SEPARATE ACCOUNT FIVE OF HARTFORD LIFE INSURANCE CO
485BPOS, 1997-04-15
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<PAGE>

   
    As filed with the Securities and Exchange Commission on April 15, 1997
    

   
                                                           File No. 33-83654
    

   
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
    

   
                         POST-EFFECTIVE AMENDMENT NO. 4
                                   TO FORM S-6
    

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

A.   Exact name of trust:  Separate Account Five

B.   Name of depositor:  Hartford Life 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:
    

   
     Margaret E. Hankard, Esq.
     Hartford Life Insurance Companies
     P.O. Box 2999
     Hartford, CT  06104-2999
    

     It is proposed that this filing will become effective:

   
     ___  immediately upon filing pursuant to paragraph (b) of Rule 485
     _X_  on May 1, 1997 pursuant to paragraph (b) of Rule 485
     ___  60 days after filing pursuant to paragraph (a)(1) of Rule 485
     ___  on May 1, 1997 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 28,
     1997.
    

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

   
G.   Amount of filing fee:  Not applicable.
    

H.   Approximate date of proposed public offering:  As soon as practicable
     after the effective date of this registration statement.
   
    

<PAGE>

                         RECONCILIATION AND TIE BETWEEN 
                            FORM N-8B 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;
                    Other Matters - 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 of 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>
 
                                 DIRECTOR LIFE
                            MODIFIED SINGLE PREMIUM
                       VARIABLE LIFE INSURANCE CONTRACTS
                         PROSPECTUS DATED: MAY 1, 1997
                        HARTFORD LIFE INSURANCE COMPANY
                                 P.O. BOX 2999
                       HARTFORD, CONNECTICUT 06104-2999
   [LOGO]                  TELEPHONE: 1-800-231-5453
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
This Prospectus describes Director Life, a modified single premium variable life
insurance contract ("Contract" or "Contracts") offered by Hartford Life
Insurance Company ("Hartford") 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 21. 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 will accept is $10,000. The
initial premium will be allocated to HVA Money Market Fund, Inc. After the Right
to Cancel Period has expired, the amount so allocated will be transferred to the
Funds specified in the Contract Owner's application. The Funds presently are
Hartford Advisers Fund, Inc., Hartford Bond Fund, Inc., Hartford Capital
Appreciation Fund, Inc., Hartford Dividend and Growth Fund, Inc., Hartford Index
Fund, Inc., Hartford International Advisers Fund, Inc., Hartford International
Opportunities Fund, Inc., Hartford Mortgage Securities Fund, Inc., Hartford
Small Company Fund, Inc., Hartford Stock Fund, Inc. and HVA Money Market Fund,
Inc.
    
 
There is no guaranteed minimum Account Value for a Contract. The Account Value
of a Contract will vary up or down to reflect the investment experience of the
Funds to which premiums have been allocated. The Contract Owner bears the
investment risk for all amounts so allocated. The Contract continues in effect
while the Cash Surrender Value is sufficient to pay the monthly charges under
the Contract ("Deduction Amount"). The 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, Hartford 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, 1997.
    
<PAGE>
2                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 <S>                                                                     <C>
 SPECIAL TERMS.........................................................    4
 SUMMARY...............................................................    5
 THE COMPANY...........................................................    7
 THE SEPARATE ACCOUNT..................................................    7
   General.............................................................    7
   Funds...............................................................    7
   Investment Adviser..................................................    9
 THE CONTRACT..........................................................    9
   Application for a Contract..........................................    9
   Premiums............................................................    9
   Allocation of Premiums..............................................   10
   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......................................................   13
   Amount Payable on Surrender of the Contract.........................   14
   Partial Withdrawals.................................................   14
   Benefits at Maturity................................................   14
   Lapse and Reinstatement.............................................   14
   Cancellation and Exchange Rights....................................   15
   Suspension of Valuation, Payments and Transfers.....................   15
 LAST SURVIVOR CONTRACTS...............................................   15
 OTHER MATTERS.........................................................   15
   Voting Rights.......................................................   15
   Statements to Contract Owners.......................................   16
   Limit on Right to Contest...........................................   16
   Misstatement as to Age and Sex......................................   16
   Payment Options.....................................................   16
   Beneficiary.........................................................   18
   Assignment..........................................................   18
   Dividends...........................................................   18
 EXECUTIVE OFFICERS AND DIRECTORS......................................   19
 DISTRIBUTION OF THE CONTRACTS.........................................   20
 SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS..........................   20
 FEDERAL TAX CONSIDERATIONS............................................   21
   General.............................................................   21
   Taxation of Hartford and the Separate Account.......................   21
   Income Taxation of Contract Benefits................................   21
   Last Survivor Contracts.............................................   21
   Modified Endowment Contracts........................................   21
   Estate and Generation Skipping Taxes................................   22
   Diversification Requirements........................................   22
   Ownership of the Assets in the Separate Account.....................   22
   Life Insurance Purchased for Use in Split Dollar Arrangements.......   23
   Federal Income Tax Withholding......................................   23
</TABLE>
    
<PAGE>
 
HARTFORD LIFE INSURANCE COMPANY                                                3
- --------------------------------------------------------------------------------
 
   
<TABLE>
 <S>                                                                     <C>
   Non-Individual Ownership of Contracts...............................   23
   Other...............................................................   23
   Life Insurance Purchases by Nonresident Aliens and Foreign
    Corporations.......................................................   23
 LEGAL PROCEEDINGS.....................................................   23
 LEGAL MATTERS.........................................................   23
 EXPERTS...............................................................   24
 REGISTRATION STATEMENT................................................   24
 APPENDIX A -- SPECIAL INFORMATION FOR CONTRACTS PURCHASED IN NEW
   YORK................................................................   25
 APPENDIX B -- ILLUSTRATIONS OF BENEFITS...............................   27
</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.
<PAGE>
4                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                                 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'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 Hartford will pay on the death of the Insured.
This equals the Death Benefit less any Indebtedness.
    
 
DEDUCTION AMOUNT: A deduction on the Contract Date and on each Monthly Activity
Date for the cost of insurance, a tax expense charge, an administrative charge
and a mortality and expense risk charge.
 
FACE AMOUNT: On the Contract Date, the initial Face Amount is the amount shown
on the Contract's Specifications page. Thereafter, the Face Amount is reduced by
any partial withdrawals.
 
   
FUNDS: The registered investment management companies in which assets of the
Separate Account may be invested.
    
 
GUIDELINE SINGLE PREMIUM: The "Guideline Single Premium" as defined in Section
7702 of the Code.
 
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 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'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 to
separate the assets funding the Contracts from other assets of Hartford.
    
 
SUB-ACCOUNT: The subdivisions of the Separate Account used to allocate a
Contract Owner's Account Value, less Indebtedness, among the Funds.
 
VALUATION DAY: Every day the New York Stock Exchange is open for trading. The
value of the Separate Account is determined at the close of the New York Stock
Exchange (currently 4:00 p.m. Eastern Time) on such days.
 
VALUATION PERIOD: The period between the close of business on successive
Valuation Days.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                5
- --------------------------------------------------------------------------------
 
- -------------------------------------------
                                    SUMMARY
 
   
- -------------------------------- THE CONTRACTS
    
 
   
    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 15.
 
- ---------------------------------------------------
                       THE SEPARATE ACCOUNT AND THE FUNDS
 
   
    Separate Account Five ("Separate Account") funds the variable life insurance
Contracts offered by this Prospectus. Hartford 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 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's Home Office, to
HVA Money Market Fund, Inc. After the expiration of the Right to Cancel Period,
the values in HVA Money Market Fund, Inc. will be allocated to one or more of
the Funds as specified in the Contract Owner's application. See "The Contract --
Allocation of Premiums," page 10.
    
 
   
    Currently, the Funds are Hartford Advisers Fund, Inc., Hartford Bond Fund,
Inc., Hartford Capital Appreciation Fund, Inc., Hartford Dividend and Growth
Fund, Inc., Hartford Index Fund, Inc., Hartford International Advisers Fund,
Inc., Hartford International Opportunities Fund, Inc., Hartford Mortgage
Securities Fund, Inc., Hartford Small Company Fund, Inc., Hartford Stock Fund,
Inc. and HVA Money Market Fund, Inc. Applicants should read the Funds prospectus
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 7.
    
 
   
    The following table shows annual Fund operating expenses for 1996:
    
 
   
                         ANNUAL FUND OPERATING EXPENSES
                        (as a percentage of net assets)
    
 
   
<TABLE>
<CAPTION>
                                                        TOTAL FUND
                              MANAGEMENT      OTHER      OPERATING
                                 FEES       EXPENSES     EXPENSES
                             ------------  -----------  -----------
<S>                          <C>           <C>          <C>
Hartford Bond Fund.........       0.490%       0.030%       0.520%
Hartford Stock Fund........       0.441%       0.016%       0.457%
HVA Money Market Fund......       0.423%       0.021%       0.444%
Hartford Advisers Fund.....       0.615%       0.017%       0.632%
Hartford Capital
 Appreciation Fund.........       0.629%       0.017%       0.646%
Hartford Mortgage
 Securities Fund...........       0.424%       0.029%       0.453%
Hartford Index Fund........       0.374%       0.019%       0.393%
Hartford International
 Opportunities Fund........       0.691%       0.095%       0.786%
Hartford Dividend & Growth
 Fund......................       0.709%       0.017%       0.726%
Hartford International
 Advisers Fund.............       0.746%       0.214%       0.960%
Hartford Small Company Fund
 (1).......................       0.577%       0.150%       0.727%
</TABLE>
    
 
- ------------------------------
   
(1) In 1996 management fees were waived for the Hartford Small Company Fund. In
    the absence of this waiver, the 1996 total expense ratio would have been
    .880% (annualized).
    
 
   
    The investment adviser for all the Funds is HL Investment Advisors, Inc., an
affiliate of Hartford. HL Investment Advisors, Inc. retains a sub-investment
adviser with respect to some of the Funds, and has entered into an investment
services agreement with respect to some of the Funds. See "The Separate
Account," page 7.
    
 
- ---------------------------------------------------
                                    PREMIUMS
 
   
    The Contract permits the Contract Owner to pay a large single premium and,
subject to restrictions, additional premiums. The Contract Owner may choose a
minimum initial premium of 80%, 90% or 100% of the Guideline Single Premium
(based on the Face Amount). Under current underwriting rules, which are subject
to change, applicants between the ages of 45 and 80 who pay an initial premium
of 100% of the Guideline Single Premium are eligible for simplified underwriting
without a medical examination if they meet simplified underwriting standards as
evidenced in their responses in the application. For Contract Owners who pay an
initial premium of 80% or 90% of the Guideline Single Premium or who are below
age 45 or above age 80, standard underwriting applies, except that substandard
underwriting applies only in those cases that represent substandard risks
according to customary underwriting guidelines. Additional premiums are allowed
if they do not cause the Contract to fail to meet the definition of a life
insurance contract under Section 7702 of the Code.
    
<PAGE>
6                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
Hartford may require evidence of insurability for any additional premiums which
increase the Coverage Amount. Generally, the minimum initial premium Hartford
will accept is $10,000. Hartford may accept less than $10,000 under certain
circumstances. No premium will be accepted which does not meet the tax
qualification guidelines for life insurance under the Code.
    
 
- ---------------------------------------------------
                             DEDUCTIONS AND CHARGES
 
   
    On the Contract Date and on each Monthly Activity Date, Hartford 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's anticipated mortality costs. In addition, Hartford
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 for premium taxes imposed by various states and local jurisdictions and
for federal taxes imposed under Section 848 of the Code. The tax expense 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 will deduct from the Account Value attributable to the
Separate Account a monthly administrative charge equal to an annual rate of
0.25%. This charge compensates Hartford for administrative expenses incurred in
the administration of the Separate Account and the Contracts. Hartford 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 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 10, and "Contract Benefits and Rights -- Lapse and
Reinstatement," page 14.
    
 
   
    If the Account Value on a Contract Anniversary is less than $50,000,
Hartford will deduct on such date an annual maintenance fee of $30. This fee
will help reimburse Hartford for administrative and maintenance costs of the
Contracts. See "Deductions and Charges -- Annual Maintenance Fee," page 12.
    
 
   
    Hartford 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 12, and "Federal Tax Considerations," page 21.
    
 
   
    Applicants should review the Funds' prospectus accompanying 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 ninth Contract Year, there is no charge. The
contingent deferred sales charge is imposed to cover a portion of the sales
expense incurred by Hartford in distributing the Contracts. This expense
includes agents commissions, advertising and the printing of prospectuses. See
"Deductions and Charges -- Contingent Deferred Sales Charge," page 12.
    
 
   
    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 12.
    
 
    For a discussion of the tax consequences of surrender of the Contract or a
partial withdrawal, see "Federal Tax Considerations," page 21.
 
- ---------------------------------------------------
                                 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, Hartford 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 12.
    
 
- ---------------------------------------------------
                                 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 13.
 
- ---------------------------------------------------
                                 CONTRACT LOANS
 
   
    A Contract Owner may obtain one or both of two types of cash loans from
Hartford. 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
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                7
- --------------------------------------------------------------------------------
 
   
unpaid Deduction Amount. See "Contract Benefits and Rights -- Contract Loans,"
page 13.
    
 
- ---------------------------------------------------
                                     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 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 13, and
"Contract Benefits and Rights -- Lapse and Reinstatement," page 14.
    
 
- ---------------------------------------------------
                        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 or to the agent who sold the Contract, to be cancelled within ten
days after delivery of the Contract to the applicant (in certain cases, this
free-look period is longer), Hartford will return to the applicant, within seven
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
or its agent and (2) any deductions under the 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 15.
 
- ---------------------------------------------------
                                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 21.
    
 
- ---------------------------------------------------
                                  THE COMPANY
 
   
    Hartford Life Insurance Company ("Hartford") 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. Hartford was originally incorporated under the laws of Massachusetts
on June 5, 1902, and was subsequently redomiciled to Connecticut. Its offices
are located in Simsbury, Connecticut; however, its mailing address is P.O. Box
2999, Hartford, CT 06104-2999. Hartford is a subsidiary of Hartford Fire
Insurance Company, one of the largest multiple lines insurance carriers in the
United States. Hartford is ultimately owned by ITT Hartford Group, Inc., a
Delaware corporation. Subject to shareholder approval on May 2, 1997, the name
of ITT Hartford Group, Inc. will change to The Hartford Financial Services
Group, Inc.
    
 
   
    Hartford is rated A+ (superior) by A.M. Best and Company, Inc., on the basis
of its financial soundness and operating performance. Hartford is rated AA by
Standard & Poor's and AA+ by Duff and Phelps, on the basis of its claims paying
ability. These ratings do not apply to the investment performance of the
Sub-Accounts. The ratings apply to Hartford's ability to meet its insurance
obligations, including those described in this Prospectus.
    
 
- ---------------------------------------------------
                              THE SEPARATE ACCOUNT
 
- --------------------------------    GENERAL
 
   
    Separate Account Five ("Separate Account") is a separate account of Hartford
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 of the Separate Account are not
chargeable with liabilities arising out of any other business which Hartford may
conduct.
    
 
- ---------------------------------------------------
                                     FUNDS
 
   
    The assets of each Sub-Account are invested exclusively in one of the Funds.
A Contract Owner may allocate premiums among the Funds. Contract Owners should
review the following brief descriptions of the investment objectives of the
Funds in connection with that allocation. There is no assurance that any of the
Funds will achieve its stated objectives. Contract Owners are also advised to
read the Funds prospectus accompanying this Prospectus for more detailed
information.
    
 
 HARTFORD ADVISERS FUND, INC.
 
   
    Seeks maximum long-term total rate of return consistent with prudent
investment risk by investing in common
    
<PAGE>
8                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
stocks and other equity securities, bonds and other debt securities and money
market instruments.
    
 
 HARTFORD BOND FUND, INC.
 
   
    Seeks maximum current income consistent with preservation of capital by
investing primarily in fixed-income securities. Up to 20% of the total assets of
this Fund may be invested in debt securities rated in the highest category below
investment grade ("Ba" by Moody's Investor Services, Inc. or "BB" by Standard &
Poor's) or, if unrated, are determined to be of comparable quality by the Fund's
investment adviser. Securities rated velow investment grade are commonly
referred to as "high yield-high risk securities" or "junk bonds." For more
information concerning the risks associated with investing in such securities,
please refer to the section in the accompanying prospectus for the Hartford
Funds entiled "Hartford Bond Fund, Inc. -- Investment Policies."
    
 
 HARTFORD CAPITAL APPRECIATION FUND, INC.
 
   
    Seeks growth of capital by investing in securities selected solely on
potential for capital appreciation; income, if any, is an incidental
consideration.
    
 
 HARTFORD DIVIDEND AND GROWTH FUND, INC.
 
   
    Seeks a high level of current income consistent with growth of capital and
reasonable investment risk.
    
 
 HARTFORD INDEX FUND, INC.
 
   
    Seeks to provide investment results which approximate the price and yield
performance of publicly traded common stocks in the aggregate, as represented by
the Standard & Poor's 500 Composite Stock Price Index.*
    
 
 HARTFORD INTERNATIONAL ADVISERS FUND, INC.
 
   
    Seeks maximum long-term total rate of return consistent with prudent
investment risk through investment in a portfolio of equity, debt and money
market securities. Securities in which the Fund invests primarily will be
denominated in non-U.S. currencies and will be traded in non-U.S. markets.
    
 
 HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
 
   
    Seeks long-term total rate of return consistent with prudent investment risk
through investment primarily in equity securities issued by non-U.S. companies.
    
 
 HARTFORD MORTGAGE SECURITIES FUND, INC.
 
   
    Seeks maximum current income consistent with safety of principal and
maintenance of liquidity through investment primarily in mortgage-related
securities, including securities issued by the Government National Mortgage
Association.
    
 
 HARTFORD SMALL COMPANY FUND, INC.
 
   
    Seeks growth of capital by investing primarily in equity securities selected
on the basis of potential for capital appreciation. Under normal market and
economic conditions, at least 65% of the Small Company Fund's total assets are
invested in equity securities of companies which have less than $2 billion in
market capitalization.
    
 
 HARTFORD STOCK FUND, INC.
 
   
    Seeks long-term capital growth primarily through capital appreciation, with
income a secondary consideration, by investing primarily in equity securities.
    
 
 HVA MONEY MARKET FUND, INC.
 
   
    Seeks maximum current income consistent with liquidity and preservation of
capital.
    
 
   
    All of the Funds are organized as corporations under the laws of the State
of Maryland and are registered as diversified open-end management companies
under the Investment Company Act of 1940. Each Fund continually issues an
unlimited number of full and fractional shares of beneficial interest in the
Fund. Such shares are offered to separate accounts, including the Separate
Account, established by Hartford or one of its affiliated companies specifically
to fund the Contracts and other contracts issued by Hartford or its affiliates,
as permitted by the Investment Company Act of 1940.
    
 
   
    It is conceivable that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Funds simultaneously. Although neither Hartford nor the Funds
currently foresee any such disadvantages either to variable life insurance or
variable annuity contract owners, the Funds' Board of Directors intends to
monitor events in order to identify any material conflicts between variable life
and variable annuity contract owners and to determine what action, if any,
should be taken in response thereto. If the Board of Directors were to conclude
that separate funds should be established for variable life and variable annuity
separate accounts, Hartford will bear the attendant expenses.
    
