SEPARATE ACCOUNT FIVE OF HARTFORD LIFE INSURANCE CO
485BPOS, 1995-04-26
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<PAGE>
                                                       REGISTRATION NO. 33-83654
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- --------------------------------------------------------------------------------

                       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 previously 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.
 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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<PAGE>

   HARTFORD
   LIFE INSURANCE COMPANY
   DIRECTOR LIFE
   MODIFIED SINGLE PREMIUM
   VARIABLE LIFE INSURANCE CONTRACTS
   [LOGO]

   This prospectus describes the Director 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 HVA Money Market Fund, Inc. 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
 Funds   presently  are   Hartford  Advisers   Fund,  Inc.,   Hartford  Capital
 Appreciation Fund, Inc., Hartford Bond Fund, Inc., Hartford Index Fund,  Inc.,
 Hartford Dividend and Growth Fund, Hartford International Advisers Fund, Inc.,
 Hartford  International Opportunities Fund, Inc., HVA Money Market Fund, Inc.,
 Hartford Mortgage Securities Fund, Inc., and Hartford Stock Fund, Inc.
    

   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 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 date of this Prospectus is May 1, 1995.
 ------------------------------------------------------------------------------
<PAGE>
                               TABLE OF CONTENTS

   
<TABLE>
<CAPTION>
                                                                           PAGE
 <S>                                                                       <C>
 SUMMARY.................................................................    5
 THE COMPANY.............................................................    7
 THE SEPARATE ACCOUNT....................................................    8
   General...............................................................    8
   Funds.................................................................    8
   Investment Adviser....................................................   10
 THE CONTRACT............................................................   10
   Application for a Contract............................................   10
   Premiums..............................................................   10
   Allocation of Premiums................................................   11
   Accumulation Unit Values..............................................   11
 DEDUCTIONS AND CHARGES..................................................   11
   Monthly Deductions....................................................   11
   Annual Maintenance Fee................................................   13
   Taxes.................................................................   13
   Charges Against the Funds.............................................   13
   Contingent Deferred Sales Charge......................................   13
   Premium Tax Charge....................................................   14
 CONTRACT BENEFITS AND RIGHTS............................................   14
   Death Benefit.........................................................   14
   Account Value.........................................................   14
   Transfer of Account Value.............................................   15
   Contract Loans........................................................   15
   Amount Payable on Surrender of the Contract...........................   16
   Partial Withdrawals...................................................   16
   Benefits at Maturity..................................................   16
   Lapse and Reinstatement...............................................   16
   Cancellation and Exchange Rights......................................   17
 LAST SURVIVOR CONTRACTS.................................................   17
 OTHER MATTERS...........................................................   18
   Voting Rights.........................................................   18
   Statements to Contract Owners.........................................   18
   Limit on Right to Contest.............................................   18
   Misstatement as to Age and Sex........................................   18
   Payment Options.......................................................   19
   Beneficiary...........................................................   20
   Assignment............................................................   20
   Dividends.............................................................   20
 EXECUTIVE OFFICERS AND DIRECTORS........................................   21
 DISTRIBUTION OF THE CONTRACTS...........................................   25
 SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS............................   25
 FEDERAL TAX CONSIDERATIONS..............................................   26
   General...............................................................   26
   Taxation of Hartford Life and the Separate Account....................   26
   Income Taxation of Contract Benefits..................................   26
   Modified Endowment Contracts..........................................   27
</TABLE>
    

                                       2
<PAGE>
<TABLE>
 <S>                                                                       <C>
   Diversification Requirements..........................................   27
 LEGAL PROCEEDINGS.......................................................   27
 LEGAL MATTERS...........................................................   28
 EXPERTS.................................................................   28
 REGISTRATION STATEMENT..................................................   28
 APPENDIX A..............................................................   29
</TABLE>

    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.

                                       3
<PAGE>
                                 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.

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

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

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.

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.

                                       4
<PAGE>
                                    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 nine 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 HVA Money Market Fund, Inc. After the expiration
of the Right to Cancel Period, the values in HVA Money Market Fund, Inc. 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 are  Hartford Advisers  Fund, Inc.,  Hartford  Capital
Appreciation  Fund, Inc., Hartford  Bond Fund, Inc.,  Hartford Index Fund, Inc.,
Hartford Dividend and Growth Fund,  Hartford International Advisers Fund,  Inc.,
Hartford  International Opportunities Fund,  Inc., HVA Money  Market Fund, Inc.,
Hartford Mortgage Securities Fund, Inc. and Hartford Stock Fund, Inc. Applicants
should read  the prospectuses  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  .
    

   
    Total fund operating expenses in 1994, including management fees, were .655%
for the  Hartford Advisers  Fund; .720%  for the  Hartford Capital  Appreciation
Fund;  .547% for  the Hartford  Bond Fund; .834%  for the  Hartford Dividend and
Growth Fund; .454% for the Hartford Index Fund; 1.0% for Hartford  International
Advisers  Fund; .851% for  the Hartford International  Opportunities Fund; .477%
for the Hartford Mortgage  Securities Fund; .501% for  the Hartford Stock  Fund;
and .474% for the HVA Money Market Fund.
    

    The  investment  adviser  for  all  the  Funds  is  The  Hartford Investment
Management Company, Inc., a wholly-owned  subsidiary of Hartford Life  Insurance
Company.   The   Hartford  Investment   Management   Company,  Inc.   retains  a
sub-investment adviser with  respect to  some of  the Funds.  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.

                                       5
<PAGE>
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 years.  Hartford  Life will  deduct  from the  Account  Value
attributable to the Separate Account a monthly administrative charge equal to an
annual  rate of 0.25%. 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   .

    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  .

                                       6
<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   .

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 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

                                       7
<PAGE>
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.

FUNDS

    The  assets  of  each  Sub-Account  of  the  Separate  Account  are invested
exclusively in one of  the Funds. A Contract  Owner may allocate premiums  among
the Funds. Contract Owners should review the following brief descriptions of the
investment  objectives of the Funds in connection with that allocation. There is
no assurance that any of the Funds will achieve its stated objectives.  Contract
Owners are also advised to read the prospectuses for the Funds accompanying this
prospectus for more detailed information.

HARTFORD ADVISERS FUND, INC.

    The  investment objective of the Hartford  Advisers Fund, Inc. is to achieve
maximum long term total rate of  return consistent with prudent investment  risk
by  investing in common stock and other  equity securities, bonds and other debt
securities, and money market instruments.  The investment adviser will vary  the
investments  of  the Fund  among  equity and  debt  securities and  money market
instruments depending upon its analysis of  market trends. Total rate of  return
consists  of current income, including dividends, interest and discount accruals
and capital appreciation.

   
HARTFORD CAPITAL APPRECIATION FUND, INC.
    

   
    The investment objective  of the  Hartford Capital  Appreciation Fund,  Inc.
(formerly  the "Hartford Aggressive Growth Fund,  Inc.") is to achieve growth of
capital by  investing in  securities selected  solely on  potential for  capital
appreciation; income, if any, is an incidental consideration.
    

HARTFORD BOND FUND, INC.

    The  investment  objective of  the Hartford  Bond Fund,  Inc. is  to achieve
maximum current  income consistent  with preservation  of capital  by  investing
primarily in bonds.

HARTFORD INDEX FUND, INC.

    The  investment objective  of the  Hartford Index  Fund, Inc.  is to provide
investment  results  which  approximate  the  price  and  yield  performance  of
publicly-traded common stocks in the aggregate, as represented by the Standard &
Poor's  500 Composite Stock Price  Index. The Fund is  neither sponsored by, nor
affiliated with, Standard & Poor's Corporation.

HARTFORD DIVIDEND AND GROWTH FUND, INC.

    The investment objective  of the  Hartford Dividend  and Growth  Fund is  to
achieve  a high level  of current income  consistent with growth  of capital and
reasonable investment risk.

                                       8
<PAGE>
HARTFORD INTERNATIONAL ADVISERS FUND, INC.

    The investment objective of the  Hartford International Advisers Fund,  Inc.
is  to provide maximum long-term total return consistent with prudent investment
risk through  investing  in  a  portfolio  of  equity,  debt  and  money  market
securities.  Securities in which the Fund  invests primarily will be denominated
in non-U.S. currencies and will be traded in non-U.S. markets.

HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.

    The investment objective of  the Hartford International Opportunities  Fund,
Inc.  is to  achieve long-term total  return consistent  with prudent investment
risk through  investment  primarily  in  equity  securities  issued  by  foreign
companies.

