.

Upon reinstatement, any Indebtedness at the time of termination must be repaid
or carried over to the reinstated policy.

FULL SURRENDER

The amount You will receive will be the Account Value less:

(a) any Policy Loans;
(b) any applicable due and unpaid Premium Tax charges as specified on Page 4A;
(c) any applicable surrender charge as specified on Page 4A.

PARTIAL SURRENDERS, ANNUAL WITHDRAWAL AMOUNT
AND SURRENDER CHARGES

PARTIAL SURRENDERS
You may request, in writing, a partial surrender of Cash Surrender Values at any
time before the Maturity Date provided the Cash Surrender Value remaining after
the surrender is at least equal to Our minimum premium amount rules then in
effect. If the remaining Cash Surrender Value following such surrender is less
than Our minimum premium amount rules, We will terminate the policy and pay the
Cash Surrender Value. Unless specified otherwise, the partial surrender will be
deducted on a Pro-Rata Basis from the Sub-Accounts. The Face Amount of the
policy will be reduced proportional to the reduction in account value due to the
partial surrender. For Federal Tax purposes, any surrenders will be deemed to
be first from earnings, to the extent that they exist, and then from the premium
payments.

Page 13
<PAGE>

PARTIAL SURRENDERS, ANNUAL WITHDRAWAL AMOUNT
AND SURRENDER CHARGES (CONTINUED)

After the ninth Policy Year, all surrenders will be free of surrender charges
and due and unpaid premium tax charges. Only the Annual Maintenance Fee will be
charged.

No surrender charges will be assessed in the event the Policy terminates due to
the death of the Insured, or upon the exercise of the Annual Withdrawal Amount.

POLICY LOANS

LOAN AMOUNTS
Any new loan taken may not exceed 90% of the Cash Value less 100% of existing
loans, if any, on the date We grant a loan. Loan amounts will be subject to Our
minimum rules then in effect. Before advancing the loan amount, We may withhold
an amount sufficient to pay interest on total loans to the end of the Policy
Year and any Monthly Deduction Amounts due on or before the next Policy
Anniversary. All loan amounts will be transferred from the Sub-Accounts to the
Loan Account. Unless You specify otherwise, the amounts will be transferred on
a Pro-Rata Basis.

CREDITED INTEREST
Except for Preferred Loans described below, the Loan Account will be credited
with interest at a rate equal to the Policy Loan Rate applicable to that
indebtedness, minus 2%.

Page 14
<PAGE>

POLICY LOANS (CONTINUED)

LOAN REPAYMENTS
All or part of a loan may be repaid at any time that:

(a) the policy is in force;
(b) the Last Surviving Insured is alive.

However, each payment must be at least $50.

The amount of a loan repayment will be deducted from the Loan Account and will
be allocated among the Sub-Accounts in the same percentage as premiums are
allocated.

LOAN INTEREST
Loan Interest will accrue daily by a rate not to exceed the Policy Loan Interest
Rate shown on Page 4. 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.

PAYMENTS BY US

TAXATION

We do not expect to incur any federal, state or local income tax on the earnings
or realized capital gains attributable to the Separate Account. Based upon
these expectations, no charge is currently being made to the Separate Account
for federal, state or local income taxes. If We incur income taxes
attributable to the Separate Account or determine that such taxes will be
incurred, We may assess a charge for taxes against the policy in the future.

THE CONTRACT

Page 15
<PAGE>

THE CONTRACT (CONTINUED)

MODIFICATION
The only way this contract may be modified is by a written agreement signed by
Our President, or one of Our Vice Presidents, Secretaries or Assistant
Secretaries.

NON-PARTICIPATION
This policy is non-participating. It does not share in Our surplus earnings, so
You will receive no dividends under it.

MISSTATEMENT OF AGE
On the date of death of the Last Surviving Insured, the Death Benefit will be
reduced or increased by the difference between the Death Benefit at the
misstated ages and/or sexes of the Insures and the Death Benefit that would have
been provided by the last cost of insurance charge at the correct ages and/or
sexes of the Insureds, if:

(a) the age of an Insured is misstated; or
(b) the sex of an Insured is misstated.

SUICIDE
If, within 2 years from the Date of Issue, either of the Insured die by suicide,
while sane or insane, Our liability will be limited to the premiums paid less
Indebtedness and less any partial surrenders.

If, within 2 years from the effective date of any increase the Face Amount for
which evidence of insurability was obtained, either of the Insureds die by
suicide, while sane or insane. Our liability with respect to the increase in
the Face Amount will be limited to the additional premium paid which increased
the Face Amount.

INCONTESTABILITY
With regard to the life of each Insured, we cannot contest this policy after it
has been in force, during the Insured's lifetime, for 2 years from its Date of
Issue.

Any increase in the Face Amount for which evidence of insurability was obtained,
will be incontestable only after the increase has been inforce, during the
Insured's lifetime, for 2 years from the effective date of the increase.

SEPARATE ACCOUNTS
We will have exclusive and absolute ownership and control of the assets of Our
Separate Accounts. The assets of a Fund will be available to cover the
liabilities of Our general account only to the extent that those assets exceed
the liabilities of that Separate Account arising under the variable life
insurance contracts supported by that Separate Account. The assets of a Fund
will be valued at least as often as any contract benefits vary, but at least
monthly. Our determination of the value of an Accumulation Unit by the method
described in this policy will be conclusive. The investment policy of the
Separate Account will not be changed without the approval of the Insurance
Commissioner of the state where this policy is issued for delivery.

Page 16
<PAGE>

THE CONTRACT (CONTINUED)

REPORTS TO THE OWNER
We will send You a report at least once each Policy Year showing:

(a) the current Account Value, Cash Value and Face Amount;
(b) the premiums paid, Monthly Deduction Amounts and loans since the last
report;
(c) the amount of any Indebtedness;
(d) notifications required by the provisions of this policy; and
(e) any other information required by the Insurance Department of the state
where this policy was delivered.

We will send you any shareholder reports of the Funds and any other notices,
reports or documents required by law.

OWNERSHIP AND BENEFICIARY

CHANGE OF OWNER OR BENEFICIARY
The Owner and Beneficiary will be those named in the application until You
change them. To change the Owner or Beneficiary, notify Us in Writing while the
Last Surviving Insured is alive. After We receive written notice, the change
will be effective as of the date You signed such notice, whether or not the Last
Surviving Insured is living when We receive it. However, the change will be
subject to any payment We made or actions We may have taken before We received
the request.

ASSIGNMENT
You may assign this policy. Until You notify Us in Writing, no assignment will
be effective against Us. We are not responsible for the validity of any
assignment.

VOTING RIGHTS
The Company shall notify the Owner of any Fund shareholders meeting at which the
shares held for the Owner's Account may be voted and shall also send proxy
materials and a form of instruction by means of which the Owner can instruct the
Company with respect to the voting of the shares held for the Owner's Account.
In connection with the voting of Fund shares held by it, the Company shall
arrange for the handling and tallying of proxies received from Owners. The
Company will vote the Fund shares held by it in accordance with the instructions
received from the Owners having the right to give voting instructions. If an
Owner desires to attend any meeting which shares held for the Owner's benefit
may be voted, the owner may request the Company to furnish a proxy or otherwise
arrange for the exercise of voting rights with respect to the Fund shares held
for such Owner's Account.

Page 17
<PAGE>

OWNERSHIP AND BENEFICIARY (CONTINUED)

Change in the Operation of the Separate Account
At the Company's election and subject to any necessary vote by persons having
the right to give instructions with respect to the voting of the Fund shares
held by the Sub-Accounts, the Variable Account may be operated as a management
company under the Investment Company Act of 1940 or it may be deregistered under
the Investment Company Act of 1940 in the event registration is no longer
required. Deregistration of the Variable Account requires an order by the
Securities and Exchange Commission.

OWNER'S RIGHTS
While the Last Surviving Insured is alive and no Beneficiary is irrevocably
named, You may:

(a) exercise all the rights and options that this policy provides or that We
permit;
(b) assign this policy; and
(c) agree with Us to any change to this policy.