 
   
    All investment income of, and other distributions to, each Sub-Account
arising from the applicable Fund are reinvested in shares of that Fund at net
asset value. The income and both realized gains or losses on the assets of each
Sub-Account are therefore separate and are credited to or charged against the
Sub-Account without regard to income, gains or losses from any other Sub-Account
or from any other business of Hartford. Hartford will purchase shares in the
Funds in connection with premiums allocated
    
 
   
* "STANDARD & POOR'S-REGISTERED TRADEMARK-", "S&P-REGISTERED TRADEMARK-", "S&P
  500-REGISTERED TRADEMARK-", "STANDARD & POOR'S 500", AND "500" ARE TRADEMARKS
  OF THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED FOR USE BY HARTFORD.
  THE HARTFORD INDEX FUND, INC. ("INDEX FUND") IS NOT SPONSORED, ENDORSED, SOLD
  OR PROMOTED BY STANDARD & POOR'S AND STANDARD &POOR'S MAKES NO REPRESENTATION
  REGARDING THE ADVISABILITY OF INVESTING IN THE INDEX FUND.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                9
- --------------------------------------------------------------------------------
 
   
to the applicable Sub-Account in accordance with Contract Owners' directions and
will redeem shares in the Funds to meet Contract obligations or make adjustments
in reserves, if any. The Funds are required to redeem Fund shares at net asset
value and to make payment within seven days.
    
 
   
    Hartford reserves the right, subject to compliance with the law as then in
effect, to make additions to, deletions from, or substitutions for the Separate
Account and its Sub-Accounts which fund the Contracts. If shares of any of the
Funds should no longer be available for investment, or if, in the judgment of
Hartford's management, further investment in shares of any Fund should become
inappropriate in view of the purposes of the Contracts, Hartford may substitute
shares of another Fund for shares already purchased, or to be purchased in the
future, under the Contracts. No substitution of securities will take place
without notice to and consent of Contract Owners and without prior approval of
the Securities and Exchange Commission to the extent required by the Investment
Company Act of 1940. Subject to Contract Owner approval, Hartford also reserves
the right to end the registration under the Investment Company Act of 1940 of
the Separate Account or any other separate accounts of which it is the depositor
and which may fund the Contracts.
    
 
   
    Each Fund is subject to investment restrictions which may not be changed
without the approval of a majority of the shareholders of the Fund. See the
Funds' prospectus accompanying this Prospectus.
    
 
- ---------------------------------------------------
                               INVESTMENT ADVISER
 
   
    All of the Funds are sponsored by Hartford and are incorporated under the
laws of the State of Maryland. HL Investment Advisors, Inc. ("HL Advisors")
serves as the investment adviser to each of the Hartford Funds.
    
 
   
    Wellington Management Company, L.L.P. ("Wellington Management") serves as
sub-investment adviser for Hartford Advisers Fund, Hartford Capital Appreciation
Fund, Hartford Dividend and Growth Fund, Hartford International Advisers Fund,
Hartford International Opportunities Fund, Hartford Small Company Fund, and
Hartford Stock Fund.
    
 
   
    In addition, HL Advisors has entered an investment services agreement with
Hartford Investment Management Company, Inc., ("HIMCO"), pursuant to which HIMCO
will provide certain investment services to Hartford Bond Fund, Hartford Index
Fund, Hartford Mortgage Securities Fund, and HVA Money Market Fund.
    
 
   
    A full description of the Funds, their investment policies and restrictions,
risks, charges and expenses and all other aspects of their operation is
contained in the accompanying Funds' Prospectus which should be read in
conjunction with this Prospectus before investing and in the Funds' Statement of
Additional Information which may be ordered from Hartford. The Funds may not be
available in all states.
    
 
- ---------------------------------------------------
                                  THE CONTRACT
 
- --------------------------------
                           APPLICATION FOR A CONTRACT
 
   
    Individuals wishing to purchase a Contract must submit an application to
Hartford. A Contract will be issued only on the lives of insureds age 90 and
under who supply evidence of insurability satisfactory to Hartford. Acceptance
is subject to Hartford's underwriting rules and Hartford 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. 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 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,
the initial payment will not be accepted with the application. In other cases
where Hartford receives the initial payment with the application, Hartford 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 Hartford 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 45 and 80 who pay an initial premium of 100%
of the Guideline Single Premium (subject to then current premium limits) are
eligible for simplified underwriting without a medical examination if they meet
simplified underwriting standards as evidenced in their responses in the
application. For Contract Owners
    
<PAGE>
10                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
who pay an initial premium of 80% or 90% of the Guideline Single Premium or who
are below age 45 or above age 80, standard underwriting applies, except that
substandard underwriting applies only in those cases that represent substandard
risks according to customary underwriting guidelines. Additional premiums are
allowed if they do not cause the Contract to fail to meet the definition of a
life insurance contract under Section 7702 of the Code. Hartford may require
evidence of insurability for any additional premiums which increase the Coverage
Amount. Generally, the minimum initial premium Hartford will accept is $10,000.
Hartford may accept less than $10,000 under certain circumstances. No premium
will be accepted which does not meet the tax qualification guidelines for life
insurance under the Code.
    
 
- ---------------------------------------------------
                             ALLOCATION OF PREMIUMS
 
   
    Within three business days of receipt of a completed application and the
initial premium at Hartford's Home Office, Hartford will allocate the entire
premium to HVA Money Market Fund, Inc. After the expiration of the Right to
Cancel Period the Account Value in HVA Money Market Fund, Inc. will be allocated
among the Funds in whole percentages to purchase Accumulation Units in the
applicable Sub-Accounts as the Contract Owner directs in the application.
Premiums received on or after the expiration of the Right to Cancel Period will
be allocated among the Sub-Accounts to purchase Accumulation Units in such Sub-
Accounts as directed by the Contract Owner or, in the absence of directions, as
specified in the original application. The number of Accumulation Units in each
Sub-Account to be credited to a Contract (including the initial allocation to
HVA Money Market Fund, Inc.) will be determined first by multiplying the premium
by the percentage to be allocated to each Fund to determine the portion to be
invested in the Sub-Account. Each portion to be invested in each Sub-Account is
then divided by the 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 Funds
prospectus accompanying 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 13.
    
 
   
    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 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 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 14. 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's
anticipated mortality costs for standard and substandard risks. Current cost of
insurance rates are lower after the tenth 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 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
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               11
- --------------------------------------------------------------------------------
 
that will not exceed rates based on a multiple of the 1980 Commissioners
Standard Ordinary Mortality Table, age last birthday. The multiple will be based
on the insured's substandard rating.
 
    The Coverage Amount is first set on the Contract Date and then on each
Monthly Activity Date. On such days, it is the Face Amount less the Account
Value subject to a Minimum Coverage Amount. The Coverage Amount remains level
between the Monthly Activity Dates.
 
   
    The Coverage Amount may be adjusted to continue to qualify the Contracts as
life insurance contracts under the current federal tax law. Under that law, the
Minimum Coverage Amount is a stated percentage of the Account Value of the
Contract determined on each Monthly Activity Date. The percentages vary
according to the attained age of the Insured.
    
 
    EXAMPLE:
 
Face Amount = $100,000
Account Value on the Monthly Activity
Date = $30,000
Insured's attained age = 40
Minimum Coverage Amount percentage for age 40 = 150%
 
    On the Monthly Activity Date, the Coverage Amount is $70,000. This is
calculated by subtracting the Account Value on the Monthly Activity Date
($30,000) from the Face Amount ($100,000), subject to a possible Minimum
Coverage Amount adjustment. This Minimum Coverage Amount is determined by taking
a percentage of the Account Value on the Monthly Activity Date. In this case,
the Minimum Coverage Amount is $45,000 (150% of $30,000). Since $45,000 is less
than the Face Amount less the Account Value ($70,000), no adjustment is
necessary. Therefore, the Coverage Amount will be $70,000.
 
   
    Assume that the Account Value in the above example was $50,000. The Minimum
Coverage Amount would be $75,000 (150% of $50,000). Since this is greater than
the Face Amount less the Account Value ($50,000), the Coverage Amount for the
Contract Month is $75,000. (For an explanation of the Death Benefit, see
"Contract Benefits and Rights -- Death Benefit," page 12.)
    
 
    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 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 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'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 does not expect
to make a profit from this deduction. The 0.15% federal tax deduction helps
reimburse Hartford for approximate expenses incurred from federal taxes under
Section 848 of the Code.
    
 
   
    ADMINISTRATIVE CHARGE: Hartford will deduct monthly from the Account Value
attributable to the Separate Account an administrative charge equal to an annual
rate of 0.25%. This charge compensates Hartford for administrative expenses
incurred in the administration of the Separate Account and the Contracts.
    
 
   
    MORTALITY AND EXPENSE RISK CHARGE: Hartford 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 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 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 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 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. The mortality and expense risk charge is deducted while the
Contract is in force, including the duration of a payment option.
    
 
- ---------------------------------------------------
                             ANNUAL MAINTENANCE FEE
 
   
    If the Account Value on a Contract Anniversary is less than $50,000,
Hartford will deduct on such date an annual maintenance fee of $30. This fee
will help reimburse Hartford 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 incurs in providing
administrative services under the Contracts.
    
 
- ---------------------------------------------------
                   TAXES CHARGED AGAINST THE SEPARATE ACCOUNT
 
   
    Currently, no charge is made to the Separate Account for federal income
taxes that may be attributable to the Separate Account. Hartford may, however,
make such a
    
<PAGE>
12                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
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 Funds' prospectus accompanying this Prospectus.
    
 
- ---------------------------------------------------
                        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 ninth Contract Year, there is no charge.
    
 
   
    In determining the contingent deferred sales charge and the additional
premium tax charge discussed below, any surrender or partial withdrawal during
the first ten Contract Years will be deemed first from premiums paid and then
from earnings. If an amount equal to all premiums paid has been 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 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 14.
    
 
- ---------------------------------------------------
                               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 percentage 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 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 Hartford 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%).
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               13
- --------------------------------------------------------------------------------
 
    All or part of the Death Proceeds may be paid in cash or applied under a
"Payment Option." See "Other Matters -- Payment Options," page 16.
 
- ---------------------------------------------------
                                 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
10.
 
- ---------------------------------------------------
                           TRANSFER OF ACCOUNT VALUE
 
   
    While the Contract remains in effect, and subject to Hartford'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 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 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 will employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine; otherwise, Hartford may be liable for any losses due to unauthorized or
fraudulent instructions. The procedures Hartford follows for transactions
initiated by telephone include requirements that callers provide certain
information for identification purposes. All transfer instructions by telephone
are tape recorded.
    
 
   
    It is the responsibility of the Contract Owner to verify the accuracy of all
confirmations of transfers and to promptly advise Hartford of any inaccuracies
within one business day of receipt of the confirmation. Hartford will send the
Contract Owner a confirmation of the transfer within five days from the date of
any instruction.
    
 
   
    Hartford may modify the right to reallocate Account Value among the
Sub-Accounts if Hartford 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 considers to be disadvantageous to other Contract Owners.
    
 
   
    As a result of a transfer, the number of Accumulation Units credited to the
Sub-Account from which the transfer is made will be reduced by the number
obtained by dividing the amount transferred by the Accumulation Unit Value of
that Sub-Account on the Valuation Day Hartford 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 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. 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 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. The proceeds of a loan will be delivered to the
Contract Owner within seven business days of Hartford's receipt of the loan
request.
    
<PAGE>
14                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
    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 will give written notice to the Contract
Owner that, unless Hartford 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 14.
 
    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
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 will pay the Cash Surrender Value of the
Contract within seven days of receipt by Hartford 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 21.
    
 
   
    If the Contract Owner chooses to apply the surrender proceeds to a payment
option (see "Other Matters -- Payment Options," page 16), the contingent
deferred sales charge will not be imposed to the surrender proceeds applied to
the option. In other words, the surrender proceeds will equal the Cash Surrender
Value without reduction for the contingent deferred sales charge. However, the
additional premium tax charge, if applicable, will be deducted from the
surrender proceeds to be applied, and amounts withdrawn from Option 1, Option 5
or Option 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'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 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," page 12 , and "Deductions and Charges -- Premium Tax
Charge," page 12. For a discussion of the tax consequences of partial
withdrawals, see "Federal Tax Considerations," page 21.
    
 
- ---------------------------------------------------
                              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, Hartford will pay to the Contract Owner the Cash Surrender Value. In
such case, the Contract will terminate and Hartford will have no further
obligations under the Contract. (The Maturity Date may be extended by rider
where approved, but see "Federal Tax Considerations -- Income Taxation of
Contract Benefits," page 22.)
    
 
- ---------------------------------------------------
                            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 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 Amounts due. The notice will indicate the amount that must be
paid.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               15
- --------------------------------------------------------------------------------
 
    The Contract will continue through the Grace Period, but if no additional
premium payment is made, it will terminate at the end of the Grace Period. If
the person insured under the 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 12.
 
   
    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
will require repayment of the loan before permitting reinstatement. In addition,
Hartford reserves the right to require evidence of insurability satisfactory to
Hartford.
    
 
- ---------------------------------------------------
                        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 or to the
agent who sold the Contract, to be cancelled within ten days after delivery of
the Contract to the Contract Owner (a longer free-look period is provided in
certain cases), Hartford will return to the applicant, within seven 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 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 (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 as
under the exchanged Contract on the date of exchange or the same Death Benefit.
The effective date, issue date and issue age will be the same as existed under
the exchanged Contract. If a Contract loan was outstanding, the entire loan must
be repaid. There may be a cash adjustment required on the exchange.
    
 
- ---------------------------------------------------
                            SUSPENSION OF VALUATION,
                             PAYMENTS AND TRANSFERS
 
   
    Hartford 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 Securities and Exchange
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 both a single life and a "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. See the last survivor illustrations in "Appendix B,"
    page 27.
    
 
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 21.
    
 
- ---------------------------------------------------
                                 OTHER MATTERS
 
- -------------------------------- VOTING RIGHTS
 
   
    In accordance with its interpretation of presently applicable law, Hartford
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 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) in the same proportion as it votes shares for which it
has received instructions. However, if the Investment Company Act of 1940 or any
rule promulgated thereunder should be amended, or if Hartford's present
interpretation should change and, as a result, Hartford determines it is
permitted
    
<PAGE>
16                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
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 13) will not be considered in
determining the voting interests of the Contract Owner. Contract Owners should
review the Funds prospectus accompanying this Prospectus to determine matters on
which shareholders may vote.
    
 
   
    Hartford may, when required by state insurance regulatory authorities,
disregard Contract Owners' voting instructions if such instructions require that
the shares be voted so as to cause a change in the sub-classification or
investment objective of one or more of the Funds or to approve or disapprove an
investment advisory contract for the Funds.
    
 
   
    In addition, Hartford itself may disregard Contract Owners' voting
instructions in favor of changes initiated by a Contract Owner in the investment
policy or the investment adviser of the Funds if Hartford 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
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 will maintain all records relating to the Separate Account and the
Sub-Accounts. At least once each Contract Year, Hartford 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 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 two 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's payment options. The minimum
amount that may be applied under a payment option is $5,000, unless Hartford
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 Option 1 or Option 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.
    
 
   
    Hartford 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 may offer
other payment options):
    
 
    OPTION 1: Interest Income
 
   
    This option offers payments of interest, at the rate Hartford declares, 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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               17
- --------------------------------------------------------------------------------
 
   
date of the second annuity payment, two annuity payments if he died before the
date of the third annuity payment, etc.
    
 
    OPTION 3: Life Annuity with 120, 180 or 240 Monthly Payments Certain
 
   
    This annuity option is an annuity payable monthly during the lifetime of the
payee with the provision that payments will be made for a minimum of 120, 180 or
240 months, as elected. If, at the death of the payee, payments have been made
for less than the minimum elected number of months, then the present value (as
of the date of the payee's death) of any remaining guaranteed payments will be
paid in one sum to the beneficiary or beneficiaries designated, unless other
provisions have been made and approved by Hartford.
    
 
    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, 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 five 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.
    
 
   
    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.
    
 
    Option 5 is an option that does not involve life contingencies.
 
   
    OPTION 6: Death Proceeds Remaining with Hartford
    
 
   
    Proceeds from the Death Benefit left with Hartford. 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 1983(a)
Individual Annuity Mortality Table, with ages set back one year and with an
assumed investment rate ("A.I.R.") of 5% per annum. The total first monthly
variable annuity payment is determined by multiplying the proceeds value
(expressed in thousands of dollars) of a Sub-Account by the amount of the first
monthly payment per $1,000 of value obtained from the tables in the Contract.
    
 
   
    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) which is
no less than the rate specified in the fixed payment annuity tables in the
Contract. The annuity payment will remain level for the duration of the annuity.
 
   
    Hartford will make any other arrangements for income payments as may be
agreed on.
    