HVA MONEY MARKET FUND, INC.

    The  investment objective of the  HVA Money Market Fund,  Inc. is to achieve
maximum current income consistent with liquidity and preservation of capital  by
investing in money market securities.

HARTFORD MORTGAGE SECURITIES FUND, INC.

    The  investment objective of the Hartford  Mortgage Securities Fund, Inc. is
to achieve  maximum  current income  consistent  with safety  of  principal  and
maintenance  of liquidity by investing primarily in mortgage-related securities,
including securities  issued by  the  Government National  Mortgage  Association
("GNMA").

HARTFORD STOCK FUND, INC.

    The  investment objective  of the  Hartford Stock  Fund, Inc.  is to achieve
long-term capital growth primarily through  capital appreciation, with income  a
secondary consideration, by investing in equity-type securities.

    All  of the Funds are organized as  corporations under the laws of the State
of Maryland  and are  registered as  diversified open-end  management  companies
under  the  Investment Company  Act  of 1940.  Each  Fund continually  issues an
unlimited number of  full and fractional  shares of beneficial  interest in  the
Fund.  Such  shares are  offered to  separate  accounts, including  the Separate
Account, established  by  Hartford  Life  or one  of  its  affiliated  companies
specifically  to fund the Contracts and  other contracts issued by Hartford Life
or its affiliates as permitted by the Investment Company Act of 1940.

    It is conceivable that in the future it may be disadvantageous for  variable
life  insurance  separate accounts  and  variable annuity  separate  accounts to
invest in the Funds simultaneously. Although neither Hartford Life nor the Funds
currently foresees any such disadvantages  either to variable life insurance  or
variable  annuity  contract owners,  the Funds'  Board  of Directors  intends to
monitor events in order to identify any material conflicts between variable life
and variable  annuity contract  owners and  to determine  what action,  if  any,
should  be taken in response thereto. If the Board of Directors were to conclude
that separate funds should be established for variable life and variable annuity
separate accounts, Hartford Life will bear the attendant expenses.

    All investment income of and other distributions to each Sub-Account of  the
Separate  Account arising from  the applicable Fund are  reinvested in shares of
that Fund at net asset  value. The income and both  realized gains or losses  on
the  assets of each  Sub-Account of the Separate  Account are therefore separate
and are credited to or charged against the Sub-Account without regard to income,
gains or  losses  from any  other  Sub-Account or  from  any other  business  of
Hartford  Life. Hartford  Life will purchase  shares in the  Funds in connection
with premiums  allocated  to  the  applicable  Sub-Account  in  accordance  with
Contract  Owners directions and will redeem shares in the Funds to meet Contract
obligations or make adjustments in reserves,  if any. The Funds are required  to
redeem Fund shares at net asset value and to make payment within seven days.

    Hartford Life reserves the right, subject to compliance with the law as then
in  effect,  to make  additions  to, deletions  from,  or substitutions  for the
Separate Account and its Sub-Accounts which fund the Contracts. If shares of any
of the  Funds should  no  longer be  available for  investment,  or if,  in  the
judgment of Hartford Life's management, further investment in shares of any Fund
should  become inappropriate in view of  the purposes of the Contracts, Hartford
Life may substitute shares of another  Fund for shares already purchased, or  to
be  purchased in the future, under  the Contracts. No substitution of securities
will take place  without notice to  and consent of  Contract Owners and  without
prior   approval   of   the   Securities   and   Exchange   Commission   to  the

                                       9
<PAGE>
extent required by the Investment Company Act of 1940. Subject to Contract Owner
approval, Hartford Life also  reserves the right to  end the registration  under
the Investment Company Act of 1940 of the Separate Account or any other separate
accounts of which it is the depositor which may fund the Contracts.

    Each  Fund is  subject to investment  restrictions which may  not be changed
without the approval  of a majority  of the  shareholders of the  Fund. See  the
accompanying prospectuses for the Funds.

INVESTMENT ADVISER

    The  investment adviser for the Funds  is The Hartford Investment Management
Company, Inc. ("HIMCO" or the "Adviser"), a wholly-owned subsidiary of  Hartford
Life.  HIMCO was organized under the laws of the State of Connecticut in October
of 1981.  HIMCO also  serves as  investment adviser  to several  other  Hartford
Life-sponsored  funds which are also registered with the Securities and Exchange
Commission. Hartford  Life  is  ultimately  owned  by  Hartford  Fire  Insurance
Company,  one of  the largest  multiple lines  insurance carriers  in the United
States. Hartford Fire Insurance Company is a subsidiary of ITT Corporation.  The
Adviser is registered as an investment adviser under the Investment Advisers Act
of  1940. The Adviser  provides investment advice  and supervises the management
and investment program of Hartford Bond  Fund, Inc., Hartford Index Fund,  Inc.,
Hartford  Dividend and Growth Fund,  Hartford International Advisers Fund, Inc.,
Hartford International Opportunities  Fund, Inc., HVA  Money Market Fund,  Inc.,
and  Hartford Mortgage Securities Fund, Inc., pursuant to an Investment Advisory
Agreement entered into with each of these Funds for which HIMCO receives a  fee.
HIMCO  also supervises the investment programs  of Hartford Advisers Fund, Inc.,
Hartford Aggressive Growth Fund, Inc.,  and Hartford Stock Fund, Inc.,  pursuant
to  an  Investment  Management Agreement  for  which  HIMCO receives  a  fee. In
addition, with respect to these three funds, HIMCO has a Sub-Investment Advisory
Agreement with  Wellington  Management  Company  ("Wellington")  to  provide  an
investment  program to HIMCO  for utilization by HIMCO  in rendering services to
these funds.  Wellington  is a  professional  investment counseling  firm  which
provides  investment services  to investment  companies, other  institutions and
individuals. Wellington is organized as a private Massachusetts partnership  and
its  predecessor  organizations have  provided  investment advisory  services to
investment companies since 1933 and to investment counseling clients since 1960.
See the accompanying prospectuses for the Funds for a more complete  description
of the Adviser and Sub-Adviser and their respective fees.

                                  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

    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

                                       10
<PAGE>
to  change, Applicants between ages 45 and 80 who pay an initial premium of 100%
of the Guideline  Single Premium (subject  to then current  premium limits)  are
eligible  for simplified underwriting without a medical examination if they meet
simplified underwriting  standards  as  evidenced  in  their  responses  in  the
application. For 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 HVA Money Market Fund, Inc. After the expiration of the Right
To Cancel  Period the  Account Value  in HVA  Money Market  Fund, Inc.  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 HVA Money  Market Fund,  Inc.) 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 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

                                       11
<PAGE>
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:

   
    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 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.

                                       12
<PAGE>
    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 0.25%. 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 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

    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.

    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  .

                                       13
<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, for each Contract Year:

<TABLE>
<CAPTION>
          CONTRACT
            YEAR         RATE
          --------       -----
          <S>            <C>
              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%
</TABLE>

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

                          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:

<TABLE>
<CAPTION>
                                                                 A         B
                                                              --------  --------
    <S>                                                       <C>       <C>
    Face Amount:                                              $100,000  $100,000
    Insured's Age:                                                  40        40
    Account Value on Date of Death:                             46,500    34,000
    Specified Percentage:                                         250%      250%
</TABLE>

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

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

    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.

    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

                                       14
<PAGE>
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  1-800-843-5433. 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 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 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

                                       15
<PAGE>
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  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.")

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.

                                       16
<PAGE>
    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 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.

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

                                       17
<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.

    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.

                                       18
<PAGE>
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 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 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  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.

                                       19
<PAGE>
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.

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

    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.

