SEPARATE ACCOUNT FIVE OF HARTFORD LIFE INSURANCE CO
485BPOS, 1996-04-30
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<PAGE>

                                                              File No. 33-83656

                           SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

   
                            POST-EFFECTIVE AMENDMENT NO. 3
                                   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 complete address of agent for service:

   
   Scott K. Richardson, Esq.
   ITT Hartford Life Insurance Companies
   P.O. Box 2999
   Hartford, CT 06104-2999
    

   It is proposed that this filing will become effective:

   
   / / immediately upon filing pursuant to paragraph (b) of Rule 485
   /X/ on May 1, 1996 pursuant to paragraph (b) of Rule 485
   / / 60 days after filing pursuant to paragraph (a)(1) of Rule 485
   / / on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485
   / / this post-effective amendment designates a new effective date for a 
       previously filed post-effective amendment.
    

E. Title and amount of securities being registered:

   
   Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the 
   Registrant has registered an indefinite amount of securities. The Rule
   24f-2 Notice for the Registrant's most recent fiscal year was filed on or
   about February 29, 1996.
    

<PAGE>

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).






<PAGE>



                         RECONCILIATION AND TIE BETWEEN
                            FORM N-8B AND PROSPECTUS


Item No. of
Form N-8B-2                 CAPTION IN PROSPECTUS
- -----------                 ---------------------
1.                          Cover page

2.                          Cover page

3.                          Not applicable

4.                          The Company; Distribution of the Contracts

5.                          Summary - The Separate Account; The Separate 
                            Account-General

6.                          The Separate Account - General

7.                          Not required by Form S-6

8.                          Not required by Form S-6

9.                          Legal Proceedings

10.                         Summary; The Separate Account - Portfolios; 
                            The Contract-Application for a Contract; Contract 
                            Benefits and Rights; OtherMatters - Voting Rights, 
                            Dividends

11.                         Summary; The Separate Account - Portfolios

12.                         Summary; The Separate Account- Portfolios

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

14.                         The Contract - Application for a Contract

15.                         The Contract - Allocation of Premium

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

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



<PAGE>


Item No. of
Form N-8B-2                 CAPTION IN PROSPECTUS
- -----------                 ---------------------
18.                         The Separate Account - Portfolios; Deduction and 
                            Charges; Federal Tax Considerations

19.                         Other Matters - Statement to Contract Owners

20.                         Not applicable

21.                         Contract Benefits and Rights - Contract Loans

22.                         Not applicable

23.                         Safekeeping of Separate Account Assets

24.                         Other Matters - Assignment

25.                         The Company

26.                         Not applicable

27.                         The Company

28.                         The Company

29.                         The Company

30.                         Not applicable

31.                         Not applicable

32.                         Not applicable

33.                         Not applicable

34.                         Not applicable

35.                         Distribution of Contracts

36.                         Not required by Form S-6

37.                         Not applicable

38.                         Distribution of the Contracts


<PAGE>

Item No. of
Form N-8B-2                 CAPTION IN PROSPECTUS
- -----------                 ---------------------
39.                         The Company; Distribution of the Contracts

40.                         Not applicable

41.                         The Company; Distribution of the Contracts

42.                         Not applicable

43.                         Not applicable

44.                         The Contract - Allocation o f Premium

45.                         Not applicable

46.                         Contract Benefits and Rights - Account Value

47.                         The Separate Account - Portfolio

48.                         Cover Page; The Company

49.                         Not applicable

50.                         The Separate Account - General

51.                         Summary; The Company; The Contract; Contract 
                            Benefits and Rights; Other Matters - Beneficiary

52.                         The Separate Account - Portfolios, Investment
                            Adviser

53.                         Federal Tax Considerations

54.                         Not applicable

55.                         Not applicable

56.                         Not required by Form S-6

57.                         Not required by Form S-6

58.                         Not required by Form S-6

59.                         Not required by Form S-6



<PAGE>
 
   
     HARTFORD
     LIFE INSURANCE COMPANY
     PUTNAM CAPITAL MANAGER LIFE
     MODIFIED SINGLE PREMIUM
     VARIABLE LIFE INSURANCE CONTRACTS
     P.O. Box 2999
     Hartford, CT 06104-2999
     Telephone (800) 231-5453
 
    [LOGO]
 
   This  prospectus describes  Putnam Capital  Manager Life,  a modified single
 premium variable life insurance  contract ("Contract" or "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 24. A LOAN, DISTRIBUTION OR OTHER AMOUNT RECEIVED FROM A
 MODIFIED  ENDOWMENT CONTRACT DURING THE  LIFE OF THE INSURED  WILL BE TAXED TO
 THE EXTENT OF  ANY ACCUMULATED INCOME  IN THE CONTRACT.  ANY AMOUNTS THAT  ARE
 TAXABLE  WITHDRAWALS WILL  BE SUBJECT  TO A  10% ADDITIONAL  TAX, WITH CERTAIN
 EXCEPTIONS.
 
   Generally, the minimum initial premium Hartford Life will accept is $10,000.
 The initial premium will be allocated to the PCM Money Market Fund. After  the
 Right  to  Cancel  Period  has  expired,  the  amount  so  allocated  will  be
 transferred to the Funds  specified in the  Contract Owner's application.  The
 following underlying investment portfolios ("Funds") of Putnam Capital Manager
 Trust  are available  under the Contracts:  PCM Asia Pacific  Growth Fund, PCM
 Diversified Income Fund, PCM Global  Asset Allocation Fund, PCM Global  Growth
 Fund,  PCM Growth and Income Fund, PCM High Yield Fund, PCM Money Market Fund,
 PCM New Opportunities Fund,  PCM U.S. Government and  High Quality Bond  Fund,
 PCM Utilities Growth and Income Fund, and PCM Voyager Fund.
 
   
   There  is no  guaranteed minimum Account  Value for a  Contract. The Account
 Value of a Contract will vary up or down to reflect the investment  experience
 of  the Funds to which premiums have  been allocated. The Contract Owner bears
 the investment risk for  all amounts so allocated.  The Contract continues  in
 effect while the Cash Surrender Value is sufficient to pay the monthly charges
 under  the Contract  ("Deduction Amount"). The  Contract may  terminate if the
 Cash Surrender Value is  insufficient to cover a  Deduction Amount and,  after
 expiration of a specified period, no additional premium payments are made.
    
 
   The  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  PRODUCTS DESCRIBED HEREIN ARE NOT DEPOSITS OF, OR GUARANTEED BY ANY BANK,
 NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL  RESERVE
 BOARD  OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE
 POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
 ------------------------------------------------------------------------------
 
   
 The date of this Prospectus is May 1, 1996.
    
<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:  Currently, the portfolios  of Putnam Capital  Manager Trust described on
page 8 of this Prospectus.
 
GUIDELINE SINGLE PREMIUM: The "Guideline  Single Premium" as defined in  Section
7702 of the Code.
 
   
HOME  OFFICE: Currently located at  200 Hopmeadow Street, Simsbury, Connecticut;
however the mailing address is P.O. Box 2999, Hartford, Connecticut 06104-2999.
    
 
INDEBTEDNESS: All monies  owed to  Hartford Life  by the  Contract Owner.  These
monies include all outstanding loans on the Contract, including any interest due
or accrued Deduction Amount or Annual Maintenance Fee.
 
INSURED: The person on whose life the Contract is issued.
 
LOAN ACCOUNT: An account in Hartford Life's General Account, established for any
amounts  transferred from the Sub-Accounts for requested loans. The Loan Account
credits a fixed  rate of  interest of  4% per  annum that  is not  based on  the
investment experience of the Separate Account.
 
MONTHLY  ACTIVITY DATE: The day  of each month on  which the Deduction Amount is
deducted from the Account Value of the Contract. Monthly Activity Dates occur on
the same day of the month as the Contract Date.
 
SEPARATE ACCOUNT: Separate Account Five, an account established by Hartford Life
to separate the assets funding the Contracts from other assets of Hartford Life.
 
SUB-ACCOUNT: The  subdivisions  of  the  Separate Account  used  to  allocate  a
Contract Owner's Account Value, less Indebtedness, among the Funds.
 
TRUST: Putnam Capital Manager Trust.
 
VALUATION  DAY: Every day the  New York Stock Exchange  is open for trading. The
value of the Separate Account is determined  at the close of the New York  Stock
Exchange (currently 4:00 p.m. Eastern Time) on such days.
 
VALUATION  PERIOD:  The  period  between the  close  of  business  on successive
Valuation Days.
<PAGE>
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
 <S>                                                                       <C>
 SUMMARY.................................................................    4
 THE COMPANY.............................................................    6
 THE SEPARATE ACCOUNT....................................................    7
   General...............................................................    7
   Funds.................................................................    7
   Investment Adviser....................................................    8
 THE CONTRACT............................................................    9
   Application for a Contract............................................    9
   Premiums..............................................................    9
   Allocation of Premiums................................................    9
   Accumulation Unit Values..............................................   10
 DEDUCTIONS AND CHARGES..................................................   10
   Monthly Deductions....................................................   10
   Annual Maintenance Fee................................................   11
   Taxes Charged Against the Separate Account............................   12
   Charges Against the Funds.............................................   12
   Contingent Deferred Sales Charge......................................   12
   Premium Tax Charge....................................................   12
 CONTRACT BENEFITS AND RIGHTS............................................   12
   Death Benefit.........................................................   12
   Account Value.........................................................   13
   Transfer of Account Value.............................................   13
   Contract Loans........................................................   14
   Amount Payable on Surrender of the Contract...........................   14
   Partial Withdrawals...................................................   15
   Benefits at Maturity..................................................   15
   Lapse and Reinstatement...............................................   15
   Cancellation and Exchange Rights......................................   15
   Suspension of Valuation, Payments and Transfers.......................   16
 LAST SURVIVOR CONTRACTS.................................................   16
 OTHER MATTERS...........................................................   16
   Voting Rights.........................................................   16
   Statements to Contract Owners.........................................   17
   Limit on Right to Contest.............................................   17
   Misstatement as to Age and Sex........................................   17
   Payment Options.......................................................   17
   Beneficiary...........................................................   19
   Assignment............................................................   19
   Dividends.............................................................   19
 EXECUTIVE OFFICERS AND DIRECTORS........................................   20
 DISTRIBUTION OF THE CONTRACTS...........................................   22
 SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS............................   23
</TABLE>
    
 
                                       2
<PAGE>
   
<TABLE>
 <S>                                                                       <C>
 FEDERAL TAX CONSIDERATIONS..............................................   23
   General...............................................................   23
   Taxation of Hartford Life and the Separate Account....................   23
   Income Taxation of Contract Benefits..................................   23
   Last Survivor Contracts...............................................   24
   Modified Endowment Contracts..........................................   24
   Estate and Generation Skipping Taxes..................................   24
   Diversification Requirements..........................................   25
   Ownership of the Assets in the Separate Account.......................   25
   Life Insurance Purchased for Use in Split Dollar Arrangements.........   26
   Federal Income Tax Withholding........................................   26
   Non-Individual Ownership of Contracts.................................   26
   Other.................................................................   26
   Life Insurance Purchases by Nonresident Aliens and Foreign
    Companies............................................................   26
 LEGAL PROCEEDINGS.......................................................   26
 LEGAL MATTERS...........................................................   26
 EXPERTS.................................................................   26
 REGISTRATION STATEMENT..................................................   27
 APPENDIX A..............................................................   28
</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>
                                    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 17.
 
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  eleven  (11)  sub-accounts  ("Sub-Accounts"),  each  investing
exclusively  in a Fund. If  an initial premium is  submitted with an application
for a Contract, it will be allocated,  within three business days of receipt  at
Hartford  Life's Home Office, to the PCM Money Market Fund. After the expiration
of the Right  to Cancel  Period, the  values in PCM  Money Market  Fund will  be
allocated  to one  or more  of the  Funds as  specified in  the Contract Owner's
application. See "The Contract -- Allocation of Premiums," page 10.
    
 
    Currently, the Funds  of Putnam  Capital Manager Trust  available under  the
Contracts  are: PCM Asia  Pacific Growth Fund, PCM  Diversified Income Fund, PCM
Global Asset Allocation  Fund, PCM  Global Growth  Fund, PCM  Growth and  Income
Fund,  PCM High Yield Fund,  PCM Money Market Fund,  PCM New Opportunities Fund,
PCM U.S. Government and High Quality Bond Fund, PCM Utilities Growth and  Income
Fund,  and PCM Voyager Fund. Applicants should read the prospectus for the Funds
accompanying this prospectus in connection with the purchase of a Contract.  The
investment  objectives of the Funds are as  set forth in "The Separate Account,"
page 8.
 
   
    Total fund operating expenses in 1995, including management fees, were  .89%
for PCM Asia Pacific Growth Fund; .85% for PCM Diversified Income Fund; .84% for
PCM  Global Asset Allocation Fund; .75% for PCM Global Growth Fund; .57% for PCM
Growth and Income Fund; .79% for PCM High Yield Fund; .57% for PCM Money  Market
Fund; .84% for PCM New Opportunities Fund; .70% for PCM U.S. Government and High
Quality  Bond Fund; .78% for PCM Utilities  Growth and Income Fund; and .68% for
PCM Voyager Fund.
    
 
   
    The investment adviser for  all the Funds  is Putnam Investment  Management,
Inc. See "The Separate Account," page 8.
    
 
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 35  and 80 who pay an initial premium
of 100% of the Guideline Single Premium are eligible for simplified underwriting
without a medical examination if they meet simplified underwriting standards  as
evidenced  in their responses in the application. For Contract Owners who pay an
initial premium of 80% or 90% of  the Guideline Single Premium or who are  below
age  35 or above age 80,  standard underwriting applies, except that substandard
underwriting applies  only  in  those cases  that  represent  substandard  risks
according  to customary underwriting guidelines. Additional premiums are allowed
if they do  not cause  the 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.
    
 
                                       4
<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 0.40%. This charge  compensates Hartford Life for administrative
expenses incurred  in  the  administration  of  the  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 11 and "Contract
Benefits and Rights -- Lapse and Reinstatement," page 16.
 
    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
12.
 
    Hartford Life may set up a provision for income taxes against the assets  of
the  Separate Account. See "Deductions and  Charges -- Taxes Charged Against The
Separate Account," page 13 and "Federal Tax Considerations," page 24.
 
    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 13.
 
    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 Charge," page 13.
 
    For  a discussion of the tax consequences  of surrender of the Contract or a
partial withdrawal, see "Federal Tax Considerations," page 24.
 
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 13.
 
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 14.
 
                                       5
<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 difference of the Account Value less
any contingent deferred sales  charge and due and  unpaid Deduction Amount.  See
"Contract Benefits and Rights -- Contract Loans," page 15.
    
 
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 15 and
"Lapse and Reinstatement," page 16.
 
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 16.
 
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 24.
 
                                  THE COMPANY
 
   
    Hartford  Life   Insurance   Company  ("Hartford   Life")   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 individual
and group, in all states of the United States and the District of Columbia.  The
offices  of Hartford  Life are  located in  Simsbury, Connecticut;  however, its
mailing address is P.O. Box 2999, Hartford, CT 06104-2999.
    
 
   
    Hartford Life is ultimately 100%  owned by Hartford Fire Insurance  Company,
one  of the largest multiple  lines insurance carriers in  the United States. On
December 20,  1995,  Hartford  Fire Insurance  Company  became  an  independent,
publicly traded corporation.
    
 
   
    Hartford  Life is rated A+ (superior) by A.M. Best and Company, Inc., on the
basis of its  financial soundness  and operating performance.  Hartford Life  is
rated  AA+ by both  Standard & Poor's  and Duff and  Phelps 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 gerneral
corporate obligations of Hartford Life. These  ratings do not 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
 
                                       6
<PAGE>
with that Commissioner on or before March 1 in each year covering the operations
of Hartford Life for the preceding year and its financial condition on  December
31  of such year. Its  books and assets are subject  to review or examination by
the Commissioner or  his agents  at all  times, and  a full  examination of  its
operations  is conducted by the  National Association of Insurance Commissioners
("NAIC") at  least once  in every  four  years. In  addition, Hartford  Life  is
subject  to the insurance laws  and regulations of any  jurisdiction in which it
sells its insurance contracts. Hartford Life is also subject to various  Federal
and State securities laws and regulations.
 
                              THE SEPARATE ACCOUNT
 
GENERAL
 
    Separate Account Five ("Separate Account") is a separate account of Hartford
Life  established on August 17, 1994 pursuant to the insurance laws of the State
of Connecticut and  organized as  a unit  investment trust  registered with  the
Securities and Exchange Commission under the Investment Company Act of 1940. The
Separate  Account  meets  the  definition of  "separate  account"  under federal
securities law. Under Connecticut  law, the assets of  the Separate Account  are
held  exclusively for  the benefit  of Contract  Owners and  persons entitled to
payments under  the Contracts.  The  assets for  the  Separate Account  are  not
chargeable  with liabilities  arising out of  any other  business which Hartford
Life may conduct.
 
FUNDS
 
    The underlying investment  for the  Contracts are shares  of Putnam  Capital
Manager  Trust, an open-end  series investment company  with multiple portfolios
("Funds"). The assets of each Sub-Account  of the Separate Account are  invested
exclusively  in one  of the  Funds. The  underlying Funds  corresponding to each
Sub-Account and their investment objectives  are described below. Hartford  Life
reserves  the right,  subject to  compliance with  the law,  to offer additional
funds with differing investment  objectives. There is no  assurance that any  of
the Funds will achieve its stated objectives.
 
PCM ASIA PACIFIC GROWTH FUND
 
    Seeks capital appreciation by investing primarily in securities of companies
located in Asia and in the Pacific Basin.
 
PCM DIVERSIFIED INCOME FUND
 
   
    Seeks  high current income consistent with capital preservation by investing
in the following  three sections of  the fixed income  securities markets:  U.S.
Government  Sector,  High  Yield Sector  (which  invests primarily  in  what are
commonly referred to as "junk bonds"), and International Sector. See the Special
Considerations for investments in  high yield securities  described in the  Fund
prospectus.
    
 
PCM GLOBAL ASSET ALLOCATION FUND
 
   
    Seeks a high level of long-term total return consistent with preservation of
capital by investing in U.S. equities, international equities, U.S. fixed income
securities, and international fixed income securities.
    
 
PCM GLOBAL GROWTH FUND
 
    Seeks  capital  appreciation  through a  globally  diversified  common stock
portfolio.
 
PCM GROWTH AND INCOME FUND
 
    Seeks capital growth  and current  income by investing  primarily in  common
stocks that offer potential for capital growth, current income, or both.
 
                                       7
<PAGE>
PCM HIGH YIELD FUND
 
   
    Seeks   high  current  income  by   investing  primarily  in  high-yielding,
lower-rated fixed  income securities  (commonly referred  to as  "junk  bonds"),
constituting  a diversified  portfolio which Putnam  Investment Management, Inc.
("Putnam Management")  believes  does  not  involve  undue  risk  to  income  or
principal.  Capital growth  is a secondary  objective when  consistent with high
current income. See  the special  considerations for investments  in high  yield
securities described in the Fund prospectus.
    
 
PCM MONEY MARKET FUND
 
   
    Seeks  to achieve as  high a level  of current income  as is consistent with
preservation  of  capital   and  maintenance  of   liquidity  by  investing   in
high-quality money market instruments.
    
 
PCM NEW OPPORTUNITIES FUND
 
   
    Seeks  long-term  capital appreciation  by  investing principally  in common
stocks of companies in sectors of  the economy which Putnam Management  believes
possess above-average long-term growth potential.
    
 
PCM U.S. GOVERNMENT AND HIGH QUALITY BOND FUND
 
   
    Seeks  current income consistent  with preservation of  capital by investing
primarily in securities issued or guaranteed as to principal and interest by the
U.S. Government  or by  its  agencies or  instrumentalities  and in  other  debt
obligations  rated at least A by Standard &  Poor's or Moody's or, if not rated,
determined by Putnam Management to be of comparable quality.
    
 
PCM UTILITIES GROWTH AND INCOME FUND
 
    Seeks capital growth and current income by concentrating its investments  in
securities issued by companies in the public utilities industries.
 
PCM VOYAGER FUND
 
   
    Aggressively seeks capital appreciation primarily from a portfolio of common
stocks  which Putnam Management believes have potential for capital appreciation
which is significantly greater than that of market averages.
    
   
    PCM Asia Pacific Growth Fund, PCM Diversified Income Fund, PCM Global Growth
Fund, PCM Growth and Income  Fund, PCM High Yield  Fund, PCM Money Market  Fund,
PCM  New  Opportunities Fund,  PCM  Utilities Growth  and  Income Fund,  and PCM
Voyager  Fund  are  generally  managed  in  styles  similar  to  other  open-end
investment companies which are managed by Putnam Management and whose shares are
generally  offered to the public. These  other Putnam Funds may, however, employ
different investment practices and may invest in securities different from those
in which  their  counterpart  Funds  invest,  and  consequently  will  not  have
identical portfolios or experience identical investment results.
    
 
    The  Funds  are available  only to  serve as  the underlying  investment for
variable annuity and variable life contracts.  A full description of the  Funds,
their  investment  objectives,  policies and  restrictions,  risks,  charges and
expenses and other aspects of their  operation is contained in the  accompanying
Trust Prospectus which should be read in conjunction with this Prospectus before
investing,  and in  the Trust Statement  of Additional Information  which may be
ordered without charge from Putnam Investor Services, Inc.
 
   
    It is conceivable that in the future it may be disadvantageous for  variable
annuity  separate  accounts and  variable  life insurance  separate  accounts to
invest in the Funds simultaneously. Although Hartford Life and the Funds do  not
currently  foresee any  such disadvantages  either to  variable annuity contract
owners or  to  variable life  insurance  policy  owners, the  Trust's  Board  of
Trustees  intends to monitor events in  order to identify any material conflicts
between such Contract Owners and policy owners and to determine what action,  if
any,  should be taken in response thereto. If the Board of Trustees of the Funds
were to conclude that separate funds should be established for variable life and
variable annuity separate accounts, the variable annuity Contract holders  would
not bear any expenses attendant upon establishment of such separate funds.
    
 
INVESTMENT ADVISER
 
   
    Putnam  Management, One  Post Office  Square, Boston,  Massachusetts, 02109,
serves as  the  investment manager  for  the  Funds. An  affiliate,  The  Putnam
Advisory Company, Inc., manages domestic and foreign
    
 
                                       8
<PAGE>
   
institutional  accounts and  mutual funds.  Another affiliate,  Putnam Fiduciary
Trust Company, provides  investment advice  to institutional  clients under  its
banking  and  fiduciary  policies.  Putnam  Management  and  its  affiliates are
wholly-owned subsidiaries of Marsh & McLennan Companies, Inc., a publicly  owned
holding company whose principal businesses are international insurance brokerage
and employee benefit consulting.
    
 
    Subject  to  the general  oversight  of the  Trustees  of the  Trust, Putnam
Management manages  the  Funds'  portfolios  in  accordance  with  their  stated
investment  objectives and policies,  makes investment decisions  for the Funds,
places orders  to purchase  and sell  securities  on behalf  of the  Funds,  and
administers  the affairs of  the Funds. For  its services, the  Funds pay Putnam
Management a quarterly  fee. See the  accompanying Trust Prospectus  for a  more
complete description of Putnam Management and the respective fees of the Funds.
 
                                  THE CONTRACT
 
APPLICATION FOR A CONTRACT
 
   
    Individuals  wishing to  purchase a Contract  must submit  an application to
Hartford Life. A Contract will  be issued only on the  lives of insureds age  90
and  under who  supply evidence of  insurability satisfactory  to Hartford Life.
Acceptance is subject to  Hartford Life's underwriting  rules and Hartford  Life
reserves  the right to reject  an application for any  reason. IF AN APPLICATION
FOR A CONTRACT  IS REJECTED, THEN  YOUR INITIAL PREMIUM  WILL BE RETURNED  ALONG
WITH AN ADDITIONAL AMOUNT FOR INTEREST, BASED ON THE CURRENT RATE BEING CREDITED
BY  HARTFORD LIFE. 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
to change, Applicants between ages 35 and 80 who pay an initial premium of  100%
of  the Guideline  Single Premium (subject  to then current  premium limits) are
eligible for 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 35  or above  age 80,  standard
underwriting applies, except that substandard underwriting applies only in those
cases  that  represent  substandard risks  according  to  customary underwriting
guidelines. Additional premiums are allowed if they do not cause the Contract to
fail to meet the definition of a  life insurance contract under Section 7702  of
the  Code. Hartford Life may require evidence of insurability for any additional
premiums which  increase the  Coverage Amount.  Generally, the  minimum  initial
premium Hartford Life will accept is $10,000. Hartford Life may accept less than
$10,000  under certain circumstances. No premium will be accepted which does not
meet the tax qualification guidelines for life insurance under the Code.
    