<PAGE>
18                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
- ---------------------------------------------------
                                  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. 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 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.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               19
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
                        EXECUTIVE OFFICERS AND DIRECTORS
 
   
<TABLE>
<CAPTION>
                                        POSITION WITH HARTFORD,              OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                       YEAR OF ELECTION                        FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
- -------------------------------  -------------------------------------  -----------------------------------------------------------
<S>                              <C>                                    <C>
Wendell J. Bossen, 63            Vice President, 1992**                 President (1992-Present), International Corporate Marketing
                                                                          Group, Inc.; Executive Vice President (1984-1992), Mutual
                                                                          Benefit.
Gregory A. Boyko, 45             Vice President, 1995                   Vice President & Controller (1995-Present), Hartford; Chief
                                                                          Financial Officer (1994-1995), IMG American Life; Senior
                                                                          Vice President (1992-1994), Connecticut Mutual Life
                                                                          Insurance Company.
Peter W. Cummins, 60             Vice President, 1989                   Vice President, Individual Annuity Operations
                                                                          (1989-Present), Hartford.
Ann M. deRaismes, 46             Vice President, 1994                   Vice President (1994-Present); Assistant Vice President
                                                                          (1992-1994); Director of Human Resources (1991-1997),
                                                                          Hartford.
Timothy M. Fitch, 44             Vice President, 1995                   Actuary (1997-Present); Vice President (1995-Present);
                                 Actuary, 1997                            Assistant Vice President (1993-1995); Director
                                                                          (1991-1993), Hartford.
Bruce D. Gardner, 46             Vice President, 1996                   Vice President (1996-Present); General Counsel and
                                 Director, 1994*                          Corporate Secretary (1991-1995), Hartford.
Joseph H. Gareau, 50             Executive Vice President &             Senior Vice President & Chief Investment Officer
                                 Chief Investment Officer, 1993           (1992-1993), Hartford; Senior Vice President and Chief
                                 Director, 1993*                          Investment Officer (1992), Hartford Insurance Group.
J. Richard Garrett, 52           Vice President, 1993                   Treasurer (1994-Present), Hartford; Treasurer (1977),
                                 Treasurer, 1977                          Hartford Insurance Group.
John P. Ginnetti, 51             Executive Vice President and           Senior Vice President (1988-1994), Hartford.
                                 Director, Asset Management
                                 Services, 1994
                                 Director, 1988
Lynda Godkin, 43                 General Counsel, 1996                  Associate General Counsel and Corporate Secretary
                                 Corporate Secretary, 1995                (1995-1996); Assistant General Counsel and Secretary
                                                                          (1994-1995); Counsel (1990-1994), Hartford.
Lois W. Grady, 52                Vice President, 1993                   Assistant Vice President (1988-1993), Hartford.
David A. Hall, 43                Senior Vice President &                Senior Vice President & Actuary (1992-Present), Hartford.
                                 Actuary, 1992
Robert A. Kerzner, 45            Vice President, 1994                   Vice President (1994-Present); Regional Vice President
                                                                          (1991-1994), Hartford.
Andrew W. Kohnke, 48             Vice President, 1992                   Vice President (1992-Present); Assistant Vice President
                                                                          (1989-1992), Hartford.
Steven M. Maher, 42              Vice President & Actuary, 1993         Vice President & Actuary (1993-Present); Assistant Vice
                                                                          President (1987), Hartford.
William B. Malchodi, Jr., 46     Vice President, 1994                   Vice President (1994-Present); Director of Taxes
                                 Director of Taxes, 1992                  (1992-1997), Hartford Insurance Group.
Thomas M. Marra, 38              Executive Vice President &             Senior Vice President and Director, Individual Life and
                                 Director, Individual Life and            Annuity Division (1993-1996); Director of Individual
                                 Annuity Division, 1996                   Annuities (1991-1993), Hartford.
                                 Director, 1994*
Robert F. Nolan, 42              Vice President, 1995                   Assistant Vice President (1992-1995), Hartford; Manager
                                                                          Public Relations (1986), Aetna Life and Casualty
                                                                          Insurance Company.
</TABLE>
    
<PAGE>
 
20                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                        POSITION WITH HARTFORD,              OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
           NAME, AGE                       YEAR OF ELECTION                        FOR PAST 5 YEARS; OTHER DIRECTORSHIPS
- -------------------------------  -------------------------------------  -----------------------------------------------------------
<S>                              <C>                                    <C>
Joseph J. Noto, 45               Vice President, 1989                   President and Director (1994-Present), American Maturity
                                                                          Life Insurance Company.
Leonard E. Odell, Jr., 52        Senior Vice President, 1994            Senior Vice President (1994-Present); Vice President and
                                 Director, 1994*                          Chief Actuary (1982-1994), Hartford.
Craig D. Raymond, 36             Vice President, 1993                   Assistant Vice President (1992-1993); Actuary (1989-1994),
                                 Chief Actuary, 1994                      Hartford.
Lowndes A. Smith, 57             President & Chief Operating            President & Chief Operating Officer (1989-Present),
                                 Officer, 1989                            Hartford.
                                 Director, 1981*
Edward J. Sweeney, 40            Vice President, 1993                   Chicago Regional Manager (1985-1993), Hartford.
Raymond P. Welnicki, 48          Senior Vice President &                Senior Vice President & Director, Employee Benefit
                                 Director, Employee Benefit               Division, (1994-Present); Vice President (1993-1994),
                                 Division, 1994                           Hartford; Board of Directors, Ethix Corp.
                                 Director, 1994*
Walter C. Welsh, 50              Vice President, 1995                   Assistant Vice President (1993-1995), Hartford.
James J. Westervelt, 50          Senior Vice President, &               Senior Vice President & Group Controller (1994-Present);
                                 Group Controller, 1994                   Vice President and Group Controller (1989-1994), Hartford
                                                                          Insurance Group.
Lizabeth H. Zlatkus, 38          Vice President, 1994                   Vice President (1994-Present); Assistant Vice President
                                 Director, 1994*                          (1992-1994), Hartford.
</TABLE>
    
 
   
    Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.
    
- ------------------------
 * Denotes date of election to Board of Directors.
   
** ITT Hartford Affiliated Company
    
 
- ---------------------------------------------------
                         DISTRIBUTION OF THE CONTRACTS
 
   
    Hartford 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 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. The principal business
address of HESCO and HSD is the same as that of Hartford.
    
 
   
    The maximum sales commission payable to Hartford agents, independent
registered insurance brokers, and other registered broker-dealers is 7.0% of
initial and subsequent premiums. From time to time, Hartford may pay or permit
other promotional incentives, in cash or credit or other compensation.
    
 
   
    Hartford 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. The assets of the
Separate Account are kept physically segregated and held separate and apart from
the General Account of Hartford. Hartford maintains records of all
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               21
- --------------------------------------------------------------------------------
 
   
purchases and redemptions of shares of the Fund. Additional protection for the
assets of the Separate Account is afforded by Hartford's blanket fidelity bond,
issued by Aetna Casualty and Surety Company, in the aggregate of $50 million,
covering all of the officers and employees of Hartford.
    
 
- ---------------------------------------------------
                           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 the 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's understanding of existing federal income
tax laws as they are currently interpreted.
    
 
   
- ---------------------------------------------------
    
                            TAXATION OF HARTFORD AND
                              THE SEPARATE ACCOUNT
 
   
    The Separate Account is taxed as a part of Hartford which is taxed as a life
insurance company under Subchapter L of the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under Subchapter M of the Code. Investment income
and realized capital gains on the assets of the Separate Account (the underlying
Funds) are reinvested and are taken into account in determining the value of the
Accumulation Units (see "Contract Benefits and Right -- Account Value," page
13). As a result, such investment income and realized capital gains are
automatically applied to increase reserves under the Contract.
    
 
   
    Hartford does not expect to incur any federal income tax on the earnings or
realized capital gains attributable to the Separate Account. Based upon this
expectation, no charge is currently being made to the Separate Account for
federal income taxes. If Hartford incurs income taxes attributable to the
Separate Account or determines that such taxes will be incurred, it may assess a
charge for such taxes against the Separate Account.
    
 
- ---------------------------------------------------
                      INCOME TAXATION OF 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 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 intends to monitor
premium levels to assure compliance with the Section 7702 requirements.
    
 
   
    During the first 15 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 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 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
<PAGE>
22                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
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 and there is no change in the death benefit as the result of
the exchange.
    
 
   
    A Contract that is classified as a 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, loans, distributions or other amounts
received from a modified endowment contract during the life of the Insured will
be taxed to the extent of any accumulated income in the 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).
 
    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 monitors the diversification of investments in the separate
accounts and tests for diversification as required by the Code. Hartford intends
to administer all contracts, including the 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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               23
- --------------------------------------------------------------------------------
 
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 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 reserves the right to modify the
Contracts, as necessary, to prevent Contract Owners from being considered the
owners of the assets in the Separate Account.
    
 
- ---------------------------------------------------
                        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 adviser
regarding U.S., state, and foreign taxation with respect to a life insurance
policy purchase.
    
 
- ---------------------------------------------------
                               LEGAL PROCEEDINGS
 
   
    There are no material legal proceedings pending to which the Separate
Account is a party.
    
 
- ---------------------------------------------------
                                 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, its authority to issue the Contracts under Connecticut
law and the validity of the forms of the Contracts under
    
<PAGE>
24                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
Connecticut law and legal matters relating to the federal securities and income
tax laws have been passed on by Lynda Godkin, General Counsel of Hartford Life
Insurance Companies.
    
 
- ---------------------------------------------------
                                    EXPERTS
 
   
    The audited consolidated financial statements and financial statement
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 reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports. Reference is made to said report on the consolidated financial
statements of Hartford Life Insurance Company (the Depositor), which includes an
explanatory paragraph with respect to the change in method of accounting for
debt and equity securities as of January 1, 1994, as discussed in Note 2 of
Notes to Consolidated Financial Statements. The principal business address of
Arthur Andersen LLP is One Financial Plaza, Hartford, CT 06103.
    
 
   
    The hypothetical Contract illustrations included in this Prospectus and the
registration statement with respect to the Separate Account have been approved
by Michael Winterfield, FSA, MAAA, Director, Individual Annuity Inforce
Management, for Hartford, 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, and the Contracts.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               25
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                                   APPENDIX A
                       SPECIAL INFORMATION FOR CONTRACTS
                             PURCHASED IN NEW YORK
 
   
    If the Contract is purchased in the State of New York, the following
provisions of the Prospectus are amended as follows:
    
 
   
    In the Special Terms subsection of the Prospectus, the definition of Account
Value is deleted and the following definition is substituted:
    
 
   
    ACCOUNT VALUE: The current value of Accumulation Units plus the value of the
    Loan Account under the Contract. In the case of a Contract Owner who
    purchases the Contract in the State of New York (the "New York Contract
    Owner") and who elects to transfer into the Fixed Account, Account Value is
    the current value of the Fixed Account plus the value of the Loan Account
    under the Contract.
    
 
   
    The following definition is added:
    
 
   
    FIXED ACCOUNT: Part of the General Account of Hartford to which a New York
    Contract Owner may allocate the entire Account Value.
    
 
   
    The definition of Loan Account is deleted and the following definition is
substituted:
    
 
   
    LOAN ACCOUNT: An account in Hartford's General Account, established for any
    amounts transferred from the Sub-Accounts or, if a New York Contract Owner,
    from the Fixed Account 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.
    
 
   
    The following is added to the Prospectus as a separate section following the
section entitled "The Separate Account":
    
 
   
- ---------------------------------------------------
    
                               THE FIXED ACCOUNT
 
   
   THAT PORTION OF THE POLICY RELATING TO THE FIXED ACCOUNT IS NOT REGISTERED
   UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") AND THE FIXED ACCOUNT IS NOT
   REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940
   ("1940 ACT"). ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS
   THEREIN ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE
   1940 ACT, AND THE DISCLOSURE REGARDING THE FIXED ACCOUNT HAS NOT BEEN
   REVIEWED BY THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION. THE
   FOLLOWING DISCLOSURE ABOUT THE FIXED ACCOUNT MAY BE SUBJECT TO CERTAIN
   GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
   ACCURACY AND COMPLETENESS OF DISCLOSURE.
    
 
   
    Under the circumstances described under the heading "Transfer of Entire
    Account Value to the Fixed Account," page 26, New York Contract Owners may
    transfer no less than the entire Account Value to the Fixed Account. Account
    Value transferred to the Fixed Account becomes part of the general assets of
    Hartford. Hartford invests the assets of the General Account in accordance
    with applicable laws governing the investment of insurance company general
    accounts.
    
 
   
    Hartford currently credits interest to the Account Value transferred to the
    Fixed Account under the Contract at the Minimum Credited Rate of 3% per
    year, compounded annually. Hartford reserves the right to credit a lower
    minimum interest rate according to state law. Hartford may also credit
    interest at rates greater than the minimum Fixed Account interest rate.
    There is no specific formula for determining the interest credited to the
    Account Value in the Fixed Account.
    
 
   
    The following language is added to the section of the Prospectus entitled
"Deductions and Charges -- Administrative Charge," page 11:
    
 
   
    No Administrative Charge is deducted from Account Value in the Fixed
    Account.
    
 
   
    The following language is added to the section of the Prospectus entitled
"Deductions and Charges -- Mortality and Expense Risk Charge," page 11:
    
 
   
    No Mortality and Expense Risk Charge is deducted from Account Value in the
    Fixed Account.
    
<PAGE>
26                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
    The following separate sections are added to the section of the Prospectus
entitled "Contract Benefits," page 12:
    
 
   
- ---------------------------------------------------
    
                           TRANSFER OF ENTIRE ACCOUNT
                           VALUE TO THE FIXED ACCOUNT
 
   
    New York Contract Owners may transfer no less than the entire Account Value
    into the Fixed Account under the following circumstances: (i) during the
    first 18 months following the Date of Issue, (ii) within 30 days following a
    Contract Anniversary, or (iii) within 60 days following the effective date
    of a material change in the investment policy of the Separate Account which
    the New York Contract Owner objects to.
    
 
   
    A TRANSFER TO THE FIXED ACCOUNT MUST BE FOR THE ENTIRE ACCOUNT VALUE AND
    ONCE THE ACCOUNT VALUE HAS BEEN TRANSFERRED TO THE FIXED ACCOUNT, IT MAY
    NOT, UNDER ANY CIRCUMSTANCES, BE TRANSFERRED BACK TO THE SEPARATE ACCOUNT.
    
 
   
    For New York Contract Owners who elect to invest in the Fixed Account,
    Hartford will transfer the entire Account Value from the Separate Account to
    the Fixed Account on the Monthly Activity Date next following the date on
    which Hartford received the transfer request. The Account Value in the Fixed
    Account on the date of transfer equals the entire Account Value; plus the
    value of the Loan Account; minus the Monthly Deduction Amount applicable to
    the Fixed Account and minus the Annual Maintenance Fee, if applicable. On
    each subsequent Monthly Activity Date, the Account Value in the Fixed
    Account equals the Account Value on the previous Monthly Activity Date; plus
    any premiums received since the last Monthly Activity Date; plus interest
    credited since the last Monthly Activity Date; minus the Monthly Deduction
    Amount applicable to the Fixed Account; minus any partial surrenders taken
    since the last Monthly Activity Date and minus any Surrender Charges
    deducted since the last Monthly Deduction Date. On each Valuation Date
    (other than a Monthly Activity Date), the Account Value of the Fixed Account
    equals the Account Value on the previous Monthly Activity Date; plus any
    premiums received since the last Monthly Activity Date; plus any interest
    credited since the last Monthly Activity Date; minus any partial surrenders
    taken since the last Monthly Activity Date and minus any surrender charges
    deducted since the last Monthly Activity Date.
    
 
   
- ---------------------------------------------------
    
                               DEFERRED PAYMENTS
 
   
    Hartford reserves the right to defer payment of any Cash Surrender Values
    and loan amounts which are attributable to the Fixed Account for up to six
    months from the date of request. If payment is deferred for more than ten
    days, Hartford will pay interest at the Fixed Account Minimum Credited
    Interest Rate.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               27
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                                   APPENDIX B
                           ILLUSTRATIONS OF BENEFITS
 
   
    The tables in Appendix B illustrate the way in which a Contract operates.
They show how the death benefit and surrender value could vary over an extended
period of time assuming hypothetical gross rates of return equal to constant
after tax annual rates of 0%, 6% and 12%. The tables are based on an initial
premium of $10,000. A male age 45, a female age 55 and a male age 65 with Face
Amounts of $40,161, $33,334 and $19,380, respectively, are illustrated for the
single life Contract. The illustrations for the last survivor Contract assume
male and female of equal ages, including age 55 and 65 for Face Amounts of
$44,053 and $27,778.
    
 
    The death benefit and surrender value for a Contract would be different from
those shown if the rates of return averaged 0%, 6% and 12% over a period of
years, but also fluctuated above or below those averages for individual Contract
Years. They would also differ if any contract loan were made during the period
of time illustrated.
 
    The tables reflect the deductions of current Contract charges and guaranteed
Contract charges for a single gross interest rate. The death benefits and
surrender values would change if the current cost of insurance charges change.
 
    The amounts shown for the death benefit and surrender value as of the end of
each Contract Year take into account an average daily charge equal to an annual
charge of 0.60% of the average daily net assets of the Funds for investment
advisory and administrative services fees. The gross annual investment return
rates of 0%, 6% and 12% on the Fund's assets are equal to net annual investment
return rates (net of the 0.60% average daily charge) of -0.60%, 5.40% and
11.40%, respectively.
 
    In addition, the death benefit and surrender value as of the end of each
Contract Year take into account the (1) tax expense charge equal to an annual
rate of 0.40% of Account Value for the first ten Contract Years; (2)
administrative charge equal to an annual rate of 0.25% of Account Value
attributable to the Separate Account; (3) mortality and expense risk charge
equal to an annual rate of 0.90% of Account Value attributable to the Separate
Account; and (4) any Contingent Deferred Sales Charge and premium tax charge
which may be applicable in the first nine Contract Years.
 
   
    The hypothetical returns shown in the tables are without any tax charges
that may be attributable to the Separate Account in the future. In order to
produce after tax returns of 0%, 6%, and 12%, the Separate Account would have to
earn a sufficient amount in excess of 0% or 6% or 12% to cover any tax charges
(see "Deductions and Charges -- Taxes Charged Against the Separate Account,"
page 12).
    
 
    The "Premium Paid Plus Interest" column of each table shows the amount which
would accumulate if the initial premium was invested to earn interest, after
taxes of 5% per year, compounded annually.
 
   
    Hartford will furnish upon request, a comparable illustration reflecting the
proposed insureds age, risk classification, Face Amount or initial premium
requested, and reflecting guaranteed cost of insurance rates. Hartford will also
furnish an additional similar illustration reflecting current cost of insurance
rates which may be less than, but never greater than, the guaranteed cost of
insurance rates.
    
<PAGE>
28                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
   
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE: 45 MALE
                          INITIAL FACE AMOUNT: $40,161
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,865          9,870       40,161      10,787        9,794       40,161
      2         11,025          11,807         10,821       40,161      11,642       10,660       40,161
      3         11,576          12,834         11,859       40,161      12,573       11,603       40,161
      4         12,155          13,952         13,143       40,161      13,587       12,784       40,161
      5         12,763          15,172         14,382       40,161      14,693       13,909       40,161
      6         13,401          16,501         15,936       40,161      15,899       15,340       40,161
      7         14,071          17,948         17,414       40,161      17,216       16,687       40,161
      8         14,775          19,526         19,229       40,161      18,655       18,361       40,161
      9         15,513          21,246         20,993       40,161      20,228       19,978       40,161
     10         16,289          23,120         23,120       40,161      21,952       21,952       40,161
     11         17,103          25,288         25,288       40,161      23,941       23,941       40,161
     12         17,959          27,663         27,663       40,388      26,140       26,140       40,161
     13         18,856          30,264         30,264       42,975      28,575       28,575       40,577
     14         19,799          33,116         33,116       45,701      31,264       31,264       43,145
     15         20,789          36,246         36,246       48,570      34,217       34,217       45,851
     16         21,829          39,682         39,682       51,587      37,459       37,459       48,697
     17         22,920          43,443         43,443       55,607      41,007       41,007       52,490
     18         24,066          47,559         47,559       59,924      44,891       44,891       56,563
     19         25,270          52,064         52,064       64,560      49,141       49,141       60,936
     20         26,533          57,030         57,030       69,577      53,796       53,796       65,631
     25         33,864          89,881         89,881      104,262      84,682       84,682       98,231
     35         55,160         223,447        223,447      236,855     210,220      210,220      222,834
</TABLE>
    
 
   
 *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
**  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               29
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
   
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE: 45 MALE
                          INITIAL FACE AMOUNT: $40,161
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
    
 
   