                                       20
<PAGE>
                        EXECUTIVE OFFICERS AND DIRECTORS

<TABLE>
<CAPTION>
                                                                                OTHER BUSINESS PROFESSION,
                                                                                  VOCATION OR EMPLOYMENT
                                         POSITION WITH HLIC,                        FOR PAST 5 YEARS;
          NAME, AGE                        YEAR OF ELECTION                        OTHER DIRECTORSHIPS
 ----------------------------  ----------------------------------------  ----------------------------------------
 <S>                           <C>                                       <C>
 Louis J. Abdou, 51            Vice President, 1987                      Vice President (1987-Present), Hartford
                                                                           Insurance Company.
 Paul J. Boldischar, Jr., 52   Vice President, 1992                      Senior Vice 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).
 Wendell J. Bossen, 60         Vice President, 1992**                    President (1992-Present), International
                                                                           Corporate Marketing Group, Inc.;
                                                                           Executive Vice President (1984-1992),
                                                                           Mutual Benefit.
 Peter W. Cummins, 56          Vice President, 1989                      Vice President, Individual Annuity
                                                                           Operations (1989-Present), Hartford
                                                                           Life Insurance Company.
 Julianna B. Dalton, 38        Vice President, 1992                      Vice President (1992-Present), Assistant
                                                                           Vice President (1989-1992), Director
                                                                           of Research (1987-1989), Hartford Life
                                                                           Insurance Company.
 Ann M. deRaismes, 43          Vice President, 1994                      Vice President (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., 48      Medical Director, 1993                    Medical Director (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, 62           Chairman and Chief Executive Officer,     Chairman and Chief Executive Officer of
                                 1988                                      the Hartford Insurance Group
                                                                           (1988-Present).
 Bruce D. Gardner, 43          General Counsel, 1991 and Corporate       General Counsel Corporate Secretary
                                 Secretary                                 (1991-Present), Corporate Secretary
                                                                           (1988-Present), Associate General
                                                                           Counsel (1988-1991), Counsel
                                                                           (1986-1988), Hartford Life Insurance
                                                                           Company.
</TABLE>

                                       21
<PAGE>
<TABLE>
<CAPTION>
                                                                                OTHER BUSINESS PROFESSION,
                                                                                  VOCATION OR EMPLOYMENT
                                         POSITION WITH HLIC,                        FOR PAST 5 YEARS;
          NAME, AGE                        YEAR OF ELECTION                        OTHER DIRECTORSHIPS
 ----------------------------  ----------------------------------------  ----------------------------------------
 <S>                           <C>                                       <C>
 Joseph H. Gareau, 47          Executive Vice President and Chief        Executive Vice President and Chief
                                 Investment Officer, 1993                  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, 48        Vice President, 1988                      Vice President and Treasurer
                                                                           (1988-Present), Hartford Insurance
                                                                           Group.
 John P. Ginnetti, 47          Executive Vice President and Director     Executive Vice President (1994), Senior
                                 Asset Management Services, 1994           Vice President (1988-1994), General
                                                                           Counsel and Corporate Secretary of
                                                                           Hartford Life Insurance Company
                                                                           (1982-1988).
 Lois W. Grady, 49             Vice President, 1993                      Vice President (1993-Present), Assistant
                                                                           Vice President (1988-1993), Hartford
                                                                           Life Insurance Company.
 David A. Hall, 39             Senior Vice President and Actuary, 1992   Senior Vice President and Actuary of
                                                                           Hartford Life Insurance Company
                                                                           (1992-Present).
 William L. Harrison, 57       Vice President, 1981                      Vice President (1981-Present), Hartford
                                                                           Life Insurance Company; President
                                                                           (1992-Present), ITT Specialty Risk
                                                                           Services; Director (1988-Present),
                                                                           IVANS; Senior Vice President (1987),
                                                                           Hartford Insurance Group.
 Joseph Kanarek, 46            Vice President, 1991                      Vice President (1991-Present), Director
                                                                           (1992-Present), Hartford Life
                                                                           Insurance Company.
 Kevin L. Kirk, 42             Vice President, 1992                      Vice President (1992-Present), Assistant
                                                                           Vice President, Assistant Director
                                                                           (1985-1992), Asset Management
                                                                           Services, Hartford Life Insurance
                                                                           Company (1985-1992).
 Andrew W. Kohnke, 35          Vice President, 1992                      Vice President (1992-Present), Assistant
                                                                           Vice President (1989-1992). Investment
                                                                           Officer (1987-1989), Hartford Life
                                                                           Insurance Company.
 Larry K. Lance, 52            Executive Vice President, 1986            Executive Vice President (1986-Present),
                                                                           Hartford Life Insurance Company.
</TABLE>

                                       22
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                OTHER BUSINESS PROFESSION,
                                                                                  VOCATION OR EMPLOYMENT
                                         POSITION WITH HLIC,                        FOR PAST 5 YEARS;
          NAME, AGE                        YEAR OF ELECTION                        OTHER DIRECTORSHIPS
 ----------------------------  ----------------------------------------  ----------------------------------------
 <S>                           <C>                                       <C>
 Steven M. Maher, 39           Vice President and Actuary, 1993          Vice President and Actuary
                                                                           (1993-Present), Assistant Vice
                                                                           President (1987-1993), Hartford Life
                                                                           Insurance Company.
 William B. Malchodi, Jr., 43  Director of Taxes, 1992                   Director of Taxes (1992-Present),
                                                                           Hartford Insurance Company.
 Thomas M. Marra, 35           Senior Vice President and Actuary, 1994;  Senior Vice President (1994), Vice
                                 Director, ILAD                            President (1989-1994), Director of
                                                                           Individual Annuities (1991-Present),
                                                                           Assistant Vice President (1989),
                                                                           Actuary (1987-1989), Hartford Life
                                                                           Insurance Company.
 David J. McDonald, 57         Senior Vice President, 1986               Senior Vice President and Director,
                                                                           Asset Management Services
                                                                           (1986-Present), Vice President
                                                                           (1980-1986), Hartford Insurance
                                                                           Company.
 Kevin A. North, 41            Vice President, 1991                      Vice President, 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).
 Joseph J. Noto, 41            Vice President, 1989                      Vice President (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, Jr., 48     Senior Vice President, 1994               Senior Vice President (1994-Present),
                                                                           Vice President (1982-1994), Actuary
                                                                           (1976-1982), Hartford Life Insurance
                                                                           Company.
 Michael C.O'Halloran, 45      Senior Associate General Counsel, 1988    Senior Associate General Counsel and
                                                                           Director (1988-Present), Law
                                                                           Department, Hartford Fire Insurance
                                                                           Company.
 William H. Panning, 49        Vice President, 1992                      Vice President (1992-Present), Hartford
                                                                           Insurance Group.
 Jan L. Pollnow, 49            Vice President and Actuary, 1980          Vice President and Actuary
                                                                           (1980-Present), Hartford Life
                                                                           Insurance Company.
</TABLE>
    

                                       23
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                OTHER BUSINESS PROFESSION,
                                                                                  VOCATION OR EMPLOYMENT
                                         POSITION WITH HLIC,                        FOR PAST 5 YEARS;
          NAME, AGE                        YEAR OF ELECTION                        OTHER DIRECTORSHIPS
 ----------------------------  ----------------------------------------  ----------------------------------------
 <S>                           <C>                                       <C>
 Craig D. Raymond, 32          Vice President and Chief Actuary, 1994    Vice President and Chief Actuary (1994),
                                                                           Vice President and Actuary
                                                                           (1993-1994), Assistant Vice President
                                                                           and Actuary (1992-1993), Actuary
                                                                           (1989-1992), Hartford Life Insurance
                                                                           Company; Consultant,
                                                                           Tillinghast/Towers Ferrin (1988-1989).
 Lowndes A. Smith, 54          President and Chief Operating Officer,    President and Chief Operating Officer
                                 1989                                      (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, 37         Vice President, 1993                      Vice President (1993-Present), Chicago
                                                                           Regional Manager (1985-1993), Hartford
                                                                           Life Insurance Company.
 James E. Trimble, 37          Vice President and Actuary, 1990          Vice President (1990-Present), Assistant
                                                                           Vice President (1987-1990), Hartford
                                                                           Life Insurance Company.
 Donald E. Waggaman, Jr., 42   Treasurer, 1992                           Treasurer (1992-Present), Assistant Vice
                                                                           President and Associate Treasurer
                                                                           (1990-1991), Assistant Treasurer
                                                                           (1985-1990), Hartford Insurance Group.
 Raymond P. Welnicki, 45       Senior Vice President, 1994               Senior Vice President (1994), Vice
                                                                           President (1993-Present), Hartford
                                                                           Life Insurance Company; Board of
                                                                           Directors, Ethix Corp., formerly
                                                                           employed by Aetna Life & Casualty.
 James J. Westervelt, 46       Vice President and Group Controller,      Vice President and Group Controller
                                 1989                                      (1989-Present), Assistant Vice
                                                                           President and Assistant Controller
                                                                           (1983-1989), Hartford Insurance Group.
 Lizabeth H. Zlatkus, 35       Vice President, 1994                      Vice President (1994), Assistant Vice
                                                                           President (1992-1994), Hartford Life
                                                                           Insurance Company; formerly Director,
                                                                           Hartford Insurance Group.
</TABLE>
    