 
ALLOCATION OF PREMIUMS
 
    Within three business  days of receipt  of a completed  application and  the
initial  premium at Hartford Life's Home Office, Hartford Life will allocate the
entire premium to the PCM Money Market  Fund. After the expiration of the  Right
To  Cancel  Period  the Account  Value  in the  PCM  Money Market  Fund  will be
allocated among the Funds in whole percentages to purchase Accumulation Units in
the applicable Sub-Accounts as the Contract
 
                                       9
<PAGE>
Owner directs in the application. Premiums  received on or after the  expiration
of  the  Right to  Cancel Period  will  be allocated  among the  Sub-Accounts to
purchase Accumulation Units  in such  Sub-Accounts as directed  by the  Contract
Owner   or,  in  the  absence  of  directions,  as  specified  in  the  original
application. The number of Accumulation Units in each Sub-Account to be credited
to a Contract (including  the initial allocation to  the PCM Money Market  Fund)
will  be determined  first by  multiplying the premium  by the  percentage to be
allocated to  each  Fund  to  determine  the  portion  to  be  invested  in  the
Sub-Account.  Each portion to be invested in each Sub-Account is then divided by
the 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
14.
 
    All valuations  in  connection  with  a  Contract,  e.g.,  with  respect  to
determining  Account  Value  and Cash  Surrender  Value and  in  connection with
Contract Loans, or calculation of Death Benefits, or with respect to determining
the number of Accumulation Units to be credited to a Contract with each premium,
other than the initial premium, will be made on the date the request or  payment
is received by Hartford Life at its Home Office if such date is a Valuation Day;
otherwise such determination will be made on the next succeeding date which is a
Valuation Day.
 
                             DEDUCTIONS AND CHARGES
 
MONTHLY DEDUCTIONS
 
    On  the Contract Date, and on each  Monthly Activity Date after the Contract
Date, Hartford Life will deduct an amount ("Deduction Amount") to cover  charges
and  expenses incurred  in connection  with a  Contract. Each  monthly Deduction
Amount will  be deducted  pro rata  from each  Sub-Account attributable  to  the
Contract  such that the proportion of Account Value of the Contract attributable
to each  Sub-Account  remains the  same  before  and after  the  deduction.  The
Deduction  Amount will vary from month to  month. If the Cash Surrender Value is
not sufficient to cover a Deduction Amount due on any Monthly Activity Date, the
Contract  may  lapse.   See  "Contract   Benefits  and  Rights   --  Lapse   and
Reinstatement,"  page 16. 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.
 
                                       10
<PAGE>
    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 13.)
 
    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 Securities and Exchange Commission rules.
    
 
    ADMINISTRATIVE CHARGE:  Hartford Life  will deduct monthly from the  Account
Value  attributable to the Separate Account an administrative charge equal to an
annual rate of 0.40%. This  charge compensates Hartford Life for  administrative
expenses  incurred  in  the  administration  of  the  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.
 
                                       11
<PAGE>
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 earnings and then  from
premiums  paid. If an amount  equal to all premiums  paid has been withdrawn, no
charge will be assessed on a withdrawal of the remaining Account Value.
    
 
    The contingent deferred sales  charge is imposed to  cover a portion of  the
sales  expense incurred  by Hartford  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 15.
 
PREMIUM TAX CHARGE
 
    During the first nine Contract Years, an additional premium tax charge  will
be  imposed  on surrender  or partial  withdrawals.  The additional  premium tax
charge is  shown below,  as a  percent  of Account  Value, at  the end  of  each
Contract Year:
 
   
<TABLE>
<CAPTION>
               CONTRACT
                 YEAR            RATE
               --------          -----
               <S>               <C>
                   1             2.25%
                   2             2.00%
                   3             1.75%
                   4             1.50%
                   5             1.25%
                   6             1.00%
                   7             0.75%
                   8             0.50%
                   9             0.25%
                  10   +         0.00%
</TABLE>
    
 
    After  the ninth  Contract Year,  no additional  premium tax  charge will be
imposed.
 
                          CONTRACT BENEFITS AND RIGHTS
 
DEATH BENEFIT
 
   
    While in force, the Contract provides 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
    
 
                                       12
<PAGE>
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 18.
 
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
Valuation  Day  by the  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
11.
 
TRANSFER OF ACCOUNT VALUE
 
   
    While the Contract remains in effect and subject to Hartford Life's transfer
rules then in effect,  the Contract Owner  may request that part  or all of  the
Account  Value of a particular Sub-Account be transferred to other Sub-Accounts.
Hartford Life reserves the right to restrict the number of such transfers to  no
more  than 12 per Contract Year with  no two transfers being made on consecutive
Valuation Days. However, there are no restrictions on the number of transfers at
the present time. Transfers may  be made by written  request or by calling  toll
free  1-800-231-5453. Transfers by telephone may be  made by the agent of record
or by the attorney-in-fact pursuant to a power of attorney. Telephone  transfers
may  not be permitted in some states. The policy of Hartford Life and its agents
and affiliates is that  they will not be  responsible for losses resulting  from
acting  upon telephone requests reasonably believed to be genuine. Hartford Life
will employ reasonable procedures to  confirm that instructions communicated  by
telephone are genuine; otherwise, Hartford Life may be liable for any losses due
to unauthorized or fraudulent instructions. The procedures Hartford Life follows
for  transactions  initiated  by  telephone  include  requirements  that callers
provide  certain   information  for   identification  purposes.   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  considers to  be  disadvantageous to  other Contract
Owners.
 
                                       13
<PAGE>
    As a result of a transfer, the number of Accumulation Units credited to  the
Sub-Account  from  which the  transfer is  made  will be  reduced by  the number
obtained by dividing the  amount transferred by the  Accumulation Unit Value  of
that  Sub-Account  on  the Valuation  Day  Hartford 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 Day 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,
they will  be allocated  among  the Sub-Account(s)  in  the same  percentage  as
premiums   are  allocated  (unless  the  Contract  Owner  requests  a  different
allocation) and an amount equal  to the payment will  be deducted from the  Loan
Account. Any outstanding loan at the end of a Grace Period must be repaid before
the  Contract will be reinstated. See "Contract Benefits and Rights -- Lapse and
Reinstatement," page 16.
 
    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 24.
 
    If the Contract Owner chooses to  apply the surrender proceeds to a  payment
option  (see  "Other  Matters  -- Payment  Options,"  page  18),  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
 
                                       14
<PAGE>
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 proportionate 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
24.
 
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 notify  the Contract Owner of  the deficiency in writing  and
will  provide a 61  day period ("Grace  Period") to pay  an amount sufficient to
cover the Deduction Amount(s) due. The notice will indicate the amount that must
be paid.
    
 
    The 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 13.
 
    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.
 
                                       15
<PAGE>
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 29.
 
        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 24."
 
                                 OTHER MATTERS
 
VOTING RIGHTS
 
   
    In accordance with its interpretation 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  15) 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.
 
                                       16
<PAGE>
    In addition, Hartford Life itself may disregard voting instructions in favor
of changes  initiated  by a  Contract  Owner in  the  investment policy  or  the
investment  adviser of the Funds if Hartford Life reasonably disapproves of such
changes. A change would be disapproved  only if the proposed change is  contrary
to  state law  or prohibited by  state regulatory authorities.  If Hartford Life
does disregard voting instructions, a summary of that action and the reasons for
such action will be included in the next periodic report to Contract Owners.
 
STATEMENTS TO CONTRACT OWNERS
 
    Hartford Life will maintain all records relating to the Separate Account and
the Sub-Accounts. At least once each  Contract Year, Hartford Life will send  to
Contract Owners a statement showing the Coverage Amount and the Account Value of
the  Contract  (indicating  the number  of  Accumulation Units  credited  to the
Contract in each Sub-Account and the corresponding Accumulation Unit Value), and
any outstanding loan secured by  the Contract as of  the date of the  statement.
The  statement  will also  show premium  paid, and  Deduction Amounts  under the
Contract since the  last statement, and  any other information  required by  any
applicable law or regulation.
 
LIMIT ON RIGHT TO CONTEST
 
    Hartford Life may not contest the validity of the Contract after it has been
in  effect during the Insured's  lifetime for two years  from the Issue Date. If
the Contract is  reinstated, the two-year  period is measured  from the date  of
reinstatement.  Any increase in the Coverage Amount  as a result of a premium is
contestable for 2  years from its  effective date. In  addition, if the  Insured
commits  suicide in the  two-year period, or  such period as  specified in state
law, the  benefit  payable  will  be  limited to  the  Account  Value  less  any
Indebtedness.
 
MISSTATEMENT AS TO AGE AND SEX
 
    If  the age or sex  of the Insured is  incorrectly stated, the Death Benefit
will be appropriately adjusted as specified in the Contract.
 
PAYMENT OPTIONS
 
    The surrender proceeds or Death Proceeds under the Contracts may be paid  in
a  lump sum  or may be  applied to one  of Hartford Life's  payment options. The
minimum amount  that may  be applied  under a  payment option  is $5,000  unless
Hartford  Life  consents  to a  lesser  amount. Under  Options  2, 3  and  4, no
surrender or partial  withdrawals are  permitted after  payments commence.  Full
surrender  or partial withdrawals may be made from  Options 1 or 6, but they are
subject to the  contingent deferred  sales charge,  if applicable.  Only a  full
surrender  is allowed  from Option  5. A  surrender from  Option 5  will also be
subject to the contingent deferred sales charge, if applicable.
 
    We will pay interest of at least 3 1/2% per year on the Death Proceeds  from
the  date of the Insured's death to the date payment is made or a payment option
is elected.  At such  times, the  proceeds  are not  subject to  the  investment
experience of the Separate Account.
 
    The  following options are available under  the Contracts (Hartford Life may
offer other payment options):
 
OPTION 1: INTEREST INCOME
 
    This option offers  payments of  interest, at the  rate we  declare, on  the
amount  applied under  this option.  The interest rate  will never  be less than
3 1/2% per year.
 
OPTION 2: LIFE ANNUITY
 
    A life annuity is an  annuity payable during the  lifetime of the payee  and
terminating  with the last payment preceding the death of the payee. This option
offers the largest payment amount of any of the life annuity options since there
is no guarantee  of a minimum  number of payments  nor a provision  for a  death
benefit payable to a beneficiary.
 
    It  would be  possible under  this option  for a  payee to  receive only one
annuity payment if he died prior to the due date of the second annuity  payment,
two if he died before the date of the third annuity payment, etc.
 
OPTION 3: LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN
 
    This annuity option is an annuity payable monthly during the lifetime of the
payee with the provision that payments will be made for a minimum of 120, 180 or
240  months, as elected. If, at the death  of the payee, payments have been made
for less than the minimum elected number of months, then the present value as of
 
                                       17
<PAGE>
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.
 
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 WHETHER THE ALLOCATION OF PROCEEDS AMONG SUB-ACCOUNTS OF THE
SEPARATE  ACCOUNT  FOR  YOUR  ANNUITY  PAYMENTS  ARE  BASED  ON  THE  INVESTMENT
ALTERNATIVE BEST SUITED TO YOUR RETIREMENT NEEDS.
    
 
    VARIABLE  ANNUITY:   The  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 current annuity unit value.
 
   
    LEVEL  VARIABLE ANNUITY  PAYMENTS WOULD BE  PRODUCED IF  THE INVESTMENT RATE
REMAINED CONSTANT AND EQUAL TO THE A.I.R. IN FACT, PAYMENTS WILL VARY UP OR DOWN
AS THE INVESTMENT RATE VARIES UP OR DOWN RELATIVE TO THE A.I.R.
    
 
    FIXED ANNUITY:   Fixed annuity  payments are determined  by multiplying  the
amount  applied to the annuity by a rate to be determined by Hartford 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.
 
                                       18
<PAGE>
    Hartford Life will make any other arrangements for income payments as may be
agreed on.
 
BENEFICIARY
 
    The applicant names the beneficiary in the application for the Contract. The
Contract  Owner may change the beneficiary (unless irrevocably named) during the
Insured's lifetime by  written request to  Hartford Life. If  no beneficiary  is
living  when the Insured dies,  the Death Proceeds will  be paid to the Contract
Owner if living; otherwise to the Contract Owner's estate.
 
ASSIGNMENT
 
    The Contract may be assigned as  collateral for a loan or other  obligation.
Hartford  Life is not  responsible for any  payment made or  action taken before
receipt of written notice  of such assignment. Proof  of interest must be  filed
with any claim under a collateral assignment.
 
DIVIDENDS
 
    No dividends will be paid under the Contracts.
 
                                       19
<PAGE>
                        EXECUTIVE OFFICERS AND DIRECTORS
 
   
<TABLE>
<CAPTION>
                                           POSITION WITH                     OTHER BUSINESS PROFESSION,
                                          HARTFORD LIFE,                     VOCATION OR EMPLOYMENT FOR
           NAME, AGE                     YEAR OF ELECTION                 PAST 5 YEARS; OTHER DIRECTORSHIPS
- -------------------------------  ---------------------------------  ---------------------------------------------
<S>                              <C>                                <C>
Louis J. Abdou, 53               Vice President, 1987               Vice President (1987-Present), Hartford Life.
Wendell J. Bossen, 62            Vice President, 1992**             President (1992-Present), International
                                                                     Corporate Marketing Group, Inc.; Executive
                                                                     Vice President (1984-1992), Mutual Benefit.
Gregory A. Boyko, 44             Vice President, 1995               Vice President and Controller (1995-Present),
                                                                     Hartford Life; Chief Financial Officer
                                                                     (1994-1995), IMG American Life; Senior Vice
                                                                     President (1992-1994), Connecticut Mutual
                                                                     Life Insurance Company.
Peter W. Cummins, 59             Vice President, 1989               Vice President, Individual Annuity Operations
                                                                     (1989-Present), Hartford Life.
Ann M. deRaismes, 45             Vice President, 1994               Vice President (1994-Present); Assistant Vice
                                                                     President (1992); Director of Human
                                                                     Resources (1991-Present), Hartford Life.
Timothy M. Fitch, 43             Vice President, 1995               Vice President (1995-Present); Assistant Vice
                                                                     President (1993); Director (1991), Hartford
                                                                     Life.
Donald R. Frahm, 64              Chairman and Chief Executive       Chairman and Chief Executive Officer of the
                                  Officer, 1988                      Hartford Insurance Group (1988-Present).
                                  Director, 1988*
Bruce D. Gardner, 45             Vice President, 1996               Vice President (1996-Present); General
                                                                     Counsel and Director, 1994* Corporate
                                                                     Secretary (1991-1996), Hartford Life.
Joseph H. Gareau, 49             Executive Vice President           Executive Vice President and Chief Investment
                                  and Chief Investment               Officer, (1993-Present), Hartford Life;
                                  Officer, 1993                      Senior Vice President and Chief Investment
                                  Director, 1993*                    Officer (1992), ITT Hartford's
                                                                     Property-Casualty Companies.
J. Richard Garrett, 51           Treasurer, 1994                    Treasurer (1994-Present); Vice President
                                  Vice President, 1993               (1993-Present) Hartford Life; Treasurer
                                                                     (1977), Hartford Insurance Group.
John P. Ginnetti, 50             Executive Vice President, 1994     Executive Vice President and Director Asset
                                                                     Management Services (1994-Present); Senior
                                                                     Vice President, (1988), Hartford Life.
Lynda Godkin, 42                 Assoc. General Counsel, Corporate  Associate General Counsel and Corporate
                                  Secretary, 1995                    Secretary (1995-Present); Assistant General
                                                                     Counsel and Secretary (1994); Counsel
                                                                     (1990), Hartford Life.
</TABLE>
    
 
                                       20
<PAGE>
   
<TABLE>
<CAPTION>
                                           POSITION WITH                     OTHER BUSINESS PROFESSION,
                                          HARTFORD LIFE,                     VOCATION OR EMPLOYMENT FOR
           NAME, AGE                     YEAR OF ELECTION                 PAST 5 YEARS; OTHER DIRECTORSHIPS
- -------------------------------  ---------------------------------  ---------------------------------------------
Lois W. Grady, 51                Vice President, 1993               Vice President (1993-Present); Assistant Vice
                                                                     President (1988), Hartford Life.
<S>                              <C>                                <C>
David A. Hall, 42                Senior Vice President and          Senior Vice President and Actuary
                                  Actuary, 1992                      (1992-Present), Hartford Life.
Joseph Kanarek, 48               Vice President, 1991               Vice President (1991-Present), Hartford Life.
Robert A. Kerzner, 44            Vice President, 1994               Vice President (1994-Present); Regional Vice
                                                                     President (1991); Life Sales Manager (1990),
                                                                     Hartford Life.
Kevin J. Kirk, 44                Vice President, 1992               Vice President (1992-Present); Assistant Vice
                                                                     President; Assistant Director, Asset
                                                                     Management Services (1985); Hartford Life.
Andrew W. Kohnke, 47             Vice President, 1992               Vice President (1992-Present); Assistant Vice
                                                                     President (1989), Hartford Life.
Steven M. Maher, 41              Vice President and Actuary, 1993   Vice President and Actuary (1993-Present);
                                                                     Assistant Vice President (1987), Hartford
                                                                     Life.
William B. Malchodi, Jr., 45     Vice President, 1994 Director or   Vice President (1994-Present); Director of
                                  Taxes, 1992                        Taxes (1992-Present); Assistant General
                                                                     Counsel and Assistant Director of Taxes
                                                                     (1986), Hartford Insurance Company.
Thomas M. Marra, 37              Executive Vice President, 1996     Executive Vice President and Director
                                  Director, 1994*                    Individual Life and Annuity Division
                                                                     (1996-Present); Senior Vice President and
                                                                     Director, Individual Life and Annuity
                                                                     Division (1993-1996); Director of Individual
                                                                     Annuities (1991), Hartford Life.
Robert F. Nolan, 41              Vice President, 1995               Vice President (1995-Present), Assistant Vice
                                                                     President Hartford Life; Manager Public
                                                                     Relations (1986), Aetna Life and Casualty
                                                                     Insurance Company.
Joseph J. Noto, 44               Vice President, 1989               Vice President (1989-Present), Hartford Life.
Leonard E. Odell, Jr., 51        Senior Vice President, 1994        Senior Vice President (1994-Present); Vice
                                  Director, 1994*                    President and Chief Actuary (1982), Hartford
                                                                     Life.
Michael C. O'Halloran, 49        Vice President, 1994 Associate     Vice President (1994-Present); Senior
                                  General Counsel, 1988              Associate General Counsel and Director
                                                                     (1988-Present), Law Department, Hartford
                                                                     Fire Insurance Company.
</TABLE>
    
 
                                       21
<PAGE>
   
<TABLE>
<CAPTION>
                                           POSITION WITH                     OTHER BUSINESS PROFESSION,
                                          HARTFORD LIFE,                     VOCATION OR EMPLOYMENT FOR
           NAME, AGE                     YEAR OF ELECTION                 PAST 5 YEARS; OTHER DIRECTORSHIPS
- -------------------------------  ---------------------------------  ---------------------------------------------
Craig D. Raymond, 35             Vice President, 1993 Chief         Vice President and Chief Actuary
                                  Actuary, 1994                      (1994-Present); Vice President (1993);
                                                                     Assistant Vice President (1992); Actuary
                                                                     (1989-1994), Hartford Life.
<S>                              <C>                                <C>
Lowndes A. Smith, 56             President and Chief Operating      President and Chief Operating Officer
                                  Officer, 1989 Director, 1981*      (1989-Present), Hartford Life; Senior Vice
                                                                     President and Group Controller (1987),
                                                                     Hartford Insurance Group.
Edward J. Sweeney, 39            Vice President, 1993               Vice President (1993-Present); Chicago
                                                                     Regional Manager (1985-1993), Hartford Life.
James E. Trimble, 39             Vice President and Actuary, 1990   Vice President (1990-Present); Assistant Vice
                                                                     President (1987-1990), Hartford Life.
Raymond P. Welnicki, 47          Senior Vice President, 1993        Senior Vice President (1994-Present); Vice
                                  Director, 1994*                    President (1993), Hartford Life; Board of
                                                                     Directors, Ethix Corp., formerly employed by
                                                                     Aetna Life & Casualty.
Walter C. Welsh, 49              Vice President, 1995               Vice President (1995-Present); Assistant Vice
                                                                     President (1993), Hartford Life.
James J. Westervelt, 49          Senior Vice President, Group       Senior Vice President and Group Controller
                                  Controller, 1994                   (1994-Present); Vice President and Group
                                                                     Controller (1989), Hartford Insurance Group.
Lizabeth H. Zlatkus, 37          Vice President, 1994 Director,     Vice President (1994-Present); Assistant Vice
                                  1994*                              President (1992); Hartford Life; formerly
                                                                     Director, Hartford Insurance Group.
</TABLE>
    
 
- ------------------------
 * Denotes date of election to Board of Directors.
** ITT Hartford Affiliated Company.
 
                         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  independent  registered  broker-dealers.  Any  sales  representative   or
employee  will have  been qualified  to sell  variable life  insurance contracts
under applicable Federal and state  laws. Each broker-dealer is registered  with
the Securities and Exchange Commission under the Securities Exchange Act of 1934
and all are members of the National Association of Securities Dealers, Inc.
    
 
   
    Hartford  Securities Distribution Company, Inc.  ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account. Both
HESCO and  HSD are  wholly-owned subsidiaries  of Hartford  Life. 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.
 
                                       22
<PAGE>
    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.
 
                           FEDERAL TAX CONSIDERATIONS
 
GENERAL
 
   
    SINCE  THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL 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
certain purchase situations  not discussed  herein. In addition,  no attempt  is
made  here to  consider any  applicable state  or other  tax laws.  For detailed
information, a qualified tax adviser should always be consulted. This discussion
of Federal tax considerations  is based upon Hartford  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 under Subchapter L of the Internal Revenue Code ("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 Rights -- Account Value," on page
14).  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 this expectation, 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 such 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  generally excluded  from the  gross income  of  the
beneficiary.  Also, a  life insurance Contract  Owner is generally  not taxed on
increments in
 
                                       23
<PAGE>
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  premium
levels to assure compliance with the Section 7702 requirements.
 
   
    During  the first fifteen  Contract Years, an  "income first" rule generally
applies to distributions  of cash required  to be made  under Code Section  7702
because of a reduction in benefits under the Contract.
    
 
   
    The  Maturity Date  Extension Rider  allows a  Contract Owner  to extend the
Maturity Date to the date  of the Insured's death. 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,  the 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  qualified 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.
    
 
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  issued
before June 21, 1988 will not cause the new Contract to be treated as a modified
endowment contract if no additional premiums are paid.
    
 
    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, distributions  or other  amounts
received  from a modified endowment contract during the life of the Insured will
be taxed to the extent of any accumulated income in the contract (generally, the
excess  of  account  value  over  premiums  paid).  Amounts  that  are   taxable
withdrawals will be subject to a 10% additional tax, with certain exceptions.
 
    All modified endowment contracts that are issued within any calendar year to
the same 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.
 
   
ESTATE AND GENERATION SKIPPING TAXES
    
 
   
    When the Insured dies,  the Death Proceeds will  generally be includible  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
the Contract Owner's estate  upon the Contract Owner's  death. Nothing would  be
includible  in the last surviving Insured's estate if he or she neither retained
incidents of ownership at  death nor had given  up ownership within three  years
before death.
    
 
   
    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).
    
 
                                       24
<PAGE>
   
    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  qualified  tax  adviser  for  specific
information if ownership is passing to younger generations.
    
 
   
DIVERSIFICATION REQUIREMENTS
    
 
   
    Section  817 of  the Code provides  that a variable  life insurance contract
(other than a  pension plan  policy) will  not be  treated as  a life  insurance
contract  for  any period  during  which the  investments  made by  the separate
account or underlying  fund are  not adequately diversified  in accordance  with
regulations  prescribed by the Treasury Department. If a 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  Department  has  issued  diversification  regulations  which
generally require, among other things, that no more than 55% of the value of the
total assets of the segregated asset  account underlying a variable contract  is
represented  by any one investment,  no more than 70%  is represented by any two
investments, no more than  80% is represented by  any three investments, and  no
more than 90% is represented by any four investments. In determining whether the
diversification  standards  are  met, all  securities  of the  same  issuer, all
interests in  the same  real property  project, and  all interests  in the  same
commodity  are each treated as a single  investment. In addition, in the case of
government securities,  each  government  agency  or  instrumentality  shall  be
treated as a separate issuer.
    
 
   
    A  separate account must be in compliance with the diversification standards
on the last day  of each calendar  quarter or within 30  days after the  quarter
ends.  If an insurance  company inadvertently fails  to meet the diversification
requirements, the company may  comply within a reasonable  period and avoid  the
taxation  of policy income on  an ongoing basis. However,  either the company or
the Contract Owner must agree to pay the tax due for the period during which the
diversification requirements were not met.
    
 
   
    Hartford Life monitors  the diversification of  investments in the  separate
accounts  and tests for  diversification as required by  the Code. Hartford Life
intends to administer all contracts subject to the diversification  requirements
in a manner that will maintain adequate diversification.
    
 
   
OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT
    
 
   
    In order for a variable life insurance contract to qualify for tax deferral,
assets in the segregated asset accounts supporting the variable contract must be
considered to be owned by the insurance company and not by the variable contract
owner.  The Internal  Revenue Service ("IRS")  has issued  several rulings which
discuss investor control. The IRS has  ruled that incidents of ownership by  the
contract  owner, such  as the  ability to  select and  control investments  in a
separate account, will cause the  contract owner to be  treated as the owner  of
the assets for tax purposes.
    