<TABLE>
<CAPTION>
                                      CURRENT CHARGES*                  GUARANTEED CHARGES**
               PREMIUMS      ----------------------------------   --------------------------------
  END OF     ACCUMULATED                     CASH                               CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT     SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
   YEAR        PER YEAR         VALUE        VALUE     BENEFIT      VALUE       VALUE     BENEFIT
  -------   --------------   -----------   ---------   --------   ---------   ---------   --------
  <S>       <C>              <C>           <C>         <C>        <C>         <C>         <C>
      1         10,500         10,279         9,298     40,161      10,201       9,222     40,161
      2         11,025         10,568         9,606     40,161      10,399       9,441     40,161
      3         11,576         10,865         9,925     40,161      10,593       9,658     40,161
      4         12,155         11,171        10,403     40,161      10,782      10,021     40,161
      5         12,763         11,487        10,743     40,161      10,965      10,228     40,161
      6         13,401         11,812        11,294     40,161      11,140      10,628     40,161
      7         14,071         12,148        11,657     40,161      11,304      10,819     40,161
      8         14,775         12,494        12,232     40,161      11,454      11,197     40,161
      9         15,513         12,851        12,619     40,161      11,589      11,360     40,161
     10         16,289         13,219        13,219     40,161      11,703      11,703     40,161
     11         17,103         13,667        13,667     40,161      11,844      11,844     40,161
     12         17,959         14,131        14,131     40,161      11,963      11,963     40,161
     13         18,856         14,611        14,611     40,161      12,058      12,058     40,161
     14         19,799         15,109        15,109     40,161      12,125      12,125     40,161
     15         20,789         15,625        15,625     40,161      12,159      12,159     40,161
     16         21,829         16,160        16,160     40,161      12,156      12,156     40,161
     17         22,920         16,715        16,715     40,161      12,108      12,108     40,161
     18         24,066         17,289        17,289     40,161      12,005      12,005     40,161
     19         25,270         17,884        17,884     40,161      11,839      11,839     40,161
     20         26,533         18,501        18,501     40,161      11,598      11,598     40,161
     25         33,864         21,395        21,395     40,161       8,813       8,813     40,161
     35         55,160         30,942        30,942     40,161          --          --         --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
30                                               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% (-0.60% NET)
    
 
   
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
               PREMIUMS      --------------------------------   ------------------------------
  END OF     ACCUMULATED                    CASH                             CASH
  CONTRACT  AT 5% INTEREST    ACCOUNT     SURRENDER   DEATH     ACCOUNT    SURRENDER   DEATH
   YEAR        PER YEAR        VALUE       VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  -------   --------------   ----------   --------   --------   --------   --------   --------
  <S>       <C>              <C>          <C>        <C>        <C>        <C>        <C>
      1         10,500         9,694        8,726     40,161      9,616      8,649     40,161
      2         11,025         9,397        8,459     40,161      9,226      8,291     40,161
      3         11,576         9,108        8,199     40,161      8,829      7,925     40,161
      4         12,155         8,827        9,095     40,161      8,426      7,699     40,161
      5         12,763         8,554        7,847     40,161      8,013      7,312     40,161
      6         13,401         8,288        7,805     40,161      7,588      7,113     40,161
      7         14,071         8,030        7,569     40,161      7,150      6,696     40,161
      8         14,775         7,778        7,540     40,161      6,694      6,461     40,161
      9         15,513         7,534        7,315     40,161      6,218      6,002     40,161
     10         16,289         7,297        7,297     40,161      5,717      5,717     40,161
     11         17,103         7,101        7,101     40,161      5,211      5,211     40,161
     12         17,959         6,910        6,910     40,161      4,673      4,673     40,161
     13         18,856         6,723        6,723     40,161      4,100      4,100     40,161
     14         19,799         6,541        6,541     40,161      3,488      3,488     40,161
     15         20,789         6,363        6,363     40,161      2,833      2,833     40,161
     16         21,829         6,188        6,188     40,161      2,127      2,127     40,161
     17         22,920         6,018        6,018     40,161      1,361      1,361     40,161
     18         24,066         5,852        5,852     40,161        526        526     40,161
     19         25,270         5,689        5,689     40,161         --         --         --
     20         26,533         5,530        5,530     40,161         --         --         --
     25         33,864         4,789        4,789     40,161         --         --         --
     35         55,160         3,538        3,538     40,161         --         --         --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               31
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
   
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                              ISSUE AGE: 55 FEMALE
                          INITIAL FACE AMOUNT: $33,334
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
    
 
   
<TABLE>
<CAPTION>
                                      CURRENT CHARGES*                  GUARANTEED CHARGES**
               PREMIUMS      ----------------------------------   --------------------------------
  END OF     ACCUMULATED                     CASH                               CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT     SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
   YEAR        PER YEAR         VALUE        VALUE     BENEFIT      VALUE       VALUE     BENEFIT
  -------   --------------   -----------   ---------   --------   ---------   ---------   --------
  <S>       <C>              <C>           <C>         <C>        <C>         <C>         <C>
      1         10,500         10,865         9,870      33,334     10,758       9,766      33,334
      2         11,025         11,807        10,821      33,334     10,758       9,766      33,334
      3         11,576         12,834        11,859      33,334     12,488      11,519      33,334
      4         12,155         13,952        13,143      33,334     13,477      12,675      33,334
      5         12,763         15,172        14,382      33,334     14,562      13,780      33,334
      6         13,401         16,501        15,936      33,334     15,751      15,193      33,334
      7         14,071         17,948        17,414      33,334     17,055      16,527      33,334
      8         14,775         19,526        19,229      33,334     18,484      18,192      33,334
      9         15,513         21,246        20,993      33,334     20,053      19,803      33,334
     10         16,289         23,120        23,120      33,334     21,778      21,778      33,334
     11         17,103         25,291        25,291      33,334     23,778      23,778      33,334
     12         17,959         27,695        27,695      33,334     26,001      26,001      33,334
     13         18,856         30,365        30,365      35,831     28,481      28,481      33,608
     14         19,799         33,295        33,295      38,956     31,228      31,228      36,537
     15         20,789         36,509        36,509      42,351     34,240      34,240      39,719
     16         21,829         40,033        40,033      46,039     37,543      37,543      43,175
     17         22,920         43,908        43,908      49,616     41,175      41,175      46,528
     18         24,066         48,169        48,169      55,468     45,169      45,169      50,138
     19         25,270         52,861        52,861      57,619     49,566      49,566      54,028
     20         26,533         58,025        58,025      63,247     54,375      54,375      59,270
     25         33,864         92,388        92,388      97,932     86,577      86,577      91,773
     35         55,160        230,636       230,636     242,168    213,920     213,920     224,617
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
32                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
   
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                              ISSUE AGE: 55 FEMALE
                          INITIAL FACE AMOUNT: $33,334
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
    
 
   
<TABLE>
<CAPTION>
                                      CURRENT CHARGES*                  GUARANTEED CHARGES**
               PREMIUMS      ----------------------------------   --------------------------------
  END OF     ACCUMULATED                     CASH                               CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT     SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
   YEAR        PER YEAR         VALUE        VALUE     BENEFIT      VALUE       VALUE     BENEFIT
  -------   --------------   -----------   ---------   --------   ---------   ---------   --------
  <S>       <C>              <C>           <C>         <C>        <C>         <C>         <C>
      1         10,500         10,279         9,928     33,334      10,172       9,193     33,334
      2         11,025         10,568         9,606     33,334      10,341       9,385     33,334
      3         11,576         10,865         9,925     33,334      10,508       9,574     33,334
      4         12,155         11,171        10,403     33,334      10,671       9,911     33,334
      5         12,763         11,487        10,743     33,334      10,831      10,095     33,334
      6         13,401         11,812        11,294     33,334      10,984      10,474     33,334
      7         14,071         12,148        11,657     33,334      11,127      10,644     33,334
      8         14,775         12,494        12,232     33,334      11,256      11,000     33,334
      9         15,513         12,851        12,619     33,334      11,366      11,138     33,334
     10         16,289         13,219        13,219     33,334      11,452      11,452     33,334
     11         17,103         13,667        13,667     33,334      11,559      11,559     33,334
     12         17,959         14,131        14,131     33,334      11,641      11,641     33,334
     13         18,856         14,611        14,611     33,334      11,696      11,696     33,334
     14         19,799         15,109        15,109     33,334      11,721      11,721     33,334
     15         20,789         15,625        15,625     33,334      11,711      11,711     33,334
     16         21,829         16,160        16,160     33,334      11,658      11,658     33,334
     17         22,920         16,517        16,517     33,334      11,547      11,547     33,334
     18         24,066         17,289        17,289     33,334      11,362      11,362     33,334
     19         25,270         17,884        17,884     33,334      11,084      11,084     33,334
     20         26,533         18,501        18,501     33,334      10,689      10,689     33,334
     25         33,864         21,935        21,935     33,334       6,012       6,012     33,334
     35         55,160         30,942        30,942     33,334          --          --         --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               33
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
   
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                              ISSUE AGE: 55 FEMALE
                          INITIAL FACE AMOUNT: $33,334
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
    
 
   
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
               PREMIUMS      --------------------------------   ------------------------------
  END OF     ACCUMULATED                    CASH                             CASH
  CONTRACT  AT 5% INTEREST    ACCOUNT     SURRENDER   DEATH     ACCOUNT    SURRENDER   DEATH
   YEAR        PER YEAR        VALUE       VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  -------   --------------   ----------   --------   --------   --------   --------   --------
  <S>       <C>              <C>          <C>        <C>        <C>        <C>        <C>
      1         10,500         9,694        8,726     33,334      9,587      8,621     33,334
      2         11,025         9,397        8,459     33,334      9,168      8,235     33,334
      3         11,576         9,108        8,199     33,334      8,745      7,842     33,334
      4         12,155         8,827        8,095     33,334      8,315      7,591     33,334
      5         12,763         8,554        7,847     33,334      7,879      7,181     33,334
      6         13,401         8,288        7,805     33,334      7,433      6,959     33,334
      7         14,071         8,030        7,569     33,334      6,973      6,520     33,334
      8         14,775         7,778        7,540     33,334      6,492      6,260     33,334
      9         15,513         7,534        7,315     33,334      5,986      5,771     33,334
     10         16,289         7,297        7,297     33,334      5,449      5,449     33,334
     11         17,103         7,101        7,101     33,334      4,898      4,898     33,334
     12         17,959         6,910        6,910     33,334      4,307      4,307     33,334
     13         18,856         6,723        6,723     33,334      3,676      3,676     33,334
     14         19,799         6,541        6,541     33,334      3,000      3,000     33,334
     15         20,789         6,363        6,363     33,334      2,273      2,273     33,334
     16         21,829         6,188        6,188     33,334      1,482      1,482     33,334
     17         22,920         6,018        6,018     33,334        610        610     33,334
     18         24,066         5,852        5,852     33,334         --         --         --
     19         25,270         5,689        5,689     33,334         --         --         --
     20         26,533         5,530        5,530     33,334         --         --         --
     25         33,864         4,789        4,789     33,334         --         --         --
     35         55,160         3,538        3,538     33,334         --         --         --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS.ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN.THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS.THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT.NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
34                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
   
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE: 65 MALE
                          INITIAL FACE AMOUNT: $19,380
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,865          9,870       19,380      10,681        9,690       19,380
      2         11,025          11,807         10,821       19,380      11,245       10,446       19,380
      3         11,576          12,834         11,859       19,380      12,244       11,280       19,380
      4         12,155          13,952         13,143       19,380      13,150       12,353       19,380
      5         12,763          15,172         14,382       19,380      14,160       13,383       19,380
      6         13,401          16,501         15,936       19,380      15,292       14,740       19,380
      7         14,071          17,954         17,420       20,289      16,571       16,047       19,380
      8         14,775          19,552         19,254       21,703      18,024       17,734       20,007
      9         15,513          21,306         21,053       23,224      19,638       19,389       21,406
     10         16,289          23,209         23,309       25,298      21,389       21,389       23,315
     11         17,103          25,389         25,389       27,420      23,395       23,395       25,268
     12         17,959          27,782         27,782       29,728      25,599       25,599       27,391
     13         18,856          30,395         30,395       32,523      27,999       27,999       29,960
     14         19,799          33,264         33,264       35,261      30,640       30,640       32,479
     15         20,789          36,398         36,398       38,583      33,518       33,518       35,530
     16         21,829          39,845         39,845       41,838      36,690       36,690       38,525
     17         22,920          43,606         43,606       45,786      40,146       40,146       42,153
     18         24,066          47,724         47,724       50,111      43,908       43,908       46,103
     19         25,270          52,235         52,235       54,847      47,998       47,998       50,398
     20         26,533          57,208         57,208       60,069      52,440       52,440       55,062
     25         33,864          90,146         90,146       94,653      81,072       81,072       85,126
     35         55,160         223,848        223,848      226,086     195,316      195,316      197,269
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               35
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
   
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE: 65 MALE
                          INITIAL FACE AMOUNT: $19,380
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
    
 
   
<TABLE>
<CAPTION>
                                      CURRENT CHARGES*                  GUARANTEED CHARGES**
               PREMIUMS      ----------------------------------   --------------------------------
  END OF     ACCUMULATED                     CASH                               CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT     SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
   YEAR        PER YEAR         VALUE        VALUE     BENEFIT      VALUE       VALUE     BENEFIT
  -------   --------------   -----------   ---------   --------   ---------   ---------   --------
  <S>       <C>              <C>           <C>         <C>        <C>         <C>         <C>
      1         10,500         10,279         9,298     19,380      10,092       9,115     19,380
      2         11,025         10,568         9,606     19,380      10,166       9,213     19,380
      3         11,576         10,865         9,925     19,380      10,221       9,292     19,380
      4         12,155         11,171        10,403     19,380      10,251       9,497     19,380
      5         12,763         11,487        10,743     19,380      10,254       9,526     19,380
      6         13,401         11,812        11,294     19,380      10,223       9,721     19,380
      7         14,071         12,148        11,657     19,380      10,151       9,675     19,380
      8         14,775         12,494        12,232     19,380      10,028       9,778     19,380
      9         15,513         12,851        12,619     19,380       9,841       9,617     19,380
     10         16,289         13,219        13,219     19,380       9,578       9,578     19,380
     11         17,103         13,667        13,667     19,380       9,263       9,263     19,380
     12         17,959         14,131        14,131     19,380       8,842       8,842     19,380
     13         18,856         14,611        14,611     19,380       8,294       8,294     19,380
     14         19,799         15,109        15,109     19,380       7,590       7,590     19,380
     15         20,789         15,625        15,625     19,380       6,694       6,694     19,380
     16         21,829         16,160        16,160     19,380       5,552       5,552     19,380
     17         22,920         16,715        16,715     19,380       4,091       4,091     19,380
     18         24,066         17,289        17,289     19,380       2,210       2,210     19,380
     19         25,270         17,884        17,884     19,380          --          --         --
     20         26,533         18,501        18,501     19,426          --          --         --
     25         33,864         21,935        21,935     23,033          --          --         --
     35         55,160         30,944        30,944     31,254          --          --         --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
36                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
   
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE: 55 MALE
                          INITIAL FACE AMOUNT: $19,380
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
    
 
   
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
               PREMIUMS      --------------------------------   ------------------------------
  END OF     ACCUMULATED                    CASH                             CASH
  CONTRACT  AT 5% INTEREST    ACCOUNT     SURRENDER   DEATH     ACCOUNT    SURRENDER   DEATH
   YEAR        PER YEAR        VALUE       VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  -------   --------------   ----------   --------   --------   --------   --------   --------
  <S>       <C>              <C>          <C>        <C>        <C>        <C>        <C>
      1         10,500         9,694        8,726     19,380      9,504      8,540     19,380
      2         11,025         9,397        8,459     19,380      8,980      8,051     19,380
      3         11,576         9,108        8,199     19,380      8,424      7,527     19,380
      4         12,155         8,827        8,095     19,380      7,830      7,112     19,380
      5         12,763         8,554        7,847     19,380      7,190      6,500     19,380
      6         13,401         8,288        7,805     19,380      6,494      6,030     19,380
      7         14,071         8,030        7,569     19,380      5,731      5,288     19,380
      8         14,775         7,778        7,540     19,380      4,883      5,659     19,380
      9         15,513         7,534        7,315     19,380      3,931      3,721     19,380
     10         16,289         7,297        7,297     19,380      2,853      2,853     19,380
     11         17,103         7,101        7,101     19,380      1,634      1,634     19,380
     12         17,959         6,910        6,910     19,380        232        232     19,380
     13         18,856         6,723        6,723     19,380         --         --         --
     14         19,799         6,541        6,541     19,380         --         --         --
     15         20,789         6,363        6,363     19,380         --         --         --
     16         21,829         6,188        6,188     19,380         --         --         --
     17         22,920         6,018        6,018     19,380         --         --         --
     18         24,066         5,852        5,852     19,380         --         --         --
     19         25,270         5,689        5,689     19,380         --         --         --
     20         26,533         5,530        5,530     19,380         --         --         --
     25         33,864         4,789        4,789     19,380         --         --         --
     35         55,160         3,538        3,538     19,380         --         --         --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               37
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
   
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 55 MALE\55 FEMALE
                          INITIAL FACE AMOUNT: $44,053
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,933          9,937       44,053      10,933        9,937       44,053
      2         11,025          11,950         10,961       44,053      11,950       10,961       44,053
      3         11,576          13,058         12,080       44,053      13,058       12,080       44,053
      4         12,155          14,266         13,452       44,053      14,266       13,452       44,053
      5         12,763          15,583         14,788       44,053      15,583       14,788       44,053
      6         13,401          17,019         16,449       44,053      17,019       16,449       44,053
      7         14,071          18,584         18,044       44,053      18,584       18,044       44,053
      8         14,775          20,291         19,989       44,053      20,290       19,988       44,053
      9         15,513          22,156         21,901       44,053      22,150       21,894       44,053
     10         16,289          24,197         24,197       44,053      24,179       24,179       44,053
     11         17,103          26,560         26,560       44,053      26,501       26,501       44,053
     12         17,959          29,158         29,158       44,053      29,052       29,052       44,053
     13         18,856          32,014         32,014       44,053      31,860       31,860       44,053
     14         19,799          35,152         35,152       44,053      34,958       34,958       44,053
     15         20,789          38,606         38,606       44,053      38,386       38,386       44,528
     16         21,829          42,407         42,407       48,769      42,165       42,165       48,490
     17         22,920          46,583         46,583       52,640      46,317       46,317       52,339
     18         24,066          51,173         51,173       56,803      50,881       50,881       56,478
     19         25,270          56,253         56,253       61,317      55,932       55,932       60,966
     20         26,533          61,825         61,825       67,390      61,463       61,463       66,995
     25         33,864          99,143         99,143      105,092      98,250       98,250      104,146
     35         55,160         254,947        254,947      267,695     243,379      243,379      255,549
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
38                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
   
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 55 MALE\55 FEMALE
                          INITIAL FACE AMOUNT: $44,053
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
    
 
   
<TABLE>
<CAPTION>
                                      CURRENT CHARGES*                  GUARANTEED CHARGES**
               PREMIUMS      ----------------------------------   --------------------------------
  END OF     ACCUMULATED                     CASH                               CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT     SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
   YEAR        PER YEAR         VALUE        VALUE     BENEFIT      VALUE       VALUE     BENEFIT
  -------   --------------   -----------   ---------   --------   ---------   ---------   --------
  <S>       <C>              <C>           <C>         <C>        <C>         <C>         <C>
      1         10,500         10,344         9,361     44,053      10,344       9,361     44,053
      2         11,025         10,694         9,730     44,053      10,694       9,730     44,053
      3         11,576         11,051        10,108     44,053      11,051      10,108     44,053
      4         12,155         11,413        10,641     44,053      11,413      10,641     44,053
      5         12,763         11,778        11,031     44,053      11,778      11,031     44,053
      6         13,401         12,155        11,634     44,053      12,146      11,625     44,053
      7         14,071         12,546        12,052     44,053      12,515      12,021     44,053
      8         14,775         12,949        12,685     44,053      12,881      12,617     44,053
      9         15,513         13,367        13,134     44,053      13,242      13,009     44,053
     10         16,289         13,800        13,800     44,053      13,594      13,594     44,053
     11         17,103         14,318        14,318     44,053      13,988      13,988     44,053
     12         17,959         14,858        14,858     44,053      14,368      14,368     44,053
     13         18,856         15,419        15,419     44,053      14,730      14,730     44,053
     14         19,799         16,002        16,002     44,053      15,069      15,069     44,053
     15         20,789         16,609        16,609     44,053      15,378      15,378     44,053
     16         21,829         17,239        17,239     44,053      15,649      15,649     44,053
     17         22,920         17,895        17,895     44,053      15,869      15,869     44,053
     18         24,066         18,577        18,577     44,053      16,023      16,023     44,053
     19         25,270         19,287        19,287     44,053      16,091      16,091     44,053
     20         26,533         20,024        20,024     44,053      16,051      16,051     44,053
     25         33,864         24,177        24,177     44,053      13,215      13,215     44,053
     35         55,160         35,364        35,364     44,053          --          --         --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               39
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
   