                                       24
<PAGE>
<TABLE>
<CAPTION>
                                                                                OTHER BUSINESS PROFESSION,
                                                                                  VOCATION OR EMPLOYMENT
                                         POSITION WITH HLIC,                        FOR PAST 5 YEARS;
          NAME, AGE                        YEAR OF ELECTION                        OTHER DIRECTORSHIPS
 ----------------------------  ----------------------------------------  ----------------------------------------
 <S>                           <C>                                       <C>
 Donald J. Znamierowski, 59    Vice President and Director of Strategic  Vice President and Director of Strategic
                                 Operations, 1994                          Operations (1994), Vice President and
                                                                           Comptroller (1986-1994), Assistant
                                                                           Vice President and Comptroller
                                                                           (1976-1986), Director (1976-1986),
                                                                           Hartford Life Insurance Company,
                                                                           Hartford Life & Accident Insurance
                                                                           Company, ITT Hartford Life & Annuity
                                                                           Insurance Company, and Ally Canada.
 ------------------------
 <FN>                                                                          * Denotes date of election to Board of Directors.
 **  ITT Hartford Affiliated Company.

</TABLE>

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

                                       25
<PAGE>
                           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 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.

INCOME 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 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
    

                                       26
<PAGE>
   
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 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.

                                       27
<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  audited  financial  statements  for  Hartford  Life  included  in  this
Prospectus and Registration Statement have been audited by Arthur Andersen  LLP,
independent  public accountants,  as indicated in  their report  hereon, 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.

                                       28
<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 0.60%  of the average  daily net  assets of the  Funds for investment
advisory and administrative  services fees. The  gross annual investment  return
rates  of 0%, 6% and 12% on the Fund's assets are equal to net annual investment
return rates  (net of  the 0.60%  average  daily charge)  of -0.60%,  5.40%  and
11.40%, 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  0.25%  of  Account  Value
attributable  to the  Separate Account;  (3) mortality  and expense  risk charge
equal to an annual rate of 0.90%  of Account Value attributable to the  Separate
Account;  and (4)  any Contingent Deferred  Sales Charge and  premium tax charge
which may be applicable in the first nine 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.

                                       29
<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% (11.40% 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          10,865         9,870        40,161      10,787         9,794        40,161
      2          11,025          11,807        10,821        40,161      11,642        10,660        40,161
      3          11,576          12,834        11,859        40,161      12,573        11,603        40,161
      4          12,155          13,952        13,143        40,161      13,587        12,784        40,161
      5          12,763          15,172        14,382        40,161      14,693        13,909        40,161

      6          13,401          16,501        15,936        40,161      15,899        15,340        40,161
      7          14,071          17,948        17,414        40,161      17,216        16,687        40,161
      8          14,775          19,526        19,229        40,161      18,655        18,361        40,161
      9          15,513          21,246        20,993        40,161      20,228        19,978        40,161
     10          16,289          23,120        23,120        40,161      21,952        21,952        40,161

     11          17,103          25,288        25,288        40,161      23,941        23,941        40,161
     12          17,959          27,663        27,663        40,388      26,140        26,140        40,161
     13          18,856          30,264        30,264        42,975      28,575        28,575        40,577
     14          19,799          33,116        33,116        45,701      31,264        31,264        43,145
     15          20,789          36,246        36,246        48,570      34,217        34,217        45,851

     16          21,829          39,682        39,682        51,587      37,459        37,459        48,697
     17          22,920          43,443        43,443        55,607      41,007        41,007        52,490
     18          24,066          47,559        47,559        59,924      44,891        44,891        56,563
     19          25,270          52,064        52,064        64,560      49,141        49,141        60,936
     20          26,533          57,030        57,030        69,577      53,796        53,796        65,631

     25          33,864          89,881        89,881       104,262      84,682        84,682        98,231
     35          55,160         223,447       223,447       236,855     210,220       210,220       222,834
 <FN>

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

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE 12%  OVER  A  PERIOD OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNT 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.

                                       30
<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% (5.40% 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          10,279         9,298        40,161      10,201         9,222        40,161
      2          11,025          10,568         9,606        40,161      10,399         9,441        40,161
      3          11,576          10,865         9,925        40,161      10,593         9,658        40,161
      4          12,155          11,171        10,403        40,161      10,782        10,021        40,161
      5          12,763          11,487        10,743        40,161      10,965        10,228        40,161

      6          13,401          11,812        11,294        40,161      11,140        10,628        40,161
      7          14,071          12,148        11,657        40,161      11,304        10,819        40,161
      8          14,775          12,494        12,232        40,161      11,454        11,197        40,161
      9          15,513          12,851        12,619        40,161      11,589        11,360        40,161
     10          16,289          13,219        13,219        40,161      11,703        11,703        40,161

     11          17,103          13,667        13,667        40,161      11,844        11,844        40,161
     12          17,959          14,131        14,131        40,161      11,963        11,963        40,161
     13          18,856          14,611        14,611        40,161      12,058        12,058        40,161
     14          19,799          15,109        15,109        40,161      12,125        12,125        40,161
     15          20,789          15,625        15,625        40,161      12,159        12,159        40,161

     16          21,829          16,160        16,160        40,161      12,156        12,156        40,161
     17          22,920          16,715        16,715        40,161      12,108        12,108        40,161
     18          24,066          17,289        17,289        40,161      12,005        12,005        40,161
     19          25,270          17,884        17,884        40,161      11,839        11,839        40,161
     20          26,533          18,501        18,501        40,161      11,598        11,598        40,161

     25          33,864          21,935        21,935        40,161       8,813         8,813        40,161
     35          55,160          30,942        30,942        40,161           0             0             0
 <FN>

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

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  6%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNT 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.

                                       31
<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% (-0.06% 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           9,694         8,726        40,161       9,616         8,649        40,161
      2          11,025           9,397         8,459        40,161       9,226         8,291        40,161
      3          11,576           9,108         8,199        40,161       8,829         7,925        40,161
      4          12,155           8,827         9,095        40,161       8,426         7,699        40,161
      5          12,763           8,554         7,847        40,161       8,013         7,312        40,161

      6          13,401           8,288         7,805        40,161       7,588         7,113        40,161
      7          14,071           8,030         7,569        40,161       7,150         6,696        40,161
      8          14,775           7,778         7,540        40,161       6,694         6,461        40,161
      9          15,513           7,534         7,315        40,161       6,218         6,002        40,161
     10          16,289           7,297         7,297        40,161       5,717         5,717        40,161

     11          17,103           7,101         7,101        40,161       5,211         5,211        40,161
     12          17,959           6,910         6,910        40,161       4,673         4,673        40,161
     13          18,856           6,723         6,723        40,161       4,100         4,100        40,161
     14          19,799           6,541         6,541        40,161       3,488         3,488        40,161
     15          20,789           6,363         6,363        40,161       2,833         2,833        40,161

     16          21,829           6,188         6,188        40,161       2,127         2,127        40,161
     17          22,920           6,018         6,018        40,161       1,361         1,361        40,161
     18          24,066           5,852         5,852        40,161         526           526        40,161
     19          25,270           5,689         5,689        40,161           0             0             0
     20          26,533           5,530         5,530        40,161           0             0             0

     25          33,864           4,789         4,789        40,161           0             0             0
     35          55,160           3,538         3,538        40,161           0             0             0
 <FN>

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

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  0%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNT 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.