 
   
    Further,  in the  explanation to  the temporary  Section 817 diversification
regulations, the Treasury  Department noted that  the temporary regulations  "do
not  provide guidance concerning the circumstances  in which investor control of
the investments of  a segregated asset  account may cause  the investor,  rather
than  the insurance  company, to be  treated as the  owner of the  assets in the
account." The  explanation further  indicates  that "the  temporary  regulations
provide  that  in  appropriate  cases a  segregated  asset  account  may include
multiple sub-accounts, but do not specify the extent to which policyholders  may
direct their investments to particular sub-accounts without being treated as the
owners  of the  underlying assets.  Guidance on  this and  other issues  will be
provided in regulations or revenue rulings under section 817(d), relating to the
definition of variable contract." The final regulations issued under Section 817
did not provide guidance regarding investor control, and as of the date of  this
Prospectus,  no other such guidance has been issued. Further, Hartford Life does
not know if or in what form such guidance will be issued. In addition,  although
regulations  are generally issued  with prospective effect,  it is possible that
regulations may be issued with retroactive  effect. Due to the lack of  specific
guidance  regarding the  issue of  investor control,  there is  necessarily some
uncertainty regarding whether a Contract Owner could be considered the owner  of
the  assets for  tax purposes.  Hartford Life reserves  the right  to modify the
contracts, as necessary, to  prevent Contract Owners  from being considered  the
owners of the assets in the separate accounts.
    
 
                                       25
<PAGE>
   
LIFE INSURANCE PURCHASED FOR USE IN SPLIT DOLLAR ARRANGEMENTS
    
 
   
    On  January 26, 1996, the IRS released a technical advice memorandum ("TAM")
on the  taxability of  life  insurance policies  used  in certain  split  dollar
arrangements.  A TAM, issued by the National  Office of the IRS, provides advice
as to the internal revenue laws, regulations, and related statutes with  respect
to  a specific  set of facts  and a specific  taxpayer. In the  TAM, among other
things, the IRS concluded  that an employee was  subject to current taxation  on
the  excess of the  cash surrender value of  the policy over  the premiums to be
returned to the employer.  Purchasers of life insurance  policies to be used  in
split  dollar arrangements are strongly advised  to consult with a qualified tax
adviser to determine the tax treatment resulting from such an arrangement.
    
 
   
FEDERAL INCOME TAX WITHHOLDING
    
 
   
    If any  amounts are  deemed to  be current  taxable income  to the  Contract
Owner,  such  amounts will  be  subject to  federal  income tax  withholding and
reporting, pursuant to the Code.
    
 
   
NON-INDIVIDUAL OWNERSHIP OF CONTRACTS
    
 
   
    Legislation has recently been proposed which would limit certain of the  tax
advantages  now  afforded  non-individual owners  of  life  insurance contracts.
Prospective Contract  Owners which  are  not individuals  should consult  a  tax
adviser  to determine the status of  this proposed legislation and its potential
impact on the purchaser.
    
 
   
OTHER
    
 
   
    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. A tax  adviser should  be
consulted to determine the impact of these taxes.
    
 
   
LIFE INSURANCE PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
    
 
   
    The  discussion above  provides general  information regarding  U.S. federal
income tax consequences to life insurance  purchasers that are U.S. citizens  or
residents.  Purchasers that are not U.S. citizens or residents will generally be
subject to U.S. federal income tax and withholding on taxable distributions from
life insurance policies at a  30% rate, unless a  lower treaty rate applies.  In
addition,  purchasers may be  subject to state and/or  municipal taxes and taxes
that may be  imposed by  the purchaser's  country of  citizenship or  residence.
Prospective  purchasers  are advised  to consult  with  a qualified  tax advisor
regarding U.S. state,  and foreign  taxation with  respect to  a life  insurance
policy purchase.
    
 
                               LEGAL PROCEEDINGS
 
    There are no pending material legal proceedings affecting the Contracts, the
Separate Account or any of the Funds.
 
                                 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 Lynda Godkin,  Associate General Counsel of ITT Hartford
Life Insurance Companies.
    
 
                                    EXPERTS
 
   
    The financial  statements  and schedules  included  in this  Prospectus  and
elsewhere  in the  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
    
 
                                       26
<PAGE>
   
auditing in giving  said report. Reference  is made to  said report of  Hartford
Life  Insurance Company (the depositor), which includes an explanatory paragraph
with respect to the adoption of new accounting standards changing the methods of
accounting for debt  and equity  securities. The principal  business address  of
Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.
    
 
   
    The  hypothetical  Contract illustrations  included  in this  Prospectus and
Registration Statement have  been approved  by Michael  Winterfield, 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.
 
                                       27
<PAGE>
                                   APPENDIX A
                           ILLUSTRATIONS OF BENEFITS
 
    The  tables in Appendix A  illustrate the way in  which a Contract operates.
They show how the death benefit and surrender value could vary over an  extended
period  of time  assuming hypothetical gross  rates of return  equal to constant
after tax annual rates  of 0%, 6% and  12%. The tables are  based on an  initial
premium  of $10,000. A male age 45, a female  age 55 and a male age 65 with Face
Amounts of $40,161, $33,334 and  $19,380, respectively, are illustrated for  the
single  life Contract. The  illustrations for the  last survivor Contract assume
male and female  of equal  ages, including  age 55 and  65 for  Face Amounts  of
$44,053 and $27,778.
 
    The death benefit and surrender value for a Contract would be different from
those  shown if the  rates of return  averaged 0%, 6%  and 12% over  a period of
years, but also fluctuated above or below those averages for individual Contract
Years. They would also differ if any  Contract loan were made during the  period
of time illustrated.
 
    The tables reflect the deductions of current Contract charges and guaranteed
Contract  charges  for a  single  gross interest  rate.  The death  benefits and
surrender values would change if the current cost of insurance charges change.
 
    The amounts shown for the death benefit and surrender value as of the end of
each Contract Year take into account an average daily charge equal to an  annual
charge  of 0.75%  of the average  daily net  assets of the  Funds for investment
advisory and administrative  services fees. The  gross annual investment  return
rates  of 0%, 6% and 12% on the Fund's assets are equal to net annual investment
return rates  (net of  the 0.75%  average  daily charge)  of -0.75%,  5.25%  and
11.25%, respectively.
 
    In  addition, the death  benefit and surrender  value as of  the end of each
Contract Year take into account  the (1) tax expense  charge equal to an  annual
rate  of  0.40%  of  Account  Value  for  the  first  ten  Contract  Years;  (2)
administrative charge  equal  to  an  annual rate  of  0.40%  of  Account  Value
attributable  to the  Separate Account;  (3) mortality  and expense  risk charge
equal to an annual rate of 0.90%  of Account Value attributable to the  Separate
Account;  and (4)  any Contingent Deferred  Sales Charge and  premium tax charge
which may be applicable in the first 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 13).
 
    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.
 
                                       28
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 45 MALE
                          INITIAL FACE AMOUNT: $40,161
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)
 
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
                PREMIUMS      -------------------------------   -------------------------------
   END OF     ACCUMULATED                  CASH                              CASH
  CONTRACT   AT 5% INTEREST   ACCOUNT    SURRENDER    DEATH     ACCOUNT    SURRENDER    DEATH
    YEAR        PER YEAR       VALUE       VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  --------   --------------   --------   ---------   --------   --------   ---------   --------
  <S>        <C>              <C>        <C>         <C>        <C>        <C>         <C>
       1         10,500        10,834       9,840      40,161    10,756       9,764      40,161
       2         11,025        11,740      10,755      40,161    11,575      10,593      40,161
       3         11,576        12,724      11,751      40,161    12,463      11,495      40,161
       4         12,155        13,794      12,987      40,161    13,427      12,626      40,161
       5         12,763        14,956      14,169      40,161    14,474      13,693      40,161
 
       6         13,401        16,219      15,657      40,161    15,613      15,057      40,161
       7         14,071        17,592      17,060      40,161    16,851      16,324      40,161
       8         14,775        19,083      18,788      40,161    18,198      17,907      40,161
       9         15,513        20,704      20,452      40,161    19,666      19,417      40,161
      10         16,289        22,465      22,465      40,161    21,268      21,268      40,161
 
      11         17,103        24,501      24,501      40,161    23,113      23,113      40,161
      12         17,959        26,724      26,724      40,161    25,145      25,145      40,161
      13         18,856        29,153      29,153      41,398    27,386      27,386      40,161
      14         19,799        31,808      31,808      43,896    29,864      29,864      41,213
      15         20,789        34,714      34,714      46,517    32,590      32,590      43,670
 
      16         21,829        37,895      37,895      49,264    35,574      35,574      46,247
      17         22,920        41,367      41,367      52,951    38,832      38,832      49,705
      18         24,066        45,156      45,156      56,897    42,386      42,386      53,407
      19         25,270        49,292      49,292      61,122    46,266      46,266      57,371
      20         26,533        53,807      53,807      65,645    50,502      50,502      61,613
 
      25         33,864        83,601      83,601      96,978    78,372      78,372      90,912
      35         55,160       201,997     201,997     214,118   180,092     189,092     200,438
</TABLE>
 
 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT AVERAGE  12%  OVER  A PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO  THE CONTRACT AVERAGED 12%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       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 6% (5.25% NET)
 
<TABLE>
<CAPTION>
                                    CURRENT CHARGES*              GUARANTEED CHARGES**
                PREMIUMS      -----------------------------   -----------------------------
   END OF     ACCUMULATED                 CASH                            CASH
  CONTRACT   AT 5% INTEREST   ACCOUNT   SURRENDER    DEATH    ACCOUNT   SURRENDER    DEATH
    YEAR        PER YEAR       VALUE      VALUE     BENEFIT    VALUE      VALUE     BENEFIT
  --------   --------------   -------   ---------   -------   -------   ---------   -------
  <S>        <C>              <C>       <C>         <C>       <C>       <C>         <C>
       1         10,500       10,249       9,269    40,161    10,171       9,192    40,161
       2         11,025       10,506       9,546    40,161    10,337       9,380    40,161
       3         11,576       10,769       9,831    40,161    10,497       9,564    40,161
       4         12,155       11,040      10,275    40,161    10,651       9,891    40,161
       5         12,763       11,319      10,577    40,161    10,796      10,061    40,161
 
       6         13,401       11,605      11,089    40,161    10,930      10,421    40,161
       7         14,071       11,900      11,411    40,161    11,052      10,569    40,161
       8         14,775       12,202      11,941    40,161    11,158      10,902    40,161
       9         15,513       12,514      12,282    40,161    11,244      11,016    40,161
      10         16,289       12,833      12,833    40,161    11,309      11,309    40,161
 
      11         17,103       13,228      13,228    40,161    11,394      11,394    40,161
      12         17,959       13,636      13,636    40,161    11,455      11,455    40,161
      13         18,856       14,058      14,058    40,161    11,486      11,486    40,161
      14         19,799       14,494      14,494    40,161    11,486      11,486    40,161
      15         20,789       14,944      14,944    40,161    11,450      11,450    40,161
 
      16         21,829       15,409      15,409    40,161    11,370      11,370    40,161
      17         22,920       15,889      15,889    40,161    11,239      11,239    40,161
      18         24,066       16,385      16,385    40,161    11,048      11,048    40,161
      19         25,270       16,898      16,898    40,161    10,787      10,787    40,161
      20         26,533       17,428      17,428    40,161    10,442      10,442    40,161
 
      25         33,864       20,353      20,353    40,161     6,987       6,987    40,161
      35         55,160       27,852      27,852    40,161         0           0         0
</TABLE>
 
 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  6% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE  AND CASH  SURRENDER VALUE FOR  A CONTACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       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 0% (-0.75% NET)
 
<TABLE>
<CAPTION>
                                    CURRENT CHARGES*              GUARANTEED CHARGES**
                PREMIUMS      -----------------------------   -----------------------------
   END OF     ACCUMULATED                 CASH                            CASH
  CONTRACT   AT 5% INTEREST   ACCOUNT   SURRENDER    DEATH    ACCOUNT   SURRENDER    DEATH
    YEAR        PER YEAR       VALUE      VALUE     BENEFIT    VALUE      VALUE     BENEFIT
  --------   --------------   -------   ---------   -------   -------   ---------   -------
  <S>        <C>              <C>       <C>         <C>       <C>       <C>         <C>
       1         10,500        9,665      8,698     40,161     9,586      8,649     40,161
       2         11,025        9,340      8,404     40,161     9,169      8,291     40,161
       3         11,576        9,026      8,118     40,161     8,747      7,925     40,161
       4         12,155        8,721      7,990     40,161     8,319      7,699     40,161
       5         12,763        8,425      7,720     40,161     7,883      7,312     40,161
 
       6         13,401        8,138      7,657     40,161     7,438      7,113     40,161
       7         14,071        7,860      7,401     40,161     6,980      6,696     40,161
       8         14,775        7,591      7,353     40,161     6,506      6,461     40,161
       9         15,513        7,330      7,111     40,161     6,013      6,002     40,161
      10         16,289        7,076      7,076     40,161     5,498      5,717     40,161
 
      11         17,103        6,865      6,865     40,161     4,978      5,211     40,161
      12         17,959        6,659      6,659     40,161     4,427      4,673     40,161
      13         18,856        6,459      6,459     40,161     3,843      4,100     40,161
      14         19,799        6,264      6,264     40,161     3,221      3,488     40,161
      15         20,789        6,073      6,073     40,161     2,558      2,833     40,161
 
      16         21,829        5,888      5,888     40,161     1,845      2,127     40,161
      17         22,920        5,707      5,707     40,161     1,075      1,361     40,161
      18         24,066        5,531      5,531     40,161       237        526     40,161
      19         25,270        5,360      5,360     40,161         0          0          0
      20         26,533        5,193      5,193     40,161         0          0          0
 
      25         33,864        4,420      4,420     40,161         0          0          0
      35         55,160        3,145      3,145     40,161         0          0          0
</TABLE>
 
 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  0% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 0%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       31
<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% (11.25% NET)
 
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
                PREMIUMS      -------------------------------   -------------------------------
   END OF     ACCUMULATED                  CASH                              CASH
  CONTRACT   AT 5% INTEREST   ACCOUNT    SURRENDER    DEATH     ACCOUNT    SURRENDER    DEATH
    YEAR        PER YEAR       VALUE       VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  --------   --------------   --------   ---------   --------   --------   ---------   --------
  <S>        <C>              <C>        <C>         <C>        <C>        <C>         <C>
       1         10,500        10,834       9,840      33,334    10,727       9,736      33,334
       2         11,025        11,740      10,755      33,334    11,517      10,537      33,334
       3         11,576        12,724      11,751      33,334    12,378      11,411      33,334
       4         12,155        13,794      12,987      33,334    13,317      12,517      33,334
       5         12,763        14,956      14,169      33,334    14,343      13,564      33,334
 
       6         13,401        16,219      15,657      33,334    15,464      14,909      33,334
       7         14,071        17,592      17,060      33,334    16,688      16,163      33,334
       8         14,775        19,083      18,788      33,334    18,025      17,735      33,334
       9         15,513        20,704      20,452      33,334    19,487      19,238      33,334
      10         16,289        22,465      22,465      33,334    21,088      21,088      33,334
 
      11         17,103        24,501      24,501      33,334    22,940      22,940      33,334
      12         17,959        26,736      26,736      33,334    24,991      24,991      33,334
      13         18,856        29,218      29,218      34,478    27,270      27,270      33,334
      14         19,799        31,946      31,946      37,377    29,804      29,804      34,891
      15         20,789        34,928      34,928      40,517    32,585      32,585      37,799
 
      16         21,829        38,190      38,190      43,919    35,625      35,625      40,969
      17         22,920        41,765      41,765      47,195    38,958      38,958      44,023
      18         24,066        45,686      45,686      50,712    42,614      42,614      47,301
      19         25,270        49,992      49,992      54,492    46,627      46,627      50,824
      20         26,533        54,687      54,687      59,609    51,004      51,004      55,594
 
      25         33,864        85,841      85,841      90,992    80,060      80,060      84,864
      35         55,160       208,273     208,273     218,687   192,260     192,260     201,873
</TABLE>
 
 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT AVERAGE  12%  OVER  A PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO  THE CONTRACT AVERAGED 12%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       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 6% (5.25% NET)
 
<TABLE>
<CAPTION>
                                    CURRENT CHARGES*              GUARANTEED CHARGES**
                PREMIUMS      -----------------------------   -----------------------------
   END OF     ACCUMULATED                 CASH                            CASH
  CONTRACT   AT 5% INTEREST   ACCOUNT   SURRENDER    DEATH    ACCOUNT   SURRENDER    DEATH
    YEAR        PER YEAR       VALUE      VALUE     BENEFIT    VALUE      VALUE     BENEFIT
  --------   --------------   -------   ---------   -------   -------   ---------   -------
  <S>        <C>              <C>       <C>         <C>       <C>       <C>         <C>
       1         10,500       10,249       9,269    33,334    10,142       9,164    33,334
       2         11,025       10,506       9,546    33,334    10,279       9,324    33,334
       3         11,576       10,769       9,831    33,334    10,412       9,480    33,334
       4         12,155       11,040      10,275    33,334    10,539       9,781    33,334
       5         12,763       11,319      10,577    33,334    10,661       9,928    33,334
 
       6         13,401       11,605      11,089    33,334    10,774      10,266    33,334
       7         14,071       11,900      11,411    33,334    10,875      10,394    33,334
       8         14,775       12,202      11,941    33,334    10,959      10,704    33,334
       9         15,513       12,514      12,282    33,334    11,021      10,793    33,334
      10         16,289       12,833      12,833    33,334    11,055      11,055    33,334
 
      11         17,103       13,228      13,228    33,334    11,106      11,106    33,334
      12         17,959       13,636      13,636    33,334    11,127      11,127    33,334
      13         18,856       14,058      14,058    33,334    11,117      11,117    33,334
      14         19,799       14,494      14,494    33,334    11,073      11,073    33,334
      15         20,789       14,944      14,944    33,334    10,988      10,988    33,334
 
      16         21,829       15,409      15,409    33,334    10,854      10,854    33,334
      17         22,920       15,889      15,889    33,334    10,656      10,656    33,334
      18         24,066       16,385      16,385    33,334    10,375      10,375    33,334
      19         25,270       16,898      16,898    33,334     9,991       9,991    33,334
      20         26,533       17,428      17,428    33,334     9,479       9,479    33,334
 
      25         33,864       20,353      20,353    33,334     3,955       3,955    33,334
      35         55,160       27,852      27,852    33,334         0           0         0
</TABLE>
 
 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  6% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       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 0% (-0.75% NET)
 
<TABLE>
<CAPTION>
                                    CURRENT CHARGES*              GUARANTEED CHARGES**
                PREMIUMS      -----------------------------   -----------------------------
   END OF     ACCUMULATED                 CASH                            CASH
  CONTRACT   AT 5% INTEREST   ACCOUNT   SURRENDER    DEATH    ACCOUNT   SURRENDER    DEATH
    YEAR        PER YEAR       VALUE      VALUE     BENEFIT    VALUE      VALUE     BENEFIT
  --------   --------------   -------   ---------   -------   -------   ---------   -------
  <S>        <C>              <C>       <C>         <C>       <C>       <C>         <C>
       1         10,500        9,665      8,698     33,334     9,558      8,593     33,334
       2         11,025        9,340      8,404     33,334     9,112      8,179     33,334
       3         11,576        9,026      8,118     33,334     8,662      7,761     33,334
       4         12,155        8,721      7,990     33,334     8,209      7,486     33,334
       5         12,763        8,425      7,720     33,334     7,750      7,053     33,334
 
       6         13,401        8,138      7,657     33,334     7,283      6,810     33,334
       7         14,071        7,860      7,401     33,334     6,803      6,352     33,334
       8         14,775        7,591      7,353     33,334     6,305      6,073     33,334
       9         15,513        7,330      7,111     33,334     5,782      5,568     33,334
      10         16,289        7,076      7,076     33,334     5,230      5,230     33,334
 
      11         17,103        6,865      6,865     33,334     4,665      4,665     33,334
      12         17,959        6,659      6,659     33,334     4,061      4,061     33,334
      13         18,856        6,459      6,459     33,334     3,419      3,419     33,334
      14         19,799        6,264      6,264     33,334     2,733      2,733     33,334
      15         20,789        6,073      6,073     33,334     1,997      1,997     33,334
 
      16         21,829        5,888      5,888     33,334     1,200      1,200     33,334
      17         22,920        5,707      5,707     33,334       324        324     33,334
      18         24,066        5,531      5,531     33,334         0          0          0
      19         25,270        5,360      5,360     33,334         0          0          0
      20         26,533        5,193      5,193     33,334         0          0          0
 
      25         33,864        4,420      4,420     33,334         0          0          0
      35         55,160        3,145      3,145     33,334         0          0          0
</TABLE>
 
 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  0% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 0%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       34
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 65 MALE
                          INITIAL FACE AMOUNT: $19,380
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)
 
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
                PREMIUMS      -------------------------------   -------------------------------
   END OF     ACCUMULATED                  CASH                              CASH
  CONTRACT   AT 5% INTEREST   ACCOUNT    SURRENDER    DEATH     ACCOUNT    SURRENDER    DEATH
    YEAR        PER YEAR       VALUE       VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  --------   --------------   --------   ---------   --------   --------   ---------   --------
  <S>        <C>              <C>        <C>         <C>        <C>        <C>         <C>
       1         10,500        10,834       9,840      19,380    10,650       9,660      19,380
       2         11,025        11,740      10,755      19,380    11,357      10,380      19,380
       3         11,576        12,724      11,751      19,380    12,131      11,169      19,380
       4         12,155        13,794      12,987      19,380    12,984      12,190      19,380
       5         12,763        14,956      14,169      19,380    13,930      13,156      19,380
 
       6         13,401        16,219      15,657      19,380    14,986      14,436      19,380
       7         14,071        17,595      17,063      19,883    16,172      15,650      19,380
       8         14,775        19,106      18,810      21,208    17,516      17,228      19,443
       9         15,513        20,760      20,508      22,629    19,027      18,780      20,740
      10         16,289        22,549      22,549      24,578    20,664      20,664      22,524
 
      11         17,103        24,595      24,595      26,563    22,536      22,536      24,340
      12         17,959        26,837      26,837      28,716    24,587      24,587      26,309
      13         18,856        29,275      29,275      31,325    26,816      26,816      28,693
      14         19,799        31,947      31,947      33,864    29,260      29,260      31,016
      15         20,789        34,856      34,856      36,948    31,916      31,916      33,831
 
      16         21,829        38,046      38,046      39,949    34,834      34,834      36,576
      17         22,920        41,517      41,517      43,594    38,005      38,005      39,906
      18         24,066        45,308      45,308      47,574    41,447      41,447      43,520
      19         25,270        49,448      49,448      51,921    45,177      45,177      47,436
      20         26,533        53,969      53,969      56,667    49,215      49,215      51,677
 
      25         33,864        83,837      83,837      88,030    74,965      74,965      78,714
      35         55,160       202,335     202,335     204,358   175,528     175,528     177,284
</TABLE>
 
 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT AVERAGE  12%  OVER  A PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO  THE CONTRACT AVERAGED 12%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       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 6% (5.25% NET)
 
<TABLE>
<CAPTION>
                                    CURRENT CHARGES*              GUARANTEED CHARGES**
                PREMIUMS      -----------------------------   -----------------------------
   END OF     ACCUMULATED                 CASH                            CASH
  CONTRACT   AT 5% INTEREST   ACCOUNT   SURRENDER    DEATH    ACCOUNT   SURRENDER    DEATH
    YEAR        PER YEAR       VALUE      VALUE     BENEFIT    VALUE      VALUE     BENEFIT
  --------   --------------   -------   ---------   -------   -------   ---------   -------
  <S>        <C>              <C>       <C>         <C>       <C>       <C>         <C>
       1         10,500       10,249       9,269    19,380    10,062      9,086     19,380
       2         11,025       10,506       9,546    19,380    10,104      9,152     19,380
       3         11,576       10,769       9,831    19,380    10,123      9,196     19,380
       4         12,155       11,040      10,275    19,380    10,116      9,364     19,380
       5         12,763       11,319      10,577    19,380    10,077      9,351     19,380
 
       6         13,401       11,605      11,089    19,380    10,002      9,502     19,380
       7         14,071       11,900      11,411    19,380     9,880      9,406     19,380
       8         14,775       12,202      11,941    19,380     9,703      9,454     19,380
       9         15,513       12,514      12,282    19,380     9,455      9,232     19,380
      10         16,289       12,833      12,833    19,380     9,124      9,124     19,380
 
      11         17,103       13,228      13,228    19,380     8,730      8,730     19,380
      12         17,959       13,636      13,636    19,380     8,217      8,217     19,380
      13         18,856       14,058      14,058    19,380     7,564      7,564     19,380
      14         19,799       14,494      14,494    19,380     6,738      6,738     19,380
      15         20,789       14,944      14,944    19,380     5,699      5,699     19,380
 
      16         21,829       15,409      15,409    19,380     4,387      4,387     19,380
      17         22,920       15,889      15,889    19,380     2,723      2,723     19,380
      18         24,066       16,385      16,385    19,380       595        595     19,380
      19         25,270       16,898      16,898    19,380         0          0          0
      20         26,533       17,428      17,428    19,380         0          0          0
 
      25         33,864       20,353      20,353    21,371         0          0          0
      35         55,160       27,854      27,854    28,133         0          0          0
</TABLE>
 
 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  6% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       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 0% (-0.75% NET)
 