NO NAMED BENEFICIARY
If no named Beneficiary survives the Last Surviving Insured, then, unless this
policy provides otherwise:

(a) You will be the Beneficiary; or
(b) if You are the Insured, Your estate will be the Beneficiary.

EXCHANGE OPTION

The new policy will be issued by Us:

1. with an amount at risk which equals or is less than the amount at risk in
effect on the Exchange Date;
2. with premiums based on the same risk classification as this policy.

This 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.

INCOME SETTLEMENT OPTIONS

GENERAL
The Cash Surrender Value or the Death Proceeds may be paid in a lump sum or may
be applied to one of the following payment options. The minimum amount that may
be placed under a payment option is $5,000, unless We consent to a lesser
amount. Under Options 2, 3, and 4, no surrender or partial withdrawals are
permitted after payments commence. Full surrender or partial withdrawals may be
made from Options 1 or 6, but they are subject to the surrender charge, if
applicable. Only a full surrender is allowed from Option 5. A surrender from
Option 5 will also be subject to the surrender charge, if applicable.

Page 18
<PAGE>

INCOME SETTLEMENT OPTIONS (CONTINUED)

If any payee is a corporation, partnership, association, assignee, or fiduciary,
an option may be chosen only with Our consent.

We may pay or credit excess interest of such amount and in such manner as We
determine.

The following options are available:

OPTION 1: INTEREST INCOME
This option offers payments of interest, at the rates We declare, on the amount
applied under this option. The interest rate will never be less than 3 1/2% per
year.

OPTION 3: LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN
This annuity option is an annuity payable monthly during the lifetime of the
payee with the provision that payments will be made for a minimum of 120, 180,
or 240 months, as elected. If, at the death of the payee, payments have been
made for less than the minimum elected number of months, then the present value
as of the date of the payee's death, of any remaining guaranteed payments will
be paid in one sum to the beneficiaries designated unless other provisions have
been made and approved by Us.

OPTION 4: JOINT AND LAST SURVIVOR ANNUITY
An annuity payable monthly during the joint lifetime of the payee and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior to the death of the survivor.
Based on the options currently offered by Us, the payee may elect that the
payment to the survivor be less than the payment made during the joint lifetime
of the payee and a designated second person.

Page 19
<PAGE>

INCOME SETTLEMENT OPTIONS (CONTINUED)

In the event of the payee's deathprior to the end of the designated period,
the present value as of the date of the payee's death, of any remaining
guaranteed payments will be paid in one sum to the beneficiary or beneficiaries
designated unless other provisions have been made and approved by Us.

Option 5 is an option that does not involve life contingencies.

ALLOCATION OF ANNUITY
If an annuity option is effected, unless otherwise specified, the Cash Surrender
Value or Death Proceeds held in the Sub-Account will be applied to provide a
variable annuity based on the Pro Rata amount in the various Sub-Accounts.
Fixed annuity options are also available.

VARIABLE ANNUITY AND FIXED DOLLAR ANNUITY
VARIABLE ANNUITY - a variable annuity is an annuity with payments increasing or
decreasing in amount in accordance with the net investment results of the Sub-
Accounts. After the first monthly payment for a variable annuity has been
determined by using the appropriate Variable Payment Annuity Tables below, a
number of Sub-Account Annuity Units is determined by dividing that first monthly
payment by the appropriate Sub-Account Annuity Unit value on the effective date
of the annuity payments. The Annuity Unit value for each Sub-Account will
depend on the investment experience of the applicable Funds.

once variable annuity payments have begun, the number of Annuity Units remains
fixed with respect to a particular Sub-Account. If the Owner elects that
continuing annuity payments be based on a different Sub-Account, the number will
change effective with that election but will remain fixed in number following
such election.

FIXED DOLLAR ANNUITY - A fixed dollar annuity is an annuity with payments which
remain fixed as to dollar amount throughout the payment period. Fixed annuity
payments are determine by multiplying the amount applied to the annuity by a
rate to be determined by Us which is not less than the rate specified in the
Fixed Payment Annuity Tables below. The annuity payment will remain level for
the duration of the annuity.

Page 20
<PAGE>

INCOME SETTLEMENT OPTIONS (CONTINUED)

The variable payment annuity tables for Options 2, 3, and 4 are based on the
1983a Individual Annuity Mortality Table with ages set back one year and an
interest rate of 5% per year. The table for Option 5 is based on an interest
rate of 5% per year.

The fixed annuity payment tables for Options 2, 3, and 4 are based on the 1983a
Individual Annuity Mortality Table with ages set back one year and an interest
rate of 3% per year. The table for Option 5 is based on an Interest rate of 3%
per year.

Page 21
<PAGE>

VARIABLE PAYMENT ANNUITY TABLES
AMOUNT OF FIRST MONTHLY PAYMENT
FOR EACH $1,000 APPLIED TO VARIABLE PAYMENT ANNUITIES

Second and subsequent annuity payments, when based on the investment experience
of a Separate Account, are variable and are not guaranteed as to fixed dollar
amount.

SINGLE LIFE ANNUITIES

<TABLE>
<CAPTION>
MALE PAYEE FEMALE PAYEE
---------- ------------
MONTHLY PAYMENTS GUARANTEED MONTHLY PAYMENTS GUARANTEED
AGE
---------------------------------- ----------------------------------
None 120 180 240 None 120 180 240
<S> <C> <C> <C> <C> <C> <C> <C> <C>
35 $4.68 $4.67 $4.66 $4.64 $4.52 $4.52 $4.51 $4.50
40 4.86 4.85 4.82 4.79 4.65 4.65 4.64 4.62
45 5.10 5.07 5.03 4.97 4.83 4.82 4.80 4.77
50 5.41 5.35 5.28 5.20 5.06 5.04 5.01 4.97
51 5.48 5.41 5.34 5.24 5.12 5.009 5.06 5.01
52 5.55 5.48 5.40 5.30 5.17 5.14 5.11 5.06
53 5.63 5.55 5.46 5.35 5.23 5.20 5.16 5.10
54 5.71 5.63 5.53 5.40 5.30 5.26 5.22 5.15
55 5.80 5.70 5.60 5.45 5.37 5.33 5.28 5.20
56 5.89 5.79 5.67 5.51 5.44 5.40 5.34 5.26
57 5.99 5.88 5.74 5.57 5.52 5.47 5.40 5.31
58 6.10 5.97 5.82 5.62 5.60 5.54 5.47 5.37
59 6.21 6.07 5.90 5.68 5.69 5.62 5.54 5.43
60 6.33 6.17 5.98 5.74 5.79 5.71 5.62 5.49
61 6.46 6.28 6.07 5.80 5.89 5.80 5.70 5.55
62 6.80 6.40 6.16 5.85 6.00 5.90 5.78 5.61
63 6.75 6.52 6.25 5.91 6.11 6.00 5.86 5.67
64 6.91 6.64 6.34 5.97 6.23 6.11 5.95 5.74
65 7.09 6.78 6.43 6.02 6.37 6.22 6.04 5.80
66 7.27 6.91 6.52 6.08 6.51 6.34 6.14 5.87
67 7.47 7.06 6.62 6.12 6.86 6.47 6.24 5.93
68 7.68 7.21 6.71 6.17 6.82 6.60 6.34 5.99
69 7.91 7.36 6.81 6.22 7.00 6.74 6.44 6.05
70 8.15 7.52 6.90 6.26 7.19 6.89 6.54 6.11
75 9.65 8.35 7.30 6.41 8.41 7.74 7.06 6.34
80 11.78 9.16 7.59 6.48 10.24 8.70 7.46 6.46
85 14.73 9.80 7.74 6.51 13.00 9.55 7.69 6.50
90 18.62 10.21 7.80 6.51 17.00 10.10 7.79 6.51
</TABLE>