                                       32
<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% (11.40% 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          10,865         9,870        33,334      10,758         9,766        33,334
      2            11,025          11,807        10,821        33,334      11,584        10,603        33,334
      3            11,576          12,834        11,859        33,334      12,488        11,519        33,334
      4            12,155          13,952        13,143        33,334      13,477        12,675        33,334
      5            12,763          15,172        14,382        33,334      14,562        13,780        33,334

      6            13,401          16,501        15,936        33,334      15,751        15,193        33,334
      7            14,071          17,948        17,414        33,334      17,055        16,527        33,334
      8            14,775          19,526        19,229        33,334      18,484        18,192        33,334
      9            15,513          21,246        20,993        33,334      20,053        19,803        33,334
     10            16,289          23,120        23,120        33,334      21,778        21,778        33,334

     11            17,103          25,291        25,291        33,334      23,778        23,778        33,334
     12            17,959          27,695        27,695        33,334      26,001        26,001        33,334
     13            18,856          30,365        30,365        35,831      28,481        28,481        33,608
     14            19,799          33,295        33,295        38,956      31,228        31,228        36,537
     15            20,789          36,509        36,509        42,351      34,240        34,240        39,719

     16            21,829          40,033        40,033        46,039      37,543        37,543        43,175
     17            22,920          43,908        43,908        49,616      41,175        41,175        46,528
     18            24,066          48,169        48,169        53,468      45,169        45,169        50,138
     19            25,270          52,861        52,861        57,619      49,566        49,566        54,028
     20            26,533          58,025        58,025        63,247      54,375        54,375        59,270

     25            33,864          92,388        92,388        97,932      86,577        86,577        91,773
     35            55,160         230,636       230,636       242,168     213,920       213,920       224,617
 <FN>

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

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE 12%  OVER  A  PERIOD OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNT 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.

                                       33
<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% (5.40% 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          10,279         9,298        33,334      10,172         9,193        33,334
      2           11,025          10,568         9,606        33,334      10,341         9,385        33,334
      3           11,576          10,865         9,925        33,334      10,508         9,574        33,334
      4           12,155          11,171        10,403        33,334      10,671         9,911        33,334
      5           12,763          11,487        10,743        33,334      10,831        10,095        33,334

      6           13,401          11,812        11,294        33,334      10,984        10,474        33,334
      7           14,071          12,148        11,657        33,334      11,127        10,644        33,334
      8           14,775          12,494        12,232        33,334      11,256        11,000        33,334
      9           15,513          12,851        12,619        33,334      11,366        11,138        33,334
     10           16,289          13,219        13,219        33,334      11,452        11,452        33,334

     11           17,103          13,667        13,667        33,334      11,559        11,559        33,334
     12           17,959          14,131        14,131        33,334      11,641        11,641        33,334
     13           18,856          14,611        14,611        33,334      11,696        11,696        33,334
     14           19,799          15,109        15,109        33,334      11,721        11,721        33,334
     15           20,789          15,625        15,625        33,334      11,711        11,711        33,334

     16           21,829          16,160        16,160        33,334      11,658        11,658        33,334
     17           22,920          16,715        16,715        33,334      11,547        11,547        33,334
     18           24,066          17,289        17,289        33,334      11,362        11,362        33,334
     19           25,270          17,884        17,884        33,334      11,084        11,084        33,334
     20           26,533          18,501        18,501        33,334      10,689        10,689        33,334

     25           33,864          21,935        21,935        33,334       6,012         6,012        33,334
     35           55,160          30,942        30,942        33,334           0             0             0
 <FN>

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

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  6%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNT 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.

                                       34
<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% (-0.60% 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           9,694         8,726        33,334       9,587         8,621        33,334
      2           11,025           9,397         8,459        33,334       9,168         8,235        33,334
      3           11,576           9,108         8,199        33,334       8,745         7,842        33,334
      4           12,155           8,827         8,095        33,334       8,315         7,591        33,334
      5           12,763           8,554         7,847        33,334       7,879         7,181        33,334

      6           13,401           8,288         7,805        33,334       7,433         6,959        33,334
      7           14,071           8,030         7,569        33,334       6,973         6,520        33,334
      8           14,775           7,778         7,540        33,334       6,492         6,260        33,334
      9           15,513           7,534         7,315        33,334       5,986         5,771        33,334
     10           16,289           7,297         7,297        33,334       5,449         5,449        33,334

     11           17,103           7,101         7,101        33,334       4,898         4,898        33,334
     12           17,959           6,910         6,910        33,334       4,307         4,307        33,334
     13           18,856           6,723         6,723        33,334       3,676         3,676        33,334
     14           19,799           6,541         6,541        33,334       3,000         3,000        33,334
     15           20,789           6,363         6,363        33,334       2,273         2,273        33,334

     16           21,829           6,188         6,188        33,334       1,482         1,482        33,334
     17           22,920           6,018         6,018        33,334         610           610        33,334
     18           24,066           5,852         5,852        33,334           0             0             0
     19           25,270           5,689         5,689        33,334           0             0             0
     20           26,533           5,530         5,530        33,334           0             0             0

     25           33,864           4,789         4,789        33,334           0             0             0
     35           55,160           3,538         3,538        33,334           0             0             0
 <FN>

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

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  0%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNT 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.

                                       35
<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% (11.40% 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          10,865         9,870        19,380      10,681         9,690        19,380
      2           11,025          11,807        10,821        19,380      11,245        10,446        19,380
      3           11,576          12,834        11,859        19,380      12,244        11,280        19,380
      4           12,155          13,952        13,143        19,380      13,150        12,353        19,380
      5           12,763          15,172        14,382        19,380      14,160        13,383        19,380

      6           13,401          16,501        15,936        19,380      15,292        14,740        19,380
      7           14,071          17,954        17,420        20,289      16,571        16,047        19,380
      8           14,775          19,552        19,254        21,703      18,024        17,734        20,007
      9           15,513          21,306        21,053        23,224      19,638        19,389        21,406
     10           16,289          23,209        23,209        25,298      21,389        21,389        23,315

     11           17,103          25,389        25,389        27,420      23,395        23,395        25,268
     12           17,959          27,782        27,782        29,728      25,599        25,599        27,391
     13           18,856          30,395        30,395        32,523      27,999        27,999        29,960
     14           19,799          33,264        33,264        35,261      30,640        30,640        32,479
     15           20,789          36,398        36,398        38,583      33,518        33,518        35,530

     16           21,829          39,845        39,845        41,838      36,690        36,690        38,525
     17           22,920          43,606        43,606        45,786      40,146        40,146        42,153
     18           24,066          47,724        47,724        50,111      43,908        43,908        46,103
     19           25,270          52,235        52,235        54,847      47,998        47,998        50,398
     20           26,533          57,208        57,208        60,069      52,440        52,440        55,062

     25           33,864          90,146        90,146        94,653      81,072        81,072        85,126
     35           55,160         223,848       223,848       226,086     195,316       195,316       197,269
 <FN>

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

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE 12%  OVER  A  PERIOD OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNT 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.

                                       36
<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% (5.40% 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          10,279         9,298        19,380      10,092         9,115        19,380
      2           11,025          10,568         9,606        19,380      10,166         9,213        19,380
      3           11,576          10,865         9,925        19,380      10,221         9,292        19,380
      4           12,155          11,171        10,403        19,380      10,251         9,497        19,380
      5           12,763          11,487        10,743        19,380      10,254         9,526        19,380

      6           13,401          11,812        11,294        19,380      10,223         9,721        19,380
      7           14,071          12,148        11,657        19,380      10,151         9,675        19,380
      8           14,775          12,494        12,232        19,380      10,028         9,778        19,380
      9           15,513          12,851        12,619        19,380       9,841         9,617        19,380
     10           16,289          13,219        13,219        19,380       9,578         9,578        19,380

     11           17,103          13,667        13,667        19,380       9,263         9,263        19,380
     12           17,959          14,131        14,131        19,380       8,842         8,842        19,380
     13           18,856          14,611        14,611        19,380       8,294         8,294        19,380
     14           19,799          15,109        15,109        19,380       7,590         7,590        19,380
     15           20,789          15,625        15,625        19,380       6,694         6,694        19,380

     16           21,829          16,160        16,160        19,380       5,552         5,552        19,380
     17           22,920          16,715        16,715        19,380       4,091         4,091        19,380
     18           24,066          17,289        17,289        19,380       2,210         2,210        19,380
     19           25,270          17,884        17,884        19,380           0             0             0
     20           26,533          18,501        18,501        19,426           0             0             0

     25           33,864          21,935        21,935        23,033           0             0             0
     35           55,160          30,944        30,944        31,254           0             0             0
 <FN>

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

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  6%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNT 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.