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*              GUARANTEED CHARGES**
                PREMIUMS      ------------------------------   -----------------------------
   END OF     ACCUMULATED                  CASH                            CASH
  CONTRACT   AT 5% INTEREST   ACCOUNT    SURRENDER    DEATH    ACCOUNT   SURRENDER    DEATH
    YEAR        PER YEAR       VALUE       VALUE     BENEFIT    VALUE      VALUE     BENEFIT
  --------   --------------   --------   ---------   -------   -------   ---------   -------
  <S>        <C>              <C>        <C>         <C>       <C>       <C>         <C>
       1         10,500         9,665      8,698     19,380     9,475      8,512     19,380
       2         11,025         9,340      8,404     19,380     8,923      7,994     19,380
       3         11,576         9,026      8,118     19,380     8,340      7,444     19,380
       4         12,155         8,721      7,990     19,380     7,720      7,004     19,380
       5         12,763         8,425      7,720     19,380     7,056      6,368     19,380
 
       6         13,401         8,138      7,657     19,380     6,338      5,875     19,380
       7         14,071         7,869      7,401     19,380     5,553      5,111     19,380
       8         14,775         7,591      7,353     19,380     4,684      4,461     19,380
       9         15,513         7,330      7,111     19,380     3,712      3,503     19,380
      10         16,289         7,076      7,076     19,380     2,616      2,616     19,380
 
      11         17,103         6,865      6,865     19,380     1,379      1,379     19,380
      12         17,959         6,659      6,659     19,380         0          0          0
      13         18,856         6,459      6,459     19,380         0          0          0
      14         19,799         6,264      6,264     19,380         0          0          0
      15         20,789         6,073      6,073     19,380         0          0          0
 
      16         21,829         5,888      5,888     19,380         0          0          0
      17         22,920         5,707      5,707     19,380         0          0          0
      18         24,066         5,531      5,531     19,380         0          0          0
      19         25,270         5,360      5,360     19,380         0          0          0
      20         26,533         5,193      5,193     19,380         0          0          0
 
      25         33,864         4,420      4,420     19,380         0          0          0
      35         55,160         3,145      3,145     19,380         0          0          0
</TABLE>
 
 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE TO THE CONTACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE  OR BELOW THAT  AVERAGE FOR INDIVIDUAL CONTRACT  YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH  SURRENDER VALUE FOR A  CONTRACT WOULD ALSO BE  DIFFERENT
FROM  THOSE SHOWN, DEPENDING ON THE  INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES  OF
INVESTMENT  RETURN APPLICABLE  TO THE CONTACT  AVERAGED 0%, BUT  VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE  THAT
THIS  HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                       37
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 55 MALE/55 FEMALE
                          INITIAL FACE AMOUNT: $44,053
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)
 
<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        10,902       9,906      44,053    10,902       9,906      44,053
       2         11,025        11,882      10,894      44,053    11,882      10,894      44,053
       3         11,576        12,946      11,970      44,053    12,946      11,970      44,053
       4         12,155        14,103      13,292      44,053    14,103      13,292      44,053
       5         12,763        15,360      14,568      44,053    15,360      14,568      44,053
 
       6         13,401        16,726      16,159      44,053    16,726      16,159      44,053
       7         14,071        18,210      17,674      44,053    18,210      17,674      44,053
       8         14,775        19,825      19,526      44,053    19,822      19,523      44,053
       9         15,513        21,585      21,331      44,053    21,574      21,320      44,053
      10         16,289        23,505      23,505      44,053    23,477      23,477      44,053
 
      11         17,103        25,727      25,727      44,053    25,652      25,652      44,053
      12         17,959        28,162      28,162      44,053    28,031      28,031      44,053
      13         18,856        30,830      30,830      44,053    30,640      30,640      44,053
      14         19,799        33,755      33,755      44,053    33,507      33,507      44,053
      15         20,789        36,960      36,960      44,053    36,667      36,667      44,053
 
      16         21,829        40,479      40,479      46,551    40,154      40,154      46,177
      17         22,920        44,337      44,337      50,102    43,981      43,981      49,699
      18         24,066        48,565      48,565      53,908    48,175      48,175      53,475
      19         25,270        53,202      53,202      57,991    52,774      52,774      57,524
      20         26,533        58,305      58,305      63,553    57,828      57,828      63,033
 
      25         33,864        92,176      92,176      97,707    91,132      91,132      96,600
      35         55,160       230,373     230,373     241,893   219,404     219,404     230,374
</TABLE>
 
 * THESE VALUES  REFLECT  INVESTMENT RESULTS  USING  CURRENT COST  OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE  VALUES REFLECT INVESTMENT  RESULTS USING GUARANTEED  COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE 12%  OVER  A  PERIOD OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN APPLICABLE TO  THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       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 6% (5.25% NET)
 
<TABLE>
<CAPTION>
                                    CURRENT CHARGES*              GUARANTEED CHARGES**
                PREMIUMS      -----------------------------   -----------------------------
   END OF     ACCUMULATED                 CASH                            CASH
  CONTRACT   AT 5% INTEREST   ACCOUNT   SURRENDER    DEATH    ACCOUNT   SURRENDER    DEATH
    YEAR        PER YEAR       VALUE      VALUE     BENEFIT    VALUE      VALUE     BENEFIT
  --------   --------------   -------   ---------   -------   -------   ---------   -------
  <S>        <C>              <C>       <C>         <C>       <C>       <C>         <C>
       1         10,500       10,314       9,332    44,053    10,314       9,332    44,053
       2         11,025       10,632       9,669    44,053    10,632       9,669    44,053
       3         11,576       10,954      10,012    44,053    10,954      10,012    44,053
       4         12,155       11,279      10,509    44,053    11,279      10,509    44,053
       5         12,763       11,605      10,860    44,053    11,605      10,860    44,053
 
       6         13,401       11,941      11,422    44,053    11,931      11,412    44,053
       7         14,071       12,288      11,796    44,053    12,255      11,763    44,053
       8         14,775       12,646      12,383    44,053    12,574      12,311    44,053
       9         15,513       13,015      12,782    44,053    12,885      12,652    44,053
      10         16,289       13,396      13,396    44,053    13,182      13,182    44,053
 
      11         17,103       13,858      13,858    44,053    13,517      13,517    44,053
      12         17,959       14,337      14,337    44,053    13,834      13,834    44,053
      13         18,856       14,834      14,834    44,053    14,127      14,127    44,053
      14         19,799       15,349      15,349    44,053    14,393      14,393    44,053
      15         20,789       15,883      15,883    44,053    14,624      14,624    44,053
 
      16         21,829       16,436      16,436    44,053    14,809      14,809    44,053
      17         22,920       17,010      17,010    44,053    14,938      14,938    44,053
      18         24,066       17,606      17,606    44,053    14,991      14,991    44,053
      19         25,270       18,223      18,223    44,053    14,949      14,949    44,053
      20         26,533       18,863      18,863    44,053    14,787      14,787    44,053
 
      25         33,864       22,433      22,433    44,053    11,078      11,078    44,053
      35         55,160       31,836      31,836    44,053         0           0         0
</TABLE>
 
 * THESE VALUES  REFLECT  INVESTMENT RESULTS  USING  CURRENT COST  OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE  VALUES REFLECT INVESTMENT  RESULTS USING GUARANTEED  COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  6%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH  SURRENDER VALUE FOR  A CONTACT  WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       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 0% (-0.75% NET)
 
<TABLE>
<CAPTION>
                                    CURRENT CHARGES*              GUARANTEED CHARGES**
                PREMIUMS      -----------------------------   -----------------------------
   END OF     ACCUMULATED                 CASH                            CASH
  CONTRACT   AT 5% INTEREST   ACCOUNT   SURRENDER    DEATH    ACCOUNT   SURRENDER    DEATH
    YEAR        PER YEAR       VALUE      VALUE     BENEFIT    VALUE      VALUE     BENEFIT
  --------   --------------   -------   ---------   -------   -------   ---------   -------
  <S>        <C>              <C>       <C>         <C>       <C>       <C>         <C>
       1         10,500        9,726      8,757     44,053     9,726      8,757     44,053
       2         11,025        9,452      8,512     44,053     9,451      8,512     44,053
       3         11,576        9,177      8,266     44,053     9,177      8,266     44,053
       4         12,155        8,899      8,166     44,053     8,899      8,166     44,053
       5         12,763        8,628      7,920     44,053     8,618      7,910     44,053
 
       6         13,401        8,365      7,881     44,053     8,331      7,848     44,053
       7         14,071        8,108      7,647     44,053     8,035      7,575     44,053
       8         14,775        7,859      7,619     44,053     7,727      7,489     44,053
       9         15,513        7,616      7,397     44,053     7,403      7,185     44,053
      10         16,289        7,380      7,380     44,053     7,058      7,058     44,053
 
      11         17,103        7,186      7,186     44,053     6,713      6,713     44,053
      12         17,959        6,996      6,996     44,053     6,334      6,334     44,053
      13         18,856        6,811      6,811     44,053     5,916      5,916     44,053
      14         19,799        6,630      6,630     44,053     5,451      5,451     44,053
      15         20,789        6,453      6,453     44,053     4,932      4,932     44,053
 
      16         21,829        6,280      6,280     44,053     4,345      4,345     44,053
      17         22,920        6,110      6,110     44,053     3,673      3,673     44,053
      18         24,066        5,945      5,945     44,053     2,896      2,896     44,053
      19         25,270        5,783      5,783     44,053     1,985      1,985     44,053
      20         26,533        5,625      5,625     44,053       910        910     44,053
 
      25         33,864        4,885      4,885     44,053         0          0          0
      35         55,160        3,633      3,633     44,053         0          0          0
</TABLE>
 
 * THESE VALUES  REFLECT  INVESTMENT RESULTS  USING  CURRENT COST  OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE  VALUES REFLECT INVESTMENT  RESULTS USING GUARANTEED  COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  0%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       40
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 65 MALE/65 FEMALE
                          INITIAL FACE AMOUNT: $27,778
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)
 
<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        10,897       9,902      27,778    10,897       9,902      27,778
       2         11,025        11,862      10,875      27,778    11,862      10,875      27,778
       3         11,576        12,903      11,927      27,778    12,902      11,926      27,778
       4         12,155        14,037      13,227      27,778    14,021      13,211      27,778
       5         12,763        15,274      14,483      27,778    15,229      14,439      27,778
 
       6         13,401        16,623      16,057      27,778    16,535      15,969      27,778
       7         14,071        18,094      17,558      27,778    17,948      17,413      27,778
       8         14,775        19,698      19,399      27,778    19,482      19,185      27,778
       9         15,513        21,447      21,193      27,778    21,155      20,902      27,778
      10         16,289        23,354      23,354      27,778    22,988      22,988      27,778
 
      11         17,103        25,561      25,561      27,778    25,115      25,115      27,778
      12         17,959        27,981      27,981      29,940    27,485      27,485      29,409
      13         18,856        30,632      30,632      32,776    30,076      30,076      32,182
      14         19,799        33,537      33,537      35,550    32,914      32,914      34,889
      15         20,789        36,721      36,721      38,925    36,007      36,007      38,168
 
      16         21,829        40,211      40,211      42,222    39,396      39,396      41,367
      17         22,920        44,035      44,035      46,238    43,088      43,088      45,243
      18         24,066        48,227      48,227      50,639    47,104      47,104      49,460
      19         25,270        52,820      52,820      55,462    51,466      51,466      54,040
      20         26,533        57,887      57,887      60,782    56,231      56,231      59,043
 
      25         33,864        91,514      91,514      96,090    86,546      86,546      90,874
      35         55,160       228,720     228,720     231,007   203,577     203,577     205,613
</TABLE>
 
 * THESE VALUES  REFLECT  INVESTMENT RESULTS  USING  CURRENT COST  OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE  VALUES REFLECT INVESTMENT  RESULTS USING GUARANTEED  COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE 12%  OVER  A  PERIOD OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTACT  AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       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 6% (5.25% NET)
 
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*              GUARANTEED CHARGES**
                PREMIUMS      ------------------------------   -----------------------------
   END OF     ACCUMULATED                  CASH                            CASH
  CONTRACT   AT 5% INTEREST   ACCOUNT    SURRENDER    DEATH    ACCOUNT   SURRENDER    DEATH
    YEAR        PER YEAR       VALUE       VALUE     BENEFIT    VALUE      VALUE     BENEFIT
  --------   --------------   --------   ---------   -------   -------   ---------   -------
  <S>        <C>              <C>        <C>         <C>       <C>       <C>         <C>
       1         10,500        10,309       9,327    27,778    10,309       9,327    27,778
       2         11,025        10,612       9,650    27,778    10,612       9,650    27,778
       3         11,576        10,917       9,976    27,778    10,907       9,967    27,778
       4         12,155        11,232      10,463    27,778    11,191      10,423    27,778
       5         12,763        11,556      10,812    27,778    11,460      10,717    27,778
 
       6         13,401        11,891      11,372    27,778    11,710      11,193    27,778
       7         14,071        12,236      11,744    27,778    11,935      11,445    27,778
       8         14,775        12,592      12,329    27,778    12,126      11,866    27,778
       9         15,513        12,960      12,727    27,778    12,275      12,045    27,778
      10         16,289        13,339      13,339    27,778    12,370      12,370    27,778
 
      11         17,103        13,799      13,799    27,778    12,451      12,451    27,778
      12         17,959        14,276      14,276    27,778    12,455      12,455    27,778
      13         18,856        14,770      14,770    27,778    12,368      12,368    27,778
      14         19,799        15,283      15,283    27,778    12,172      12,172    27,778
      15         20,789        15,815      15,815    27,778    11,843      11,843    27,778
 
      16         21,829        16,366      16,366    27,778    11,347      11,347    27,778
      17         22,920        16,937      16,937    27,778    10,641      10,641    27,778
      18         24,066        17,530      17,530    27,778     9,661       9,661    27,778
      19         25,270        18,144      18,144    27,778     8,326       8,326    27,778
      20         26,533        18,781      18,781    27,778     6,527       6,527    27,778
 
      25         33,864        22,335      22,335    27,778         0           0         0
      35         55,160        31,696      31,696    32,014         0           0         0
</TABLE>
 
 * THESE VALUES  REFLECT  INVESTMENT RESULTS  USING  CURRENT COST  OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE  VALUES REFLECT INVESTMENT  RESULTS USING GUARANTEED  COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  6%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       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 0% (-0.75% NET)
 
<TABLE>
<CAPTION>
                                    CURRENT CHARGES*              GUARANTEED CHARGES**
                PREMIUMS      -----------------------------   -----------------------------
   END OF     ACCUMULATED                 CASH                            CASH
  CONTRACT   AT 5% INTEREST   ACCOUNT   SURRENDER    DEATH    ACCOUNT   SURRENDER    DEATH
    YEAR        PER YEAR       VALUE      VALUE     BENEFIT    VALUE      VALUE     BENEFIT
  --------   --------------   -------   ---------   -------   -------   ---------   -------
  <S>        <C>              <C>       <C>         <C>       <C>       <C>         <C>
       1         10,500        9,721      8,752     27,778     9,721      8,752     27,778
       2         11,025        9,432      8,493     27,778     9,432      8,493     27,778
       3         11,576        9,147      8,236     27,778     9,129      8,220     27,778
       4         12,155        8,869      8,136     27,778     8,809      8,077     27,778
       5         12,763        8,599      7,891     27,778     8,466      7,760     27,778
 
       6         13,401        8,336      7,852     27,778     8,095      7,614     27,778
       7         14,071        8,080      7,619     27,778     7,687      7,230     27,778
       8         14,775        7,831      7,592     27,778     7,232      6,996     27,778
       9         15,513        7,589      7,370     27,778     6,716      6,499     27,778
      10         16,289        7,354      7,354     27,778     6,122      6,122     27,778
 
      11         17,103        7,161      7,161     27,778     5,457      5,457     27,778
      12         17,959        6,972      6,972     27,778     4,673      4,673     27,778
      13         18,856        6,787      6,787     27,778     3,747      3,747     27,778
      14         19,799        6,606      6,606     27,778     2,652      2,652     27,778
      15         20,789        6,430      6,430     27,778     1,349      1,349     27,778
 
      16         21,829        6,257      6,257     27,778         0          0          0
      17         22,920        6,088      6,088     27,778         0          0          0
      18         24,066        5,923      5,923     27,778         0          0          0
      19         25,270        5,762      5,762     27,778         0          0          0
      20         26,533        5,604      5,604     27,778         0          0          0
 
      25         33,864        4,866      4,866     27,778         0          0          0
      35         55,160        3,619      3,619     27,778         0          0          0
</TABLE>
 
 * THESE VALUES  REFLECT  INVESTMENT RESULTS  USING  CURRENT COST  OF  INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
** THESE  VALUES REFLECT INVESTMENT  RESULTS USING GUARANTEED  COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  0%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       43
<PAGE>


Report of Independent Public Accountants

To Hartford Life Insurance Company Putnam Capital Manager Trust Separate Account
Five and to the Owners of Units of Interest therein:

We have audited the accompanying statement of assets & liabilities of Hartford
Life Insurance Company Putnam Capital Manager Trust Separate Account Five (the
Account) as of December 31, 1995, and the related statement of operations and
the statement of changes in net assets for the period from inception, January
10, 1995, to December 31, 1995. These financial statements are the
responsibility of the Account's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hartford Life Insurance Company
Putnam Capital Manager Trust Separate Account Five as of December 31, 1995, and
the results of its operations and the changes in its net assets for the period
from inception, January 10, 1995, to December 31, 1995, in conformity with
generally accepted accounting principles.


Hartford, Connecticut

February 20, 1996
                                        ARTHUR ANDERSEN LLP
<PAGE>


1.   ORGANIZATION:
Putnam Capital Manager Trust Separate Account Five (the Account) is a 
separate investment account within Hartford Life Insurance Company (the 
Company) and is registered with the Securities and Exchange Commission (SEC) 
as a unit investment trust under the Investment Company Act of 1940, as 
amended.  Both the Company and the Account are subject to supervision and 
regulation by the Department of Insurance of the State of Connecticut and the 
SEC. The Account invests deposits by Variable life contractholders of the 
Company in various mutual funds (the Funds) as directed by the 
contractholders.

2.   SIGNIFICANT ACCOUNTING POLICIES:
The following is a summary of significant accounting policies of the Account,
which are in accordance with generally accepted accounting principles in the
investment company industry:

A) SECURITY TRANSACTIONS--Security transactions are recorded on the trade date
(date the order to buy or sell is executed). Cost of investments sold is
determined on the basis of identified cost. Dividend and capital gains income
are accrued as of the ex-dividend date. Capital gains income represents
dividends from the funds which are characterized as capital gains under tax
regulations.

B) SECURITY VALUATION--The investment in shares of the Funds is valued at the
closing net asset value per share as determined by the appropriate Fund as of
December 31, 1995.

C) FEDERAL INCOME TAXES The operations of the Account form a part of, and are
taxed with, the total operations of the Company, which is taxed as an insurance
company under the Internal Revenue Code. Under current law, no federal income
taxes are payable with respect to the operations of the Account.

D) USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principle requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities as of
the date of the financial statements and the reported amounts of income and
expenses during the period. Operating results in the future could vary from the
amounts derived from management's estimates.

3.   ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:
In accordance with the terms of the contracts, the Company makes deductions for
mortality and expense undertakings, cost of insurance, administrative fees, and
state premium taxes. These charges are deducted through termination of units of
interest from applicable contract owners' accounts.
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE
INSURANCE COMPANY

Notes to Financial Statements
December 31, 1995
<PAGE>


PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY

Statement of Assets & Liabilities



<TABLE>
<CAPTION>

December 31, 1995    Voyager      Global       Asia Pacific  Growth       Global Asset  High Yield   U.S. Government  New
                     Fund         Growth       Growth Fund   and Income   Allocation    Fund         and High         Opportunities
                     Sub-Account  Fund         Sub-Account   Fund         Fund          Sub-Account  Quality          Fund
                                  Sub-Account                Sub-Account  Sub-Account                Bond Fund        Sub-Account
                                                                                                     Sub-account
<S>                  <C>          <C>          <C>           <C>          <C>           <C>          <C>              <C>
ASSETS
Investments

PCM VOYAGER FUND
 Shares 118,724
 Cost $3,319,339

  Market Value:       $3,621,094  $         0   $        0    $        0   $        0    $       0   $       0         $        0

PCM GLOBAL GROWTH
FUND
 Shares 172,727
 Cost $2,496,208

  Market Value:                0    2,621,991            0             0            0            0           0                  0

PCM ASIA PACIFIC
GROWTH FUND
 Shares 25,409
 Cost $252,826

  Market Value:                0            0      259,939             0            0            0           0                  0

PCM GROWTH AND
INCOME FUND
 Shares 244,760
 Cost $4,862,874

  Market Value:                0            0            0     5,254,989            0            0           0                  0

PCM GLOBAL ASSET
ALLOCATION FUND
 Shares 34,141
 Cost $522,788

  Market Value:                0            0            0             0      551,378            0           0                  0

PCM HIGH YIELD FUND
 Shares 145,241
 Cost $1,743,609

  Market Value:                0            0            0             0            0    1,796,625           0                  0

PCM U.S. GOVERNMENT AND
HIGH QUALITY BOND FUND
 Shares 44,615
 Cost $590,573

  Market Value:                0            0            0             0            0            0     613,005                  0

PCM NEW OPPORTUNITIES
FUND
 Shares 195,071
</TABLE>

<TABLE>
<CAPTION>

December 31, 1995      Money         Utilities      Diversified
                       Market        Growth and     Income
                       Fund          Income Fund    Fund
                       Sub-Account   Sub-Account    Sub-Account
<S>                   <C>           <C>            <C>
ASSETS
Investments

PCM VOYAGER FUND   
 Shares 118,724
 Cost $3,319,339

  Market Value:         $      0    $       0     $      0


PCM GLOBAL GROWTH
FUND
 Shares 172,727
 Cost $2,496,208

  Market Value:                0            0            0

PCM ASIA PACIFIC
GROWTH FUND
 Shares 25,409
 Cost $252,826

  Market Value:                0            0            0

PCM GROWTH AND
INCOME FUND
 Shares 244,760
 Cost $4,862,874

  Market Value:                0            0            0

PCM GLOBAL ASSET
ALLOCATION FUND
 Shares 34,141
 Cost $522,788

  Market Value:                0            0            0

PCM HIGH YIELD FUND
 Shares 145,241
 Cost $1,743,609

  Market Value:                0            0            0

PCM U.S. GOVERNMENT AND
HIGH QUALITY BOND FUND
 Shares 44,615
 Cost $590,573

  Market Value:                0            0            0

PCM NEW OPPORTUNITIES
FUND
 Shares 195,071
</TABLE>


<PAGE>


<TABLE>

<S>                   <C>          <C>          <C>           <C>          <C>           <C>          <C>              <C>
 Cost $2,765,584

  Market Value:                0            0            0             0            0            0           0          3,048,960

PCM MONEY MARKET FUND
 Shares 5,240,605
 Cost $5,240,605

  Market Value:                0            0            0             0            0            0           0                  0

PCM UTILITIES GROWTH
& INCOME FUND
 Shares 48,050
 Cost $608,275

  Market Value:                0            0            0             0            0            0           0                  0

PCM DIVERSIFIED
INCOME FUND
 Shares 30,076
 Cost $318,170

  Market Value:                0            0            0             0            0            0           0                  0

Due from
 Hartford Life
 Insurance
 Company                   3,667        9,000            0        15,029            0        8,333           0              3,667
TOTAL ASSETS          $3,624,761   $2,630,991     $259,939    $5,270,018     $551,378   $1,804,958     613,005          3,052,627
LIABILITIES
Payable for fund
 shares purchased          3,667        9,000            0        15,029            0        8,333           0              3,667

TOTAL LIABILITIES          3,667        9,000            0        15,029            0        8,333           0              3,667
NET ASSETS            $3,621,094   $2,621,991     $259,939    $5,254,989     $551,378   $1,796,625   $ 613,005         $3,048,960
 (VARIABLE LIFE
 CONTRACT
 LIABILITIES)
Units
 Outstanding             255,782      224,663       25,409       386,957       44,180      151,847      50,854            209,487
Accumulation
 Unit Value at
 end of period        $14.156972   $11.670786   $10.230003    $13.580303   $12.480299   $11.831850  $12.054164         $14.554430
</TABLE>

<TABLE>

<S>                      <C>          <C>          <C>
Cost $2,765,584

  Market Value:                0            0            0

PCM MONEY MARKET FUND
 Shares 5,240,605
 Cost $5,240,605

  Market Value:        5,240,605            0            0

PCM UTILITIES GROWTH
& INCOME FUND
 Shares 48,050
 Cost $608,275

  Market Value:                0      638,097            0

PCM DIVERSIFIED
INCOME FUND
 Shares 30,076
 Cost $318,170

  Market Value:                0            0      331,736

Due from
 Hartford Life
 Insurance
 Company               1,467,565            0            0
TOTAL ASSETS          $6,708,170    $ 638,097    $ 331,736
LIABILITIES
Payable for fund
 shares purchased      1,467,565            0            0

TOTAL LIABILITIES      1,467,565            0            0
NET ASSETS            $5,240,605    $ 638,097    $ 331,736
 (VARIABLE LIFE
 CONTRACT
 LIABILITIES)
Units
 Outstanding           4,972,418       48,681       27,704
 Accumulation
 Unit Value at
 end of period         $1.053935   $13.107694   $11.974198
</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>

PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY

Statement of Operations

 For the period               Voyager         Global        Asia              Growth           Global Asset    High Yield
from inception,               Fund            Growth        Pacific           and Income       Allocation      Fund
 January 10, 1995             Sub-Account     Fund          Growth            Fund             Fund            Sub-Account
to December 31, 1995                          Sub-Account   Fund              Sub-Account      Sub-Account
                                                            Sub-Account*
<S>                           <C>             <C>             <C>             <C>              <C>            <C>
INVESTMENT INCOME:
 Dividends                     $     30        $     91        $     0         $     387        $     192      $     916

 Net investment income               30              91              0               387              192            916
  (loss)

 Capital gains income               224             170              0               100                0              0

NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:

 Net realized gain (loss)          (604)             89            349                 6                7            119
  on security transactions

 Net unrealized                 301,754         125,784          7,112           392,116           28,590         53,019
  appreciation
  (depreciation) of
  investments during the
  period

 Net gains (losses) on          301,150         125,873          7,461           392,122           28,597         53,138
  investments
NET INCREASE                   $301,404        $126,134         $7,461          $392,609          $28,789        $54,054
 (DECREASE) IN NET
 ASSETS RESULTING FROM
 OPERATIONS:
</TABLE>


<TABLE>
<CAPTION>

For the period              U.S. Government   New             Money         Utilities      Diversified
from inception,             and High          Opportunities   Market        Growth and     Income
 January 10, 1995           Quality           Fund            Fund          Income Fund    Fund
to December 31, 1995        Bond Fund         Sub-Account     Sub-Account   Sub-Account    Sub-Account
                            Sub-Account
<S>                         <C>                <C>           <C>            <C>            <C>
INVESTMENT INCOME:
 Dividends                   $     696          $     1       $   80,712     $     543      $     521

 Net investment income             696                1           80,712           543            521
  (loss)

 Capital gains income                0               31                0             0              0

NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:

 Net realized gain (loss)          133           (2,699)               0            72             31
  on security transactions

 Net unrealized                 22,432          283,377                0        29,823         13,566
  appreciation
  (depreciation) of
  investments during the
  period

 Net gains (losses) on          22,565          280,678                0        29,895         13,597
  investments
NET INCREASE                   $23,261         $280,710          $80,712       $30,438        $14,118
 (DECREASE) IN NET
 ASSETS RESULTING FROM
 OPERATIONS:
</TABLE>



*From inception, May 1, 1995, to December 31, 1995


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

<PAGE>


<TABLE>
<CAPTION>

For the period          Voyager       Global          Asia Pacific    Growth        Global Asset    High Yield
from inception,         Fund          Growth          Growth Fund     and Income    Allocation      Fund
January 10, 1995 to     Sub-          Fund            Sub-            Fund          Fund            Sub-
December 31, 1995       Account       Sub-Account     Account*        Sub-          Sub-Account     Account
                                                                      Account
<S>                    <C>            <C>             <C>           <C>             <C>             <C>
OPERATIONS:
 Net investment         $     30       $     91        $     0       $     387       $     192       $     916
  income (loss)

 Capital gains               224            170              0             100               0               0
  income

 Net realized               (604)            89            349               6               7             119
  gain(loss) on
  security
  transactions

 Net unrealized          301,754        125,784          7,112         392,116          28,590          53,019
  appreciation
  (depreciation) of
  investments during
  the period

 Net increase            301,404        126,134          7,461         392,609          28,789          54,054
  (decrease) in net
  assets resulting from
  operations

UNIT TRANSACTIONS:
 Purchases                     0              0              0               0               0               0

 Net transfers         3,345,405      2,532,395        264,817       4,908,808         537,900       1,770,947

 Surrenders              (19,818)       (24,192)       (11,791)        (28,551)        (14,453)        (17,973)

 Loan withdrawals              0         (7,875)             0          (9,320)              0          (7,918)

 Cost of Insurance        (5,897)        (4,471)          (548)         (8,557)           (858)         (2,485)

 Net increase          3,319,690      2,495,857        252,478       4,862,380         522,589       1,742,571
  (decrease) in net
  assets resulting from
  unit transactions

 Total increase        3,621,094      2,621,991        259,939       5,254,989         551,378       1,796,625
  (decrease) in net
  assets

NET ASSETS:
 Beginning of period           0              0              0               0               0               0
 END OF PERIOD        $3,621,094     $2,621,991       $259,939      $5,254,989        $551,378      $1,796,625
</TABLE>


<TABLE>
<CAPTION>

For the period           U.S. Government   New             Money           Utilities       Diversified
from inception,          and High          Opportunities   Market          Growth and      Income
January 10, 1995 to      Quality           Fund            Fund            Income Fund     Fund
December 31, 1995        Bond Fund         Sub-Account     Sub-Account     Sub-Account     Sub-
                         Sub-Account                                                       Account
<S>                     <C>                 <C>           <C>              <C>            <C>
OPERATIONS:
 Net investment          $     696           $     1       $    80,712      $     543      $     521
 income (loss)

 Capital gains                   0                31                 0              0              0
  income

 Net realized                  133            (2,699)                0             72             31
  gain(loss) on
  security
  transactions

 Net unrealized             22,432           283,377                 0         29,823         13,566
  appreciation
  (depreciation) of
  investments during
  the period

 Net increase               23,261           280,710            80,712         30,438         14,118
  (decrease) in net
  assets resulting from
  operations

UNIT TRANSACTIONS:
 Purchases                       0                 0        24,484,446              0              0

 Net transfers             603,807         2,798,806       (17,605,354)       621,666        330,819

 Surrenders                (13,535)          (15,714)         (147,693)       (13,432)       (12,664)

 Loan withdrawals                0            (9,713)       (1,548,256)             0              0

 Cost of Insurance            (528)           (5,129)          (23,250)          (575)          (537)

 Net increase              589,744         2,768,250         5,159,893        607,659        317,618
  (decrease) in net
  assets resulting from
  unit transactions

 Total increase            613,005         3,048,960         5,240,605        638,097        331,736
  (decrease) in net
  assets

NET ASSETS:
 Beginning of period             0                 0                 0              0              0
 END OF PERIOD            $613,005        $3,048,960        $5,240,605       $638,097       $331,736
</TABLE>




*From inception, May 1,
1995, to December 31,
1995


      THE
  ACCOMPANYING
  NOTES ARE AN
INTEGRAL PART OF
 THESE FINANCIAL
   STATEMENTS.
<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, 1995 and 1994, and the related consolidated statements of  income,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1995.  These consolidated financial statements and the
schedules referred to below are the responsibility of Hartford Life Insurance 
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
audit provides 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, 1995 and
1994, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.

As discussed in Note 1 in Notes to Consolidated Financial Statements, Hartford
Life Insurance 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.

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 24, 1996

                                         F-1

<PAGE>


                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF INCOME
                                    (IN MILLIONS)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
                                       FOR THE YEAR ENDED DECEMBER 31,
                                  ----------------------------------------
                                       1995           1994           1993
                                      -------        -------        ------
<S>                                   <C>            <C>            <C>
REVENUES
    Premiums and other considerations  $1,487         $1,100         $747
    Net investment income               1,328          1,292        1,051
    Net realized (losses) gains           (11)             7           16
                                       ------         ------        -----
                       TOTAL REVENUES   2,804          2,399        1,814
                                       ------         ------        -----

BENEFITS, CLAIMS AND EXPENSES
    Benefits, claims and claim
     adjustment expenses                1,422          1,405        1,046
    Dividends to policyholders            675            419          227
    Amortization of deferred policy
     acquisition costs                    199            145          113
    Other insurance expense               317            227          210
                                       ------         ------        -----
  TOTAL BENEFITS, CLAIMS AND EXPENSES   2,613          2,196        1,596
                                       ------         ------        -----
                                      
INCOME BEFORE INCOME TAX EXPENSE          191            203          218

    Income tax expense                     62             65           75
                                       ------         ------        -----
NET INCOME                               $129           $138         $143
                                       ------         ------        -----
                                       ------         ------        -----

- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
</TABLE>
The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-2

<PAGE>


                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                           (IN MILLIONS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
                                                           AS OF DECEMBER 31,
                                                           ------------------
                                                           1995      1994
                                                           -------   --------
                        ASSETS
<S>                                                        <C>       <C>
Investments
    Fixed maturities
         available for sale, at market value
         (amortized cost of $14,440 and $14,464)           $14,400   $13,429
    Equity securities, at market value
         (cost of $61 and $76)                                  63        68
    Mortgage loans, at outstanding balance                     265       316
    Policy loans, at outstanding balance                     3,381     2,614
    Other investments, at cost                                 156       107
                                                           -------   -------
                                       TOTAL INVESTMENTS    18,265    16,534

Cash                                                            46        20
Premiums and amounts receivable                                165       160
Reinsurance recoverable                                      6,221     5,466
Accrued investment income                                      394       378
Deferred policy acquisition costs                            2,188     1,809
Deferred income tax                                            420       590
Other assets                                                   234        83
Separate account assets                                     36,264    22,809
                                                           -------   -------
                                            TOTAL ASSETS   $64,197   $47,849
                                                           -------   -------
                                                           -------   -------

                        LIABILITIES
Future policy benefits                                      $2,373    $1,890
Other policyholder funds                                    22,598    21,328
Other liabilities                                            1,233     1,000
Separate account liabilities                                36,264    22,809
                                                           -------   -------
                                       TOTAL LIABILITIES    62,468    47,027
                                                           -------   -------
Commitments and contingencies (Note 9)

                   STOCKHOLDER'S EQUITY
Common stock
    Authorized 1,000 shares, $5,690 par value
    Issued and outstanding 1,000 shares                          6         6
Additional paid-in capital                                   1,007       826
Retained earnings                                              773       644
Unrealized loss on investments, net of tax                     (57)     (654)
                                                           -------   -------
                              TOTAL STOCKHOLDER'S EQUITY     1,729       822
                                                           -------   -------
              TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY   $64,197   $47,849
                                                           -------   -------
                                                           -------   -------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-3

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                                    (IN MILLIONS)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                               UNREALIZED LOSS       TOTAL
                                                        COMMON     ADDITIONAL      RETAINED   ON INVESTMENTS,    STOCKHOLDER'S
                                                        STOCK    PAID-IN-CAPITAL   EARNINGS     NET OF TAX          EQUITY
                                                        ------   ---------------   --------   ---------------    -------------
<S>                                                    <C>      <C>               <C>        <C>                <C>
BALANCE, DECEMBER 31, 1992                                  $6              $498       $373                $0             $877

 Net income                                                  -                 -        143                 -              143

 Capital contribution                                        -               180          -                 -              180

 Excess of assets over liabilities
 on reinsurance assumed from affiliate                       -                (2)         -                 -               (2)

 Change in unrealized loss on investments, net of tax        -                 -          -                (5)              (5)

                                                         ------   ---------------   --------   ---------------    -------------
BALANCE, DECEMBER 31, 1993                                   6               676        516                (5)           1,193
                                                         ------   ---------------   --------   ---------------    -------------


 Net income                                                  -                 -        138                 -              138

 Capital contribution                                        -               150          -                 -              150

 Dividend paid                                               -                 -        (10)                -              (10)

 Change in unrealized loss on investments, net of tax*       -                 -          -              (649)            (649)
                                                        ------   ---------------   --------   ---------------    -------------

BALANCE, DECEMBER 31, 1994                                   6               826        644              (654)             822
                                                        ------   ---------------   --------   ---------------    -------------

 Net income                                                  -                 -        129                 -              129

 Capital contribution                                        -               181          -                 -              181

 Change in unrealized loss on investments, net of tax        -                 -          -               597              597
                                                        ------   ---------------   --------   ---------------    -------------

BALANCE, DECEMBER 31, 1995                                  $6           $1,007       $773              ($57)           $1,729
                                                        ------   ---------------   --------   ---------------    -------------
                                                        ------   ---------------   --------   ---------------    -------------

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

(*) The 1994 change in unrealized loss on investments, net of tax, included an
unrealized gain of $91 due to adoption of SFAS No. 115 as discussed in Note 1(b)
of Notes to Consolidated Financial Statements.

The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-4

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (IN MILLIONS)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

                                                                                        FOR THE YEAR ENDED DECEMBER 31,
                                                                               ----------------------------------------------
                                                                                    1995            1994            1993
                                                                               -------------   --------------   -------------
<S>                                                                           <C>             <C>              <C>
OPERATING ACTIVITIES
 Net income                                                                             $129             $138            $143
 Adjustments to net income:
   Net realized (losses) gains                                                            11               (7)            (16)
   (Decrease) increase in liability to policyholders for realized gains                   (3)               5             (15)
   Net amortization of premium on fixed maturities                                        21               41               2
   Provision for deferred income taxes                                                  (172)            (128)           (121)
   Increase in deferred policy acquisition costs                                        (379)            (441)           (292)
   (Increase) decrease in premiums and amounts receivable                                (81)              10             (28)
   Increase in accrued investment income                                                 (16)            (106)             (4)
   (Increase) decrease in other assets                                                  (177)             101             (36)
   (Increase) decrease in reinsurance recoverable                                        (35)              75            (121)
   Increase in liability for future policy benefits                                      483              224             360
   Increase in other liabilities                                                         281              191             176
                                                                               -------------   --------------   -------------
                                     CASH PROVIDED BY OPERATING ACTIVITIES                62              103              48
                                                                               -------------   --------------   -------------

INVESTING ACTIVITIES
 Purchases of fixed maturities investments                                            (6,228)          (9,127)        (12,406)
 Proceeds from sales of fixed maturities investments                                   4,848            5,708           8,813
 Maturities and principal paydowns of fixed maturities investments                     1,741            1,931           2,596
 Net purchases of other investments                                                     (871)          (1,338)           (206)
 Net (purchases)/sales of short-term investments                                         (24)             135            (564)
                                                                               -------------   --------------   -------------
                                        CASH USED FOR INVESTING ACTIVITIES              (534)          (2,691)         (1,767)
                                                                               -------------   --------------   -------------

FINANCING ACTIVITIES
 Net receipts from investment and UL-type contracts credited to
   policyholder account balances                                                         498            2,467           1,513
 Capital contribution                                                                      0              150             180
 Dividends paid                                                                            0              (10)              0
                                                                               -------------   --------------   -------------
                                     CASH PROVIDED BY FINANCING ACTIVITIES               498            2,607           1,693
                                                                               -------------   --------------   -------------

NET INCREASE (DECREASE) IN CASH                                                           26               19             (26)

 Cash at beginning of year                                                                20                1              27
                                                                               -------------   --------------   -------------

CASH AT END OF YEAR                                                                      $46              $20              $1
                                                                               -------------   --------------   -------------
                                                                               -------------   --------------   -------------

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

The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-5


<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
and its wholly-owned subsidiaries ("Hartford Life" or the "Company"), ITT
Hartford Life and Annuity Insurance Company ("ILA") and ITT Hartford 
International Life Reassurance Corporation ("HLRe"), formerly American Skandia
Life Reinsurance Corporation.  Hartford Life is a wholly-owned subsidiary of
Hartford Life and Accident Insurance Company ("HLA").  Hartford Life is
ultimately owned by Hartford Fire Insurance Company ("Hartford Fire"), which is
ultimately owned by ITT Hartford Group, Inc. ("ITT Hartford"), formerly a
subsidiary of ITT Corporation ("ITT").  On December 19, 1995, ITT Corporation 
distributed all of the outstanding shares of ITT Hartford Group to ITT 
Corporation Shareholders of record in an action known herein as the 
"Distribution".  As a result of the Distribution, ITT Hartford became an 
independent publicly traded company.

The preparation of financial statements, in conformity with generally 
accepted accounting principles, requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period. Actual results could differ from those estimates. The 
Company offers life, annuity, pension, and disability insurance products. 
These products are distributed and marketed by multiple distribution channels 
which include broker-dealers, agents and banks, as well as a captive sales 
force. Hartford Life conducts business primarily in the United States and is 
licensed to write business in all 50 states. The Company is headquartered in 
Simsbury, Connecticut and has 3,045 direct employees. 
 
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.

(B)  CHANGES IN ACCOUNTING PRINCIPLES
Effective January 1, 1994, Hartford Life adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities".  The new standard requires, among other things,
that securities be classified as "held-to-maturity", "available-for-sale" or
"trading" based on Hartford Life'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 and continue to
be recorded at fair value with the corresponding impact included in
Stockholder's Equity.  Under SFAS No. 115,  Hartford Life'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 investments, 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.  Hartford Life's cash flows were not impacted by
this change in accounting principle.

(C)  REVENUE RECOGNITION
Revenues for universal life policies and investment products consist of policy
charges for the cost of insurance, 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.

                                         F-6

<PAGE>

(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.  Other
policyholder funds which represent liabilities for universal life insurance and
investment products reflect policy account balances before applicable surrender
charges.

(E)  POLICYHOLDER REALIZED GAINS AND LOSSES
Realized gains and losses on security transactions associated with Hartford
Life'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
Hartford Life's investments in fixed maturities include bonds, redeemable
preferred stock and commercial paper which are classified as "available-for-
sale" and accordingly are carried at market value with the after-tax difference
from cost reflected as a component of  Stockholder's Equity designated
"Unrealized loss on investments, net of tax". Equity securities, which include
common and non-redeemable preferred 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
Hartford Life uses a variety of derivative financial instruments including,
swaps, caps, floors, options, forwards and exchange traded financial futures as
part of an overall risk management strategy.  These instruments, 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. Hartford
Life does not hold or issue derivative financial instruments for trading
purposes. Hartford Life's accounting for derivative financial instruments used
to manage risk is in accordance with the concepts established in SFAS No. 80,
"Accounting for Futures Contracts," SFAS No. 52 , "Foreign Currency
Translation", American Institute of Certified Public Accountants Statement of 
Position 86-2, "Accounting for Options" and various Emerging Issues Task Force
pronouncements. Written options are in all cases used in conjunction with other
assets and derivatives as part of an overall risk management strategy. 
Derivative instruments are carried at values consistent with the asset or
liability being hedged.  Derivatives used to hedge fixed maturities or equities
are carried at fair value with the after-tax difference from cost reflected in
Stockholder's Equity.  Derivatives used to hedge other invested assets or
liabilities are carried at cost.

Derivatives, used as part of a risk management strategy, must be designated at
inception as a hedge and measured for effectiveness both at inception and on an
ongoing basis. Hartford Life'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. Derivatives used to create a synthetic asset must meet synthetic
accounting criteria including designation at inception and consistency of terms
between the synthetic and the instrument being replicated.  Synthetic
instrument accounting, consistent with industry practice, provides that the
synthetic asset is accounted for like the financial instrument it is intended
to replicate.  Derivatives which fail to meet risk management criteria are
marked to market with the impact reflected in the Consolidated Statements
of Income.

Gains or losses on financial futures contracts entered into 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 
futures are closed, except for  futures used in duration hedging which are 
deferred and basis adjusted on a quarterly basis.  The basis adjustments are 
amortized into investment  income over the remaining asset life.

                                         F-7

<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 Consolidated
Statements of Income as a component of net investment income.

The cost of options entered into as part of a risk management strategy are
basis adjusted to the underlying asset or liability and amortized over the
remaining life of the hedge. Gains or losses on expiration or termination are
adjusted into the basis of the underlying asset or liability and amortized over
the remaining asset life. 

Interest rate swaps involve the periodic exchange of payments without the
exchange of underlying principal or notional amounts.  Net receipts or payments
are accrued and  recognized over the life of the swap agreement as an
adjustment to income.  Should the swap be terminated, the gain or loss is
adjusted into the basis of the asset or liability and amortized over the
remaining life. Should the hedged asset be sold or liability terminated without
terminating the swap position, any swap gains or losses are immediately
recognized in earnings.  Interest rate swaps purchased  in anticipation of an
asset purchase ("anticipatory transaction") are recognized  consistent with the
underlying asset components such that the settlement component is recognized in
the Consolidated Statements of Income while the change in market value is
recognized as an unrealized gain or loss. 

Premiums paid on purchased floor or cap agreements and the premium received on
issued floor or cap  agreements (used for risk management), are adjusted into
the basis of the applicable asset and amortized over the asset life.  Gains or
losses on termination of such positions are adjusted into the basis of the
asset or liability and amortized over the remaining asset life.  Net payments
are recognized as an adjustment to income or basis adjusted and amortized
depending on the specific hedge strategy.

Forward exchange contracts and foreign currency swaps are accounted for in
accordance with SFAS No. 52.

(I)  RELATED PARTY TRANSACTIONS
Transactions of Hartford Life 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 Hartford Life to fund pension
costs and claim annuities to settle casualty claims.

On June 30, 1995, the assets of Lyndon Insurance Company ("Lyndon") were 
contributed to ILA.  As a result, ILA received approximately $365 in fixed 
maturities, equity securities and cash, $26 in receivables, $187 of current 
tax liability, $20 in deferred tax liability, and $3 of other liabilities.  
The excess of assets over liabilities of $181 were recorded as an increase to 
paid-in capital. 

Substantially all general insurance expenses related to Hartford Life,
including rent expenses, are initially paid by Hartford Fire.  Direct expenses
are allocated to Hartford Life using specific identification and indirect
expenses are allocated using other applicable methods.

The rent paid to Hartford Fire for the space occupied by Hartford Life was $3
in 1995, 1994, and 1993 respectively.  Hartford Life expects to pay rent of $3
in 1996, 1997, 1998, 1999, and 2000, respectively and $57 thereafter, over the
contract life of the lease.

(J) DIVIDEND TO POLICYHOLDERS 
Dividends to policyholders primarily represent those amounts paid to corporate
owned life insurance ("COLI") policyholders. These dividend liabilities, which
appear as other policyholder funds on the Consolidated Balance Sheets, are
recorded when approved by the board of directors.
 
See Note (4) for the related party coinsurance agreements.

                                         F-8

<PAGE>

2. INVESTMENTS
(a) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                                             --------------------------
<S>                                                          <C>      <C>       <C>
                                                              1995      1994      1993 
                                                             ------    ------    ------
Interest income                                              $1,338    $1,247    $1,007
Income from other investments                                     1        54        53
                                                             ------    ------    ------

                                    GROSS INVESTMENT INCOME   1,339     1,301     1,060

Less: Investment expenses                                        11         9         9
                                                             ------    ------    ------
                                      NET INVESTMENT INCOME  $1,328    $1,292    $1,051
                                                             ------    ------    ------
                                                             ------    ------    ------

(b) UNREALIZED GAINS/(LOSSES) ON EQUITY SECURITIES

                                                                 As of December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Gross unrealized gains                                           $4        $2        $3
Gross unrealized losses                                          (2)      (11)      (11)
Deferred income tax expenses/(benefit)                            1        (3)       (3)
                                                             ------    ------    ------
                    NET UNREALIZED GAINS (LOSSES) AFTER TAX       1        (6)       (5)
Balance at the beginning of the year                             (6)       (5)       (0)
                                                             ------    ------    ------
CHANGE IN NET UNREALIZED GAINS (LOSSES) ON EQUITY SECURITIES     $7       ($1)      ($5)
                                                             ------    ------    ------
                                                             ------    ------    ------

(c) UNREALIZED GAINS/(LOSSES) IN FIXED SECURITIES
                                                                 As of December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Gross unrealized gains                                         $529      $150      $538
Gross unrealized losses                                        (569)   (1,185)     (290)
Unrealized (losses)/gains credited to policyholder              (52)       37         0
Deferred income tax (benefit)/expense                           (34)     (350)       87
                                                             ------    ------    ------
                    NET UNREALIZED (LOSSES) GAINS AFTER TAX     (58)     (648)      161

Balance at the beginning of the year                           (648)      161       144
                                                             ------    ------    ------
                  CHANGE IN NET UNREALIZED GAINS(LOSES) 
                   ON FIXED MATURITIES                         $590     ($809)      $17
                                                             ------    ------    ------
                                                             ------    ------    ------

(d) COMPONENTS OF NET REALIZED GAINS/(LOSSES)
                                                              Year ended December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Fixed maturities                                                $23      ($34)     ($12)
Equity securities                                                (6)      (11)        0
Real estate and other                                           (25)       47        43
Less: (decrease)/increase in liability to policyholders
  for realized gains                                             (3)        5       (15)
                                                             ------    ------    ------
                                NET REALIZED (LOSSES) GAINS    ($11)       $7       $16
                                                             ------    ------    ------
                                                             ------    ------    ------
</TABLE>
 
                                         F-9

<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, 1995 :
 
<TABLE>
<CAPTION>
                                                           SUMMARY OF INVESTMENTS
                                                           AS OF DECEMBER 31, 1995
                                                              (CARRYING AMOUNT)

                                                                                                          
                                                         Caps, Floors & Options                         Foreign
                                  Carrying               -----------------------                        Currency
                                   Value   Non-Derivative Issued(b)  Purchased(c)  Futures(d)  Swaps(f)   Swaps
                                  --------  -----------  --------   -----------   ---------   --------   -------
<S>                               <C>          <C>          <C>            <C>          <C>     <C>        <C>
Asset-backed securities             $5,764       $5,752       ($1)          $30          $0       ($17)       $0
Inverse floaters(a)                    711          794       (30)           16           0        (69)        0
Anticipatory(e)                          0            0         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
  TOTAL ASSET-BACKED SECURITIES      6,475        6,546       (31)           46           0        (86)        0

Other bonds and notes                7,118        7,165        (1)            0           0        (22)      (24)
Short-term investments                 807          807         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
           TOTAL FIXED MATURITIES   14,400       14,518       (32)           46           0       (108)      (24)
Other investments                    3,865        3,865         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
             TOTAL INVESTMENTS     $18,265      $18,383      ($32)          $46          $0      ($108)     ($24)
                                  --------  -----------  --------   -----------   ---------   --------   -------
                                  --------  -----------  --------   -----------   ---------   --------   -------
</TABLE>
<TABLE>
<CAPTION>
                                                           SUMMARY OF INVESTMENTS
                                                           AS OF DECEMBER 31, 1995
                                                              (NOTIONAL AMOUNT)
                                                         (EXCLUDING LIABILITY HEDGES)

                                                                                            
                                                  Caps, Floors & Options                   Foreign
                                   Notional       ----------------------                   Currency
                                    Amount  Issued(b) Purchased(c) Futures(d)   Swaps(f)    Swaps
                                  --------  ---------  ---------   ----------  ---------  ---------
<S>                              <C>       <C>        <C>         <C>         <C>        <C>
Asset-backed securities             $3,863       $118     $3,133         $322       $290         $0
Inverse floaters(a)                  1,601        560        354            6        681          0
Anticipatory(e)                        238          0          0          213         25          0
                                  --------  ---------  ---------   ----------  ---------  ---------
 TOTAL ASSET-BACKED SECURITIES       5,702        678      3,487          541        996          0

   Other bonds and notes             1,365         33         66          322        757        187
   Short-term  investments               0          0          0            0          0          0
                                  --------  ---------  ---------   ----------  ---------  ---------
        TOTAL FIXED MATURITIES       7,067        711      3,553          863      1,753        187
   Other investments                    18          0          0            0         18          0
                                  --------  ---------  ---------   ----------  ---------  ---------
             TOTAL INVESTMENTS      $7,085       $711     $3,553         $863     $1,771       $187
                                  --------  ---------  ---------   ----------  ---------  ---------
                                  --------  ---------  ---------   ----------  ---------  ---------
</TABLE>


(a) Inverse floaters 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, Hartford Life uses a variety of
derivative instruments, primarily interest rate swaps and issued floors.