JOINT AND LAST SURVIVOR

<TABLE>
<CAPTION>
AGE OF AGE OF FEMALE PAYEE
MALE 35 40 45 50 55 60 67 70 75 80 85 90
PAYEE
- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $4.38 $4.42 $4.47 $4.52 $4.56 $4.59 $4.62 $4.64 $4.65 $4.66 $4.67 $4.68
40 4.41 4.47 4.54 4.60 4.66 4.71 4.75 4.79 4.81 4.83 4.85 4.85
45 4.43 4.51 4.60 4.68 4.77 4.85 4.91 4.97 5.01 5.05 5.07 5.08
50 4.45 4.55 4.65 4.76 4.88 5.00 5.10 5.19 5.26 5.31 5.35 5.37
55 4.47 4.57 4.70 4.84 4.99 5.15 5.30 5.44 5.56 5.65 5.71 5.75
60 4.49 4.60 4.73 4.90 5.09 5.30 5.52 5.73 5.92 6.07 6.17 6.24
65 4.50 4.61 4.76 4.95 5.17 5.43 5.73 6.04 6.34 6.59 6.79 6.91
70 4.50 4.63 4.78 4.98 5.23 5.54 5.92 6.34 6.79 7.21 7.55 7.80
75 4.51 4.64 4.80 5.01 5.28 5.63 6.07 6.50 7.22 7.87 8.46 8.91
80 4.51 4.64 4.81 5.03 5.31 5.69 6.18 6.81 7.60 8.52 9.45 10.24
85 4.52 4.65 4.82 5.04 5.34 5.73 6.25 6.96 7.89 9.07 10.40 11.67
90 4.52 4.65 4.82 5.05 5.35 5.75 6.30 7.05 8.09 9.49 11.21 13.03
</TABLE>

PAYMENT FOR A DESIGNATED PERIOD

<TABLE>
<CAPTION>
NO. MONTHLY NO. MONTHLY NO. MONTHLY NO. MONTHLY NO. MONTHLY NO. MONTHLY
OF PAYMENT OF PAYMENT OF PAYMENT OF PAYMENT OF PAYMENT OF PAYMENT
YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS
- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 $18.74 10 $10.51 15 $7.82 20 $6.51 25 $5.76 30 $5.28
6 15.99 11 9.77 16 7.49 21 6.33 26 5.65
7 14.02 12 9.16 17 7.20 22 6.17 27 5.54
8 12.58 13 8.54 18 6.94 23 6.02 28 5.45
9 11.42 14 8.20 19 6.71 24 5.88 29 5.36
</TABLE>

The monthly payment for any combination of ages not shown will be quoted upon
request.

Page 21
<PAGE>

FIXED PAYMENT ANNUITY TABLES
AMOUNT OF MONTHLY PAYMENTS
FOR EACH $1,000 APPLIED TO
FIXED PAYMENT ANNUITIES

Payments are fixed and are guaranteed as to fixed dollar amount.

SINGLE LIFE ANNUITIES

<TABLE>
<CAPTION>
MALE PAYEE FEMALE PAYEE
---------- ------------
MONTHLY PAYMENTS GUARANTEED MONTHLY PAYMENTS GUARANTEED
---------------------------------- ----------------------------------
None 120 180 240 None 120 180 240
<S> <C> <C> <C> <C> <C> <C> <C> <C>
35 $3.41 $3.40 $3.39 $3.38 $3.23 $3.23 $3.22 $3.22
40 3.61 3.60 3.58 3.56 3.39 3.38 3.38 3.37
45 3.87 3.85 3.82 3.77 3.59 3.58 3.57 3.55
50 4.19 4.15 4.10 4.03 3.84 3.83 3.81 3.77
51 4.27 4.22 4.17 4.08 3.90 3.89 3.85 3.82
52 4.34 4.29 4.23 4.14 3.97 3.95 3.92 3.88
53 4.43 4.37 4.30 4.20 4.03 4.01 3.95 3.93
54 4.51 4.45 4.37 4.26 4.10 4.08 4.04 3.99
55 4.60 4.54 4.45 4.32 4.18 4.15 4.11 4.04
56 4.70 4.62 4.53 4.39 4.25 4.22 4.18 4.11
57 4.80 4.72 4.61 4.45 4.34 4.30 4.25 4.17
58 4.91 4.82 4.69 4.51 4.42 4.38 4.32 4.23
59 5.03 4.92 4.78 4.56 4.52 4.47 4.43 4.30
60 5.15 5.03 4.87 4.64 4.61 4.58 4.45 4.37
61 5.28 5.14 4.96 4.71 4.72 4.66 4.57 4.44
62 5.42 5.26 5.06 4.78 4.83 4.76 4.66 4.51
63 5.57 5.39 5.16 4.84 4.95 4.86 4.75 4.58
64 5.74 5.52 5.26 4.90 5.07 4.98 4.85 4.65
65 5.81 5.66 5.36 4.96 5.21 5.10 4.95 4.72
66 6.10 5.81 5.45 5.02 5.35 5.22 5.05 4.79
67 6.29 5.96 5.56 5.08 5.51 5.36 5.16 4.86
68 6.50 6.11 5.66 5.13 5.67 5.50 5.25 4.93
69 6.73 6.28 5.76 5.18 5.85 5.65 5.37 5.00
70 6.97 6.44 5.86 5.23 6.04 5.80 5.43 5.06
75 8.45 7.32 6.31 5.40 7.26 6.69 6.04 5.32
80 10.56 8.17 6.62 5.48 9.07 7.69 6.43 5.45
</TABLE>

JOINT AND LAST SURVIVOR ANNUITY

<TABLE>
<CAPTION>
AGE OF AGE OF FEMALE PAYEE
MALE 35 40 45 50 55 60 65 70 75 80
PAYEE
- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $3.07 $3.14 $3.20 $3.25 $3.30 $3.33 $3.35 $3.37 $3.39 $3.40
40 3.11 3.20 3.28 3.36 3.42 3.48 3.52 3.55 3.57 3.59
45 3.15 3.25 3.36 3.46 3.56 3.64 3.71 3.76 3.80 3.83
50 3.17 3.29 3.42 3.56 3.69 3.82 3.92 4.01 4.08 4.12
55 3.19 3.32 3.47 3.64 3.81 3.99 4.16 4.29 4.40 4.48
60 3.20 3.34 3.51 3.70 3.92 4.15 4.39 4.61 4.79 4.93
65 3.21 3.36 3.54 3.75 4.00 4.29 4.61 4.94 5.24 5.48
70 3.22 3.37 3.56 3.78 4.06 4.40 4.80 5.25 5.70 6.12
75 3.22 3.38 3.57 3.81 4.11 4.48 4.95 5.51 6.15 6.80
80 3.23 3.38 3.58 3.82 4.14 4.54 5.05 5.71 6.52 7.45
</TABLE>

PAYMENTS FOR A DESIGNATED PERIOD

<TABLE>
<CAPTION>
NO. MONTHLY NO. MONTHLY NO. MONTHLY NO. MONTHLY NO. MONTHLY NO. MONTHLY
OF PAYMENT OF PAYMENT OF PAYMENT OF PAYMENT OF PAYMENT OF PAYMENT
YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 $17.91 10 $9.61 15 $6.87 20 $5.51 25 $4.71 30 $4.18
6 15.14 11 8.86 16 6.53 21 5.32 26 4.59
7 13.16 12 8.24 17 6.23 22 5.15 27 4.47
8 11.68 13 7.71 18 5.96 23 4.99 28 4.37
9 10.53 14 7.26 19 5.73 24 4.84 29 4.27
</TABLE>

The monthly payment for any combination of ages not shown will be quoted upon
request.

Page 22
<PAGE>

Hartford Life Insurance Company
Hartford, Connecticut 06104-2999
(A stock insurance company)

National Service Center Address:
P.O. Box 59179
Minneapolis, Minnesota 55459

Cash Surrender Value Payable on Maturity Date
Death Proceeds Payable at Death
Non-Participating

LAST SURVIVOR MODIFIED SINGLE PREMIUM
VARIABLE LIFE INSURANCE POLICY

Page 23

<PAGE>

POLICY SPECIFICATIONS

DATE OF ISSUE: July 25, 1994 INSURED Test SPVL

POLICY DATE: May 15, 1994 ISSUE AGE/SEX 35 Male

MATURITY DATE: May 15, 2059 INSURANCE CLASS: STANDARD

POLICY NUMBER: SPVL12345 INITIAL FACE AMOUNT: $61,729

OWNER: Test SPVL INITIAL PREMIUM: $10,000.00

BENEFICIARY: Test SPVL

LIST OF SUBACCOUNTS AND FORMS

EACH SUBACCOUNT OF THE HARTFORD LIFE INSURANCE INSURANCE COMPANY SEPARATE
ACCOUNT PRODUCT NAME INVESTS IN A SPECIFIC FUND OF THE HARTFORD.