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 55 MALE\55 FEMALE
                          INITIAL FACE AMOUNT: $44,053
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
    
 
   
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
               PREMIUMS      --------------------------------   ------------------------------
  END OF     ACCUMULATED                    CASH                             CASH
  CONTRACT  AT 5% INTEREST    ACCOUNT     SURRENDER   DEATH     ACCOUNT    SURRENDER   DEATH
   YEAR        PER YEAR        VALUE       VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  -------   --------------   ----------   --------   --------   --------   --------   --------
  <S>       <C>              <C>          <C>        <C>        <C>        <C>        <C>
      1         10,500         9,755        8,785     44,053      9,755      8,785     44,053
      2         11,025         9,509        8,569     44,053      9,509      8,569     44,053
      3         11,576         9,260        8,348     44,053      9,260      8,348     44,053
      4         12,155         9,008        8,273     44,053      9,008      8,273     44,053
      5         12,763         8,761        8,051     44,053      8,751      8,042     44,053
      6         13,401         8,519        8,034     44,053      8,486      8,002     44,053
      7         14,071         8,283        7,821     44,053      8,212      7,750     44,053
      8         14,775         8,053        7,813     44,053      7,924      7,685     44,053
      9         15,513         7,829        7,609     44,053      7,619      7,400     44,053
     10         16,289         7,610        7,610     44,053      7,291      7,291     44,053
     11         17,103         7,433        7,433     44,053      6,964      6,964     44,053
     12         17,959         7,260        7,260     44,053      6,602      6,602     44,053
     13         18,856         7,090        7,090     44,053      6,199      6,199     44,053
     14         19,799         6,924        6,924     44,053      5,749      5,749     44,053
     15         20,789         6,760        6,760     44,053      5,242      5,242     44,053
     16         21,829         6,600        6,600     44,053      4,667      4,667     44,053
     17         22,920         6,443        6,443     44,053      4,007      4,007     44,053
     18         24,066         6,289        6,289     44,053      3,239      3,239     44,053
     19         25,270         6,138        6,138     44,053      2,337      2,337     44,053
     20         26,533         5,990        5,990     44,053      1,268      1,268     44,053
     25         33,864         5,291        5,219     44,053         --         --         --
     35         55,160         4,082        4,082     44,053         --         --         --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
40                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
   
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 65 MALE\65 FEMALE
                          INITIAL FACE AMOUNT: $27,778
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
    
 
   
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS      -------------------------------------   -----------------------------------
  END OF     ACCUMULATED                       CASH                                  CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH      ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT      VALUE        VALUE       BENEFIT
  -------   --------------   ------------   ----------   ---------   ----------   ----------   ---------
  <S>       <C>              <C>            <C>          <C>         <C>          <C>          <C>
      1         10,500          10,928          9,932       27,778      10,928        9,932       27,778
      2         11,025          11,930         10,942       27,778      11,930       10,942       27,778
      3         11,576          13,014         12,037       27,778      13,013       12,036       27,778
      4         12,155          14,199         13,386       27,778      14,184       13,372       27,778
      5         12,763          15,495         14,071       27,778      15,453       14,660       27,778
      6         13,401          16,912         16,343       27,778      16,829       16,261       27,778
      7         14,071          18,461         17,923       27,778      18,325       17,788       27,778
      8         14,775          20,165         19,855       27,778      19,957       19,658       27,778
      9         15,513          22,009         21,754       27,778      21,745       21,491       27,778
     10         16,289          24,035         24,035       27,778      23,714       23,714       27,778
     11         17,103          26,384         26,384       28,495      26,006       26,006       28,087
     12         17,959          28,964         28,964       30,992      28,549       28,549       30,548
     13         18,856          31,800         31,800       34,027      31,331       31,331       33,525
     14         19,799          34,917         34,917       37,013      34,386       34,386       36,450
     15         20,789          38,343         38,343       40,644      37,726       37,726       39,991
     16         21,829          42,108         42,108       44,214      41,397       41,397       43,468
     17         22,920          46,246         46,246       48,559      45,407       45,407       47,678
     18         24,066          50,794         50,794       53,334      49,783       49,783       52,273
     19         25,270          55,825         55,825       58,617      54,550       54,550       57,278
     20         26,533          61,355         61,355       64,423      59,771       59,771       62,760
     25         33,864          98,388         98,388      103,308      93,315       93,315       97,981
     35         55,160         253,006        253,006      255,537     225,844      225,844      228,102
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               41
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
   
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 65 MALE\65 FEMALE
                          INITIAL FACE AMOUNT: $27,778
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
    
 
   
<TABLE>
<CAPTION>
                                      CURRENT CHARGES*                  GUARANTEED CHARGES**
               PREMIUMS      ----------------------------------   --------------------------------
  END OF     ACCUMULATED                     CASH                               CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT     SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
   YEAR        PER YEAR         VALUE        VALUE     BENEFIT      VALUE       VALUE     BENEFIT
  -------   --------------   -----------   ---------   --------   ---------   ---------   --------
  <S>       <C>              <C>           <C>         <C>        <C>         <C>         <C>
      1         10,500         10,339         9,357     27,778      10,339       9,357     27,778
      2         11,025         10,675         9,712     27,778      10,675       9,712     27,778
      3         11,576         11,014        10,071     27,778      11,005      10,062     27,778
      4         12,155         11,365        10,594     27,778      11,325      10,556     27,778
      5         12,763         11,728        10,981     27,778      11,634      10,889     27,778
      6         13,401         12,103        11,582     27,778      11,926      11,407     27,778
      7         14,071         12,492        11,998     27,778      12,197      11,705     27,778
      8         14,775         12,894        12,629     27,778      12,437      12,175     27,778
      9         15,513         13,309        13,076     27,778      12,640      12,408     27,778
     10         16,289         13,740        13,740     27,778      12,793      12,793     27,778
     11         17,103         14,256        14,256     27,778      12,939      12,939     27,778
     12         17,959         14,793        14,793     27,778      13,016      13,016     27,778
     13         18,856         15,351        15,351     27,778      13,010      13,010     33,334
     14         19,799         15,932        15,932     27,778      12,906      12,906     27,778
     15         20,789         16,536        16,536     27,778      12,682      12,682     27,778
     16         21,829         17,164        17,164     27,778      12,308      12,308     27,778
     17         22,920         17,817        17,817     27,778      11,743      11,743     27,778
     18         24,066         18,496        18,496     27,778      10,931      10,931     27,778
     19         25,270         19,202        19,202     27,778       9,768       9,768     27,778
     20         26,533         19,936        19,936     27,778       8,247       8,247     27,778
     25         33,864         24,069        24,069     27,778          --          --         --
     35         55,160         35,205        35,205     35,558          --          --         --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
42                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
   
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 65 MALE\65 FEMALE
                          INITIAL FACE AMOUNT: $27,778
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
    
 
   
<TABLE>
<CAPTION>
                                     CURRENT CHARGES*                GUARANTEED CHARGES**
               PREMIUMS      --------------------------------   ------------------------------
  END OF     ACCUMULATED                    CASH                             CASH
  CONTRACT  AT 5% INTEREST    ACCOUNT     SURRENDER   DEATH     ACCOUNT    SURRENDER   DEATH
   YEAR        PER YEAR        VALUE       VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  -------   --------------   ----------   --------   --------   --------   --------   --------
  <S>       <C>              <C>          <C>        <C>        <C>        <C>        <C>
      1         10,500         9,750        8,781     27,778      9,750      8,781     27,778
      2         11,025         9,489        8,549     27,778      9,489      8,549     27,778
      3         11,576         9,230        8,318     27,778      9,213      8,302     27,778
      4         12,155         8,977        8,242     27,778      8,919      8,184     27,778
      5         12,763         8,830        8,021     27,778      8,599      7,892     27,778
      6         13,401         8,489        8,004     27,778      8,251      7,768     27,778
      7         14,071         8,254        7,792     27,778      7,865      7,406     27,778
      8         14,775         8,025        7,785     27,778      7,430      7,193     27,778
      9         15,513         7,801        7,582     27,778      6,933      6,716     27,778
     10         16,289         7,583        7,583     27,778      6,359      6,359     27,778
     11         17,103         7,407        7,407     27,778      5,712      5,712     27,778
     12         17,959         7,234        7,234     27,778      4,946      4,946     27,778
     13         18,856         7,065        7,065     27,778      4,038      4,038     27,778
     14         19,799         6,899        6,899     27,778      2,959      2,959     27,778
     15         20,789         6,736        6,736     27,778      1,672      1,672     27,778
     16         21,829         6,576        6,576     27,778        125        125     27,778
     17         22,920         6,419        6,419     27,778         --         --         --
     18         24,066         6,266        6,266     27,778         --         --         --
     19         25,270         6,115        6,115     27,778         --         --         --
     20         26,533         5,968        5,968     27,778         --         --         --
     25         33,864         5,271        5,271     27,778         --         --         --
     35         55,160         4,066        4,066     27,778         --         --         --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
                    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, 1996 and 1995, 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, 1996. 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 financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
    
 
   
In our opinion, the 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, 1996 and
1995, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996 in conformity with generally
accepted accounting principles.
    
 
   
As discussed in Note 2 of Notes to Consolidated Financial Statements, Hartford
Life Insurance Company adopted a new accounting standard promulgated by the
Financial Accounting Standards Board, changing its method 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
February 10, 1997
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                       CONSOLIDATED STATEMENTS OF INCOME
 
   
<TABLE>
<CAPTION>
                                                        FOR THE YEARS ENDED
                                                            DECEMBER 31,
                                                      ------------------------
                                                       1996     1995     1994
                                                      ------   ------   ------
                                                           (IN MILLIONS)
 <S>                                                  <C>      <C>      <C>
 Revenues
   Premiums and other considerations...............   $1,705   $1,487   $1,100
   Net investment income...........................    1,397    1,328    1,292
   Net realized capital (losses) gains.............     (213)     (11)       7
                                                      ------   ------   ------
     Total Revenues................................    2,889    2,804    2,399
                                                      ------   ------   ------
 Benefits, Claims and Expenses
   Benefits, claims and claim adjustment
    expenses.......................................    1,535    1,422    1,405
   Amortization of deferred policy acquisition
    costs..........................................      234      199      145
   Dividends to policyholders......................      635      675      419
   Other insurance expenses........................      427      317      227
                                                      ------   ------   ------
     Total Benefits, Claims and Expenses...........    2,831    2,613    2,196
                                                      ------   ------   ------
   Income before income tax expense................       58      191      203
   Income tax expense..............................       20       62       65
                                                      ------   ------   ------
 Net income........................................   $   38   $  129   $  138
                                                      ------   ------   ------
                                                      ------   ------   ------
</TABLE>
    
 
   
The accompanying notes to consolidated financial statements are an integral part
                            of the above statements.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                          CONSOLIDATED BALANCE SHEETS
 
   
<TABLE>
<CAPTION>
                                                       AS OF DECEMBER
                                                             31,
                                                      -----------------
                                                       1996      1995
                                                      -------   -------
 <S>                                                  <C>       <C>
                                                        (IN MILLIONS
                                                        EXCEPT SHARE
                                                            DATA)
 Assets
   Investments
   Fixed maturities, available for sale, at fair
    value (amortized cost $13,579 and $14,440).....   $13,624   $14,400
   Equity securities, available for sale, at fair
    value..........................................       119        63
   Policy loans, at outstanding balance............     3,836     3,381
   Mortgage loans, at outstanding balance..........         2       265
   Other investments, at cost......................        54       156
                                                      -------   -------
     Total investments.............................    17,635    18,265
   Cash............................................        43        46
   Premiums and amounts receivable.................       137       165
   Accrued investment income.......................       407       394
   Reinsurance recoverable.........................     6,066     6,221
   Deferred policy acquisition costs...............     2,760     2,188
   Deferred income tax.............................       474       420
   Other assets....................................       357       234
   Separate account assets.........................    49,690    36,264
                                                      -------   -------
     Total assets..................................   $77,569   $64,197
                                                      -------   -------
                                                      -------   -------
 Liabilities
   Future policy benefits..........................   $ 2,281   $ 2,373
   Other policyholder funds........................    22,134    22,598
   Other liabilities...............................     1,572     1,233
   Separate account liabilities....................    49,690    36,264
                                                      -------   -------
     Total liabilities.............................    75,677    62,468
                                                      -------   -------
 Stockholder's Equity
   Common stock, $5,690 par value, 1,000 shares
    authorized, issued and outstanding.............         6         6
   Capital surplus.................................     1,045     1,007
   Net unrealized capital gain (loss) on
    investments, net of tax........................        30       (57)
   Retained earnings...............................       811       773
                                                      -------   -------
     Total stockholder's equity....................     1,892     1,729
                                                      -------   -------
   Total liabilities and stockholder's equity......   $77,569   $64,197
                                                      -------   -------
                                                      -------   -------
</TABLE>
    
 
   
The accompanying notes to consolidated financial statements are an integral part
                            of the above statements.
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
 
   
<TABLE>
<CAPTION>
                                                                       NET UNREALIZED
                                                                        CAPITAL GAIN
                                                                         (LOSS) ON                       TOTAL
                                            COMMON      CAPITAL         INVESTMENTS,     RETAINED    STOCKHOLDER'S
                                            STOCK       SURPLUS          NET OF TAX      EARNINGS       EQUITY
                                            ------   --------------    --------------    --------    -------------
 <S>                                        <C>      <C>               <C>               <C>         <C>
                                                                        (IN MILLIONS)
 Balance, December 31, 1993..............     $6         $  676            $  (5)          $516         $1,193
   Net income............................     --             --               --            138            138
   Dividends declared on common stock....     --             --               --            (10)           (10)
   Capital contribution..................     --            150               --             --            150
   Change in net unrealized capital loss
    on investments, net of tax(1)........     --             --             (649)            --           (649)
                                              --
                                                         ------           ------         --------       ------
 Balance, December 31, 1994..............      6            826             (654)           644            822
   Net income............................     --             --               --            129            129
   Capital contribution..................     --            181               --             --            181
   Change in net unrealized capital gain
    on investments, net of tax...........     --             --              597             --            597
                                              --
                                                         ------           ------         --------       ------
 Balance, December 31, 1995..............      6          1,007              (57)           773          1,729
   Net income............................     --             --               --             38             38
   Capital contribution..................     --             38               --             --             38
   Change in net unrealized capital gain
    on investments, net of tax...........     --             --               87             --             87
                                              --
                                                         ------           ------         --------       ------
 Balance, December 31, 1996..............     $6         $1,045            $  30           $811         $1,892
                                              --
                                              --
                                                         ------           ------         --------       ------
                                                         ------           ------         --------       ------
</TABLE>
    
 
- ------------------------
   
(1) The 1994 change in net unrealized capital loss on investments, net of tax,
    includes a gain of $91 due to the adoption of SFAS No. 115 as discussed in
    Note 2(b) of Notes to Consolidated Financial Statements.
    
 
   
The accompanying notes to consolidated financial statements are an integral part
                            of the above statements.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
<TABLE>
<CAPTION>
                                            FOR THE YEARS ENDED DECEMBER 31,
                                            --------------------------------
                                              1996        1995        1994
                                            --------    --------    --------
 <S>                                        <C>         <C>         <C>
                                                     (IN MILLIONS)
 Operating Activities
   Net income............................   $     38    $    129    $    138
   Adjustments to net income:
   Net realized capital losses (gains) on
    sale of investments..................        213          11          (7)
   Net amortization of premium on fixed
    maturities...........................         14          21          41
   Increase in deferred income taxes.....       (102)       (172)       (128)
   Increase in deferred policy
    acquisition costs....................       (572)       (379)       (441)
   Decrease (increase) in premiums and
    amounts receivable...................         10         (81)         10
   Increase in accrued investment
    income...............................        (13)        (16)       (106)
   (Increase) decrease in other assets...       (132)       (177)        101
   Decrease (increase) in reinsurance
    recoverable..........................        179         (35)         75
   (Decrease) increase in liability for
    future policy benefits...............        (92)        483         224
   Increase in other liabilities.........        477         281         191
                                            --------    --------    --------
     Cash provided by operating
      activities.........................         20          65          98
                                            --------    --------    --------
 Investing Activities
   Purchases of fixed maturity
    investments..........................     (5,747)     (6,228)     (9,127)
   Sales of fixed maturity investments...      3,459       4,845       5,713
   Maturities and principal paydowns of
    fixed maturity investments...........      2,693       1,741       1,931
   Net purchase of other investments.....       (107)       (871)     (1,338)
   Net sales (purchases) of short-term
    investments..........................         84         (24)        135
                                            --------    --------    --------
     Cash provided by (used for)
      investing activities...............        382        (537)     (2,686)
                                            --------    --------    --------
 Financing Activities
   Capital contribution..................         38          --         150
   Dividends paid........................         --          --         (10)
   Net (disbursements for) receipts from
    investment and universal life-type
    contracts (charged from) credited to
    policyholder accounts................       (443)        498       2,467
                                            --------    --------    --------
     Cash (used for) provided by
      financing activities...............       (405)        498       2,607
                                            --------    --------    --------
   Net (decrease) increase in cash.......         (3)         26          19
   Cash--beginning of year...............         46          20           1
                                            --------    --------    --------
 Cash--end of year.......................   $     43    $     46    $     20
                                            --------    --------    --------
                                            --------    --------    --------
</TABLE>
    
 
   
The accompanying notes to consolidated financial statements are an integral part
                            of the above statements.
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 1996
                                 (IN MILLIONS)
 
   
- ---------------------------------------------------
    
 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
 
   
    These consolidated financial statements include Hartford Life Insurance
Company and its wholly-owned subsidiaries (the "Company"), ITT Hartford Life and
Annuity Insurance Company ("ILA") and ITT Hartford International Life
Reassurance Corporation ("HLRe"), formerly American Skandia Life Reinsurance
Corporation. The Company is a wholly-owned subsidiary of Hartford Life and
Accident Insurance Company ("HLA"), a wholly-owned subsidiary of Hartford Life,
Inc. ("Hartford Life"), a direct subsidiary of Hartford Accident and Indemnity
Company, an indirect subsidiary of ITT Hartford Group, Inc. ("The Hartford").
Hartford Life was formed on December 13, 1996 and capitalized on December 16,
1996 with the contribution of all the outstanding common stock of HLA. On
February 10, 1997, The Hartford, the ultimate parent of Hartford Life, announced
its intention to sell up to 20% of Hartford Life during the second quarter of
1997. Management believes that this transaction will not have a material impact
on the operations of the Company (See Note 11).
    