(b) Includes issued caps $475 with a weighted average strike rate of 8.5%
(ranging from 7.0% to 10.4%) and over 85% mature in 2000 through 2004.  Issued
floors totaled $236, have a weighted average strike rate of 8.1% (ranging 
from 5.3% to 10.9%) and mature through 2007 with 76% maturing by 2004.

(c) Comprised of purchased floors of $1.8 billion and purchased caps of $1.7
billion.  The floors have a weighted average strike price of 5.8% (ranging from
3.7% to 6.8%) and over 85% mature in 1997 through 1999.  The caps have a
weighted average strike price of 7.5% (ranging from 4.5% and 10.1%) and over
82% mature in 1997 through 1999.

(d) Over 95% of futures contracts expire before December 31, 1996.

(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, 1995, there were $5.3 in net deferred losses
for futures, interest rate swaps and purchased options.

(f) The following table summarizes the maturities by notional value of interest
rate swaps outstanding at December 31, 1995 and the related weighted average
interest pay rate or receive rate assuming current market conditions:

                                     F-10

<PAGE>
 


<TABLE>
<CAPTION>
 

                                                      MATURITY OF SWAPS ON INVESTMENTS
                                                           AS OF DECEMBER 31, 1995


                                                                                                                           LAST
                                                  1996      1997      1998      1999      2000     THEREAFTER     TOTAL  MATURITY
                                                  ----      ----      ----      ----      ----     ----------     -----  --------
<S>                                              <C>       <C>       <C>       <C>       <C>            <C>       <C>       <C>
INTEREST RATE SWAPS
 PAY FIXED/RECEIVE VARIABLE
   Notional Value                                  $15       $50        $0      $453       $31           $229      $778      2004
   Weighted Average Pay Rate                      5.0%      7.2%      0.0%      8.1%      7.1%           7.8%      7.8%          
   Weighted Average Receive Rate                  5.8%      5.9%      0.0%      5.8%      5.7%           5.9%      5.9%          

 PAY VARIABLE/RECEIVE FIXED
   Notional Value                                 $100       $68       $25       $25       $35           $190      $443      2007
   Weighted Average Pay Rate                      5.9%      8.6%      5.9%      0.0%      5.9%           5.4%      5.4%
   Weighted Average Receive Rate                  2.4%      7.9%      4.0%      0.0%      6.5%           6.9%      6.9%

 PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
   Notional Value                                  $50       $18       $36       $12      $200           $234      $550      2004
   Weighted Average Pay Rate                      5.8%      0.0%      3.7%      3.5%      4.5%          16.3%      5.7%
   Weighted Average Receive Rate                  5.4%      0.0%      5.6%      5.2%      6.8%           5.9%      6.4%

TOTAL INTEREST RATE SWAPS                         $165      $136       $61      $490      $266           $653    $1,771      2007
 WEIGHTED AVERAGE PAY RATE                        5.8%      7.8%      4.6%      7.6%      5.0%           7.3%      6.9%
 WEIGHTED AVERAGE RECEIVE RATE                    3.6%      7.2%      4.9%      5.4%      6.6%           6.3%      5.8%


</TABLE>
(g) The following table reconciles the derivative notional amounts by derivative
type and by strategy:

<TABLE>
<CAPTION>

                                                          BY DERIVATIVE TYPE
                                   ----------------------------------------------------------------------
                                       12/31/94                      MATURITIES/              12/31/95
                                  NOTIONAL AMOUNT     ADDITIONS      TERMINATIONS        NOTIONAL AMOUNT
                                  ---------------     ---------      ------------        ---------------
<S>                                       <C>          <C>              <C>                      <C>
Caps                                       $1,861        $2,666            $2,343                 $2,184
Floors                                      2,131           237               188                  2,180
Swaps/Collars/Forwards/Options              4,374         1,355             2,163                  3,566
Futures                                       253         6,125             5,515                    863
                                  ---------------     ---------      ------------        ---------------
                           TOTAL           $8,619       $10,383           $10,209                 $8,793
                                  ---------------     ---------      ------------        ---------------
                                  ---------------     ---------      ------------        ---------------


                                                            BY STRATEGY
                                   ----------------------------------------------------------------------
                                         12/31/94                     MATURITIES/              12/31/95 
                                  NOTIONAL AMOUNT     ADDITIONS      TERMINATIONS        NOTIONAL AMOUNT
                                  ---------------    ----------      ------------        ---------------
Liability                                  $1,725          $729              $746                 $1,708
Anticipatory                                  626         1,564             1,952                    238
Asset                                       3,048         3,153             3,217                  2,984
Portfolio                                   3,220         4,937             4,294                  3,863
                                  ---------------    ----------      ------------         --------------
                       TOTAL               $8,619       $10,383           $10,209                 $8,793
                                  ---------------    ----------      ------------         --------------
                                  ---------------    ----------      ------------         --------------
</TABLE>

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

                                         F-11

<PAGE>

amount of the liability agreements in which Hartford Life generally pays one
variable rate in exchange for another, was $1.7 billion at December 31, 1995 and
1994 respectively.  The weighted average pay rate is 5.9%; the weighted average
receive rate is 6.0% , and these agreements mature at various times through
2001.

(F)  CONCENTRATION OF CREDIT RISK
Hartford Life has a reinsurance recoverable of $5.6 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 Hartford Life as sole beneficiary. 
Excluding investments in U.S. government and agencies, Hartford Life has no
other significant concentrations of credit risk.

Included in fixed maturity investments at December 31, 1995 were $39 of 
Orange County, California Pension Obligation Bonds, $17 of which were carried 
in the general account and $22 which were included in Hartford Life's 
guaranteed separate accounts. During 1995 all interest payments due were 
received.  While Orange County is currently operating under Protection of 
Chapter 9 of the Federal Bankruptcy Laws, Hartford Life believes the bonds 
are not impaired other than on a temporary basis.

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

<TABLE>
<CAPTION>
 
                                                                      AS OF DECEMBER 31,1995
                                                       --------------------------------------------------
                                                                          GROSS UNREALIZED         
                                                       AMORTIZED       ---------------------      MARKET
                                                          COST          GAINS         LOSSES       VALUE
                                                       ----------      -------        ------       -----
<S>                                                     <C>             <C>          <C>          <C>
U.S. Government and government agencies and 
   authorities;
 Guaranteed and sponsored                                   $502           $4            ($9)        $497
 Guaranteed and sponsored-asset backed                     3,568          210           (387)       3,391

State, municipalities and political subdivisions             201            4             (3)         202
International governments                                    291           19             (4)         306
Public utilities                                             949           29             (2)         976
All other corporate-asset backed                           3,065           76            (55)       3,086
All other corporate                                        5,056          187           (109)       5,134
Short-term investments                                       808            0              0          808
                                                       ----------      -------          -----       -----
                                TOTAL INVESTMENTS        $14,440         $529          ($569)     $14,440
                                                       ----------      -------          -----       -----
                                                       ----------      -------          -----       -----


                                                                      AS OF DECEMBER 31,1994
                                                       --------------------------------------------------
                                                                          GROSS UNREALIZED         
                                                       AMORTIZED       ---------------------      MARKET
                                                          COST          GAINS         LOSSES       VALUE
                                                       ----------      -------        ------       -----
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

State, municipalities and political subdivisions             148            1            (12)         137
International governments                                    189            1            (14)         176
Public utilities                                             531            1            (32)         500
All other corporate-asset backed                           2,442           30           (121)       2,351
All other corporate                                        3,717           38           (297)       3,458
Short-term investments                                     1,665            0            (51)       1,614
                                                        ---------      -------       --------     -------
                                TOTAL INVESTMENTS        $14,464         $150        ($1,185)     $13,429
                                                        ---------      -------       --------     -------
                                                        ---------      -------       --------     -------
</TABLE>

                                         F-12

<PAGE>


The amortized cost and estimated fair value of fixed maturities at December 31,
1995, by maturity, are shown below.  Asset backed securities are distributed to
maturity year based on estimates 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     MARKET
                                                         COST       VALUE
                                                     ----------   ---------
       <S>                                            <C>         <C>
       Due in one year or less                          $3,146      $3,133
       Due after one year through five years             6,373       6,316
       Due after five years through ten years            3,609       3,644
       Due after ten years                               1,312       1,307
                                                     ----------   ---------
                                             TOTAL     $14,440     $14,400
                                                     ----------   ---------
                                                     ----------   ---------
</TABLE>

Sales of  fixed maturities excluding short-term fixed maturities for the years
ended December 31, 1995, 1994, and 1993 resulted in proceeds of $4,848,  $5,708,
and $8,813, respectively, resulting in gross realized gains of $91, $71, and
$192, respectively, and gross realized losses of $72, $100, and $219,
respectively, not including policyholder gains and losses.  Sales of equity
securities and other investments for the years ended December 31, 1995, 1994,
and 1993 resulted in proceeds of $64, $159, and $127, respectively, resulting in
gross realized gains of $28, $3, and $0, respectively, and gross realized losses
of $59, $14, $0,  respectively, not including policyholder gains and losses.

(H)  FAIR VALUE OF FINANCIAL INSTRUMENTS

<TABLE>
<CAPTION>
                               AS OF DECEMBER 31, 1995  AS OF DECEMBER 31, 1994
                               -----------------------  -----------------------
                                        CARRYING    FAIR    CARRYING    FAIR
                                         AMOUNT    VALUE     AMOUNT    VALUE
                                        --------  --------  --------  --------
<S>                                     <C>       <C>       <C>       <C>
ASSETS
 Fixed maturities                        $14,400   $14,400   $13,429   $13,429
 Equity securities                            63        63        68        68
 Policy loans                              3,381     3,381     2,614     2,614
 Mortgage loans                              265       265       316       316
 Investments in partnerships and trusts       94        97        36        42
 Miscellaneous                                62        62        67        67

LIABILITIES
 Other policy claims and benefits        $12,727   $12,767   $13,001   $12,374
</TABLE>


The following methods and assumptions were used to estimate the fair value of
each class of financial instrument: fair value for fixed maturities and equity
securities approximate those quotations published by applicable stock exchanges
or are received from other reliable sources; 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
Hartford Life is included in ITT Hartford Group's consolidated U.S. Federal 
income tax return and remits to (receives from) ITT Hartford Group, Inc. a 
current income tax provision (benefit) computed in accordance with the tax 
sharing arrangements between its insurance subsidiaries.  The effective tax 
rate was 32% in 1995 and 1994, and approximates the U.S. statutory tax rate 
of 35% in 1993.

                                         F-13

<PAGE>

The provision for income taxes was as follows:

<TABLE>
<CAPTION>
                                          FOR THE YEARS ENDED DECEMBER 31,
                                         ---------------------------------
                                            1995      1994      1993
                                          -------   -------   -------
<S>                                        <C>       <C>       <C>
INCOME TAX EXPENSES
  Current                                    $211      $185      $190
  Deferred                                   (149)     (120)     (115)
                                          -------   -------   -------
                                   TOTAL      $62       $65       $75
                                          -------   -------   -------
                                          -------   -------   -------

INCOME TAX PROVISION
  Tax provision at U.S. statutory rate        $67       $71       $76
  Tax-exempt income                            (3)       (3)        0
  Foreign tax credit                           (4)       (1)        0
  Other                                         2        (2)       (1)
                                          -------   -------   -------
               PROVISION FOR INCOME TAX       $62       $65       $75
                                          -------   -------   -------
                                          -------   -------   -------
</TABLE>

Income taxes paid  were $162, $244, and $301 in 1995, 1994, and 1993
respectively.  The current taxes due from Hartford Fire were $8 and $46 in 1995
and 1994, respectively.

Deferred tax assets(liabilities) include the following:

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                      --------------------
                                                        1995        1994
                                                      ---------   ---------
       <S>                                              <C>        <C>
       Tax deferred acquisition costs                    $410        $284
       Book deferred acquisition costs and reserves       138        (134)
       Employee benefits                                    8           7
       Unrealized net loss on investments                  32         353
       Investments and other                             (168)         80
                                                      ---------   ---------
                            TOTAL DEFERRED TAX ASSET     $420        $590
                                                      ---------   ---------
                                                      ---------   ---------
</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,
1995 was $37.

4.  REINSURANCE
Hartford Life cedes insurance to non-affiliated insurers in order to limit its
maximum loss.  Such transfer does not relieve Hartford Life of its primary
liability.  Hartford Life 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>
                                             YEAR ENDED DECEMBER 31,
                                          ---------------------------
                                            1995      1994      1993
                                          -------   -------   -------
 <S>                                      <C>       <C>       <C>
  Gross premiums                           $1,545    $1,316    $1,135
  Insurance assumed                           591       299        93
  Insurance ceded                             649       515       481
                                          -------   -------   -------
                   NET RETAINED PREMIUMS   $1,487    $1,100      $747
                                          -------   -------   -------
                                          -------   -------   -------
</TABLE>

                                         F-14

<PAGE>

Life reinsurance recoveries, which reduced death and other benefits, for the
years ended December 31, 1995, 1994 and 1993 approximated $220, $164, and $149,
respectively.

In December 1994, Hartford Life assumed from a third party approximately $500 
of corporate owned life insurance reserves on a coinsurance basis. In 
December 1995, this block of business was reinsured to HLRe utilizing 
modified coinsurance, with the assets and policy liabilities placed in a 
separate account. In October 1994, HLRe recaptured approximately $500 of 
corporate owned life insurance from a third party reinsurer.  Subsequent to 
this transaction, Hartford Life and HLRe restructured their coinsurance 
agreement from coinsurance to modified coinsurance, with the assets and 
policy liabilities placed in the separate account. These transactions did not 
have a material impact on consolidated net income.

Also in December 1994, ILA ceded to a third party $1.0 billion in individual
fixed and variable annuities on a modified coinsurance basis. In December 1995,
Hartford Life ceded approximately $1.2 billion in individual variable annuities
on a modified coinsurance basis to a third party. These transactions did not
have a material impact on consolidated net income.

In May 1994, Hartford Life assumed the life insurance policies and the 
individual annuities of Pacific Standard with reserves and account values of 
approximately $400.  Hartford Life received cash and investment grade assets  
to support the life insurance and individual annuity contract obligations 
assumed.

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 Hartford Life increased approximately $1 billion.  The excess of 
liabilities assumed over assets received, of $2, was recorded as a decrease 
to capital surplus. The remaining $41 in assets and liabilities were 
transferred in October 1995.  The impact on consolidated net income was not 
significant.

In August 1993, Hartford Life received assets of $300 for assuming the group 
COLI contract obligations of Mutual Benefit Life Insurance Company, through 
an assumption reinsurance transaction.  Under the terms of the agreement, 
Hartford Life coinsured back 75% of the liabilities to Mutual Benefit Life 
Insurance Company.  All assets supporting Mutual Benefit's reinsurance 
liability to Hartford Life are placed in a "security trust", with Hartford 
Life as the sole beneficiary.  The impact on 1993 consolidated net income was 
not significant.

5.  PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
Hartford Life'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.  Hartford Life'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 Hartford Life's group pension contracts. The cost to
Hartford Life was approximately $2, $2, and $3 in 1995, 1994 and 1993,
respectively.

Hartford Life provides certain health care and life insurance benefits for
eligible retired employees. A substantial portion of Hartford Life's employees
may become eligible for these benefits upon retirement. Hartford Life's
contribution for health care benefits will depend on the retiree's date of
retirement and years of service. In addition, the plan has a defined dollar cap
which limits average company contributions.  Hartford Life 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 were immaterial for 1995, 1994, and 1993 respectively.

The assumed rate of future increases in the per capita cost of health care (the
health care trend rate) was 10.1% for 1995, decreasing ratably to 6.0% 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. 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.

                                         F-15

<PAGE>


6.   BUSINESS SEGMENT INFORMATION

<TABLE>
<CAPTION>
                                       YEAR ENDED DECEMBER 31
                                     --------------------------
                                      1995      1994      1993
                                     ------    ------    ------
<S>                                 <C>       <C>       <C>
REVENUES
    Individual Life and Annuity        $797      $691      $595
    Asset Management Services           734       789       794
    Specialty Insurance Operations    1,273       919       425
                                     ------    ------    ------
                   TOTAL REVENUES    $2,804    $2,399    $1,814
                                     ------    -------   ------
                                     ------    -------   ------

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

                                       YEAR ENDED DECEMBER 31
                                       ------------------------
                                       1995      1994      1993
                                     ------     -------   -----
INCOME BEFORE INCOME  TAX EXPENSE
    Individual Life and Annuity        $236      $139      $129
    Asset Management Services           (79)       38        71
    Specialty Insurance Operations       34        26        18
                                     ------    ------    ------
        TOTAL INCOME BEFORE INCOME
          TAX EXPENSE                  $191      $203      $218
                                     ------    ------    ------
                                     ------    ------    ------

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

                                      YEAR ENDED DECEMBER 31
                                    ---------------------------
                                     1995      1994      1993
                                    -------   -------   -------
IDENTIFIABLE ASSETS
    Individual Life and Annuity     $36,741   $26,668   $19,147
    Asset Management Services        13,962    13,334    12,416
    Specialty Insurance Operations   13,494     7,847     6,723
                                    -------   -------   -------
        TOTAL IDENTIFIABLE ASSETS   $64,197   $47,849   $38,286
                                    -------   -------   -------
                                    -------   -------   -------
</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:
<TABLE>
<CAPTION>
                                         1995      1994      1993
                                       --------- --------  --------
<S>                                   <C>       <C>       <C>
    Statutory net income                    $112      $58       $63
    Statutory surplus                     $1,125     $941      $812
</TABLE>

8.  SEPARATE ACCOUNTS
  Hartford Life maintains separate account assets and liabilities totaling $36.3
  billion and $22.8 billion at December 31, 1995 and 1994, respectively which 
  are reported at fair value.  Separate account assets are segregated from other
  investments and investment income and gains and losses accrue directly to the
  policyholder.  Separate accounts reflect two categories of risk assumption: 
  non-guaranteed separate accounts totaling $25.9 billion and $14.8 billion at
  December 31, 1995 and 1994, respectively, wherein the policyholder assumes the
  investment risk, and guaranteed separate account assets totaling $10.4 billion
  and $8.0 billion at December 31, 1995 and 1994, respectively, wherein Hartford
  Life contractually guarantees either a minimum return or account value to the
  policyholder.  Included in the non-guaranteed category are policy loans 
  totaling $1.7 billion and $0.5 billion at December 31, 1995 and 1994, 
  respectively. Investment income (including investment gains and losses) and 
  interest credited to policyholders on separate account assets are not 
  reflected in the Consolidated Statements of Income.  Separate account 
  management fees, net of minimum guarantees, were $387, $256, and $189, in 
  1995, 1994, and 1993, respectively.

                                         F-16

<PAGE>


  The guaranteed separate accounts include modified guaranteed individual 
  annuity, and modified guaranteed life insurance.  The average credit interest 
  rate on these contracts is 6.62%.  The assets that support these liabilities 
  were comprised of $10.4 billion in bonds at December 31, 1995.  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 totaled $133 million in carrying value 
  and $2.7 billion in notional amounts at December 31, 1995. 

9.  COMMITMENTS AND CONTINGENCIES
  In August 1994, Hartford Life renewed a two year note purchase facility
  agreement which in certain instances obligates Hartford Life to purchase up to
  $100 million in collateralized notes from a third party.  Hartford Life is
  receiving fees for this commitment.  At December 31, 1995, Hartford Life had 
  not purchased any notes under this agreement.

  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 
  Hartford Life 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.  Hartford Life paid guaranty fund assessments of approximately
  $10, $8 and $6 in 1995, 1994, and 1993, respectively.

  Hartford Life 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 
  Hartford Life.

                                         F-17
<PAGE>


                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
   SCHEDULE I - SUMMARY OF INVESTMENTS (OTHER THAN INVESTMENTS IN AFFILIATES)
                             AS OF DECEMBER 31, 1995
                                  (IN MILLIONS)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------

                                                                                   FAIR          REPORTED ON
                                                                 COST              VALUE         BALANCE SHEET
                                                              --------------    -------------  -----------------
<S>                                                          <C>               <C>            <C>
FIXED MATURITIES
  Bonds
   U.S. Government and government agencies and authorities
    Guaranteed and sponsored                                           $502           $497           $497
    Guaranteed and sponsored - asset backed                           3,568          3,391         $3,391

   States, municipalities and political subdivisions                    201            202           $202
   International governments                                            291            306           $306
   Public utilities                                                     949            976           $976
   All other corporate                                                5,056          5,134         $5,134
   All other corporate - asset backed                                 3,065          3,086         $3,086
   Short-term investments                                               808            808           $808
                                                                 ----------      ---------      ---------
                                   TOTAL FIXED MATURITIES           $14,440        $14,400        $14,400


EQUITY SECURITIES
  Common stocks - industrial, miscellaneous and all other                61             63             63

                    TOTAL FIXED MATURITIES AND EQUITY SECURITIES    $14,501        $14,463        $14,463

POLICY LOANS                                                          3,381          3,381          3,381
MORTGAGE LOANS                                                          265            265            265
OTHER INVESTMENTS                                                       156            159            156
                                                                  ---------       --------        -------
                                   TOTAL INVESTMENTS                $18,303        $18,268        $18,265
                                                                  ---------       --------        -------
                                                                  ---------       --------        -------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
Fair value 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 loans carrying amounts approximate fair value.

                                     S-1

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   SCHEDULE III - SUPPLEMENTAL INSURANCE INFORMATION
                                    (in millions)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              Amort. of
                             Deferred    Future      Other      Premiums and       Net      Benefits, Claims   Deferred     Other
                              Policy     Policy   Policyholder      Other       Investment    and Claim Adj.    Policy    Insurance
                            Acq. Costs  Benefits     Funds      Considerations    Income         Expenses     Acq. Costs   Expenses
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                                   As of December 31, 1995                          Year ended December 31, 1995
<S>                         <C>         <C>       <C>           <C>             <C>         <C>               <C>         <C>

Individual Life and Annuity     $2,088      $706        $4,371            $514        $283              $277        $176       $108
Asset Management Services           87     1,169         8,942              51         683               722          23         68
Specialty Insurance
 Operations                         13       498         9,285             922         351               423           0        816
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                     TOTAL      $2,188    $2,373       $22,598          $1,487      $1,317            $1,422        $199       $992
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------

                                   As of December 31, 1994                          Year ended December 31, 1994

Individual Life and
 Annuity                        $1,708      $582        $4,257            $492        $199              $334        $137        $80
Asset Management Services          101       845        10,160              39         750               695           8         48
Specialty Insurance
 Operations                          0       463         6,911             569         350               376           0        518
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                     TOTAL      $1,809    $1,890       $21,328          $1,100      $1,299            $1,405        $145       $646
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------

                                   As of December 31, 1993                          Year ended December 31, 1993

Individual life and Annuity     $1,237      $428        $3,535            $423        $172              $249         $97       $120
Asset Management Services           97       703         9,026              35         759               662          16         45
Specialty Insurance
 Operations                          0       528         5,673             289         136               135           0        272
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                     TOTAL      $1,334    $1,659       $18,234            $747      $1,067            $1,046        $113       $437
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------

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

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

Benefits, claims and claims adjustment expenses include the increase in
liability for future policy benefits and death, disability and other contract
benefits payments.

Other insurance expenses are allocated to the division based upon specific
identification, where possible.