LISTED BELOW ARE THE SUBACCOUNTS AND THE FUNDS THEY INVEST IN

SUBACCOUNT FUND
PUTNAM GLOBAL GROWTH PUTNAM GLOBAL GROWTH
PUTNAM GROWTH AND INCOME PUTNAM GROWTH AND INCOME
PUTNAM HIGH YIELD PUTNAM HIGH YIELD
PUTNAM MONEY MARKET PUTNAM MONEY MARKET
PUTNAM MULTI-STRATEGY PUTNAM MULTI-STRATEGY
PUTNAM U.S. GOVERNMENT AND HIGH PUTNAM U.S. GOVERNMENT AND HIGH
QUALITY BOND QUALITY BOND
PUTNAM VOYAGER PUTNAM VOYAGER
PUTNAM UTILITIES GROWTH AND INCOME PUTNAM UTILITIES GROWTH AND INCOME

INITIAL ALLOCATION OF NET PREMIUMS: HARTFORD MONEY MARKET SUBACCOUNT 100%

PAGE 3
<PAGE>

POLICY SPECIFICATIONS

TABLE OF MINIMUM DEATH BENEFIT PERCENTAGES
AND MONTHLY MAXIMUM COST OF INSURANCE RATES PER $1,000

<TABLE>
<CAPTION>
MAXIMUM MAXIMUM MAXIMUM
MINIMUM DEATH COST OF MINIMUM DEATH COST OF MINIMUM D COST OF
ATT BENEFIT INSURANCE ATT BENEFIT INSURANCE ATT BENEFIT INSURANCE
AGE PERCENT RATE AGE PERCENT RATE AGE PERCENT RATE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
35 250.00 0.173 57 142.00 1.005 79 106.00 7.170
36 250.00 0.185 58 138.00 1.088 80 105.00 7.808
37 250.00 0.198 59 134.00 1.178 81 105.00 8.527
38 250.00 0.214 60 130.00 1.280 82 105.00 9.343
39 250.00 0.233 61 128.00 1.394 83 105.00 10.252
40 250.00 0.253 62 126.00 1.526 84 105.00 11.235
41 243.00 0.274 63 124.00 1.675 85 105.00 12.274
42 236.00 0.298 64 122.00 1.839 86 105.00 13.356
43 229.00 0.322 65 120.00 2.016 87 105.00 14.478
44 222.00 0.348 66 119.00 2.203 88 105.00 15.640
45 215.00 0.377 67 118.00 2.400 89 105.00 16.852
46 209.00 0.407 68 117.00 2.610 90 105.00 18.132
47 203.00 0.438 69 116.00 2.842 91 104.00 19.516
48 197.00 0.473 70 115.00 3.103 92 103.00 21.058
49 191.00 0.510 71 113.00 3.405 93 103.00 22.898
50 185.00 0.553 72 111.00 3.753 94 103.00 25.343
51 178.00 0.600 73 109.00 4.149 95 102.00 28.958
52 171.00 0.653 74 109.00 4.586 96 102.00 34.829
53 164.00 0.714 75 108.00 5.055 97 101.00 44.945
54 157.00 0.781 76 107.00 5.548 98 101.00 62.067
55 150.00 0.852 77 107.00 6.059 99 101.00 83.333
56 146.00 0.927 78 106.00 6.594
</TABLE>

THE MINIMUM BENEFIT PERCENTAGES ARE DETERMINED TO COMPLY WITH SECTION 7702 OF
THE INTERNAL REVENUE CODE.

THE MAXIMUM COST OF INSURANCE RATES DO NOT EXCEED THE COST OF INSURANCE RATES
BASED ON THE 1980 COMMISSIONER STANDARD ORDINARY UNISEX 80% MALE, UNISMOKER
TABLE AGE LAST BIRTHDAY.

POLICY LOAN INTEREST RATE: 4.00%

PAGE 4
<PAGE>

POLICY SPECIFICATIONS

FEES AND CHARGES

ANNUAL MAINTENANCE FEE: $30 (1)

FEDERAL TAX ANNUAL RATE (YEARS 1-10): .0015 (2)

PREMIUM TAX ANNUAL RATE (YEARS 1-10): .0025 (2)

ADMINISTRATION ANNUAL RATE: .004 (2)

MORTALITY AND EXPENSE RISK ANNUAL RATE: .0090 (2)

(1) THE ANNUAL CONTRACT MAINTENANCE CHARGE IS A SINGLE $30 CHARGE ON A CONTRACT.
IT IS DEDUCTED PROPORTIONALLY FROM THE INVESTMENT OPTIONS IN USE AT THE TIME OF
THE CHARGE. APPLIED ONLY IN CASES WHERE THE ACCOUNT VALUE FOR THE ENTIRE
CONTRACT IS LESS THAN $50,000.

(2) CHARGES DEDUCTED MONTHLY BASED ON THE ACCOUNT VALUE.

SURRENDER CHARGES

POLICY POLICY
YEAR RATE YEAR RATE
1 7.5% 6 4.0%
2 7.5% 7 4.0%
3 7.5% 8 2.0%
4 6.0% 9 2.0%
5 6.0% 10+ 0.0%

SURRENDER CHARGE RATE APPLIED AS A PERCENTAGE OF PURCHASE PAYMENTS OR AMOUNT
SURRENDERED, AS APPLICABLE.

UNAMORTIZED PREMIUM TAX CHARGE UPON SURRENDER
AS A PERCENT OF ACCOUNT VALUE

POLICY POLICY
YEAR RATE YEAR RATE
1 2.25% 6 1.00%
2 2.00% 7 0.75%
3 1.75% 8 0.50%
4 1.50% 9 0.25%
5 1.25% 10+ 0.00%

PAGE 4A
<PAGE>

POLICY SPECIFICATIONS

ANNUAL WITHDRAWAL AMOUNT CONTRACT YEARS: 1-7

10% OF PREMIUM PAYMENTS PER CONTRACT YEAR ON
A NON-CUMULATIVE BASIS.

AFTER CONTRACT YEAR 7:

MAX [ACCOUNT VALUE - PREMIUM PAYMENTS IN LAST
SEVEN YEARS, 10% OF PREMIUM PAYMENTS IN LAST
SEVEN YEARS PER CONTRACT YEAR ON A
NON-CUMULATIVE BASIS.]

PAGE 4B

<PAGE>

[LOGO] ITT HARTFORD

APPLICATION
FOR
LIFE INSURANCE
<PAGE>

AGENT: THIS NOTICE MUST BE REMOVED AND LEFT WITH THE PROPOSED INSURED(S)

HARTFORD LIFE INSURANCE COMPANY
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

NATIONAL SERVICE CENTER ADDRESS:
P.O. BOX 59179
MINNEAPOLIS, MN 55459

INVESTIGATIVE CONSUMER REPORT PRE-NOTIFICATION

Federal and state laws require notification that, in connection with your
application, we may request an investigative consumer report. In addition, such
a report may be requested subsequently to update our records if you apply for
additional coverage. You may request to be interviewed in connection with the
preparation of the investigative consumer report. Within 5 business days of
receiving your written request, we will inform you whether or not an
investigative consumer report was requested and, if such a report was requested,
the address and telephone number of the investigative agency to which the
request was made. By contacting the local office and providing proper
identification, you may inspect or, for the appropriate fee, receive a copy of
such report. The investigative agency may retain information they gather and
disclose it at a later date to other persons.