 
   
    On December 19, 1995, ITT Industries, Inc. (formerly ITT Corporation)("ITT")
distributed all the outstanding shares of capital stock of The Hartford to ITT
stockholders of record on such date (the transactions relating to such
distribution are referred to herein as the "ITT Spin-off"). As a result of the
ITT Spin-off, The Hartford became an independent, publicly traded company.
    
 
   
    The Company is a leading insurance and financial services company which
provides: (a) investment products such as individual variable annuities and
fixed market value adjusted annuities, deferred compensation plan services and
mutual funds for savings and retirement needs; (b) life insurance for income
protection and estate planning; and (c) employee benefits products such as
corporate owned life insurance.
    
 
   
- ---------------------------------------------------
    
 2. SIGNIFICANT ACCOUNTING POLICIES
 
   
(A) BASIS OF PRESENTATION
    
 
   
    These financial statements present the financial position, results of
operations and cash flows of the Company, and all material intercompany
transactions and balances between Hartford Life Insurance Company and its
subsidiaries have been eliminated. The consolidated financial statements are
prepared on a basis of generally accepted accounting principles which differ
materially from the statutory accounting prescribed by various insurance
regulatory authorities.
    
 
   
    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.
    
 
   
(B) CHANGES IN ACCOUNTING PRINCIPLES
    
 
   
    On November 14, 1996, the Emerging Issues Task Force ("EITF") reached a
consensus on Issue No. 96-12, "Recognition of Interest Income and Balance Sheet
Classification of Structured Notes". This Issue requires companies to record
income on certain structured securities on a retrospective interest method. The
Company adopted EITF No. 96-12 for structured securities acquired after November
14, 1996. Adoption of EITF No. 96-12 did not have a material effect on the
Company's financial condition or results of operations.
    
 
   
    In June 1996, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities".
This statement established criteria for determining whether transferred assets
should be accounted for as sales or secured borrowings. Subsequently, in
December 1996, the FASB issued SFAS No. 127, "Deferral of Effective Date of
Certain Provisions of FASB Statement No. 125", which defers the effective date
of certain provisions of SFAS No. 125 for one year. Adoption of SFAS No. 125 is
not expected to have a material effect on the Company's financial condition or
results of operations.
    
 
   
    In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation", which is effective in 1996. As permitted by SFAS No. 123, the
Company continues to measure compensation costs of employee stock option plans
(relating to options on common stock of The Hartford) using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25. As of February
10, 1997, the Company had not adopted an employee stock compensation plan.
Certain officers of the Company participate in The Hartford's stock option plan.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
    Compensation costs allocated by The Hartford to the Company, as well as pro
forma compensation costs as determined under SFAS No. 123, were immaterial to
the results of operations for 1996 and 1995.
    
 
   
    Effective January 1, 1994, the Company adopted SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities". The new standard requires,
among other things, that securities be classified as "held-to-maturity",
"available-for-sale" or "trading" based on the Company's intentions with respect
to the ultimate disposition of the security and its ability to effect those
intentions. The classification determines the appropriate accounting carrying
value (cost basis or fair value) and, in the case of fair value, whether the
fair value difference from cost, net of tax, 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 after-tax impact included in stockholder's equity.
Under SFAS No. 115, the Company's fixed maturity investments 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 "Net unrealized capital gain (loss) on investments, net of
tax." As with the underlying investment security, unrealized capital 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 million. The Company'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 and are recognized in the period in
which services are provided. Premiums for traditional life insurance policies
are recognized as revenues when they are due from policyholders.
    
 
   
(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 and
mortality assumptions appropriate at the time the policies were issued.
Liabilities for universal life-type and investment contracts are stated at
policyholder account values before surrender charges.
    
 
   
(E) DEFERRED POLICY ACQUISITION COSTS
    
 
   
    Policy acquisition costs, including commissions and certain underwriting
expenses associated with acquiring business, are deferred and amortized over the
estimated lives of the contracts, generally 20 years. Generally, acquisition
costs are deferred and amortized using the retrospective deposit method. Under
the retrospective deposit method, acquisition costs are amortized in proportion
to the present value of expected gross profits from surrender charges,
investment, mortality and expense margins. Actual gross profits can vary from
management's estimates resulting in increases or decreases in the rate of
amortization. Management periodically updates these estimates, when appropriate,
and evaluates the recoverability of the deferred acquisition cost asset. When
appropriate, management revises its assumptions on the estimated gross profits
of these contracts and the cumulative amortization for the books of business are
reestimated and readjusted by a cumulative charge or credit to income.
    
 
   
(F) POLICYHOLDER REALIZED CAPITAL GAINS AND LOSSES
    
 
   
    Realized capital gains and losses on security transactions associated with
the Company's immediate participation guaranteed contracts are excluded from
revenues and deferred, 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.
    
 
   
(G) FOREIGN CURRENCY TRANSLATION
    
 
   
    Foreign currency translation gains and losses are reflected in stockholder's
equity. Balance sheet accounts are translated at the exchange rates in effect at
each year end and income statement accounts are translated at the average rates
of exchange prevailing during the year. The national currencies of international
operations are generally their functional currencies.
    
 
   
(H) INVESTMENTS
    
 
   
    The Company'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 fair value with the
after-tax difference from cost reflected as a component of stockholder's equity
designated as "Net unrealized capital gain (loss) on investments, net of tax".
Equity securities, which include common and non-redeemable preferred stocks, are
carried at fair value with the after-tax difference from cost reflected in
stockholder's equity. Policy and mortgage loans are each carried at their
outstanding balance which approximates fair value. Investments in partnerships
and trusts are carried at cost. Net realized capital gains (losses), after
deducting the policyholders' share, are reported as a component of revenue and
are determined on a specific identification basis.
    
 
   
    The Company's accounting policy for impairment recognition requires
recognition of an other than temporary impairment charge on a security if it is
determined that the Company is unable to recover all amounts due under the
contractual obligations of the security. In addition, the Company has
established specific criteria to be used in the
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
impairment evaluation of an individual portfolio of assets. Specifically, if the
asset portfolio is supporting a runoff operation, is forced to be liquidated
prior to maturity to meet liability commitments, and has fair value below
amortized cost, which will not materially fluctuate as a result of future
interest rate changes, then an other than temporary impairment condition has
been determined to have occurred. Each individual security within that portfolio
is evaluated to determine whether or not it is impaired. Once an impairment
charge has been recorded, the Company then continues to review the individual
impaired securities for appropriate valuation on an ongoing basis.
    
 
   
    During 1996, it was determined that certain individual securities within the
investment portfolio supporting the Company's closed block of guaranteed rate
contracts ("Closed Book GRC") were impaired. With the initiation of certain
hedge transactions, which eliminated the possibility that the fair value of the
Closed Book GRC investments would recover to their current amortized cost, an
other than temporary impairment loss of $88 after tax was determined to have
occurred and was recorded.
    
 
   
(I) DERIVATIVE FINANCIAL INSTRUMENTS
    
 
   
    The Company uses a variety of derivative financial instruments including
swaps, caps, floors, forwards and exchange traded financial futures and options
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 anticipated investment purchases or existing assets and liabilities. The
Company does not hold or issue derivative financial instruments for trading
purposes. The Company'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 EITF pronouncements. Written options are,
in all cases, used in conjunction with other assets and derivatives as part of
the Company's asset/liability management strategies. 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 must be designated at inception as a hedge and measured for
effectiveness both at inception and on an ongoing basis. The Company's minimum
correlation threshold for hedge designation is 80%. If correlation, which is
assessed monthly and measured based on a rolling three month average, falls
below 80%, hedge accounting will be terminated. 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. Interest rate swaps are the primary type of derivatives used
to convert London interbank offered quotations for U.S. dollar deposits
("LIBOR") based variable rate instruments to fixed rate instruments. 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 an adjustment to the cost basis of the purchased
asset. Gains or losses on futures used in invested asset risk management are
deferred and adjusted into the cost basis of the hedged asset when the futures
contracts are closed, except for futures used in duration hedging which are
deferred and are adjusted into the cost basis on a quarterly basis. The
adjustments to the cost basis are amortized into investment income over the
remaining asset life.
    
 
   
    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 purchased options and/or premiums received on covered written
options, entered into as part of an asset/liability management strategy, is/are
adjusted into the cost basis of the underlying asset or liability and amortized
over the remaining life of the hedge. Gains or losses on expiration or
termination of the hedge are adjusted into the basis of the underlying asset or
liability and amortized over the remaining asset life. The Company had no
written options as of December 31, 1996 and 1995.
    
 
   
    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 (an
"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.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
    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.
    
 
   
(J) RELATED PARTY TRANSACTIONS
    
   
    Transactions of the Company with HLA and its affiliates relate principally
to tax settlements, reinsurance, insurance coverage, rental and service fees and
payment of dividends and capital contributions. In addition, certain affiliated
insurance companies purchased group annuity contracts from the Company to fund
pension costs and claim annuities to settle casualty claims. Substantially all
general insurance expenses related to the Company, including rent and employee
benefit plan expenses, are initially paid by Hartford Fire Insurance Company, an
indirect subsidiary of The Hartford ("Hartford Fire"). Direct expenses are
allocated to the Company using specific identification, and indirect expenses
are allocated using other applicable methods. Indirect expenses include those
for corporate areas which, depending on the type, are allocated based on either
a percentage of direct expenses or on utilization. Indirect expenses allocated
to the Company by Hartford Fire were $40, $45 and $41 in 1996, 1995 and 1994,
respectively. Management of the Company believes that the methods used are
reasonable. In addition, the Company was charged its share of costs allocated to
The Hartford by ITT prior to the ITT Spin-off, which were immaterial in 1995 and
1994. The Company had a receivable from The Hartford of $1 and a payable to The
Hartford of $2 at December 31, 1996 and 1995, respectively.
    
 
   
    In 1996, the Company ceded approximately $33.3 billion of group life
insurance in force and $318 million of disability premium to HLA and assumed
$8.5 billion of individual life insurance in force from HLA.
    
   
    On June 30, 1995, the ownership of ITT Lyndon Insurance Company was
transferred to the Company via a capital contribution of $181 million,
representing the net assets of the company. Also, in 1996, the Company received
a capital contribution of $37.5 million from its parent HLA.
    
   
(K) DIVIDENDS TO POLICYHOLDERS
    
 
   
    Certain life insurance policies contain dividend payment provisions that
enable the policyholder to participate in the earnings of the life insurance
subsidiaries of the Company. The participating insurance in force accounted for
44%, 41%, and 43% in 1996, 1995, and 1994, respectively, of total life insurance
in force.
    
 
   
- ---------------------------------------------------
    
 3. INVESTMENTS
 
   
(A) COMPONENTS OF NET INVESTMENT INCOME
    
 
   
<TABLE>
<CAPTION>
                                     YEAR ENDED DECEMBER 31,
                                 -------------------------------
                                   1996       1995       1994
                                 ---------  ---------  ---------
<S>                              <C>        <C>        <C>
Interest income................  $   1,452  $   1,338  $   1,247
(Losses) income from other
 investments...................        (42)         1         54
                                 ---------  ---------  ---------
Gross investment income........      1,410      1,339      1,301
Less: Investment expenses......         13         11          9
                                 ---------  ---------  ---------
Net investment income..........  $   1,397  $   1,328  $   1,292
                                 ---------  ---------  ---------
                                 ---------  ---------  ---------
</TABLE>
    
 
   
(B) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)
    
 
   
<TABLE>
<CAPTION>
                                     YEAR ENDED DECEMBER 31,
                                 -------------------------------
                                   1996       1995       1994
                                 ---------  ---------  ---------
<S>                              <C>        <C>        <C>
Fixed maturities...............  $    (201) $      23  $     (34)
Equity securities..............          2         (6)       (11)
Real estate and other..........         (4)       (25)        47
Less: (Increase) decrease in
 liability to policyholders for
 realized capital gains
 (losses)......................        (10)        (3)         5
                                 ---------  ---------  ---------
Net realized capital (losses)
 gains.........................  $    (213) $     (11) $       7
                                 ---------  ---------  ---------
                                 ---------  ---------  ---------
</TABLE>
    
 
   
(C) NET UNREALIZED CAPITAL GAINS (LOSSES) ON EQUITY SECURITIES
    
 
   
<TABLE>
<CAPTION>
                                         YEAR ENDED DECEMBER 31,
                                   -----------------------------------
                                      1996         1995        1994
                                      -----        -----     ---------
<S>                                <C>          <C>          <C>
Gross unrealized gains...........   $      13    $       4   $       2
Gross unrealized losses..........          (1)          (2)        (11)
                                          ---          ---   ---------
Net unrealized capital gains
 (losses)........................          12            2          (9)
Deferred income tax liability
 (asset).........................           4            1          (3)
                                          ---          ---   ---------
Net unrealized capital gains
 (losses), after tax.............           8            1          (6)
Balance beginning of year........           1           (6)         (5)
                                          ---          ---   ---------
Change in net unrealized capital
 gains (losses) on investments...   $       7    $       7   $      (1)
                                          ---          ---   ---------
                                          ---          ---   ---------
</TABLE>
    
 
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
(D) NET UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED MATURITIES
    
   
<TABLE>
<CAPTION>
                                                                                                             YEAR ENDED DECEMBER
                                                                                                                     31,
                                                                                                             --------------------
                                                                                                               1996       1995
                                                                                                             ---------  ---------
<S>                                                                                                          <C>        <C>
Gross unrealized gains.....................................................................................  $     386  $     529
Gross unrealized losses....................................................................................       (341)      (569)
Unrealized (gains) losses credited to policyholders........................................................        (11)       (52)
                                                                                                             ---------  ---------
Net unrealized capital gains (losses)......................................................................         34        (92)
Deferred income tax liability (asset)......................................................................         12        (34)
                                                                                                             ---------  ---------
Net unrealized capital gains (losses), after tax...........................................................         22        (58)
Balance beginning of year..................................................................................        (58)      (648)
                                                                                                             ---------  ---------
Change in net unrealized capital gains (losses) on investments.............................................  $      80  $     590
                                                                                                             ---------  ---------
                                                                                                             ---------  ---------
 
<CAPTION>
 
                                                                                                               1994
                                                                                                             ---------
<S>                                                                                                          <C>
Gross unrealized gains.....................................................................................  $     150
Gross unrealized losses....................................................................................     (1,185)
Unrealized (gains) losses credited to policyholders........................................................         37
                                                                                                             ---------
Net unrealized capital gains (losses)......................................................................       (998)
Deferred income tax liability (asset)......................................................................       (350)
                                                                                                             ---------
Net unrealized capital gains (losses), after tax...........................................................       (648)
Balance beginning of year..................................................................................        161
                                                                                                             ---------
Change in net unrealized capital gains (losses) on investments.............................................  $    (809)
                                                                                                             ---------
                                                                                                             ---------
</TABLE>
    
 
   
(E) COMPONENTS OF FIXED MATURITIES INVESTMENTS
    
   
<TABLE>
<CAPTION>
                                                                                                     AS OF DECEMBER 31, 1996
                                                                                                ---------------------------------
                                                                                                               GROSS UNREALIZED
                                                                                                 AMORTIZED   --------------------
                                                                                                   COST        GAINS     LOSSES
                                                                                                -----------  ---------  ---------
<S>                                                                                             <C>          <C>        <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............   $     166   $      12  $      (3)
U.S. government and government agencies and authorities (guaranteed and
 sponsored)--asset-backed.....................................................................       1,970         161       (128)
States, municipalities and political subdivisions.............................................         373           6        (11)
International governments.....................................................................         281          12         (4)
Public utilities..............................................................................         877          12         (8)
All other corporate including international...................................................       4,656         120       (107)
All other corporate--asset-backed.............................................................       3,601          49        (59)
Short-term investments........................................................................       1,655          14        (21)
                                                                                                -----------  ---------  ---------
    Total fixed maturities....................................................................   $  13,579   $     386  $    (341)
                                                                                                -----------  ---------  ---------
                                                                                                -----------  ---------  ---------
 
<CAPTION>
 
                                                                                                     AS OF DECEMBER 31, 1995
                                                                                                ---------------------------------
                                                                                                               GROSS UNREALIZED
                                                                                                 AMORTIZED   --------------------
                                                                                                   COST        GAINS     LOSSES
                                                                                                -----------  ---------  ---------
<S>                                                                                             <C>          <C>        <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............   $     502   $       4  $      (9)
U.S. government and government agencies and authorities (guaranteed and
 sponsored)--asset-backed.....................................................................       3,568         210       (387)
States, municipalities and political subdivisions.............................................         201           4         (3)
International governments.....................................................................         291          19         (4)
Public utilities..............................................................................         949          29         (2)
All other corporate including international...................................................       3,065          76        (55)
All other corporate--asset-backed.............................................................       5,056         187       (109)
Short-term investments........................................................................         808          --         --
                                                                                                -----------  ---------  ---------
    Total fixed maturities....................................................................   $  14,440   $     529  $    (569)
                                                                                                -----------  ---------  ---------
                                                                                                -----------  ---------  ---------
 
<CAPTION>
 
                                                                                                  FAIR
                                                                                                  VALUE
                                                                                                ---------
<S>                                                                                             <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............  $     175
U.S. government and government agencies and authorities (guaranteed and
 sponsored)--asset-backed.....................................................................      2,003
States, municipalities and political subdivisions.............................................        368
International governments.....................................................................        289
Public utilities..............................................................................        881
All other corporate including international...................................................      4,669
All other corporate--asset-backed.............................................................      3,591
Short-term investments........................................................................      1,648
                                                                                                ---------
    Total fixed maturities....................................................................  $  13,624
                                                                                                ---------
                                                                                                ---------
 
                                                                                                  FAIR
                                                                                                  VALUE
                                                                                                ---------
<S>                                                                                             <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............  $     497
U.S. government and government agencies and authorities (guaranteed and
 sponsored)--asset-backed.....................................................................      3,391
States, municipalities and political subdivisions.............................................        202
International governments.....................................................................        306
Public utilities..............................................................................        976
All other corporate including international...................................................      3,086
All other corporate--asset-backed.............................................................      5,134
Short-term investments........................................................................        808
                                                                                                ---------
    Total fixed maturities....................................................................  $  14,400
                                                                                                ---------
                                                                                                ---------
</TABLE>
    
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
    The amortized cost and fair value of fixed maturities at December 31, 1996,
by maturity, are shown below. Asset-backed securities, including mortgage-backed
securities and collateralized mortgage obligations, are distributed to maturity
year based on the Company's estimates of the rate of future prepayments of
principal over the remaining lives of such securities. These estimates are
developed using prepayment speeds reported in broker consensus data and can be
expected to vary from actual experience. Expected maturities differ from
contractual maturities due to call or prepayment provisions.
    
 
   
<TABLE>
<CAPTION>
         MATURITY           AMORTIZED COST  FAIR VALUE
- --------------------------  --------------  -----------
<S>                         <C>             <C>
One year or less..........    $    2,632     $   2,642
Over one year through five
 years....................         5,871         5,928
Over five years through
 ten years................         3,320         3,311
Over ten years............         1,756         1,743
                                 -------    -----------
    Total.................    $   13,579     $  13,624
                                 -------    -----------
                                 -------    -----------
</TABLE>
    
 
   
    Sales of fixed maturities excluding short-term fixed maturities for the
years ended December 31, 1996, 1995 and 1994 resulted in proceeds of $3,459,
$4,848 and $5,708, respectively, resulting in gross realized capital gains of
$87, $91 and $71, respectively, and gross realized capital losses (including
investment writedowns) of $298, $72 and $100, respectively, not including
policyholder gains and losses. Sales of equity securities for the years ended
December 31, 1996, 1995 and 1994 resulted in proceeds of $74, $64 and $159,
respectively, resulting in gross realized capital gains of $2, $28 and $3,
respectively, and gross realized capital losses of $0, $59 and $14,
respectively, not including policyholder gains and losses.
    