                                       37
<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% (-0.60% 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           9,694         8,726        19,380       9,504         8,540        19,380
      2          11,025           9,397         8,459        19,380       8,980         8,051        19,380
      3          11,576           9,108         8,199        19,380       8,424         7,527        19,380
      4          12,155           8,827         8,095        19,380       7,830         7,112        19,380
      5          12,763           8,554         7,847        19,380       7,190         6,500        19,380

      6          13,401           8,288         7,805        19,380       6,494         6,030        19,380
      7          14,071           8,030         7,569        19,380       5,731         5,288        19,380
      8          14,775           7,778         7,540        19,380       4,883         4,659        19,380
      9          15,513           7,534         7,315        19,380       3,931         3,721        19,380
     10          16,289           7,297         7,297        19,380       2,853         2,853        19,380

     11          17,103           7,101         7,101        19,380       1,634         1,634        19,380
     12          17,959           6,910         6,910        19,380         232           232        19,380
     13          18,856           6,723         6,723        19,380           0             0             0
     14          19,799           6,541         6,541        19,380           0             0             0
     15          20,789           6,363         6,363        19,380           0             0             0

     16          21,829           6,188         6,188        19,380           0             0             0
     17          22,920           6,018         6,018        19,380           0             0             0
     18          24,066           5,852         5,852        19,380           0             0             0
     19          25,270           5,689         5,689        19,380           0             0             0
     20          26,533           5,530         5,530        19,380           0             0             0

     25          33,864           4,789         4,789        19,380           0             0             0
     35          55,160           3,538         3,538        19,380           0             0             0
 <FN>

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

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  0%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNT 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.

                                       38
<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% (11.40% 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          10,933         9,937        44,053      10,933         9,937        44,053
      2           11,025          11,950        10,961        44,053      11,950        10,961        44,053
      3           11,576          13,058        12,080        44,053      13,058        12,080        44,053
      4           12,155          14,266        13,452        44,053      14,266        13,452        44,053
      5           12,763          15,583        14,788        44,053      15,583        14,788        44,053

      6           13,401          17,019        16,449        44,053      17,019        16,449        44,053
      7           14,071          18,584        18,044        44,053      18,584        18,044        44,053
      8           14,775          20,291        19,989        44,053      20,290        19,988        44,053
      9           15,513          22,156        21,901        44,053      22,150        21,894        44,053
     10           16,289          24,197        24,197        44,053      24,179        24,179        44,053

     11           17,103          26,560        26,560        44,053      26,501        26,501        44,053
     12           17,959          29,158        29,158        44,053      29,052        29,052        44,053
     13           18,856          32,014        32,014        44,053      31,860        31,860        44,053
     14           19,799          35,152        35,152        44,053      34,958        34,958        44,053
     15           20,789          38,606        38,606        44,783      38,386        38,386        44,528
     16           21,829          42,407        42,407        48,769      42,165        42,165        48,490
     17           22,920          46,583        46,583        52,640      46,317        46,317        52,339
     18           24,066          51,173        51,173        56,803      50,881        50,881        56,478
     19           25,270          56,253        56,253        61,317      55,932        55,932        60,966
     20           26,533          61,825        61,825        67,390      61,463        61,463        66,995

     25           33,864          99,143        99,143       105,092      98,250        98,250       104,146
     35           55,160         254,947       254,947       267,695     243,379       243,379       255,549
 <FN>

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

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT AVERAGE  12%  OVER  A PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNT 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.

                                       39
<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% (5.40% 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          10,344         9,361        44,053      10,344         9,361        44,053
      2           11,025          10,694         9,730        44,053      10,694         9,730        44,053
      3           11,576          11,051        10,108        44,053      11,051        10,108        44,053
      4           12,155          11,413        10,641        44,053      11,413        10,641        44,053
      5           12,763          11,778        11,031        44,053      11,778        11,031        44,053

      6           13,401          12,155        11,634        44,053      12,146        11,625        44,053
      7           14,071          12,546        12,052        44,053      12,515        12,021        44,053
      8           14,775          12,949        12,685        44,053      12,881        12,617        44,053
      9           15,513          13,367        13,134        44,053      13,242        13,009        44,053
     10           16,289          13,800        13,800        44,053      13,594        13,594        44,053

     11           17,103          14,318        14,318        44,053      13,988        13,988        44,053
     12           17,959          14,858        14,858        44,053      14,368        14,368        44,053
     13           18,856          15,419        15,419        44,053      14,730        14,730        44,053
     14           19,799          16,002        16,002        44,053      15,069        15,069        44,053
     15           20,789          16,609        16,609        44,053      15,378        15,378        44,053

     16           21,829          17,239        17,239        44,053      15,649        15,649        44,053
     17           22,920          17,895        17,895        44,053      15,869        15,869        44,053
     18           24,066          18,577        18,577        44,053      16,023        16,023        44,053
     19           25,270          19,287        19,287        44,053      16,091        16,091        44,053
     20           26,533          20,024        20,024        44,053      16,051        16,051        44,053

     25           33,864          24,177        24,177        44,053      13,215        13,215        44,053
     35           55,160          35,364        35,364        44,053           0             0             0
 <FN>

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

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  6% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNT 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.

                                       40
<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% (-0.60% 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           9,755         8,785        44,053       9,755         8,785        44,053
      2           11,025           9,509         8,569        44,053       9,509         8,569        44,053
      3           11,576           9,260         8,348        44,053       9,260         8,348        44,053
      4           12,155           9,008         8,273        44,053       9,008         8,273        44,053
      5           12,763           8,761         8,051        44,053       8,751         8,042        44,053

      6           13,401           8,519         8,034        44,053       8,486         8,002        44,053
      7           14,071           8,283         7,821        44,053       8,212         7,750        44,053
      8           14,775           8,053         7,813        44,053       7,924         7,685        44,053
      9           15,513           7,829         7,609        44,053       7,619         7,400        44,053
     10           16,289           7,610         7,610        44,053       7,291         7,291        44,053

     11           17,103           7,433         7,433        44,053       6,964         6,964        44,053
     12           17,959           7,260         7,260        44,053       6,602         6,602        44,053
     13           18,856           7,090         7,090        44,053       6,199         6,199        44,053
     14           19,799           6,924         6,924        44,053       5,749         5,749        44,053
     15           20,789           6,760         6,760        44,053       5,242         5,242        44,053

     16           21,829           6,600         6,600        44,053       4,667         4,667        44,053
     17           22,920           6,443         6,443        44,053       4,007         4,007        44,053
     18           24,066           6,289         6,289        44,053       3,239         3,239        44,053
     19           25,270           6,138         6,138        44,053       2,337         2,337        44,053
     20           26,533           5,990         5,990        44,053       1,268         1,268        44,053

     25           33,864           5,291         5,291        44,053           0             0             0
     35           55,160           4,082         4,082        44,053           0             0             0
 <FN>

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

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  0% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNT 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.

                                       41
<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% (11.40% 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          10,928         9,932        27,778      10,928         9,932        27,778
      2           11,025          11,930        10,942        27,778      11,930        10,942        27,778
      3           11,576          13,014        12,037        27,778      13,013        12,036        27,778
      4           12,155          14,199        13,386        27,778      14,184        13,372        27,778
      5           12,763          15,495        14,071        27,778      15,453        14,660        27,778

      6           13,401          16,912        16,343        27,778      16,829        16,261        27,778
      7           14,071          18,461        17,923        27,778      18,325        17,788        27,778
      8           14,775          20,165        19,855        27,778      19,957        19,658        27,778
      9           15,513          22,009        21,754        27,778      21,745        21,491        27,778
     10           16,289          24,035        24,035        27,778      23,714        23,714        27,778

     11           17,103          26,384        26,384        28,495      26,006        26,006        28,087
     12           17,959          28,964        28,964        30,992      28,549        28,549        30,548
     13           18,856          31,800        31,800        34,027      31,331        31,331        33,525
     14           19,799          34,917        34,917        37,013      34,386        34,386        36,450
     15           20,789          38,343        38,343        40,644      37,726        37,726        39,991

     16           21,829          42,108        42,108        44,214      41,397        41,397        43,468
     17           22,920          46,246        46,246        48,559      45,407        45,407        47,678
     18           24,066          50,794        50,794        53,334      49,783        49,783        52,273
     19           25,270          55,825        55,825        58,617      54,550        54,550        57,278
     20           26,533          61,355        61,355        64,423      59,771        59,771        62,760

     25           33,864          98,388        98,388       103,308      93,315        93,315        97,981
     35           55,160         253,006       253,006       255,537     225,844       225,844       228,102
 <FN>

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

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT AVERAGE  12%  OVER  A PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNT 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.