Typically the report will contain information as to character, general
reputation, personal characteristics and mode of living, which information is
obtained through an interview with you or an adult member of your family,
employers or business associates, financial sources, friends, neighbors or
others with whom you are acquainted. The information will consist, when
applicable, of a confirmation of your identity, age, residence, marital status,
and past and present employment including occupational duties, financial
information, driving record, sports and recreational activities, health
history, use of alcohol or drugs, if any, living conditions and type of
community.

MEDICAL INFORMATION BUREAU (MIB) PRE-NOTIFICATION

Information regarding your insurability will be treated as confidential. The
Hartford Life or ITT Hartford Life and Annuity Insurance Company or its
reinsurer(s) may, however, make a brief report thereon to the Medical
Information Bureau, a non-profit membership organization of life insurance
companies, which operates as an information exchange on behalf of its members.
If you apply to another Bureau member company for life or health insurance
coverage, or a claim for benefits is submitted to such a company, the Bureau,
upon request, will supply such a company, with the information in its file.

Upon receipt of a request from you, the Bureau will arrange disclosure of any
information it may have in your file. If you question the accuracy of
information in the bureau's file, you may contact the Bureau and seek a
correction in accordance with the procedures set forth in the Federal Fair
Credit Reporting Act. The address of the Bureau's information office is Post
Office Box 105, Essex Station, Boston, Massachusetts 02112, telephone number
(617)426-3660.

The Hartford Life or ITT Hartford Life and Annuity Insurance Company or its
reinsurer(s) may also release information in their files to other life insurance
companies to whom you may apply for life or health insurance, or to whom a claim
for benefits may be submitted.

PERSONAL HISTORY INTERVIEW

To provide you, our client, with the best possible service, we may follow-up
your application for insurance with what we call a personal history interview.
This is a phone call placed at the request of our underwriting office. Its
purpose is to make sure that our application information is accurate and
complete.

Our interviewers are trained to conduct their calls in friendly, professional
manner. The nature of the information discussed is always treated as personal
and confidential.
<PAGE>

<TABLE>
<CAPTION>
<S><C>
/ / HARTFORD LIFE INSURANCE COMPANY APPLICATION FOR LIFE INSURANCE
/ / ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
HARTFORD CONNECTICUT 06104-2999 [Logo] ITT HARTFORD

- -----------------------------------------------------------------------------------------------------------------------------------
1. PROPOSED INSURED INFORMATION
- -----------------------------------------------------------------------------------------------------------------------------------
a. Name of Proposed Insured b. Age c. Date of Birth d. Sex
- -----------------------------------------------------------------------------------------------------------------------------------
e. Social Sec. No. f. Place of Birth
- -----------------------------------------------------------------------------------------------------------------------------------
g. Residence Address h. Business Address

- -----------------------------------------------------------------------------------------------------------------------------------
i. Occupation/Duties
- -----------------------------------------------------------------------------------------------------------------------------------
2. PROPOSED JOINT INSURED - COMPLETE IF APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------------
a. Name of Proposed Insured b. Age c. Date of Birth d. Relationship to First Insured e. Sex
- -----------------------------------------------------------------------------------------------------------------------------------
f. Social Sec. No. g. Place of Birth
- -----------------------------------------------------------------------------------------------------------------------------------
h. Residence Address i. Business Address

- -----------------------------------------------------------------------------------------------------------------------------------
j. Occupation/Duties
- -----------------------------------------------------------------------------------------------------------------------------------
3. OWNER/BENEFICIARY INFORMATION
- -----------------------------------------------------------------------------------------------------------------------------------
a. Policy Owner Name and Address b. Soc. Sec. No. or Tax ID c. Relationship to Proposed Insured(s)

- -----------------------------------------------------------------------------------------------------------------------------------
d. Primary Beneficiary(s). Give full legal names/address. e. Relationship to Proposed Insured(s) f. % of Death Benefit

- -----------------------------------------------------------------------------------------------------------------------------------
g. Contingent Beneficiary. Give full legal names/address. h. Relationship to Proposed Insured(s)

- -----------------------------------------------------------------------------------------------------------------------------------
4. PLAN OF INSURANCE/PREMIUM
- -----------------------------------------------------------------------------------------------------------------------------------
a. Plan of Insurance: b. Initial Premium $ c. Initial Fact Amount $
- -----------------------------------------------------------------------------------------------------------------------------------
d. PREMIUM ALLOCATION. (MUST TOTAL 100%)
AGGRESSIVE GROWTH __________% DIVIDEND & GROWTH __________% MORTGAGE SEC __________%
INTERNATIONAL __________% ADVISER/MGD ACCT __________% BOND __________%
STOCK __________% INDEX __________% MONEY MARKET __________%
OTHER __________% Please Specify Fund ____________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
5. REPLACEMENT Applicant
- -----------------------------------------------------------------------------------------------------------------------------------
Are you purchasing this insurance to replace any life insurance or annuities in force? YES NO
--------
If yes, company ________________________________________________ Estimated Transfer Amount $______________ / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
6. SIMPLIFIED UNDERWRITING: IF THE ANSWERS TO QUESTION 6 ARE "NO", COMPLETE Proposed
- --- QUESTION 12. IF ANY ANSWERS ARE "YES", PLEASE GIVE DETAILS UNDER QUESTION 9 AND CONTINUE BY Proposed Joint
ANSWERING QUESTIONS 7-12. Insured Insured
---------------------
FULL UNDERWRITING: ANSWER QUESTIONS 7-12. YES NO YES NO
- -----------------------------------------------------------------------------------------------------------------------------------
a. Have you ever had or been treated for cancer, insulin dependent diabetes, heart attack, chest pain,
stroke, central nervous system disorder, muscular disorder or respiratory disorder? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
b. In the past 5 years have you had or been treated for a nervous or psychological disorder, epilepsy,
emphysema, kidney failure, liver disorder or been advised to have treatment for alcohol or drug abuse? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
c. Have you ever been diagnosed as having AIDS, AIDS Related Complex or other immune deficiency
disorder? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
d. Have you ever been declined for life insurance? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------

Form HL 14619 APPLICATION CONTINUED
<PAGE>

- -----------------------------------------------------------------------------------------------------------------------------------
7. FULL UNDERWRITING Proposed
- --- PLEASE ANSWER ALL QUESTIONS. EXPLAIN "YES" ANSWERS UNDER QUESTION 9. Proposed Joint
Insured Insured
----------------------
YES NO YES NO
- -----------------------------------------------------------------------------------------------------------------------------------
a. During the past 5 years have you consulted a physician or visited a clinic or hospital as a patient? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
b. Have you had insurance offered with an extra premium? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
c. Do you plan to travel or reside outside the United States? (If yes, state when, where, how long) / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
d. Have you flown in the past 2 years as a pilot or student pilot? (If yes, give details) / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
e. Have you participated in the past 2 years in any type of vehicle racing, sky or scuba diving or
hang gliding? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
f. Have you in the past 2 years had motor vehicle moving violations or your license suspended?
(If yes, give date, violation, license number and state) / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
g. Have you in the past 12 months smoked cigarettes, cigars, pipes or used chewing tobacco?
(If yes, specify substance) / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
h. Height ___ft ___in ___ft ___in
- -----------------------------------------------------------------------------------------------------------------------------------
i. Weight ____lbs ____lbs
- -----------------------------------------------------------------------------------------------------------------------------------
8. HAVE YOU EVER BEEN TREATED FOR: YES NO YES NO
- -----------------------------------------------------------------------------------------------------------------------------------
a. Heart murmur, high blood pressure or other heart, blood or circulatory disorder, or diabetes
(whether or not on insulin)? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
b. Convulsions, brain or spinal cord disorders? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
c. Any disease of the bones, lymph glands, stomach, intestines or any immune disorder? / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
9. GIVE COMPLETE DETAILS INCLUDING NAMES AND ADDRESSES OF DOCTORS AND HOSPITALS
- -----------------------------------------------------------------------------------------------------------------------------------
Ques No.
- --------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
10. OTHER INSURANCE IN FORCE/APPLIED FOR YES NO YES NO
- -----------------------------------------------------------------------------------------------------------------------------------
Do you have life insurance in force or applied for? (Give company, amount, plan, year if issue
and if Waiver of Premium and Accidental Death Benefits are included) / / / / / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
11. QUESTION FOR APPLICANT Applicant
---------
YES NO
- -----------------------------------------------------------------------------------------------------------------------------------
If we are unable to issue a life insurance policy, do you wish to apply for an annuity? / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
12. SUITABILITY Applicant
---------
YES NO
- -----------------------------------------------------------------------------------------------------------------------------------
a. Do you believe that this policy is consistent with your insurance needs and financial objectives? / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
b. Do you understand that the amount and duration of the death benefit may vary, depending on the investment
performance of the variable accounts? / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
c. Do you understand that the policy values may increase or decrease, depending on the investment performance
of the variable accounts? / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
d. Did you receive the current prospectus for the life policy applied for? / / / /
- -----------------------------------------------------------------------------------------------------------------------------------
e. Do you understand that the initial premium will be allocated to the Money Market Sub-Account until the
expiry of the Right to Examine Policy period? / / / /
- -----------------------------------------------------------------------------------------------------------------------------------