 
   
(F) CONCENTRATION OF CREDIT RISK
    
 
   
    As of December 31, 1996, the Company had a reinsurance recoverable of $3.8
billion from Mutual Benefit Life Assurance Corporation ("Mutual Benefit"),
supported by assets in a security trust of $3.8 billion (including policy loans
of $3.3 billion). The risk of Mutual Benefit becoming insolvent is mitigated by
the reinsurance agreement's requirement that the assets be kept in a security
trust with the Company as sole beneficiary. Excluding investments in U.S.
government and agencies, the Company has no other significant concentrations of
credit risk in fixed maturities.
    
 
   
(G) DERIVATIVE INVESTMENTS
    
 
   
    Derivatives play an important role in facilitating the management of
interest rate risk, creating opportunities to fund product obligations hedging
against indexation risks that affect the value of certain liabilities and
adjusting broad investment risk characteristics when dictated by significant
changes in market risks. As an end user of derivatives, the Company uses a
variety of derivative financial instruments, including swaps, caps, floors,
forwards and exchange traded financial futures and options in order to hedge
exposure to price, foreign currency and/or interest rate risk on anticipated
investment purchases or existing assets and liabilities. The notional amounts of
derivative contracts represent the basis upon which pay and receive amounts are
calculated and are not reflective of credit risk for derivative contracts.
Credit risk for derivative contracts is limited to the amounts calculated to be
due to the Company on such contracts. The Company believes it maintains prudent
policies regarding the financial stability and credit standing of its major
counterparties and typically requires credit enhancement provisions to further
limit its credit risk. Many of these derivative contracts are bilateral
agreements that are not assignable without the consent of the relevant
counterparty. Notional amounts pertaining to derivative financial instruments
totaled $9.9 billion and $8.8 billion at December 31, 1996 and 1995,
respectively ($7.4 billion and $7.1 billion related to life insurance
investments and $2.5 billion and $1.7 billion related to life insurance
liabilities at December 31, 1996 and 1995, respectively).
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
    The following table summarizes the Company's derivatives, segregated by
major categories, as of December 31, 1996 and 1995:
    
   
<TABLE>
<CAPTION>
                                                                             AMOUNTS HEDGED (NOTIONAL AMOUNTS) (EXCLUDING
                                                                                          LIABILITY HEDGES)
                                                                          --------------------------------------------------
                                                                                                   PURCHASED
                                                                            TOTAL    ISSUED CAPS   OPTIONS,
                                                                          CARRYING        &         CAPS &
1996                                                                        VALUE     FLOORS(C)    FLOORS(D)    FUTURES(E)
- ------------------------------------------------------------------------  ---------  -----------  -----------  -------------
<S>                                                                       <C>        <C>          <C>          <C>
Asset-backed securities (excluding inverse floaters and anticipatory)...  $   5,242   $     500    $   2,454     $      --
Inverse floaters(a).....................................................        352          98          856            --
Anticipatory(g).........................................................         --          --           --           132
Other bonds and notes...................................................      7,369         425          440             5
Short-term investments..................................................        661          --           --            --
                                                                          ---------  -----------  -----------        -----
    Total fixed maturities..............................................     13,624       1,023        3,750           137
Equity securities, policy loans and other investments...................      4,011          --           --            --
                                                                          ---------  -----------  -----------        -----
    Total investments...................................................  $  17,635   $   1,023    $   3,750     $     137
                                                                          ---------  -----------  -----------        -----
                                                                          ---------  -----------  -----------        -----
    Total derivatives-fair value(b).....................................              $     (10)   $      35     $      --
                                                                                     -----------  -----------        -----
                                                                                     -----------  -----------        -----
 
<CAPTION>
 
                                                                             AMOUNTS HEDGED (NOTIONAL AMOUNTS) (EXCLUDING
                                                                                          LIABILITY HEDGES)
                                                                          --------------------------------------------------
                                                                                                   PURCHASED
                                                                            TOTAL    ISSUED CAPS   OPTIONS,
                                                                          CARRYING        &         CAPS &
1995                                                                        VALUE     FLOORS(C)    FLOORS(D)    FUTURES(E)
- ------------------------------------------------------------------------  ---------  -----------  -----------  -------------
<S>                                                                       <C>        <C>          <C>          <C>
Asset-backed securities (excluding inverse floaters and anticipatory)...  $   5,764   $     118    $   3,133     $     322
Inverse floaters(a).....................................................        711         560          354             6
Anticipatory(g).........................................................         --          --           --           213
Other bonds and notes...................................................      7,118          33           66           322
Short-term investments..................................................        807          --           --            --
                                                                          ---------  -----------  -----------        -----
    Total fixed maturities..............................................     14,400         711        3,553           863
Equity securities, policy loans and other investments...................      3,865          --           --            --
                                                                          ---------  -----------  -----------        -----
    Total investments...................................................  $  18,265   $     711    $   3,553     $     863
                                                                          ---------  -----------  -----------        -----
                                                                          ---------  -----------  -----------        -----
    Total derivatives-fair value(b).....................................              $     (32)   $      46     $      --
                                                                                     -----------  -----------        -----
                                                                                     -----------  -----------        -----
 
<CAPTION>
 
                                                                           INTEREST      FOREIGN       TOTAL
                                                                             RATE       CURRENCY     NOTIONAL
1996                                                                       SWAPS(H)     SWAPS(F)      AMOUNT
- ------------------------------------------------------------------------  -----------  -----------  -----------
<S>                                                                       <C>          <C>          <C>
Asset-backed securities (excluding inverse floaters and anticipatory)...   $     941    $      --    $   3,895
Inverse floaters(a).....................................................         346           --        1,300
Anticipatory(g).........................................................          --           --          132
Other bonds and notes...................................................       1,079          125        2,074
Short-term investments..................................................          --           --           --
                                                                          -----------       -----   -----------
    Total fixed maturities..............................................       2,366          125        7,401
Equity securities, policy loans and other investments...................          19           --           19
                                                                          -----------       -----   -----------
    Total investments...................................................   $   2,385    $     125    $   7,420
                                                                          -----------       -----   -----------
                                                                          -----------       -----   -----------
    Total derivatives-fair value(b).....................................   $     (25)   $      (9)   $      (9)
                                                                          -----------       -----   -----------
                                                                          -----------       -----   -----------
 
                                                                           INTEREST      FOREIGN       TOTAL
                                                                             RATE       CURRENCY     NOTIONAL
1995                                                                       SWAPS(H)     SWAPS(F)      AMOUNT
- ------------------------------------------------------------------------  -----------  -----------  -----------
<S>                                                                       <C>          <C>          <C>
Asset-backed securities (excluding inverse floaters and anticipatory)...   $     290    $      --    $   3,863
Inverse floaters(a).....................................................         681           --        1,601
Anticipatory(g).........................................................          25           --          238
Other bonds and notes...................................................         757          187        1,365
Short-term investments..................................................          --           --           --
                                                                          -----------       -----   -----------
    Total fixed maturities..............................................       1,753          187        7,067
Equity securities, policy loans and other investments...................          18           --           18
                                                                          -----------       -----   -----------
    Total investments...................................................   $   1,771    $     187    $   7,085
                                                                          -----------       -----   -----------
                                                                          -----------       -----   -----------
    Total derivatives-fair value(b).....................................   $    (108)   $     (24)   $    (118)
                                                                          -----------       -----   -----------
                                                                          -----------       -----   -----------
</TABLE>
    
 
- ------------------------
   
(a) Inverse floaters are variations of collateralized mortgage obligations
    ("CMOs") for which the coupon rates move inversely with an index rate such
    as LIBOR. The risk to principal is considered negligible as the underlying
    collateral for the securities is guaranteed or sponsored by government
    agencies. To address the volatility risk created by the coupon variability,
    the Company uses a variety of derivative instruments, primarily interest
    rate swaps and purchased caps and floors.
    
   
(b) The fair value of derivative instruments including swaps, caps, floors,
    futures, options and forward commitments, was determined using a pricing
    model which is validated through quarterly comparison to dealer quoted
    market prices, for 1996 and dealer quoted prices for 1995.
    
   
(c) The 1996 data includes issued caps of $433 with a weighted average strike
    rate of 8.21% (ranging from 7.0% to 9.5%) and over 93% maturing in 2000
    through 2005. In addition, issued floors totaled $590, had a weighted
    average strike rate of 5.17% (ranging from 5.00% to 7.85%) with all of them
    maturing by the end of 2005. The 1995 data includes issued caps of $475 with
    a weighted average strike rate of 8.5% (ranging from 7.0% to 10.4%) and over
    85% maturing in 2000 through 2004. In addition, issued floors totaled $236,
    had a weighted average strike rate of 8.1% (ranging from 5.3% to 10.9%) and
    mature through 2007, with 76% maturing by 2004.
    
   
(d) The 1996 data includes purchased floors of $2.4 billion and purchased caps
    of $1.3 billion. The floors had a weighted average strike rate of 5.84%
    (ranging from 3.70% to 7.85%) and over 87% mature in 1997 through 1999. The
    options mature in 1997. The caps had a weighted average strike rate of 7.59%
    (ranging from 4.40% to 10.125%) and over 76% mature in 1997 through 2001.
    The 1995 data includes purchased floors of $1.8 billion and purchased caps
    of $1.7 billion. The floors had 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 had a weighted average strike price of 7.5% (ranging from 4.5% and
    10.1%) and over 82% mature in 1997 through 1999.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
(e) As of December 31, 1996 and 1995, over 39% and 95%, respectively, of the
    notional futures contracts, expire within one year.
    
   
(f) As of December 31, 1996 and 1995, over 42% and 25%, respectively, of the
    Company's foreign currency swaps, expire within one year; the balance mature
    over the succeeding 4 to 5 years.
    
   
(g) 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, 1996, the Company had $1 million in
    net deferred gains for futures, interest rate swaps and purchased options.
    The Company expects to basis adjust $1 million of the deferred gains in
    1997. At December 31, 1995, the Company had $5.3 million in net deferred
    gains for futures, interest rate swaps and purchased options.
    
   
(h) The following table summarizes the maturities by notional value of interest
    rate swaps outstanding at December 31, 1996 and 1995, and the related
    weighted average interest pay rate or receive rate. The variable rates
    represent spot rates (primarily 90 day LIBOR), as of December 31, 1996 and
    1995. Such variable rates have been calculated assuming that the spot rates
    remain unchanged throughout the life of the interest rate swaps.
    
   
<TABLE>
<CAPTION>
1996                                                             1997         1998         1999         2000         2001
- ------------------------------------------------------------  -----------  -----------  -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>          <C>          <C>
  PAY FIXED/RECEIVE VARIABLE
    Notional Value                                                   $--         $50          $125          $35         $125
    Weighted Average Pay Rate                                         --          5.7 %        5.9 %        5.5 %        5.5%
    Weighted Average Receive Rate                                     --          3.2 %         --          6.5 %        6.4%
  PAY VARIABLE/RECEIVE FIXED
    Notional Value                                                   $86          $25         $486          $74         $582
    Weighted Average Pay Rate                                        7.5 %         --          6.4 %        6.7 %        7.0%
    Weighted Average Receive Rate                                    5.6 %         --          5.6 %        5.7 %        6.2%
  PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
    Notional Value                                                   $19          $15          $--         $200          $--
    Weighted Average Pay Rate                                        5.9 %        5.7 %         --          6.4 %         --
    Weighted Average Receive Rate                                    3.7 %        5.5 %         --          5.0 %         --
    Total Interest Rate Swaps                                       $105          $90         $611         $309         $707
    Total Weighted Average Pay Rate                                  7.2 %        5.7 %        6.3 %        6.4 %        6.7%
    Total Weighted Average Receive Rate                              5.2 %        3.8 %        4.3 %        5.4 %        6.3%
 
<CAPTION>
 
1995                                                             1996         1997         1998         1999         2000
- ------------------------------------------------------------  -----------  -----------  -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>          <C>          <C>
  PAY FIXED/RECEIVE VARIABLE
    Notional Value                                                  $15           $50          $--         $453          $31
    Weighted Average Pay Rate                                        5.0 %        7.2 %         --          8.1 %        7.1%
    Weighted Average Receive Rate                                    5.8 %        5.9 %         --          5.8 %        5.7%
  PAY VARIABLE/RECEIVE FIXED
    Notional Value                                                  $100          $68          $25          $25          $35
    Weighted Average Pay Rate                                        5.9 %        8.6 %        5.9 %         --          5.9%
    Weighted Average Receive Rate                                    2.4 %        7.9 %        4.0 %         --          6.5%
  PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
    Notional Value                                                   $50          $18          $36          $12         $200
    Weighted Average Pay Rate                                        5.8 %         --          3.7 %        3.5 %        4.5%
    Weighted Average Receive Rate                                    5.4 %         --          5.6 %        5.2 %        6.8%
    Total Interest Rate Swaps                                       $165         $136          $61         $490         $266
    Total Weighted Average Pay Rate                                  5.8 %        7.8 %        4.6 %        7.6 %        5.0%
    Total Weighted Average Receive Rate                              3.6 %        7.2 %        4.9 %        5.4 %        6.6%
 
<CAPTION>
                                                                                            LATEST
1996                                                           THEREAFTER       TOTAL      MATURITY
- ------------------------------------------------------------  -------------  -----------  -----------
<S>                                                           <C>            <C>          <C>
  PAY FIXED/RECEIVE VARIABLE
    Notional Value                                                   $170          $505         2003
    Weighted Average Pay Rate                                         5.7  %        5.7 %
    Weighted Average Receive Rate                                     6.9  %        4.7 %
  PAY VARIABLE/RECEIVE FIXED
    Notional Value                                                   $349        $1,602         2007
    Weighted Average Pay Rate                                         6.9  %        6.8 %
    Weighted Average Receive Rate                                     5.9  %        5.9 %
  PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
    Notional Value                                                    $44          $278         2003
    Weighted Average Pay Rate                                        12.9  %        7.4 %
    Weighted Average Receive Rate                                     6.4  %        5.2 %
    Total Interest Rate Swaps                                        $563        $2,385         2007
    Total Weighted Average Pay Rate                                   7.0  %        6.6 %
    Total Weighted Average Receive Rate                               6.3  %        5.5 %
                                                                                            LATEST
1995                                                           THEREAFTER       TOTAL      MATURITY
- ------------------------------------------------------------  -------------  -----------  -----------
<S>                                                           <C>            <C>          <C>
  PAY FIXED/RECEIVE VARIABLE
    Notional Value                                                   $229          $778         2004
    Weighted Average Pay Rate                                         7.8  %        7.8 %
    Weighted Average Receive Rate                                     5.9  %        5.9 %
  PAY VARIABLE/RECEIVE FIXED
    Notional Value                                                   $190          $443         2007
    Weighted Average Pay Rate                                         5.4  %        5.4 %
    Weighted Average Receive Rate                                     6.9  %        6.9 %
  PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
    Notional Value                                                   $234          $550         2004
    Weighted Average Pay Rate                                        16.3  %        5.7 %
    Weighted Average Receive Rate                                     5.9  %        6.4 %
    Total Interest Rate Swaps                                        $653        $1,771         2007
    Total Weighted Average Pay Rate                                   7.3  %        6.9 %
    Total Weighted Average Receive Rate                               6.3  %        5.8 %
</TABLE>
    
 
   
    In addition, interest rate sensitivity related to certain Company insurance
liabilities was altered primarily through interest rate swap agreements. The
notional amount of the liability agreements in which the Company generally pays
one variable rate in exchange for another was $2.4 billion and $1.7 billion at
December 31, 1996 and 1995, respectively. As of December 31, 1996, the weighted
average pay rate was 5.6% and the weighted average receive rate was 6.5%. These
agreements mature at various times through 2001.
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
    A reconciliation between notional amounts at December 31, 1995 and 1996 by
derivative type and strategy is as follows:
    
   
<TABLE>
<CAPTION>
                                                                                        BY DERIVATIVE TYPE
                                                                           ---------------------------------------------
                                                                               12/31/95                     MATURITIES/
                                                                            NOTIONAL AMOUNT    ADDITIONS   TERMINATIONS
                                                                           -----------------  -----------  -------------
<S>                                                                        <C>                <C>          <C>
Caps.....................................................................      $   2,184       $   1,286     $   1,715
Floors...................................................................          2,180           2,053         1,065
Options..................................................................             --              10            --
Swaps/Forwards...........................................................          3,566           3,989         2,694
Futures..................................................................            863           2,092         2,818
                                                                                  ------      -----------       ------
    Total................................................................      $   8,793       $   9,430     $   8,292
                                                                                  ------      -----------       ------
                                                                                  ------      -----------       ------
 
<CAPTION>
 
                                                                                            BY STRATEGY
                                                                           ---------------------------------------------
                                                                               12/31/95                     MATURITIES/
                                                                            NOTIONAL AMOUNT    ADDITIONS   TERMINATIONS
                                                                           -----------------  -----------  -------------
<S>                                                                        <C>                <C>          <C>
Liability................................................................      $   1,708       $   1,940     $   1,137
Anticipatory.............................................................            238             516           622
Asset....................................................................          2,984           1,265         2,137
Portfolio................................................................          3,863           5,709         4,396
                                                                                  ------      -----------       ------
    Total................................................................      $   8,793       $   9,430     $   8,292
                                                                                  ------      -----------       ------
                                                                                  ------      -----------       ------
 
<CAPTION>
 
                                                                               12/31/96
                                                                            NOTIONAL AMOUNT
                                                                           -----------------
<S>                                                                        <C>
Caps.....................................................................      $   1,755
Floors...................................................................          3,168
Options..................................................................             10
Swaps/Forwards...........................................................          4,861
Futures..................................................................            137
                                                                                  ------
    Total................................................................      $   9,931
                                                                                  ------
                                                                                  ------
 
                                                                               12/31/96
                                                                            NOTIONAL AMOUNT
                                                                           -----------------
<S>                                                                        <C>
Liability................................................................      $   2,511
Anticipatory.............................................................            132
Asset....................................................................          2,112
Portfolio................................................................          5,176
                                                                                  ------
    Total................................................................      $   9,931
                                                                                  ------
                                                                                  ------
</TABLE>
    
 
   
(H) FAIR VALUE OF FINANCIAL INSTRUMENTS
    
 
   
<TABLE>
<CAPTION>
                                                                                  AS OF DECEMBER 31,    AS OF DECEMBER 31,
                                                                                         1996                  1995
                                                                                 --------------------  --------------------
                                                                                 CARRYING     FAIR     CARRYING     FAIR
                                                                                  AMOUNT      VALUE     AMOUNT      VALUE
                                                                                 ---------  ---------  ---------  ---------
<S>                                                                              <C>        <C>        <C>        <C>
ASSETS
  Fixed maturities.............................................................  $  13,624  $  13,624  $  14,400  $  14,400
  Equity securities............................................................        119        119         63         63
  Policy loans.................................................................      3,836      3,836      3,381      3,381
  Mortgage loans...............................................................          2          2        265        265
  Investments in partnerships and trust........................................         48         48         94         97
  Other........................................................................          6         56         62         62
LIABILITIES
  Other policy benefits........................................................  $  11,707  $  11,469  $  12,727  $  12,767
</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 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 managements;
fair value of derivative instruments, including swaps, caps, floors, futures,
and forward commitments, is determined by using a pricing model which is
validated through quarterly comparison to dealer quoted market prices; and other
policy benefits payable for investment type contracts are determined by
estimating future cash flows discounted at the year end market rate.
    