                                       42
<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% (5.40% 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          10,339         9,357        27,778      10,339         9,357        27,778
      2           11,025          10,675         9,712        27,778      10,675         9,712        27,778
      3           11,576          11,014        10,071        27,778      11,005        10,062        27,778
      4           12,155          11,365        10,594        27,778      11,325        10,556        27,778
      5           12,763          11,728        10,981        27,778      11,634        10,889        27,778

      6           13,401          12,103        11,582        27,778      11,926        11,407        27,778
      7           14,071          12,492        11,998        27,778      12,197        11,705        27,778
      8           14,775          12,894        12,629        27,778      12,437        12,175        27,778
      9           15,513          13,309        13,076        27,778      12,640        12,408        27,778
     10           16,289          13,740        13,740        27,778      12,793        12,793        27,778

     11           17,103          14,256        14,256        27,778      12,939        12,939        27,778
     12           17,959          14,793        14,793        27,778      13,016        13,016        27,778
     13           18,856          15,351        15,351        27,778      13,010        13,010        27,778
     14           19,799          15,932        15,932        27,778      12,906        12,906        27,778
     15           20,789          16,536        16,536        27,778      12,682        12,682        27,778

     16           21,829          17,164        17,164        27,778      12,308        12,308        27,778
     17           22,920          17,817        17,817        27,778      11,743        11,743        27,778
     18           24,066          18,496        18,496        27,778      10,931        10,931        27,778
     19           25,270          19,202        19,202        27,778       9,798         9,798        27,778
     20           26,533          19,936        19,936        27,778       8,247         8,247        27,778

     25           33,864          24,069        24,069        27,778           0             0             0
     35           55,160          35,205        35,205        35,558           0             0             0
 <FN>

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

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  6% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNT 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.

                                       43
<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% (-0.60% 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           9,750         8,781        27,778       9,750         8,781        27,778
      2           11,025           9,489         8,549        27,778       9,489         8,549        27,778
      3           11,576           9,230         8,318        27,778       9,213         8,302        27,778
      4           12,155           8,977         8,242        27,778       8,918         8,184        27,778
      5           12,763           8,730         8,021        27,778       8,599         7,892        27,778
      6           13,401           8,489         8,004        27,778       8,251         7,768        27,778
      7           14,071           8,254         7,792        27,778       7,865         7,406        27,778
      8           14,775           8,025         7,785        27,778       7,430         7,193        27,778
      9           15,513           7,801         7,582        27,778       6,933         6,716        27,778
     10           16,289           7,583         7,583        27,778       6,359         6,359        27,778

     11           17,103           7,407         7,407        27,778       5,712         5,712        27,778
     12           17,959           7,234         7,234        27,778       4,946         4,946        27,778
     13           18,856           7,065         7,065        27,778       4,038         4,038        27,778
     14           19,799           6,899         6,899        27,778       2,959         2,959        27,778
     15           20,789           6,736         6,736        27,778       1,672         1,672        27,778

     16           21,829           6,576         6,576        27,778         125           125        27,778
     17           22,920           6,419         6,419        27,778           0             0             0
     18           24,066           6,266         6,266        27,778           0             0             0
     19           25,270           6,115         6,115        27,778           0             0             0
     20           26,533           5,968         5,968        27,778           0             0             0

     25           33,864           5,271         5,271        27,778           0             0             0
     35           55,160           4,066         4,066        27,778           0             0             0
 <FN>

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

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  0% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNT 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.

                                       44

<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)

<TABLE>
<CAPTION>

                                                 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)

<TABLE>
<CAPTION>

                                                                                         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.

     (C)  REVENUE RECOGNITION:

          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>

     (C)  UNREALIZED GAINS (LOSSES) ON FIXED MATURITIES:

<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:

<TABLE>
<CAPTION>

                              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:

<TABLE>
<CAPTION>

                                                       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

<PAGE>
<TABLE>
<CAPTION>

                                                      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.

<TABLE>
<CAPTION>

                                        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:

<TABLE>
<CAPTION>

                                           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

<TABLE>
<CAPTION>

                                            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>
                          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 Bylaws 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
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 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

                                       45
<PAGE>
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 to  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 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  of  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 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.

                                       46
<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
                  previously filed with this Registration Statement.

              (2) Not applicable.

              (3) (a)  Principal Underwriting Agreement filed with
                       this Registration Statement; and

                  (b)  Forms of Selling Agreements; Filed with this
                       Registration Statement.

              (4) Not Applicable.

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

              (6) Organizational documents of Hartford Life
                  Insurance Company 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 filed with this
                  Registration Statement.

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

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

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

  (III)  Opinion and consent of Gregory M. Mateja, FSA, MAAA 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.

    

                                       47
<PAGE>
   
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
   SCHEDULE 1 - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN AFFILIATES
                                DECEMBER 31, 1994
                                  (IN MILLIONS)
    

   
<TABLE>
<CAPTION>
                                                                                                AMOUNT
                                                                                               SHOWN ON
                                                                                               BALANCE
                    TYPE OF INVESTMENT                                  COST      FAIR VALUE     SHEET
                    ------------------                                ----------  ----------  ----------
<S>                                                                   <C>         <C>         <C>
FIXED MATURITIES


Bonds

 U.S. Government and government agencies
 and authorities:

 - guaranteed and sponsored                                           $    1,516  $    1,429  $    1,429

 - guaranteed and sponsored - asset backed                                 4,256       3,763       3,763

 States, municipalities and political subdivisions                           148         137         137

 International governments                                                   189         176         176

 Public utilities                                                            531         500         500

 All other corporate                                                       3,717       3,458       3,458

 All other corporate - asset backed                                        2,442       2,350       2,350

 Short-term investments                                                    1,665       1,616       1,616
                                                                          ------      ------      ------

TOTAL FIXED MATURITIES                                                    14,464      13,429      13,429


EQUITY SECURITIES


Common Stocks - industrial, miscellaneous and all other                       76          68          68
                                                                          ------      ------      ------

TOTAL FIXED MATURITIES AND EQUITY SECURITIES                              14,540      13,497      13,497


Policy loans                                                               2,614       2,614       2,614

Mortgage loans                                                               316         316         316

Other investments                                                            103         109         107
                                                                          ------      ------      ------


TOTAL INVESTMENTS                                                     $   17,573  $   16,536  $   16,534
                                                                          ------      ------      ------
                                                                          ------      ------      ------
</TABLE>
    

   
Note:    Fair values for stocks and bonds approximate those quotations published
         by applicable stock exchanges or are received from other reliable
         sources.  The fair value for short - term investments approximates
         cost.

         Policy and mortgage loan carrying amounts approximate fair value.
    

                                       S-1
<PAGE>
   
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
               SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
                                  (IN MILLIONS)
    

   
<TABLE>
<CAPTION>
                                                                                          BENEFITS,       AMORTIZ-
                                                                                           CLAIMS         ATION OF
                                                                                          AND CLAIM       DEFERRED
               DEFERRED        FUTURE          OTHER         PREMIUMS         NET          ADJUST-         POLICY          OTHER
                POLICY         POLICY        POLICYHOL-     AND OTHER     INVESTMENT        MENT          ACQUISI-      INSURANCE
              ACQUISITION     BENEFITS       DER FUNDS     CONSIDERA-       INCOME         EXPENSES         TION         EXPENSES
 SEGMENT         COSTS              *                *        TIONS           (1)             (2)           COSTS           (3)
- -----------   -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
<S>          <C>            <C>            <C>           <C>            <C>             <C>            <C>            <C>
 Year ended
 December 31,
    1994
- --------------

I LAD        $      1,708   $        582   $      4,257   $        492  $         199   $        334   $        137   $         80
AMS                   101            845         10,160             39            750            695              8             48
SPECIALTY               0            463          6,911            569            350            376              0            518
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
             $      1,809   $      1,890   $     21,328   $      1,100   $      1,299   $      1,405   $        145   $        646
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------


 Year ended
 December 31,
    1993
- --------------




I LAD        $      1,237   $        428   $      3,535   $        423   $        172    $       249    $        97   $        120
AMS                    97            703          9,026             35            759            662             16             45
SPECIALTY               0            528          5,673            289            136            135              0            272
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
             $      1,334   $      1,659   $     18,234   $        747   $      1,067   $      1,046   $        113   $        437
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------


 Year ended
 December 31,
    1992
- -------------

I LAD        $        698   $      1,115   $      1,004   $        178   $        127   $        104   $         49   $         79
AMS                   101            583          8,256             27            743            657              6             51
SPECIALTY               0             46          5,822             54             42             36              0             55
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------

             $        799   $      1,744   $     15,082   $        259   $        912   $        797   $         55   $        185
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
<FN>
(*)  As Restated

(1)  Investment income is allocated to the segments based on each segment's
     share of investable funds or on a direct basis, where applicable, including
     realized capital gains and losses.