Form HL 14619 APPLICATION CONTINUED
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
13. AGREEMENT AND ACKNOWLEDGEMENT AND AUTHORIZATION
- --------------------------------------------------------------------------------
AGREEMENT AND ACKNOWLEDGEMENT
Each of the undersigned declares that: the statements and answers contained
in this application are complete and true to the best of each person's
knowledge and belief; and each agrees that coverage can take effect only if
the Proposed Insured(s) is/are alive and all answers material to the risk are
still true and complete when the policy is delivered and paid for. I/We
agree that the statements and answers contained in this application shall
form the basis of any contract for life insurance that may be issued; and a
copy of this application shall be attached to and made part of the policy.

I certify that my correct Tax I.D. Number is shown below. I also certify
that I am not subject to backup withholding.

Except as provided in the Conditional Receipt with the same date as this
application, the insurance applied for will not take effect until: (a) the
policy is issued, delivered to the policyholder; and (b) the initial premium
is paid; while (c) each Proposed Insured(s) is/are living and his/her
insurability is the same as described in this application.

If the initial premium accompanies this application, I/we acknowledge
possession of the Conditional Receipt and certify that I//we have read it.
The terms and conditions of the receipt, to which I/we agree, have been
explained to me/us fully by the agent and I/we understand them.

I/We agree that only an Officer of the Company may alter the terms of the
application, the Conditional Receipt or the policy, or waive any of the
Company's rights or requirements.

AUTHORIZATION TO OBTAIN, RELEASE AND DISCLOSE INFORMATION
I/We authorize: 1) any licensed physician, medical practitioner, hospital,
clinic or any other medically related facility, insurance company, the
Medical Information Bureau or other organization, institution or person that
has any records or knowledge of me/us or my/our health to give this data to
Hartford Life or ITT Hartford Life and Annuity Insurance Company (Hartford)
or its reinsurers, 2) the medical, surgical, drug or alcohol use, mental
health or emotional health information requested to be used to determine
my/our insurability and/or eligibility for any benefits in the event of a
claim, 3) Hartford or its reinsurers to give any information about me/us or
my/our health to the Medical Information Bureau, other insurance companies in
which I/we may have policies, or to whom I/we may apply, or to whom a claim
for benefits may be submitted and as may be required by law.

I/We understand that if I/we request details about any of the medical
information gathered about me/us or my/our children which relates to this
application; (a) the medical information; and, (b) the identity of the
medical care institution or the medical person who provided the information;
shall be released to me/us or to a licensed medical person of my/our choice.

Upon written request, I/we will receive details of the method I/we must use
to exercise my/our right to access, correct and amend any information
gathered about me/us or my/our children which relates to this application.
I/we may revoke, in writing, the right to use this consent form except to the
extent that action has already been taken.

This consent form will expire: two years from the date of the contract; or,
one year from the date below, if no contract has yet been issued. I/We know
that I/we may request to receive a copy of this authorization. A photocopy
of this consent form is as valid as the original.

Signed at _____________________ this_____ day of_________________ 19_______

_______________________________________ ___________________________________
Signature of Proposed Insured Signature of Proposed Joint Insured
(Parent or Guardian if (Parent or Guardian if
under 15 years of Age) under 15 years of Age)

_______________________________________ ___________________________________
Signature of Licensed Agent/ Signature of Applicant/Owner
Registered Representative if other than Proposed Insured(s)

Owner's Social Security/Tax I.D. No. ________ $ ________________________________
Amount Received with Application

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

Form HL 14619 APPLICATION CONTINUED
<PAGE>

<TABLE>
<CAPTION>
<S><C>
- -----------------------------------------------------------------------------------------------------------------------------------
AGENT INFORMATION - COMPLETE FOR ALL APPLICATIONS.
- -----------------------------------------------------------------------------------------------------------------------------------
1. Do you have knowledge or reason to believe that replacement of existing life insurance or annuities is involved in this
transaction?
- -----------------------------------------------------------------------------------------------------------------------------------
2. Personal History Interview
Most convenient time to call / / Morning / / Afternoon / / Evening
Place to call / / Home / / Business / / Phone number ____________________________
May we interview the Spouse or an adult member of the family: / / Yes / / No
Show any unusual name pronunciation phonetically. ________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
3. Estimated annual income, net worth and marital status of Proposed Insured(s) and Applicant (if different)?

- -----------------------------------------------------------------------------------------------------------------------------------
4. Give the purpose of this insurance and the nature of the Owner/Applicant's insurance interest.

- -----------------------------------------------------------------------------------------------------------------------------------
REMARKS - IDENTIFY QUESTION AND GIVE DETAILS
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
PRODUCER CERTIFICATION - COMPLETE FOR ALL APPLICATIONS.
- -----------------------------------------------------------------------------------------------------------------------------------
1. I CERTIFY that I asked each question separately; the answers were recorded as given; and, they are complete and accurate
to the best of my knowledge and belief.
2. I CERTIFY that I am duly licensed in the state in which this application was signed.
3. I have given the Proposed Insured(s) the appropriate Disclosure documents.
4. I CERTIFY that I am a NASD Registered Representative.
5. I have complied with state and federal laws on disclosure, cost comparison and replacement.
6. I have reviewed the purchase of this insurance policy as to suitability.
7. I have explained to the Applicant that this policy is not effective until a policy is issued by our National Service Center.
8. I have provided a compliance illustration with this application.

X ________________________________________________________________________________________________________________________
Signature(s) of Writing Agent(s)/Registered Representative Writing Agent's Code Number
- -----------------------------------------------------------------------------------------------------------------------------------
PAY COMMISSIONS AS INDICATED BELOW (COMMISSION SPLITS ARE AT WRITING AGENT LEVEL)
- -----------------------------------------------------------------------------------------------------------------------------------
AGENT NAME AGENT CODE SOCIAL SEC/TAX I.D. SPLIT
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
ITT Hartford Use Only: F.O.#______ Staff Code______ Advanced Und. Code______ Marketing Code______
- -----------------------------------------------------------------------------------------------------------------------------------
WHEN CONDITIONAL RECEIPT CAN BE USED
- -----------------------------------------------------------------------------------------------------------------------------------
An advance payment may be accepted and the Conditional Receipt may be given ONLY under the following conditions:

1. The advance premium is equal to the full initial premium.
2. The answers to Question 6 are "No".
3. The Proposed Insured(s) appear to be standard risks in all respects.
4. The Conditional receipt is given and the advance premium is collected only at the time the application is taken and signed.
5. The application does not contain a request for postdating.
6. The agent does not make an advance payment for the Proposed Insured or Applicant. If this is done, loss of the agent's
license could result.
7. For policies requiring full underwriting, the Proposed Insured(s) is/are 65 years old or less, age last birthday.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

AGENTS REPORT
<PAGE>

CONDITIONAL RECEIPT

FOR LIFE INSURANCE POLICIES REQUIRING FULL UNDERWRITING,
THIS RECEIPT IS VALID ONLY ON PROPOSED INSURED(S) AGE 65 OR LESS.