                                         S-2

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                              SCHEDULE IV - REINSURANCE
                                    (in millions)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   Percentage of 
                                        Gross       Ceded to          Assumed from        Net      Amount Assumed
                                       Amount    Other Companies     Other Companies     Amount     to Net Amount
                                      --------  -----------------   -----------------   --------  ----------------
<S>                                  <C>               <C>                   <C>       <C>                 <C>
YEAR ENDED DECEMBER 31, 1995

LIFE INSURANCE IN FORCE               $182,716           $112,774             $26,996    $96,938             27.8%

PREMIUMS AND OTHER CONSIDERATIONS
 Individual Life and Annuity              $549               $163                $122       $508             24.0%
 Asset Management Services                  51                  0                   0         51              0.0%
 Specialty Insurance Operations            632                162                 452        922             49.0%
                                           313                324                  17          6            283.3%
                                      --------  -----------------   -----------------   --------
                               TOTAL    $1,545               $649                $591     $1,487             39.7%
                                      --------  -----------------   -----------------   --------
                                      --------  -----------------   -----------------   --------

YEAR ENDED DECEMBER 31, 1994

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

PREMIUMS AND OTHER CONSIDERATIONS
 Individual Life and Annuity              $448                $71                $106       $483             21.9%
 Asset Management Services                  39                  0                   0         39              0.0%
 Specialty Insurance Operations            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
 Individual Life and Annuity              $417                $85                 $91       $423             21.5%
 Asset Management Services                  25                  0                   0         25              0.0%
 Specialty Insurance Operations            386                 97                   0        289              0.0%
 Accident and Health                       307                299                   2         10             20.0%
                                      --------  -----------------   -----------------   --------
                               TOTAL    $1,135               $481                 $93       $747             12.4%
                                      --------  -----------------   -----------------   --------
                                      --------  -----------------   -----------------   --------
 

</TABLE>

                                         S-3

<PAGE>

                       CONTENTS OF REGISTRATION STATEMENT


This Registration Statement comprises the following papers and documents:

     The facing sheet.

     The prospectus consisting of 44 pages.

     The undertaking to file reports.

     The Rule 484 undertaking.

     The signatures.

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

     (A1)   Resolution of Board of Directors of the Company is incorporated by
            reference to Post-Effective Amendment No. 2, to the Registration
            Statement File No. 33-83656, dated May 1, 1995.

     (A2)   Not applicable.

     (A3a)  Principal Underwriting Agreement is incorporated herein.

     (A3b)  Forms of Selling Agreements is incorporated herein.

     (A3c)  Not applicable.

     (A4)   Not applicable.

     (A5)   Form of Modified Single Premium Variable Life Insurance Policy is
            incorporated by reference as stated above.

     (A6a)  Charter of Hartford Life Insurance Company is incorporated herein.

     (A6b)  Bylaws of Hartford Life Insurance Company is incorporated herein.

     (A7)   Not applicable.

     (A8)   Not applicable.

     (A9)   Not applicable.

<PAGE>

     (A10)  Form of Application for Modified Single Premium Variable Life
            Insurance Policies is incorporated by reference as stated above.

     (A11)  Memorandum describing transfer and redemption procedures is
            incorporated by reference as stated above.

(2)  Opinion and consent of Lynda Godkin, Associate General Counsel is
     incorporated herein.

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

(4)  Not applicable.

(5)  Opinion and consent of Michael Winterfield, FSA, MAAA is incorporated
     herein.

(6)  Consent of Arthur Andersen LLP, Independent Certified Public Accountants
     is incorporated herein.

(7)  Opinion and consent of Counsel is incorporated by reference as Exhibit 2.

(8)  Opinion and consent of Actuary is incorporated by reference as Exhibit 5.

(9)  Power of Attorney is incorporate herein.

<PAGE>

                           UNDERTAKING TO FILE REPORTS

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

                         UNDERTAKING ON INDEMNIFICATION

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

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

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

<PAGE>

         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 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

<PAGE>

         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 or shareholders or directors, an agreement, or
         otherwise on or after October 1, 1982, shall be valid unless consistent
         with this section.  Notwithstanding the foregoing, the corporation may
         procure insurance providing greater indemnification and may share the
         premium cost with any shareholder, director, officer, employee, agent
         or eligible outside party on such basis as may be agreed upon.  The
         rights and remedies provided in this section shall be exclusive."

The registrant hereby undertakes that insofar as indemnification for liability
arising under the Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the registrant,  pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

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

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

                         By:  /S/ GREGORY A.  BOYKO
                              -----------------------------------------------
                              Gregory A.  Boyko, Vice President & Controller

         HARTFORD LIFE INSURANCE COMPANY (Depositor)

                         By:  /S/ GREGORY A.  BOYKO
                              -----------------------------------------------
                              Gregory A.  Boyko, Vice President & Controller

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

Donald R. Frahm, Chairman and
  Chief Executive Officer, Director *
Bruce D. Gardner, Vice President,
  Director *                                 *By: /S/ LYNDA GODKIN
Joseph H. Gareau, Executive Vice                  --------------------------
  President and Chief Investment                  Lynda Godkin
  Officer, Director *                             Attorney-in-Fact
John P. Ginnetti, Executive Vice
  President, Director *
Thomas M. Marra, Executive Vice              Dated: APRIL 15, 1996
  President, Director *                             ------------------------
Leonard E. Odell, Jr., Senior
  Vice President, Director *
Lowndes A. Smith, President,
  Chief Operating Officer,
  Director *
Raymond P. Welnicki, Senior Vice
  President, Director *
Lizabeth H. Zlatkus, Vice President
  Director *


<PAGE>

                                                                  [Exhibit 1A3a]
                         PRINCIPAL UNDERWRITER AGREEMENT

THIS AGREEMENT, dated as of the June 26, 1995, 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 SECURITIES
DISTRIBUTION COMPANY, INC. ("HSD"), 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 investment trust type investment company with the
Securities and Exchange Commission under the Investment Company Act of 1940
("1940 Act"), as amended, and which is designated Hartford Life Insurance
Company Separate Account Five (referred to as the "UIT"); and

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

    WHEREAS, HSD 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
Principal Underwriter Agreement.

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

                                       I.

                                  HSD'S DUTIES

1.  HSD, as successor principal underwriter to Hartford Equity Sales Company,
    Inc. 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.  HSD is
    responsible for compliance with all applicable requirements of the 1933
    Act, as amended, the Securities Exchange Act of 1934 ("1934 Act"), as
    amended, and the 1940 Act, 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 UIT.


<PAGE>

2.  HSD 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.

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

    As to the other types of sales materials, HSD 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.  HSD agrees that it or its duly designated agent shall maintain records of
    the name and address of, and the securities issued by the UIT and held by,
    every holder of any security issued pursuant to this Agreement, as required
    by the Section 26(a)(4) of the 1940 Act, as amended.

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

6.  In the absence of willful misfeasance, bad faith, gross negligence, or
    reckless disregard of its obligations and duties hereunder on the part of
    HSD, HSD 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 UIT reserves the right at any time to suspend or limit the public
    offering of the Policies upon 30 days' written notice to HSD, except where
    the notice period may be shortened because of legal action taken by any
    regulatory agency.

2.  The UIT agrees to advice HSD immediately:

    (a)   Of any request by the Securities and Exchange Commission for amendment
          of its 1933 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 1933 Act registration
          statement relating to units of interest issued with respect to the UIT
          or of the initiation of any proceedings for that purpose;

                                        9

<PAGE>

    (c)   Of the happening of any material event, if known, which makes untrue
          any statement in said 1933 Act registration statement or which
          requires a change therein in order to make any statement therein not
          misleading.

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

                                      III.

                                  COMPENSATION

In accordance with an Expense Reimbursement Agreement between HLIC and HSD, HSD
is obligated to reimburse HSD for all operating expenses associated with the
services provided on behalf of the UIT under this Principal Underwriter
Agreement.  No additional compensation is payable in excess of that required
under the Expense Reimbursement Agreement.

                                       IV.

                RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER

HSD may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to HLIC.  However, such resignation shall not become effective
until either the UIT 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 HSD - Hartford Securities Distribution Company, Inc., P.O.
               Box 2999, Hartford, Connecticut 06104.

                                       10

<PAGE>

    or to such other address as HSD or HLIC 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.

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 June 26, 1995 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 HSD; (2) shall immediately terminate in the event of its
           assignment and (3) may be terminated by HSD on 60 days' prior
           written notice to HLIC, but such termination will not be effective
           until HLIC shall have an agreement with one or more persons to act
           as successor principal underwriter of the Policies.  HSD hereby
           agrees that it will continue to act as successor principal
           underwriter until its successor or successors assume such
           undertaking.

                                       11

<PAGE>

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




                              BY:        /S/ THOMAS M. MARRA
                                      -----------------------------------
                                           Thomas M. Marra
                                        Senior Vice President



Attest:                       HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.




 /S/ LYNDA GODKIN              BY:       /S/ GEORGE JAY
- ---------------------------           -----------------------------------
Lynda Godkin                               George Jay
Secretary                                  Controller

<PAGE>

                             BROKER-DEALER SALES AND
                              SUPERVISION AGREEMENT

This Broker-Dealer Sales and Supervision Agreement ("Agreement")
dated ____________________ is made by and between Hartford Life Insurance
Company and ITT Hartford Life and Annuity Insurance Company (referred to
collectively as "Companies"), Hartford Securities Distribution Company, Inc.
("Distributor"), a broker-dealer registered with the Securities and Exchange
Commission ("SEC") under the Securities and Exchange Act of 1934 ("1934 Act")
and a member of the National Association of Securities Dealers, Inc. ("NASD")
and __________________________________, who is also a broker-dealer registered
with the SEC under the 1934 Act and a member of the NASD ("Broker-Dealer"), and
any and all undersigned insurance agency affiliates ("Affiliates") of Broker-
Dealer.

WHEREAS, Companies offer certain variable life insurance policies and variable
and modified guaranteed annuity contracts which are deemed to be securities
under the Securities Act of 1933 (the "Registered Products"); and

WHEREAS, Companies wish to appoint the Broker-Dealer and Affiliates as agents of
the Companies for the solicitation and procurement of applications for
Registered Products; and

WHEREAS, Distributor is the principal underwriter of the Registered Products;
and

WHEREAS, Distributor anticipates having registered representatives who are
associated with Broker-Dealer ("Registered Representatives"), who are NASD
registered and are duly licensed under applicable state insurance law and
appointed as life insurance agents of Companies solicit and sell the Registered
Products; and

WHEREAS, Distributor acknowledges that the Broker-Dealer will provide certain
supervisory and administrative services to Registered Representatives who are
associated with the Broker-Dealer in connection with the solicitation, service
and sale of the Registered Products; and

WHEREAS, Broker-Dealer agrees to provide the aforementioned supervisory services
to its Registered Representatives who have been appointed by the Companies to
sell the Registered Products.

NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree to the following:


I. APPOINTMENT OF THE BROKER-DEALER

   The Companies hereby appoint Broker-Dealer as an agent of the Companies for
   the solicitation and procurement of applications for the Registered Products
   offered by the Companies, as outlined in Exhibit A attached herein, in all
   states in which the Companies are authorized to do business and in which
   Broker-Dealer or any Affiliates are properly licensed.  Distributor hereby
   authorizes Broker-Dealer under the securities laws to supervise Registered
   Representatives in connection with the solicitation, service and sale of the
   Registered Products.

II.    AUTHORITY OF THE BROKER-DEALER

<PAGE>

   Broker-Dealer has the authority to represent Distributor and Companies only
   to the extent expressly granted in this Agreement.  Broker-Dealer and any
   Registered Representatives shall not hold themselves out to be employees of
   Companies or Distributor in any dealings with the public.  Broker-Dealer and
   any Registered Representatives shall be independent contractors as to
   Distributor or Companies.  Nothing contained herein is intended to create a
   relationship of employer and employee between Broker-Dealer and Distributor
   or Companies or between Registered Representatives and Distributor or
   Companies.

III.   BROKER-DEALER REPRESENTATION

   Broker-Dealer represents that it is a registered broker-dealer under the
   1934 Act, a member in good standing of the NASD, and is registered as a
   broker-dealer under state law to the extent necessary to perform the duties
   described in this Agreement.  Broker-Dealer represents that its Registered
   Representatives, who will be soliciting applications for the Registered
   Products, will be duly registered representatives associated with Broker-
   Dealer and that they will be representatives in good standing with
   accreditation as required by the NASD to sell the Registered Products.
   Broker-Dealer agrees to abide by all rules and regulations of the NASD,
   including its Rules of Fair Practice, and to comply with all applicable
   state and federal laws and the rules and regulations of authorized
   regulatory agencies affecting the sale of the Registered Products.

IV.    BROKER-DEALER OBLIGATIONS

   (a)     TRAINING AND SUPERVISION
           Broker-Dealer has full responsibility for the training and
           supervision of all Registered Representatives associated with
           Broker-Dealer and any other persons who are engaged directly or
           indirectly in the offer or sale of the Registered Products.  Broker-
           Dealer shall, during the term of this Agreement, establish and
           implement reasonable procedures for periodic inspection and
           supervision of sales practices of its Registered Representatives.

           If a Registered Representative ceases to be a Registered
           Representative of Broker-Dealer, is disqualified for continued
           registration or has their registration suspended by the NASD or
           otherwise fails to meet the rules and standards imposed by Broker-
           Dealer, Broker-Dealer shall immediately notify such Registered
           Representative that he or she is no longer authorized to solicit
           applications, on behalf of the Companies, for the sale of Registered
           Products.  Broker-Dealer shall immediately notify Distributor of
           such termination or suspension.

   (b)     SOLICITATION
           Broker-Dealer agrees to supervise its Registered Representatives so
           that they will only solicit applications in states where the
           Registered Products are approved for sale in accordance with
           applicable state and federal laws.  Broker-Dealer shall be notified
           by Companies or Distributor of the availability of the Registered
           Products in each state.

   (c)     NO CHURNING
           Broker-Dealer and any Registered Representatives shall not make any
           misrepresentation or incomplete comparison of products for the
           purpose of inducing a policyholder to lapse, forfeit or surrender
           its insurance in favor of purchasing a Registered Product.

   (d)     PROSPECTUS DELIVERY AND SUITABILITY REQUIREMENTS
           Broker-Dealer shall ensure that its Registered Representatives
           comply with the prospectus delivery requirements under the
           Securities Act of 1933.  In addition, Broker-Dealer shall ensure
           that its Registered Representatives shall not make recommendations
           to an applicant to purchase a Registered Product in the absence of
           reasonable grounds to believe that the


                                        2
<PAGE>


           purchase is suitable for such applicant, as outlined in the
           suitability requirements of the 1934 Act and the NASD Rules of Fair
           Practice.  Broker-Dealer shall  ensure that each application
           obtained by its Registered Representatives shall bear evidence of
           approval by one of its principals indicating that the application
           has been reviewed for suitability.


   (e)     PROMOTIONAL MATERIAL
           Broker-Dealer and its Registered Representatives are not authorized
           to provide any information or make any representation in connection
           with this Agreement or the solicitation of the Registered Products
           other than those contained in the prospectus or other promotional
           material produced or authorized by Companies or Distributor.

           Broker-Dealer agrees that if it develops any promotional material
           for sales, training, explanatory or other purposes in connection
           with the solicitation of applications for Registered Products,
           including generic advertising and/or training materials which may be
           used in connection with the sale of Registered Products, it will
           obtain the prior written consent of Distributor, and where
           appropriate, approval of Companies, such approval not to be
           unreasonably withheld.

   (f)     RECORD KEEPING
           Broker-Dealer is responsible for maintaining the records of its
           Registered Representatives.  Broker-Dealer shall maintain such other
           records as are required of it by applicable laws and regulations.
           The books, accounts and records maintained by Broker-Dealer that
           relate to the sale of the Registered Products, or dealings with the
           Companies, Distributor and/or Broker-Dealer shall be maintained so
           as to clearly and accurately disclose the nature and details of each
           transaction.

           Broker-Dealer acknowledges that all the records maintained by
           Broker-Dealer relating to the solicitation, service or sale of the
           Registered Products subject to this Agreement, including but not
           limited to applications, authorization cards, complaint files and
           suitability reviews, shall be available to Companies and Distributor
           upon request during normal business hours.  Companies and
           Distributor may retain copies of any such records which Companies
           and Distributor, in their discretion, deems necessary or desirable
           to keep.

   (g)     REFUND OF COMPENSATION
           Broker-Dealer agrees to repay Companies the total amount of any
           compensation which may have been paid to it within thirty (30)
           business days of notice of the request for such refund should
           Companies for any reason return any premium on a Registered Product
           which was solicited by a Registered Representative of Broker-Dealer.


   (h)     PREMIUM COLLECTION
           Broker-Dealer only has the authority to collect initial premiums
           unless specifically set forth in the applicable commission schedule.
           Unless previously authorized by Distributor, neither Broker-Dealer
           nor any of its Registered Representatives shall have any right to
           withhold or deduct any part of any premium it shall receive for
           purposes of payment of commission or otherwise.



V. COMPANIES AND/OR DISTRIBUTOR OBLIGATIONS

   (a)     PROSPECTUS/PROMOTIONAL MATERIAL
           Companies and/or Distributor will provide Broker-Dealer with
           reasonable quantities of the currently effective prospectus for the
           Registered Products and appropriate sales promotional


                                        3
<PAGE>


           material which has been filed with the NASD, and applicable state
           insurance departments.

   (b)     COMPENSATION
           Distributor will pay Broker-Dealer as full compensation for all
           services rendered by Broker-Dealer under this Agreement, commissions
           and/or service fees in the amounts, in the manner and for the period
           of time as set forth in the Commission Schedules attached to this
           Agreement or subsequently made a part hereof, and which are in
           effect at the time such Registered Products are sold.  The manner of
           commission payments (I.E. fronted or trail) is not subject to change
           after the effective date of a contract for which the compensation is
           payable.

           Distributor or Companies may change the Commission Schedules
           attached to this Agreement at any time.  Such change shall become
           effective only when Distributor or Companies provide the Broker-
           Dealer with written notice of the change.  No such change shall
           affect any contracts issued upon applications received by Companies
           at Companies' Home Office prior to the effective date of such
           change.

           Distributor agrees to identify to Broker-Dealer for each such
           payment, the name of the Registered Representative of Broker-Dealer
           who solicited each contract covered by the payment.  Distributor
           will not compensate Broker-Dealer for any Registered Product which
           is tendered for redemption after acceptance of the application.  Any
           chargebacks will be assessed against the Broker-Dealer of record at
           the time of the redemption.

           Distributor will only compensate Broker-Dealer or Affiliates, as
           outlined below, for those applications accepted by Companies, and
           only after receipt by Companies at Companies' Home Office or at such
           other location as Companies may designate from time to time for its
           various lines of business, of the required premium and compliance by
           Broker-Dealer with any outstanding contract and prospectus delivery
           requirements.

           In the event that this Agreement terminates for fraudulent
           activities or due to a material breach by the Broker-Dealer,
           Distributor will only pay to Broker-Dealer or Affiliate commissions
           or other compensation earned prior to discovery of events requiring
           termination. No further commissions or other compensation shall
           thereafter be payable.

   (c)     COMPENSATION PAYABLE TO AFFILIATES
           If Broker-Dealer is unable to comply with state licensing
           requirements because of a legal impediment which prohibits a non-
           domiciliary corporation from becoming a licensed insurance agency or
           prohibits non-resident ownership of a licensed insurance agency,
           Distributor agrees to pay compensation to Broker-Dealer's
           contractually affiliated insurance agency, a wholly-owned life
           agency affiliate of Broker-Dealer, or a Registered Representative or
           principal of Broker-Dealer who is properly state licensed.  As
           appropriate, any reference in this Agreement to Broker-Dealer shall
           apply equally to such Affiliate. Distributor agrees to pay
           compensation to an Affiliate subject to Affiliates agreement to
           comply with the requirements of Exhibit B, attached hereto.


 VI.   TERMINATION

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

   (b)     Such notice of termination shall be mailed to the last known address
           of Broker-Dealer appearing on Companies' records, or in the event of
           termination by Broker-Dealer, to the Home Office of Companies at
           P.O. Box 2999, Hartford, Connecticut 06104-2999.


                                        4
<PAGE>


   (c)     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.

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

       (1) Upon the bankruptcy or dissolution of Broker-Dealer.

       (2) When and if Broker-Dealer commits fraud or gross negligence in the
           performance of any duties imposed upon Broker-Dealer by this
           Agreement or wrongfully withholds or misappropriates, for Broker-
           Dealer's own use, funds of Companies, its policyholders or
           applicants.

       (3) When and if Broker-Dealer materially breaches this Agreement or
           materially violates state insurance or Federal securities laws and
           administrative regulations of a state in which Broker-Dealer
           transacts business.

       (4) When and if Broker-Dealer fails to obtain renewal of a necessary
           license in any jurisdiction, but only as to that jurisdiction.

   (e)     The parties agree that on termination of this Agreement, any
           outstanding indebtedness to Companies shall become immediately due
           and payable.

VII.   GENERAL PROVISIONS

   (a)     COMPLAINTS AND INVESTIGATIONS
           Broker-Dealer shall cooperate with Distributor and Companies in the
           investigation and settlement of all complaints or claims against
           Broker-Dealer and/or Distributor or Companies relating to the
           solicitation or sale of the Registered Products under this
           Agreement.  Broker-Dealer, Distributor and Companies each shall
           promptly forward to the other any complaint, notice of claim or
           other relevant information which may come into either one's
           possession.  Broker-Dealer, Distributor and Companies agree to
           cooperate fully in any investigation or proceeding in order to
           ascertain whether Broker-Dealer's, Distributor's or Companies'
           procedures with respect to solicitation or servicing is consistent
           with any applicable law or regulation.

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


   (b)     WAIVER
           The failure of Distributor or Companies to enforce any provisions of
           this Agreement shall not constitute a waiver of any such provision.
           The past waiver of a provision by Distributor or Companies shall not
           constitute a course of conduct or a waiver in the future of that
           same provision.

   (c)     INDEMNIFICATION
           Broker-Dealer shall indemnify and hold Distributor and Companies
           harmless from any liability, loss or expense sustained by Companies
           or the Distributor (including reasonable attorney fees) on account
           of any acts or omissions by Broker-Dealer or persons employed or
           appointed by Broker-Dealer, except to the extent Companies' or
           Distributor's acts or omissions caused such

           

                                        5
<PAGE>


           liability.

           Indemnification by Broker-Dealer is subject to the conditions that
           Distributor or Companies promptly notify Broker-Dealer of any claim
           or suit made against Distributor or Companies, and that Distributor
           or Companies allow Broker-Dealer to make such investigation,
           settlement, or defense thereof as Broker-Dealer deems prudent.

           Broker-Dealer expressly authorizes Companies to charge against all
           compensation due or to become due to Broker-Dealer under this
           Agreement any monies paid or liabilities incurred by Companies under
           this Indemnification provision.

           Distributor and Companies shall indemnify and hold Broker-Dealer
           harmless from any liability, loss or expense sustained by the
           Broker-Dealer (including reasonable attorney fees) on account of any
           acts or omissions by Distributor or Companies, except to the extent
           Broker-Dealer's acts or omissions caused such liability.

           Indemnification by Distributor or Companies is subject to the
           condition that Broker-Dealer promptly notify Distributor or
           Companies of any claim or suit made against Broker-Dealer, and that
           Broker-Dealer allow Distributor or Companies to make such
           investigation, settlement, or defense thereof as Distributor or
           Companies deems prudent.

   (d)     ASSIGNMENT
           No assignment of this Agreement, or commissions payable hereunder,
           shall be valid unless authorized in writing by Distributor.  Every
           assignment shall be subject to any indebtedness and obligation of
           Broker-Dealer that may be due or become due to Companies and any
           applicable state insurance regulations pertaining to such
           assignments.

   (e)     OFFSET
           Companies may at any time deduct, from any monies due under this
           Agreement, every indebtedness or obligation of Broker-Dealer to
           Companies or to any of its affiliates.

   (f)     CONFIDENTIALITY
           Companies, Distributor and Broker-Dealer agree that all facts or
           information received by any party related to a contract owner shall
           remain confidential, unless such facts or information is required to
           be disclosed by any regulatory authority or court of competent
           jurisdiction.

   (g)     PRIOR AGREEMENTS
           This Agreement terminates all previous agreements, if any, between
           Companies, Distributor and Broker-Dealer.  However, the execution of
           this Agreement shall not affect any obligations which have already
           accrued under any prior agreement.

   (h)     CHOICE OF LAW
           This Agreement shall be governed by and construed in accordance with
           the laws of the State of Connecticut.

By executing this Broker-Dealer Sales and Supervision Agreement Specifications
Page, Broker-Dealer acknowledges that it has read this Agreement in its entirety
and is in agreement with the terms and conditions outlining the rights of
Distributor, Companies and Broker-Dealer and Affiliates under this Agreement.

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement to be
effective as set forth above, upon the later of the execution date below or
approval of Distributor's registration by all appropriate state securities
commissions.


                                        6
<PAGE>


BROKER-DEALER                 HARTFORD SECURITIES DISTRIBUTION
                              COMPANY INC.