(2)  Benefits, claims and claim adjustment expenses includes the increase in
     liability for future policy benefits and death, disability and other
     contract benefit payments.

(3)  Other insurance expenses are allocated to the segments based on specific
     identification, where possible, and related activities, including dividends
     to policyholders.
</TABLE>
    
                                       S-2
<PAGE>
   
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                            SCHEDULE IV - REINSURANCE
                                  (IN MILLIONS)
    

   
<TABLE>
<CAPTION>

                                                                                                                   PERCENTAGE
                                                           CEDED TO             ASSUMED                            OF AMOUNT
                                        GROSS                OTHER            FROM OTHER              NET           ASSUMED
                                        AMOUNT             COMPANIES           COMPANIES            AMOUNT           TO NET
                                       ---------           ---------           ---------           ---------        ---------
<S>                                  <C>                 <C>                 <C>                 <C>               <C>
YEAR ENDED DECEMBER 31, 1994


LIFE INSURANCE IN FORCE              $   136,929         $    87,553         $    35,016         $    84,392            41.5%
                                       ---------           ---------           ---------           ---------

Premiums and other considerations
  ILAD                               $       448         $        71         $       106         $       483            22.0%
  AMS                                         39                   0                   0                  39             0.0%
  Specialty                                  521                 140                 188                 569            33.0%
  Accident and Health                        308                 304                   5                   9            55.6%
                                       ---------           ---------           ---------           ---------
TOTAL                                $     1,316                 515                 299               1,100            27.2%
                                       ---------           ---------           ---------           ---------
                                       ---------           ---------           ---------           ---------


YEAR ENDED DECEMBER 31, 1993

LIFE INSURANCE IN FORCE              $    93,099         $    71,415        $     27,067        $     48,751            55.5%
                                       ---------           ---------           ---------           ---------

Premiums and other considerations
  ILAD                               $       417         $        85        $         91        $        423            21.5%
  AMS                                         25                   0                   0                  25             0.0%
  Specialty                                  386                  97                   0                 289             0.0%
  Accident and Health                        307                 299                   2                  10            20.0%
                                       ---------           ---------           ---------           ---------
TOTAL                                $     1,135         $       481        $         93        $        747            12.4%
                                       ---------           ---------           ---------           ---------
                                       ---------           ---------           ---------           ---------

YEAR ENDED DECEMBER 31, 1992

LIFE INSURANCE IN FORCE              $    44,661         $    64,207         $    51,430         $    31,884           161.3%
                                                                               ---------           ---------

Premiums and other considerations
  ILAD                               $       208         $        71         $        27         $       164            16.5%
  AMS                                         27                   0                   0                  27             0.0%
  Specialty                                  153                  99                   0                  54             0.0%
  Accident and Health                        292                 281                   3                  14            21.4%
                                       ---------           ---------           ---------           ---------
TOTAL                                $       680         $       451         $        30         $       259            37.9%
                                       ---------           ---------           ---------           ---------
</TABLE>
    
                                       S-3


<PAGE>

                                                                EXHIBIT (I)A.(1)

                         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.

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".

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

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 to
     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>

                                                             EXHIBIT (I)A.(3)(a)

                         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:

                                       I.

                                 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 1994, as
     amended.

5.   HESCO's service 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.


                                       V.

                                  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 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' proper 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.


                                       -4-

<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>

                                                                EXHIBIT (I)A.(5)

                         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 INSURED'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

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
                                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.

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 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.

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.

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.


                                     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.  It 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 an
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 of 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 on 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
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 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
(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 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 sharers 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 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.

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 Cash Surrender Value.

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 Us.

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    $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     5.09     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           5.69     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      6.60     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     6.62     6.12           6.68     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      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

<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   $5.26
 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       29    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     4.89     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    3.75    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     3.18    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    4.84    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 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


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 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

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>

                            DEATH BENEFIT (Continued)

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.

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.

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.


                                     Page 8
<PAGE>

                         VALUATION PROVISION (Continued)

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 the 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.


                         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.


                                     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.

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.

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

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 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)

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 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

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 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.

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.


                                     Page 13
<PAGE>


                  PARTIAL SURRENDERS, ANNUAL WITHDRAWAL AMOUNT
                        AND SURRENDER CHARGES (Continued)

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%.

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 on each Monthly Activity Date.


                                     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


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.


                                  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.


                                     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 Insureds 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 Insureds 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 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 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 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.

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 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

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 Insureds 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 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)

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.

If any payee is a corporation, partnership, association, assignee, or fiduciary,
and 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 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.

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 Cash Surrender Value.


                                     Page 19
<PAGE>

                      INCOME SETTLEMENT OPTIONS (Continued)

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 Us.

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

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.


                                     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      5.09      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                5.69      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              6.60      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      6.62      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

<TABLE>
<CAPTION>
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

<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              12.56        13      8.64        18      6.94        23      6.02        28      5.45
9              11.42        14      8.20        19      6.71        24      5.88        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     $3.36               $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      4.43      4.30
60              5.15      5.03      4.87      4.64                4.61      4.56      4.49      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      5.18      4.88
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      6.45      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      3.58      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


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 23


<PAGE>

                                                                EXHIBIT (I)A.(6)

                            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

BENEFICIARY:       Test SPVL


                   LIST OF SUBACCOUNT 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
HARTFORD BOND/DEBT SECURITIES               HARTFORD BOND/DEBT SECURITIES
HARTFORD STOCK                              HARTFORD STOCK
HARTFORD MONEY MARKET                       HARTFORD MONEY MARKET
HARTFORD ADVISORS                           HARTFORD ADVISORS
HARTFORD AGGRESSIVE GROWTH                  HARTFORD AGGRESSIVE GROWTH
HARTFORD GNMA/MORTGAGE SECURITIES           HARTFORD GNMA/MORTGAGE SECURITIES
HARTFORD INDEX                              HARTFORD INDEX
HARTFORD INTERNATIONAL OPPORTUNITIES        HARTFORD INTERNATIONAL OPPORTUNITIES


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:                     .0025 (2)

MORTALITY AND EXPENSE RISK CHARGE 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>

                                                               EXHIBIT (I)A.(10)

                              [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 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 a 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 name/address.     h. Relationship to Proposed Insured(s)

- -----------------------------------------------------------------------------------------------------------------------------------
 4.  PLAN OF INSURANCE/PREMIUM
- -----------------------------------------------------------------------------------------------------------------------------------
 a. Plan of Insurance:                            b. Initial Premium  $                   c. Initial Face 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 of 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>
<C><S>
- -----------------------------------------------------------------------------------------------------------------------------------
     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 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 (I)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 or 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 assignees 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 reinstatement 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 its 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.

<TABLE>
<C>                                             <S>        <C>
             /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:                December 9, 1994
- ---------------------------------------------              ---------------------------------------
               Thomas M. Marra

          /s/ LEONARD E. ODELL, JR.             Dated:                December 2, 1994
- ---------------------------------------------              ---------------------------------------
            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:                December 8, 1994
- ---------------------------------------------              ---------------------------------------
            Donald J. Znamierowski
</TABLE>

                                       48
<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 and on the
dates indicated.

                                             HARTFORD LIFE INSURANCE COMPANY
                                            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.

<TABLE>
<S>                                             <C>
Donald R. Frahm, Chairman and Chief Executive
  Officer, Director*
Bruce D. Gardner, General Counsel
  Corporate Secretary, Director*
Joseph H. Gareau, Executive Vice President and
  Chief Investment Officer, Director*
John P. Ginnetti, Senior Vice President,
  Director*
Thomas M. Marra, Senior Vice President,              *By:           /s/ RODNEY J. VESSELS
  Director*                                        ----------------------------------------
                                                              Rodney J. Vessels
                                                               Attorney-In-Fact
Leonard E. Odell, Jr., Senior Vice President,
  Director*
Lowndes A. Smith, President, Chief Operating                Dated:           February 27, 1995
  Officer, Director*                                   ---------------------------------------
Raymond P. Welnicki, Senior Vice President,
  Director*
Lizabeth H. Zlatkus, Vice President Director*
Donald J. Znamierowski, Vice President
  Comptroller, Director*
</TABLE>

                                       49

<PAGE>

                                                           Exhibit (I)A.12(iii)


                               [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 ITT Hartford Life and Annuity 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




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