If any person proposed for coverage has answered "Yes" to Question 6, no payment
may be accepted with the application.

1. NO COVERAGE WILL BECOME EFFECTIVE PRIOR TO DELIVERY OF THE POLICY APPLIED
FOR UNLESS AND UNTIL ALL THE CONDITIONS OF THIS RECEIPT HAVE BEEN FULFILLED
EXACTLY:

(a) The amount of payment taken with the application must be equal to the
full initial premium and for the amount of insurance which may become
effective prior to delivery of the policy.

(b) All medical examinations, test, x-rays and electrocardiograms required
by the Company must be completed and received at its National Service
Center in Minneapolis, Minnesota within 60 days from the date of
completion of this application.

(c) As of the effective date, as defined below, each person proposed for
insurance in this application must be a risk insurable in accordance
with the Company's rules, limits, and standards for the plan and the
amount applied for without any modification either as to plan, amount,
riders and/or the rate of premium paid.

(d) As of the effective date, the state of health and all factors
affecting the insurability of each and every person proposed for
insurance must be as stated in the application.

2. Subject to the conditions of paragraph 1, insurance, as provided by the
terms and conditions of the policy applied for and in use on the effective
date, but for an amount not exceeding that specified in paragraph 3, will
become effective as of the effective date. "Effective date", as used
herein, is the later of: (a) the date of completion of the application, or
(b) the date of completion of all medical examinations, tests, x-rays and
electrocardiograms required by the Company. The effective date is
determined separately for each person proposed for coverage.

3. The total amount of insurance which may become effective on any person
proposed for insurance shall not exceed the initial premium plus $500,000.

4. If one or more of the conditions of paragraph 1 have not been fulfilled
exactly, there shall be no liability on the part of the Company except to
return the applicable payment in exchange for this Receipt.

5. NO AGENT OR ANY OTHER PERSON IS AUTHORIZED BY THE COMPANY TO WAIVE OR
MODIFY IN ANY WAY ANY OF THE PROVISIONS OF THIS CONDITIONAL RECEIPT.

If all the conditions are not fulfilled exactly, the insurance will take effect
when the policy is delivered to the owner stated in the application; but only if
at the time of such delivery there has been no change in insurability as
represented in the application.

All premium checks must be made payable to the Insurance Company. Do not make
checks payable to the agent or leave the payee blank.

Received a check totaling $ ________________ from __________________________ in
connection with the application for life insurance totaling $ _________________,
bearing the same date as this Conditional Receipt.

Dated at ________________________ this_______ day of _________________ 19 ____.

__________________________________
Signature of Agent

THIS RECEIPT IS TO BE DETACHED AND GIVEN TO THE APPLICANT AT THE TIME OF
APPLICATION IF ANY MONEY IS TAKEN

<PAGE>

EXHIBIT A (11)

HARTFORD LIFE INSURANCE COMPANY
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
DESCRIPTION OF TRANSFER AND REDEMPTION PROCEDURES AND
METHOD OF COMPUTING ADJUSTMENTS IN PAYMENTS AND
ACCOUNT VALUES UPON CONVERSION TO
FIXED BENEFIT CONTRACTS

This document sets forth, as required by Rule 6e-3(T)(b)(12)(ii), the
administrative procedures that will be followed by Hartford Life Insurance
Company and ITT Hartford Life and Annuity Insurance Company (each "Hartford") in
connection with the issuance of its modified single premium variable life
insurance Contract (the "Contract"), the transfer of assets held thereunder, and
the redemption by Contract Owners of their interests in said Contracts. The
document also describes the method that Hartford will use in adjusting the
payments and cash values when a Contract is exchanged for a fixed benefit
insurance contract pursuant to Rule 6e-3(T)(b)(13)(v)(B).

TRANSFER AND REDEMPTION PROCEDURES

1. PURCHASE AND RELATED TRANSACTIONS

A. PREMIUMS AND UNDERWRITING STANDARDS

This Contract is a modified single premium contract. The Contract permits
the Contract Owner to pay a large single premium and, subject to
restrictions, additional premiums. The Contract Owner may choose a minimum
initial premium of 80%, 90% or 100% of the Guideline Single Premium (based
on the Face Amount). Under current underwriting rules, which are subject
to change, Applicants between the ages of 45 and 80 who pay an initial
premium of 100% of the Guideline Single Premium are eligible for simplified
underwriting without a medical examination if they meet simplified
underwriting standards as evidenced in their responses in the application.
For Contract Owners who pay an initial premium of 80% or 90% of the
Guideline Single Premium or who are below age 45 or above age 80, standard
underwriting applies. Additional premiums are allowed if they do not cause
the Contract to fail to meet the definition of a life insurance contract
under Section 7702 of the Internal Revenue Code. Hartford may require
evidence of insurability for any additional premiums which increase the
Coverage Amount. Generally, the minimum initial premium Hartford will
accept is $10,000. Hartford may accept less than $10,000 under certain
circumstances. No premium will be accepted which does not meet the tax
qualification guidelines for life insurance under the Code. The Contracts
will be offered and sold pursuant to established underwriting standards and
in accordance with state insurance laws, which prohibit unfair
discrimination among Contract Owners, but recognize that premiums must be
based upon factors such as age, health or occupation.
<PAGE>

-2-

B. APPLICATION AND INITIAL PREMIUM PROCESSING

Upon receipt of a completed application, Hartford will follow certain
insurance underwriting (i.e., evaluation of risks) procedures designed to
determine whether the applicant is eligible for simplified or standard
underwriting for determining insurability. Standard underwriting may
involve such verification procedures as medical examinations and may
require that further information be provided by the proposed Insured before
a determination can be made. A Contract will not be issued, and
consequently a Contract Issue Date established, until underwriting
procedures have been completed.

If a premium is submitted with the Contract application, insurance coverage
will begin immediately if the proposed Insured is insurable at a standard
rate under a conditional receipt agreement. Otherwise, insurance coverage
will not begin until the Contract's Issue Date. In either case, the
Contract when issued will be effective from the date Hartford receives the
initial premium at its National Service Center.

If a premium is not paid with the application, insurance coverage will
begin and the Contract will be effective on the later of the date the
underwriting determination is made or on the date the premium is received.

C. PREMIUM ALLOCATION

In the application for a Contract, the Contract Owner can allocate the
initial premium among the various Sub-Accounts. Hartford will allocate the
entire premium to the Money Market Sub-Account available under the
Contract. At a later date, the value of the Contract Owner's interest in
the Money Market Sub-Account will be allocated among the Sub-Accounts of
Separate Account Five in accordance with the Contract Owner's instructions
in the application for insurance.

D. CONTRACT LOANS

A Contract Owner may obtain a cash loan from Hartford, which is secured by
the Contract. The aggregate amount of all loans (including the currently
applied for loan) may not exceed 90% of the Cash Value at the time a loan
is requested.

The amount of each loan will be transferred on a Pro Rata Basis from each
of the Sub-Accounts (unless the Contract Owner specifies otherwise) to the
Loan Account. The Loan Account is a mechanism used to ensure that any
outstanding Indebtedness remains fully secured by the Contract values.
<PAGE>

-3-

LOAN INTEREST AND CREDITED INTEREST

Interest will accrue daily on the Indebtedness at the Contract Loan
Interest Rate indicated in the Contract. The difference between the value
of the Loan Account and the Indebtedness will be transferred on a Pro Rata
Basis from the Sub-Accounts to the Loan Account on each Monthly Activity
Date.

The amounts allocated to the Loan Account will bear interest at a rate of
4% per annum (6% for "Preferred Loans"). The amount of the Loan Account
that equals the difference between the Account Value and the total of all
premiums paid under the Contract is considered a "Preferred Loan." The
loan interest rate that Hartford will charge on all loans is 6% per annum.

LOAN REPAYMENTS

Contract Owners can repay any part of the entire loan at any time.

The amount of loan repayment will be deducted from the Loan Account and
will be allocated among the Sub-Accounts in the same percentage as premiums
are allocated.