By:                           By:


Title:                        Title:


Date:                         Date:


AFFILIATE (IF APPLICABLE)     HARTFORD LIFE INSURANCE COMPANY

By:                           By:


Title:                        Title:


Date:                         Date:


                              ITT HARTFORD LIFE AND ANNUITY
                              INSURANCE COMPANY

                              By:


                              Title:


                              Date:


                                        7
<PAGE>


                                    EXHIBIT B

In accordance with Section V.(c) of the Broker-Dealer-Dealer Sales and
Supervision Agreement, no compensation is payable unless Broker-Dealer and
Registered Representative have first complied with all applicable state
insurance laws, rules and regulations.  Distributor must ensure that any Broker-
Dealer with whom Distributor intends to enter into an Agreement and any
Registered Representatives meet the licensing and registration requirements of
the state(s) Broker-Dealer operates in and the NASD.

Companies are required by the Insurance Department in all 50 states to pay
compensation only to individuals and entities that are properly insurance
licensed and appointed.  For registered products, Distributor must also comply
with NASD regulations that require Distributor to pay compensation to an NASD
registered Broker-Dealer.  Distributor must comply with both state and NASD
requirements.

Distributor requires confirmation that Broker-Dealer holds current state
insurance licenses or markets insurance products through a contractual affiliate
or wholly owned life agency, which is properly insurance licensed.  If Broker-
Dealer is properly state licensed then compensation may be paid to Broker-Dealer
in compliance with both state and NASD requirements.

If Broker-Dealer is not state insurance licensed and relies on the licensing of
a contractual affiliate or wholly owned life agency, the SEC has issued a number
of letters indicating that, under specific limited circumstances, it will take
"no action" against insurers (Distributor) paying compensation on registered
products to Broker-Dealer's contractual affiliate or wholly owned life agency.
At the request of Broker-Dealer, Distributor will provide copies of several of
these letters as well as a summary of their requirements.

If Broker-Dealer intends to rely on one of these "no-action" letters, legal
counsel for Broker-Dealer must confirm to Distributor in writing that all of the
circumstances of any one of the SEC no-action letters are applicable.  Broker-
Dealer's counsel must summarize each point upon which the no-action relief was
granted and represent that Broker-Dealer's method of operation is identical or
meets the same criteria.  Broker-Dealer's counsel must also confirm that, to the
best of counsel's knowledge, the SEC has not rescinded or modified its no-action
position since the letter was released.

The Broker-Dealer Sales and Supervision Agreement will not be finalized and no
new applications for registered products will be accepted or no new compensation
will be payable unless the appropriate proof of state licensing or no-action
relief is confirmed.  In addition to a letter from Broker-Dealer's counsel,
copies of the following documentation is required:

     --   life insurance licenses for all states in which Broker-Dealer holds
          these licenses and intends to operate and/or;

     --   life insurance licenses for any contractual affiliate or wholly owned
          life agency; and

     --   the SEC No-Action Letter that will be relied upon.


If you have any questions regarding these matters, please contact your Life
Licensing and Contracting representative.


                                        8



<PAGE>

                                Exhibit 1A6a

CERTIFICATE
PENDING OR RESTATING CERTIFICATE
OF INCORPORATION   BY ACTION OF / / INCORPORATORS   / / BOARD OF    /X/ 
BOARD OF DIRECTORS   / / BOARD OF DIRECTORS
                            DIRECTORS       AND SHAREHOLDERS         AND
MEMBERS
                                  (Stock Corporation)    (Nonstock Corporation)


                                             _________________________
                                               For office use only

                                             _________________________
                STATE OF CONNECTICUT                           ACCOUNT NO
               SECRETARY OF THE STATE                                        
_________________________
                                              INITIALS
                                             _________________________

- --------------------------------------------------------------------------------
- ---------------
- --------------------------------------------------------------------------------
- ---------------
1. NAME OF CORPORATION                                           DATE

  Hartford Life Insurance Company                              August 2, 1984
- --------------------------------------------------------------------------------
- ---------------
                                     B. AMENDED
2. The Certificate of incorporation is /X/ A. AMENDED ONLY  / / AND RESTATED   
/ / C. RESTATED ONLY by the following resolution


            RESOLVED, That Section 3 of the Corporation's Restated Certificate
            of Incorporation be amended to read as follows:

               "Section 3. The capital with which the Corporation shall
               commence business shall be an amount not less than one
               thousand dollars ($1,000). The authorized capital shall be
               five million six hundred and ninety thousand dollars
               ($5,690,000) divided into one thousand (1,000) shares of
               common capital stock with a par value of five thousand six
               hundred and ninety dollars ($5,690) each."





3. (Omit if 2.A is checked.)
   (a) The above resolution merely restates and does not change the provisions 
      of the original Certificate of Incorporation as supplemented and amended
      to date, except as follows:
      (Indicate amendments made, if any, if none, so indicate)




   (b) Other than as indicated in Par. 3(a), there is no discrepancy between the
      provisions of the original Certificate of Incorporation as supplemented to
      date, and the provisions of this Certificate Restating the Certificate of
      Incorporation.

- --------------------------------------------------------------------------------
- ---------------
- --------------------------------------------------------------------------------
- ---------------
BY ACTION
OF
INCORPORATORS
  / / 4. The above resolution was adopted by vote of at least two-thirds of the
incorporators before the
         organization meeting of the corporation, and approved in writing by all
subscribers (if any) for
         shares of the corporation, (or if nonstock corporation, by all
applicants for membership entitled
         to vote, if any.)

  We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement that
  the statements made in the foregoing certificate are true.
- --------------------------------------------------------------------------------
- ---------------
  SIGNED                           SIGNED                            SIGNED

- --------------------------------------------------------------------------------
- ----------------
                                      APPROVED
    (All subscribers, or, if nonstock corporation, all applicants for membership
entitled to vote, if none, so indicate)
- --------------------------------------------------------------------------------
- ---------------
  SIGNED                           SIGNED                            SIGNED


<PAGE>
                                        77

                                    (Continued)

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

   / / 4. (Omit if 2C is checked.) The above resolution was adopted by the board
of directors acting alone,
   / / there being no shareholders or subscribers.              / / the board of
directors being so authorized
                              pursuant to Section 33-341, Conn. G.S. as amended
   / / the corporation being a nonstock corporation and having no members
       and no applicants for membership entitled to vote on such resolution.
- --------------------------------------------------------------------------------
- ---------------
 5. The number of affirmative votes          6. The number of directors' votes
    required to adopt such resolution is:      in favor of the resolution was:
- --------------------------------------------------------------------------------
- ---------------
 We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.
- --------------------------------------------------------------------------------
- ---------------
 NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)           NAME OF SECRETARY
OR ASSISTANT SECRETARY (Print or Type)

- --------------------------------------------------------------------------------
- ---------------
 SIGNED (President or Vice President)          SIGNED (Secretary or Assistant
Secretary)

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

 /X/  4. The above resolution was adopted by the board of directors and by
shareholders.

 5. Vote of shareholders:

 (a) (Use if no shares are required to be voted as a class.)
- --------------------------------------------------------------------------------
- -------------------------------------------------
 NUMBER OF SHARES ENTITLED TO VOTE   TOTAL VOTING POWER     VOTE 
REQUIRED FOR ADOPTION      VOTE FAVORING ADOPTION
   400 440           400             267 294         400
- --------------------------------------------------------------------------------
- ---------------
    (b) (If the shares of any class are entitled to vote as a class, indicate
the designation and number of outstanding shares of
        each such class, the voting power thereof, and the vote of each such
class for the amendment resolution.)






   We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.
- --------------------------------------------------------------------------------
- ---------------
   NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)
Howard N. Bennett (Sr. Vice President)
NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)
Robert C. Fischer (Secretary)
- --------------------------------------------------------------------------------
- ---------------
   SIGNED (President or Vice President)         SIGNED (Secretary or Assistant
Secretary)
      /s/ Howard N. Bennett                  /s/ Robert C. Fischer
- --------------------------------------------------------------------------------
- ---------------
  / /  4. The above resolution was adopted by the board of directors and by
members.

  5.  Vote of members:

  (a) (Use if no members are required to vote as a class.)
- --------------------------------------------------------------------------------
- ---------------
   NUMBER OF MEMBERS VOTING          TOTAL VOTING POWER         VOTE REQUIRED
FOR ADOPTION         VOTE FAVORING ADOPTION

- --------------------------------------------------------------------------------
- ---------------
  (b) (If the members of any class are entitled to vote as a class indicate the
designator and number of members of each such
      class, the voting power thereof, and the vote of each such class for the
amendment resolution.)



   We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true
- --------------------------------------------------------------------------------
- ---------------
  NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)              NAME OF
SECRETARY OR ASSISTANT SECRETARY (Print or Type)

- --------------------------------------------------------------------------------
- ---------------
  SIGNED (President or Vice President)         SIGNED (Secretary or Assistant
Secretary)

- --------------------------------------------------------------------------------
- ---------------
- --------------------------------------------------------------------------------
- ---------------
                                    FILING FEE              CERTIFICATION FEE  
TOTAL FEES
                                    $30-               $27-              $57-
                                                       
- -------------------------------------------------------------------------
           FILED                            SIGNED (For Secretary of the State)
   STATE OF CONNECTICUT
                                                       
- -------------------------------------------------------------------------
       AUG - 3 1984                                CERTIFIED COPY SENT ON (Date)
INITIALS
                                                       8/6/84

- -------------------------------------------------------------------------
 SECRETARY OF THE STATE                                    TO

                                                       
- -------------------------------------------------------------------------
  By          Time 3:00 P.M.              CARD         LIST          PROOF
    ------         ---------                               
 

<PAGE>
   
                                                             Exhibit 1 (a)(6)(b)
    

                                     By-Laws

                                     of the


                         HARTFORD LIFE INSURANCE COMPANY


                             As passed and effective

                                February 13, 1978

                                 and amended on

                                  July 13, 1978

                                 January 5, 1979

                                       and

                                February 19, 1984

<PAGE>

                                    ARTICLE I


                               Name - Home Office


          Section 1.  This corporation shall be named HARTFORD LIFE INSURANCE
COMPANY.

          Section 2.  The principal place of business and Home Office shall be
in the City of Hartford, Connecticut.


                                   ARTICLE II


     Stockholders' Meetings - Notice - Quorum - Right to Vote


          Section 1.  All meetings of the Stockholders shall be held at the
principal business office of the Company unless the Directors shall otherwise
provide and direct.

          Section 2.  The annual meeting of the Stockholders shall be held on
such day and at such hour as the Board of Directors may decide.  For cause the
Board of Directors may postpone or adjourn such annual meeting to any other time
during the year.

          Section 3.  Special meetings of the Stockholders may be called by the
Board of Directors, the Executive Committee, the Chairman of the Board, the
President or any Vice President.

          Section 4.  Notice of Stockholders' meetings shall be mailed to each
Stockholder, at his address as it  appears on the records of the Company, at
least seven days prior to the meeting.  The notice shall state the place, date
and time of the meeting and shall specify all matters proposed to be acted upon
at the meeting.

          Section 5.  At each annual meeting the Stockholders choose Directors
as hereinafter provided.

          Section 6.  Each Stockholder shall be entitled to one vote for each
share of stock held by him at all meetings of the Company.  Proxies may be
authorized by written power of attorney.

          Section 7.  Holders of one-half of the whole amount of the stock
issued and outstanding shall constitute a quorum.

<PAGE>
                                      - 2 -


          Section 8.  Each Stockholder shall be entitled to a certificate of
stock which shall be signed by the President or a Vice President, and either the
Treasurer or an Assistant Treasurer of the Company, and shall bear the seal of
the Company, but such signatures and seal may be facsimile if permitted by the
laws of the State of Connecticut.


                                   ARTICLE III


                          Directors - Meetings - Quorum


          Section 1.  The property, business and affairs of the Company shall be
managed by a board of not less than three nor more than twenty Directors, who
shall be chosen by ballot at each annual meeting.  Vacancies occurring between
annual meetings may be filled by the Board of Directors by election.  Each
Director shall hold office until the next annual meeting of Stockholders and
until his successor is chosen and qualified.

          Section 2.  Meetings of the Board of Directors may be called by the
direction of the Chairman of the Board, the President, or any three Directors.

          Section 3.  Three days' notice of meetings of the Board of Directors
shall be given to each Director, either personally or by mail or telegraph, at
his residence or usual place of business, but notice may be waived, at any time,
in writing.

          Section 4.  One third of the number of existing directorships, but not
less than two Directors, shall constitute a quorum.


                                   ARTICLE IV


                    Election of Officers - Duties of Board of
                        Directors and Executive Committee



          Section 1.  The President shall be elected by the Board of Directors.
The Board of Directors may also elect one of its members to serve as Chairman of
the Board of Directors.  The Chairman of the Board, or an individual appointed
by him, shall have authority to appoint all other officers, except as stated
herein, including one or more Vice Presidents and Assistant Vice Presidents, the
Treasurer

<PAGE>

and one or more Associate or Assistant Treasurers, one or more Secretaries and
Assistant Secretaries and such other Officers as the Chairman of the Board may
from time to time designate.  All Officers of the Company shall hold office 
during the pleasure of the Board of Directors.  The Directors may require any 
Officer of the Company to give security for the faithful performance of his 
duties.

          Section 2.  The Directors may fill any vacancy among the officers by
election for the unexpired term.

          Section 3.  The Board of Directors may appoint from its own number an
Executive Committee of not less than five Directors.  The Executive Committee
may exercise all powers vested in and conferred upon the Board of Directors at
any time when the Board is not in session.  A majority of the members of said
Committee shall constitute a quorum.

          Section 4.  Meetings of the Executive Committee shall be called
whenever the Chairman of the Board, the President or a majority of its members
shall request.  Forty-eight hours' notice shall be given of meetings but notice
may be waived, at any time, in writing.

          Section 5.  The Board of Directors shall annually appoint from its own
number a Finance Committee of not less than three Directors, whose duties shall
be as hereinafter provided.

          Section 6.  The Board of Directors may, at any time, appoint such
other Committees, not necessarily from its own number,  as it may deem necessary
for the proper conduct of the business of the Company, which Committees shall
have only such powers and duties as are specifically assigned to them by the
Board of Directors or the Executive Committee.

          Section 7.  The Board of Directors may make contributions, in such
amounts as it determines to be reasonable, for public welfare or for charitable,
scientific or educational purposes, subject to the limits and restrictions
imposed by law and to such rules and regulations consistent with law as it
makes.

                                    ARTICLE V


                                    Officers


                              Chairman of the Board

          Section 1.  The Chairman of the Board shall preside at the meetings of
the Board of Directors and the Executive Committee and, in the absence of the
Chairman of the Finance Committee, at the meetings of the Finance Committee.  In
the absence or inability of the Chairman of the Board to so preside, the
President shall preside in his place.

<PAGE>

                                    President

          Section 2.  The President, under the supervision and control of the
Chairman of the Board, shall have general charge and oversight of the business
and affairs of the Company.  The President shall preside at the meetings of the
Stockholders.  He shall be a member of and shall preside at all meetings of all
Committees not referred to in Section 1 of this ARTICLE except that he may
designate a Chairman for each such other Committee.

          Section 3.  In the absence or inability of the President to perform
his duties, the Chairman of the Board may designate a Vice President to exercise
the powers and perform the duties of the President during such absence or
inability.

                                    Secretary

          Section 4.  The Secretary of the Corporation shall keep a record of
all the meetings of the Company, of the Board of Directors and of the Executive
Committee, and he shall discharge all other duties specifically required of the
Secretary by law.  The other Secretaries and Assistant Secretaries shall perform
such duties as may be assigned to them by the Board of Directors or by their
senior officers and any Secretary or Assistant Secretary may affix the seal of
the Company and attest it and the signature of any officer to any and all
instruments.

                                    Treasurer

          Section 5.  The Treasurer shall keep, or cause to be kept, full and
accurate accounts of the Company.  He shall see that the funds of the Company
are disbursed as may be ordered by the Board of Directors or the Finance
Committee.  He shall have charge of all moneys paid to the Company and on
deposit to the credit of the Company or in any other properly authorized name,
in such banks or depositories as may be designated in a manner provided by these
by-laws.  He shall also discharge all other duties that may be required of him
by law.

                                 Other Officers

          Section 6.  The other officers shall perform such duties as may be
assigned to them by the President or the Board of Directors.

<PAGE>

                                      - 5 -


                                   ARTICLE VI


                                Finance Committee


          Section 1. If a Finance Committee is established it shall be the duty
of that committee to supervise the investment of the funds of the Company in
securities in which insurance companies are permitted by law to invest, and all
other matters connected with the management of investments.  If no Finance
Committee is established this duty shall be performed by the Board of Directors.

          Section 2.  All loans or purchases for the investment and reinvestment
of the funds of the Company shall be submitted for approval to the Finance
Committee, if not specifically approved by the Board of Directors.

          Section 3.  Sale or transfer of any stocks or bonds shall be made upon
authorization of the Finance Committee unless specifically authorized by the
Board of Directors.

          Section 4.  Transfers of stock and registered bonds, deeds, leases,
releases, sales, mortgages chattle or real, assignments or partial releases of
mortgages chattel or real, and in general all instruments of defeasance of
property and all agreements or contracts affecting the same, except discharges
of mortgages and entries to foreclose the same as hereinafter provided, shall be
authorized by the Finance Committee or the Board of Directors, and be executed
jointly for the Company by two persons, to wit:  The Chairman of the Board, the
President or a Vice President, and a Secretary, the Treasurer or an Assistant
Treasurer, but may be acknowledged and delivered by either one of those
executing the instrument; provided, however, that either a Secretary, the
Treasurer, or an Assistant Treasurer alone, when authorized as aforesaid, or any
person specially authorized by the Finance Committee as attorney for the
Company, may make entry to foreclose any mortgage, and a Secretary, the
Treasurer or an Assistant Treasurer alone is authorized, without the necessity
of further authority, to discharge by deed or otherwise any mortgage on payment
to the Company of the principal, interest and all charges due.

          Section 5.  The Finance Committee may fix times and places for regular
meetings.  No notice of regular meetings shall be necessary.  Reasonable notice
shall be given of special meetings but the action of a majority of the Finance
Committee at any meeting shall be valid notwithstanding any defect in the notice
of such meeting.

<PAGE>

                                     - 6 -

          Section 6.  In the absence of specific authorization from the Board of
Directors or the Finance Committee, the Chairman of the Board, the President, a
Vice President or the Treasurer shall have the power to vote or execute proxies
for voting any shares held by the Company.

                                   ARTICLE VII


                                      Funds


          Section 1.  All monies belonging to the Company shall be deposited to
the credit of the Company, or in such other name as the Finance Committee, the
Chairman of the Finance Committee or such executive officers as are designated
by the Board of Directors shall direct, in such bank or banks as may be
designated from time to time by the Finance Committee, the Chairman of the
Finance Committee, or by such executive officers as are designated by the Board
of Directors.  Such monies shall be drawn only on checks or drafts signed by any
two executive officers of the Company, provided that the Board of Directors may
authorize the withdrawal of such monies by check or draft signed with the
facsimile signature of any one or more executive officers, and provided further,
that the Finance Committee may authorize such alternative methods of withdrawals
as it deems proper.

          The Board of Directors, the President, the Chairman of the Finance
Committee, a Vice President, or such executive officers as are designated by the
Board of Directors may authorize withdrawal of funds by checks or drafts drawn
at offices of the Company to be signed by Managers, General Agents or employees
of the Company, provided that all such checks or drafts shall be signed by two
such authorized persons, except checks or drafts used for the payment of
claims or losses which need be signed by only one such authorized person, and
provided further that the Board of Directors of the Company or executive 
officers designated by the Board of Directors may impose such limitations or
restrictions upon the withdrawal of such funds as it deems proper.

<PAGE>

                                      - 7 -

                                  ARTICLE VIII


                       Indemnity of Directors and Officers


          Section 1.  The Company shall indemnify and hold harmless each
Director and officer now or hereafter serving the Company, whether or not then
in office, from and against any and all claims and liabilities to which  he may
be or become subject by reason of his being or having been a Director or officer
of the Company, or of any other company which he serves as a Director or officer
at the request of the Company, to the extent such is consistent with the 
statutory provisions pertaining to indemnification, and shall provide such 
further indemnification for legal and/or all other expenses reasonably incurred
in connection with defending against such claims and liabilities as is 
consistent with statutory requirements.


                                   ARTICLE IX


                               Amendment of ByLaws


          Section 1.  The Directors shall have power to adopt, amend and repeal
such bylaws as may be deemed necessary or appropriate for the management of the
property and affairs of the Company.

          Section 2.  The Stockholders at any annual or special meeting may
amend or repeal these bylaws or adopt new ones if the notice of such meeting
contains a statement of the proposed alteration, amendment, repeal or adoption,
or the substance thereof.
 

<PAGE>

                                                                     [Exhibit 2]


March 15, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:  SEPARATE ACCOUNT FIVE ("SEPARATE ACCOUNT")
     HARTFORD LIFE INSURANCE COMPANY ("COMPANY")
     FILE NO. 33-83656

Dear Sir/Madam:

In my capacity as Associate General Counsel of the Company, I have supervised
the establishment of the Separate Account by the Board of Directors of the
Company as a separate account for assets applicable to Policies offered by the
Company pursuant to Connecticut law.  I have participated in the preparation of
the registration statement for the Separate Account on Form S-6 under the
Securities Act of 1933 and the Investment Company Act of 1940 with respect to
the Policies.

I am of the following opinion:

1.   The Separate Account is a separate account of the Company validly existing
     pursuant to Connecticut law and the regulations issued thereunder.

2.   The assets held in the Separate Account are not chargeable with liabilities
     arising out of any other business the Company may conduct.

3.   The Policies are legally issued and represent binding obligations of the
     Company.

In arriving at the foregoing opinion, I have made such examination of the law
and examined such records and other documents as in my opinion as are necessary
or appropriate.

I hereby consent to the filing of this opinion as an exhibit to the registration
statement under the Securities Act of 1933.

Sincerely,

/s/ Lynda Godkin

Lynda Godkin
Associate General Counsel & Secretary

<PAGE>

                                                                     [Exhibit 5]


March 1, 1996



Securities and Exchange Commission
450 Fifth Street, 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 ("Securities Act"), of a certain modified
single premium variable life insurance policy (the "Policy") that will be
offered and sold by Hartford Life Insurance Company and certain units of
interest to be issued in connection with the Policy.

The hypothetical illustrations of the Policy used in this Registration Statement
accurately reflect reasonable estimates of projected performance of the Policy
under the stipulated rates of investment return, the contractual expense
deductions and guaranteed cost-of-insurance rates, and utilizing a reasonable
estimation for expected fund operating expenses.

I hereby consent to the use of this opinion as an exhibit to the 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/ Michael Winterfield

Michael Winterfield, FSA, MAAA
Director Individual Annuity Inforce Management


<PAGE>

                          ARTHUR ANDERSEN LLP


              CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
              -----------------------------------------

As independent public accountants, we hereby consent to the use of our 
reports (and to all references to our Firm) included in or made a part of 
this Registration Statement File No. 33-83656 for Hartford Life Insurance 
Company Separate Account Five on Form S-6.

                                              /s/ Arthur Andersen LLP

Hartford, Connecticut
April 24, 1996





<PAGE>

                                                                       Exhibit 9

                      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

do hereby jointly and severally authorize Lynda Godkin and/or Scott K.
Richardson to sign as their agent, any Registration Statement, pre-effective
amendment, post-effective amendment and any application for exemptive relief of
the Hartford Life Insurance Company, Inc. and Hartford Life and Accident
Insurance Company, Inc. under the Securities Act of 1933 and/or the Investment
Company Act of 1940.

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

   /s/ Donald R. Frahm                       Dated:   10/19/95               
- -----------------------------------                 ---------------------
      Donald R. Frahm

   /s/ Bruce D. Gardner                      Dated:   10/19/95          
- -----------------------------------                 ---------------------
      Bruce D. Gardner 

 /s/ Joseph H. Gareau                        Dated:   10/19/95         
- -----------------------------------                 ---------------------
      Joseph H. Gareau

 /s/ John P. Ginnetti                        Dated:   10/26/95
- -----------------------------------                 ---------------------
      John P. Ginnetti
   
 /s/ Thomas M. Marra                         Dated:   10/19/95        
- -----------------------------------                 ---------------------
      Thomas M. Marra  

 /s/ Leonard E. Odell, Jr.                   Dated:   10/20/95
- -----------------------------------                 ---------------------
      Leonard E. Odell, Jr. 

 /s/ Lowndes A. Smith                        Dated:   10/19/95  
- -----------------------------------                 ---------------------
      Lowndes A. Smith 

<PAGE>

 /s/ Raymond P. Welnicki                     Dated:   10/24/95
- -----------------------------------                 ---------------------
      Raymond P. Welnicki

 /s/ Lizabeth H. Zlatkus                     Dated:   10/20/95
- -----------------------------------                 ---------------------
      Lizabeth H. Zlatkus
 

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       55,804,578
<INVESTMENTS-AT-VALUE>                      58,898,542
<RECEIVABLES>                                3,310,372
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              73,125,814
<PAYABLE-FOR-SECURITIES>                     3,308,280
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                          3,308,280
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                89,817,624
<DIVIDEND-INCOME>                              529,650
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                   1,585
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                        621,656
<REALIZED-GAINS-CURRENT>                         (181)
<APPREC-INCREASE-CURRENT>                    2,811,956
<NET-CHANGE-FROM-OPS>                        3,456,120
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      60,417,624
<ACCUMULATED-NII-PRIOR>                              0
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