TERMINATION DUE TO EXCESSIVE INDEBTEDNESS

If total indebtedness equals or exceeds the Cash Value, the Contract will
terminate 61 days after we have mailed notice to the Contract Owner's last
known address and that of any assignees of record. If sufficient loan
repayment is not made by the end of the Grace Period, the Contract will end
without value.

EFFECT OF LOANS ON ACCOUNT VALUE

A loan, whether or not repaid, will have a permanent effect on the Account
Value because the investment results of each Sub-Account will apply only to
the amount remaining in such Sub-Accounts. The longer a loan is
outstanding, the greater the effect is likely to be. The effect could be
favorable or unfavorable. If the Sub-Accounts earn more than the annual
interest rate for funds held in the Loan Account, a Contract Owner's
Account Value will not increase as rapidly as it would have had no loan
been made. If the Sub-Accounts earn less than the Loan Account, the
Contract Owners Account Value will be greater than it would have been had
no loan been made. Also, if not repaid, the aggregate amount of the
indebtedness under the Contract will reduce the Death Proceeds and Cash
Surrender Value otherwise payable.
<PAGE>

-4-

II. TRANSFER AMONG INVESTMENT DIVISIONS

Each Sub-Account available under the Contracts invests in shares of an open-end
diversified management investment company registered with the Securities and
Exchange Commission. At any time, the Contract Owner may transfer value among
the Funds. We reserve the right at a future date to limit the size of transfers
and remaining balances and to limit the number and frequency of transfers.

A transfer will take effect on the date the written request (or telephone
request) is received at Hartford unless a later date is designated in the
request for transfer. A transfer between the Loan Account and the Separate
Account incident to the repayment or making of a loan under the Contract will
not be considered a transfer. A transfer from the Money Market Sub-Account at
the end of the Right to Cancel Period or a transfer arising because of a
substitution of securities by Hartford will also not be considered a transfer.

III. "REDEMPTION" PROCEDURES: SURRENDER AND RELATED TRANSACTIONS

A. SURRENDER FOR CASH VALUE

At any time before the death of the Insured and while the Contract is in
force, the Contract Owner may completely surrender the Contract by written
request. The surrender payment from the Sub-Accounts will be made within
seven days after Hartford receives the written request, unless payment is
postponed to the relevant provision of the Investment Company Act of 1940.

B. BENEFIT CLAIMS

As long as the Contract remains in force, Hartford will usually pay the
Death Proceeds to the named Beneficiary within seven days after receipt of
due proof of death of the Insured unless the Contract is contested.
Payment of the Death Proceeds may be postponed as permitted pursuant to the
relevant provisions of the Investment Company Act of 1940.

The Death Proceeds equal the Death Benefit under the Contract less all
indebtedness under the Contract. The Death Benefit will be determined on
the date Hartford receives written notice of death and is a function of the
Death Benefit Option chosen by the Contract Owner.

In lieu of payment of the death proceeds in a single sum, an election may
be made to apply all or a portion of the proceeds under one of the fixed
and
<PAGE>

- 5 -

variable benefit settlement options described in the Contract and
Prospectus or a combination of options. The election may be made by the
Contract Owner during the Insured's lifetime. The Beneficiary may make or
change an election within 90 days of the death of the Insured, unless the
Contract Owner has made an irrevocable election. The fixed and variable
benefit settlement options are subject to the restrictions and limitations
set forth in the Contract and Prospectus.

C. CONTRACT LAPSE

The Contract will terminate 61 days after a Monthly Activity Date on which
the Cash Surrender Value is less than zero. The 61-day period is the Grace
Period. If sufficient premium is not paid by the end of the Grace Period,
the Contract will terminate without value. The Company will mail the
Contract Owner and any assignee written notice of the amount of premium
that will be required to continue the Contract in force at least 61 days
before the end of the Grace Period. The premiums required will be no
greater than the amount required to pay three (3) Monthly Deduction Amounts
as of the day the Grace Period began. If that premium is not paid by the
end of the Grace Period, the Contract will terminate.

If the Contract lapses, the Contract Owner may reinstate the Contract by
payment of the reinvestment premium (and any applicable charges) shown in
the Contract. A request for reinstatement may be made at any time within
five years of lapse. If a loan was outstanding at the time of lapse,
Hartford will require repayment of the loan before permitting reinstatement
or the loan will also be reinstated. In addition, Hartford reserves the
right to require satisfactory evidence of insurability.

D. CONTRACT LOANS

See "Purchase and Related Transactions," Section I. D. on page 2 of this
Exhibit.

CASH ADJUSTMENT UPON EXCHANGE OF CONTRACT

If the Contract is in effect, the Contract Owner may exchange it any time,
during the 24 months following the Date of Issue, for a permanent life insurance
contract offered by Hartford on the life of the Insured without evidence of
insurability.

The new Contract will be issued by Hartford with an amount at risk which equals
or
<PAGE>

- 6 -

is less than the amount at risk in effect on the Exchange Date and with premiums
based on the same risk classification as the Contract.

This exchange is subject to adjustments in payments and Account Values to
reflect variances, if any, in the payments and Account Values under the Contract
and the new Contract.

<PAGE>

HARTFORD LIFE INSURANCE COMPANY, INC.
AND
HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY, INC.

POWER OF ATTORNEY

Donald R. Frahm
Bruce D. Gardner
Joseph H. Gareau
John P. Ginnetti
Thomas M. Marra
Leonard E. Odell, Jr.
Lowndes A. Smith
Raymond P. Welnicki
Lizabeth H. Zlatkus
Donald J. Znamierowski

do hereby jointly and severally authorize Bruce D. Gardner and/or Rodney J.
Vessels to sign as their agent, any Registration Statement, pre-effective
amendment, and any post-effective amendment of the Hartford Life Insurance
Company, Inc., and Hartford Life and Accident Insurance Company, Inc. under the
Securities Act of 1933 and/or the Investment Company Act of 1940.

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

/s/ Donald R. Frahm Dated:
- -------------------------------- --------------------------------
Donald R. Frahm

/s/ Bruce D. Gardner Dated:
- -------------------------------- --------------------------------
Bruce D. Gardner

/s/ John P. Ginnetti Dated:
- -------------------------------- --------------------------------
John P. Ginnetti

/s/ Thomas M. Marra Dated: 12-9-94
- -------------------------------- --------------------------------
Thomas M. Marra

/s/ Leonard E. Odell, Jr. Dated: 12/7/94
- -------------------------------- --------------------------------
Leonard E. Odell, Jr.

/s/ Lowndes A. Smith Dated:
- -------------------------------- --------------------------------
Lowndes A. Smith

/s/ Raymond P. Welnicki Dated:
- -------------------------------- --------------------------------
Raymond P. Welnicki

/s/ Lizabeth H. Zlatkus Dated:
- -------------------------------- --------------------------------
Lizabeth H. Zlatkus

/s/ Donald J. Znamierowski Dated: 12/8/94
- -------------------------------- --------------------------------
Donald J. Znamierowski

<PAGE>

[LOGO] [ITT LETTERHEAD]

April 18, 1995

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

Dear Sirs:

This opinion is furnished in connection with the registration statement under
the Securities Act of 1933 as amended, of a certain modified single premium
variable life insurance contract (the "Contract") that will be offered and sold
by Hartford Life Insurance Company and certain units of interest to be issued in
connection with the Contract.

The hypothetical illustrations of the contract used in this Registration
Statement accurately reflect reasonable estimates of projected performance of
the contract under the stipulated rates of investment return, the contractual
expense deductions and guaranteed cost-of-insurance rates, and utilizing a
reasonable estimation for expected fund operating expenses.

I hereby consent to the use of this opinion as an exhibit to the Securities Act
Registration Statement on Form S-6 and to the reference to my name under the
heading "Experts" in the Prospectus included in the Securities Act Registration
Statement.

Very truly yours,

/s/ Gregory M. Mateja

Gregory M. Mateja, FSA, MAAA
Director Individual Annuity
Inforce Management

ITT HARTFORD INSURANCE GROUP