 
   
- ---------------------------------------------------
    
 4. INCOME TAX
 
   
    Hartford Life and The Hartford have entered into a tax sharing agreement
under which each member, including the Company, in the consolidated U.S. federal
income tax return will make payments between them such that, with respect to any
period, the amount of taxes to be paid by Hartford Life for the Company, subject
to certain adjustments, generally will be determined as though the Company were
to file separate federal, state and local income tax returns.
    
 
   
    As long as The Hartford continues to beneficially own, directly or
indirectly, at least 80% of the combined voting power and 80% of the value of
the outstanding capital stock of Hartford Life, the Company will be included for
federal income tax purposes in the consolidated group of which The Hartford is
the common parent. It is the current intention of The Hartford and its
subsidiaries to continue to file a consolidated federal income tax return. The
Company will continue to remit to (receive from) The Hartford a current income
tax provision (benefit) computed in accordance with such tax sharing agreement.
The Company's effective tax rate was 35%, 32% and 32% in 1996, 1995 and 1994,
respectively.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
    Income tax expense was as follows:
    
 
   
<TABLE>
<CAPTION>
                                        FOR THE YEARS ENDED DECEMBER
                                                     31,
                                       -------------------------------
                                         1996       1995       1994
                                       ---------  ---------  ---------
<S>                                    <C>        <C>        <C>
 Current.............................  $     122  $     211  $     185
  Deferred...........................       (102)      (149)      (120)
                                       ---------  ---------  ---------
    Total............................  $      20  $      62  $      65
                                       ---------  ---------  ---------
                                       ---------  ---------  ---------
</TABLE>
    
 
   
    A reconciliation of the tax provision at the U.S. federal statutory rate to
the provision for income taxes was as follows:
    
 
   
<TABLE>
<CAPTION>
                                        FOR THE YEARS ENDED DECEMBER
                                                     31,
                                       -------------------------------
                                         1996       1995       1994
                                       ---------  ---------  ---------
<S>                                    <C>        <C>        <C>
 Tax provision at U.S. statutory
  rate...............................  $      20  $      67  $      71
  Tax-exempt income..................         --         (3)        (3)
  Foreign tax credit.................         --         (4)        (1)
  Other..............................         --          2         (2)
                                       ---------  ---------  ---------
    Total............................  $      20  $      62  $      65
                                       ---------  ---------  ---------
                                       ---------  ---------  ---------
</TABLE>
    
 
   
    Income taxes paid were $189, $162 and $244 in 1996, 1995 and 1994,
respectively. The current tax refund due from The Hartford to the Company was
$72 and $8 as of December 31, 1996 and 1995, respectively.
    
 
   
    Deferred tax assets (liabilities) included the following:
    
 
   
<TABLE>
<CAPTION>
                                                       AS OF
                                                    DECEMBER 31,
                                                --------------------
                                                  1996       1995
                                                ---------  ---------
<S>                                             <C>        <C>
Tax return deferred acquisition costs.........  $     514  $     410
Financial statement deferred acquisition costs
 and reserves.................................       (242)       138
Employee benefits.............................          8          8
Unrealized (gain) loss on investments.........        (16)        32
Investments and other.........................        210       (168)
                                                ---------  ---------
    Total.....................................  $     474  $     420
                                                ---------  ---------
                                                ---------  ---------
</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 such circumstances, 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,
1996 was $37.
    
 
   
- ---------------------------------------------------
    
 5. REINSURANCE
 
   
    The Company cedes insurance to non-affiliated insurers in order to limit its
maximum loss. Such transfer does not relieve the Company of its primary
liability. The Company also assumes insurance from other insurers.
    
 
   
    Life insurance net retained premiums were comprised of the following:
    
 
   
<TABLE>
<CAPTION>
                                         YEAR ENDED DECEMBER 31,
                                     -------------------------------
                                       1996       1995       1994
                                     ---------  ---------  ---------
<S>                                  <C>        <C>        <C>
Gross premiums.....................  $   1,834  $   1,545  $   1,316
Insurance assumed..................        173        591        299
Insurance ceded....................       (302)      (649)      (515)
                                     ---------  ---------  ---------
    Total..........................  $   1,705  $   1,487  $   1,100
                                     ---------  ---------  ---------
                                     ---------  ---------  ---------
</TABLE>
    
 
   
    Life reinsurance recoveries, which reduced death and other benefits, for the
years ended December 31, 1996, 1995 and 1994 approximated $140, $220 and $164,
respectively.
    
 
   
    In December 1994, the Company ceded to a third party $1.0 billion in
individual fixed and variable annuities on a modified coinsurance basis. In
December 1995, the Company 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, the Company assumed the life insurance policies and the
individual annuities of Pacific Standard with reserves and account values of
approximately $434 million. The Company received cash and investment grade
assets to support the life insurance and individual annuity contract obligations
assumed.
    
 
   
- ---------------------------------------------------
    
 6.PENSION PLANS AND OTHER POSTRETIREMENT
   BENEFITS
 
   
    The Company's employees are included in Hartford Fire's noncontributory
defined benefit pension plans. These plans provide pension benefits that are
based on years of service and the employee's compensation during the last ten
years of employment. The Company's funding policy is to contribute annually an
amount between the minimum funding requirements set forth in the Employee
Retirement Income Security Act of 1974, as amended, and the maximum amount that
can be deducted for Federal income tax purposes. Generally, pension costs are
funded through the purchase of the Company's group pension contracts. The cost
to the Company was approximately $5, $2 and $2 in 1996, 1995 and 1994,
respectively.
    
 
   
    The Company also provides, through Hartford Fire, certain health care and
life insurance benefits for eligible retired employees. A substantial portion of
the Company's employees may become eligible for these benefits upon retirement.
The Company's contribution for health care benefits will depend on the retiree's
date of retirement and years of service. In addition, the plan has a defined
dollar cap which limits average Company contributions. The Company has prefunded
a portion of the health care and life insurance obligations through trust funds
where such prefunding can be accomplished on a tax effective basis.
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
Postretirement health care and life insurance benefits expense, allocated by The
Hartford, was immaterial for 1996, 1995 and 1994, respectively.
    
 
   
    The assumed rate of future increases in the per capita cost of health care
(the health care trend rate) was 9.3% for 1996, 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.
    
 
   
- ---------------------------------------------------
    
 7. BUSINESS SEGMENT INFORMATION
 
   
    The Company sells financial products such as fixed and variable annuities,
retirement plan services, and life insurance on both an individual and a group
basis. The Company divides its core businesses into three segments: Investment
Products, Individual Life Insurance and Employee Benefits. In addition, the
Company also maintains a corporate operation and also classifies certain of its
business as Runoff operations. The Investment Products segment offers individual
variable annuities and fixed market value adjusted annuities, deferred
compensation and retirement plan services, mutual funds, investment management
services and other financial products. The Individual Life Insurance segment
sells a variety of individual life insurance products, including variable life,
universal life, and interest-sensitive whole life policies. The Employee
Benefits segment sells corporate owned life insurance. Through its corporate
operation, the Company reports net investment income on assets representing
surplus not assigned to any of its business segments and certain other revenues
and expenses not specifically allocable to any of its business segments. The
Company's Runoff operations are comprised of Closed Book GRC. With the exception
of Closed Book GRC, net realized capital gains and losses are recognized in the
period of realization but are allocated to the segments utilizing durations of
the segment portfolios.
    
   
<TABLE>
<CAPTION>
                                          YEAR ENDED DECEMBER 31,
                                      -------------------------------
                                        1996       1995       1994
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
REVENUES
  Investment Products...............  $   1,013  $     759  $     594
  Individual Life Insurance.........        440        383        375
  Employee Benefits.................      1,366      1,273        919
  Corporate Operations..............         81         52         30
  Runoff Operations.................        (11)       337        481
                                      ---------  ---------  ---------
    Total Revenues..................  $   2,889  $   2,804  $   2,399
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
 
<CAPTION>
 
                                          YEAR ENDED DECEMBER 31,
                                      -------------------------------
                                        1996       1995       1994
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
INCOME BEFORE INCOME TAX EXPENSE
  Investment Products...............  $     230  $     172  $     127
  Individual Life Insurance.........         68         56         39
  Employee Benefits.................         43         37         27
  Corporate Operations..............         65         16          8
  Runoff Operations.................       (348)       (90)         2
                                      ---------  ---------  ---------
    Income Before Income Tax
     Expense........................  $      58  $     191  $     203
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
<CAPTION>
 
                                          YEAR ENDED DECEMBER 31,
                                      -------------------------------
                                        1996       1995       1994
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
ASSETS
  Investment Products...............  $  53,743  $  40,624  $  29,115
  Individual Life Insurance.........      3,753      3,173      2,808
  Employee Benefits.................     14,515     13,494      7,847
  Corporate Operations..............      1,891      1,729        822
  Runoff Operations.................      3,667      5,177      7,257
                                      ---------  ---------  ---------
    Total Assets....................  $  77,569  $  64,197  $  47,849
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>
    
 
   
- ---------------------------------------------------
    
 8. STATUTORY NET INCOME AND SURPLUS
 
   
    A significant percentage of the consolidated statutory surplus is
permanently reinvested or is subject to various state regulatory restrictions
which limit the payment of dividends without prior approval. The total amount of
statutory dividends which may be paid by the insurance subsidiaries of the
Company in 1997, without prior approval, is estimated to be $121 million.
Statutory net income and surplus as of and for the years ended December 31 were:
    
 
   
<TABLE>
<CAPTION>
                              1996       1995       1994
                            ---------  ---------  ---------
<S>                         <C>        <C>        <C>
Statutory net income......  $     144  $     112  $      58
Statutory surplus.........  $   1,207  $   1,125  $     941
</TABLE>
    
 
   
    The insurance subsidiaries of the Company prepare their statutory financial
statements in accordance with accounting practices prescribed by the State of
Connecticut Insurance Department. Prescribed statutory accounting practices
include publications of the National Association of Insurance Commissioners
("NAIC"), as well as state laws, regulations, and general administrative rules.
    
 
   
- ---------------------------------------------------
    
 9. SEPARATE ACCOUNTS
 
   
    The Company maintained separate account assets and liabilities totaling
$49.7 billion and $36.3 billion at December 31, 1996 and 1995, 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 $39.4 billion and $25.9 billion at
December 31, 1996 and 1995, respectively, wherein the policyholder assumes the
investment risk, and
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
guaranteed separate account assets totaling $10.3 billion at December 31, 1996
and 1995, wherein the Company contractually guarantees either a minimum return
or account value to the policyholder. Included in the non-guaranteed category
are policy loans totaling $2.0 billion and $1.7 billion at December 31, 1996 and
1995, 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 $538, $387 and $256 in 1996, 1995 and
1994, respectively.
    
 
   
    The guaranteed separate accounts include modified guaranteed individual
annuity and modified guaranteed life insurance. The average credited interest
rate on these contracts was 6.53% at December 31, 1996. The assets that support
these liabilities were comprised of $10.2 billion in fixed maturities at
December 31, 1996. The portfolios are segregated from other investments and are
managed so as to minimize liquidity and interest rate risk. 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 $0.1 billion in carrying value and $2.4
billion in notional amounts at December 31, 1996.
    
 
   
- ---------------------------------------------------
    
 10. COMMITMENTS AND CONTINGENCIES
 
   
    Under insurance guaranty fund laws existing in each state, the District of
Columbia and Puerto Rico, insurers licensed to do business can be assessed by
state insurance guaranty associations for certain obligations of insolvent
insurance companies to policyholders and claimants. Recent regulatory actions
against certain large life insurers encountering financial difficulty have
prompted various state insurance guaranty associations to begin assessing life
insurance companies for the deemed losses. Most of these laws do provide,
however, that an assessment may be excused or deferred if it would threaten an
insurer's solvency and further provide annual limits on such assessments. A
large part of the assessments paid by the Company's insurance subsidiaries
pursuant to these laws may be used as credits for a portion of the Company's
insurance subsidiaries' premium taxes. The Company paid guaranty fund
assessments of approximately $11, $10 and $8 in 1996, 1995 and 1994,
respectively, of which $5, $6 and $4 were estimated to be creditable against
premium taxes.
    
 
   
    The Company is a defendant in various lawsuits arising in the ordinary
course of business. In the opinion of management, the resolution of these
matters is not expected to have a material adverse effect on the Company's
business, financial position, or results of operations.
    
 
   
    The rent paid to Hartford Fire for the space occupied by the Company was $3
in 1996, 1995, and 1994. The Company expects to pay annual rent of $7 in 1997,
1998, and 1999, respectively, $12 in 2000 and 2001, and $96 thereafter, over the
remaining term of the sublease, which expires on December 31, 2009. Rental
expense is recognized on a level basis over the term of the sublease and
amounted to approximately $8 in 1996, 1995 and 1994.
    
 
   
- ---------------------------------------------------
    
 11. SUBSEQUENT EVENTS
 
   
    On February 10, 1997, Hartford Life filed a registration statement with the
Securities and Exchange Commission relating to the U.S. and international
offerings of shares of Class A common stock (the "Equity Offerings")
representing up to 20% ownership of Hartford Life. After completion of the
Equity Offerings, The Hartford would own all of the shares of Class B Common
Stock (after reclassification of Hartford Life's common stock into Class B
Common Stock prior to March 31, 1997). Hartford Life intends to use the
estimated net proceeds of the Equity Offerings to make a capital contribution to
its insurance subsidiaries, to reduce its third-party indebtedness and for other
general corporate purposes.
    
 
   
    The Hartford has advised the Company that its current intent is to continue
to beneficially own at least 80% of Hartford Life, but it is under no
contractual obligation to do so, except for a limited period. Provided that The
Hartford continues to beneficially own at least 80% of the combined voting power
or the value of the outstanding capital stock of Hartford Life, Hartford Life
will be included for federal income tax purposes in the controlled group of
which The Hartford is the common parent. Each member of a controlled group is
jointly and severally liable for pension funding and pension termination
liabilities of each other member of the controlled group, as well as certain
benefit plan taxes. Accordingly, the Company could be liable for pension
funding, pension termination liabilities and certain other pension related
excise taxes as well as other taxes of another member of The Hartford controlled
group in the event any such liability is incurred, and not discharged, by such
other member.
    
 
   
    In connection with the proposed Equity Offerings, Hartford Life plans to
enter into formal agreements, including a master intercompany agreement,
investment management agreements and a new tax sharing agreement, with The
Hartford covering such matters as corporate services, approval of certain
corporate activities, registration rights, owned and leased space, allocation of
expenses, taxes and liabilities, investment advisory services, use of trademarks
and certain other corporate matters. As part of the master intercompany
agreement, Hartford Life would agree to remit to The Hartford 30% of any shared
liabilities for which The Hartford is responsible in respect of the ITT
Spin-off, 30% of any taxes which may be assessed to The
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
Hartford relating to the ITT Spin-off and will indemnify The Hartford for
certain other tax liabilities. As of December 31, 1996 there was no known
liability associated with the ITT Spin-off. Such agreements are meant to
maintain the relationship between Hartford Life and The Hartford in a manner
consistent in all material respects with past practice. As a result, management
believes these agreements should not have a material impact on the results of
operations of the Company.
    
 
   
    In addition, under insurance company holding laws, agreements between
Hartford Life's insurance subsidiaries and The Hartford must be fair and
reasonable and may be subject to the approval of applicable insurance
commissioners. The agreements will be intended to maintain the relationship
between Hartford Life and The Hartford in a manner generally consistent with
past practices. However, none of these arrangements will result from
arm's-length negotiations and, therefore, the prices charged to Hartford Life
and its subsidiaries for services provided under these arrangements may be
higher or lower than prices that may be charged by third parties.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
  SCHEDULE I -- SUMMARY OF INVESTMENTS (OTHER THAN INVESTMENTS IN AFFILIATES)
                            AS OF DECEMBER 31, 1996
                                 (IN MILLIONS)
   
<TABLE>
<CAPTION>
                                                                                                               ESTIMATED
                                                                                                                 FAIR
TYPE OF INVESTMENT                                                                                   COST        VALUE
- -------------------------------------------------------------------------------------------------  ---------  -----------
<S>                                                                                                <C>        <C>
Fixed Maturities
Bonds and Notes
  U.S. Government and government agencies and authorities
   (guaranteed sponsored)........................................................................  $     166   $     175
  U.S. Government and government agencies and authorities
   (guaranteed sponsored)--asset-backed..........................................................      1,970       2,003
States, municipalities and political subdivisions................................................        373         368
International governments........................................................................        281         289
Public utilities.................................................................................        877         881
All other corporate including international......................................................      4,656       4,669
All other corporate--asset-backed................................................................      3,601       3,591
Short-term investments...........................................................................      1,655       1,648
                                                                                                   ---------  -----------
Total Fixed Maturities...........................................................................  $  13,579   $  13,624
Equity Securities
Common Stocks--industrial, miscellaneous, and all other..........................................        110         119
Total Fixed Maturities and Equity Securities.....................................................  $  13,689   $  13,743
Other Investments
Policy Loans.....................................................................................      3,836       3,836
Mortgage Loans...................................................................................          2           2
Investments in partnerships and trusts...........................................................         48          48
Futures, options, and miscellaneous..............................................................          6          56
Total Other Investments..........................................................................      3,892       3,942
                                                                                                   ---------  -----------
Total Investments................................................................................  $  17,581   $  17,685
                                                                                                   ---------  -----------
                                                                                                   ---------  -----------
 
<CAPTION>
                                                                                                     AMOUNT AT
                                                                                                    WHICH SHOWN
                                                                                                        ON
TYPE OF INVESTMENT                                                                                 BALANCE SHEET
- -------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                <C>
Fixed Maturities
Bonds and Notes
  U.S. Government and government agencies and authorities
   (guaranteed sponsored)........................................................................   $       175
  U.S. Government and government agencies and authorities
   (guaranteed sponsored)--asset-backed..........................................................         2,003
States, municipalities and political subdivisions................................................           368
International governments........................................................................           289
Public utilities.................................................................................           881
All other corporate including international......................................................         4,669
All other corporate--asset-backed................................................................         3,591
Short-term investments...........................................................................         1,648
                                                                                                   -------------
Total Fixed Maturities...........................................................................   $    13,624
Equity Securities
Common Stocks--industrial, miscellaneous, and all other..........................................           119
Total Fixed Maturities and Equity Securities.....................................................   $    13,743
Other Investments
Policy Loans.....................................................................................         3,836
Mortgage Loans...................................................................................             2
Investments in partnerships and trusts...........................................................            48
Futures, options, and miscellaneous..............................................................             6
Total Other Investments..........................................................................         3,892
                                                                                                   -------------
Total Investments................................................................................   $    17,635
                                                                                                   -------------
                                                                                                   -------------
</TABLE>
    
 
   
    Note: The fair values for short-term investments approximate cost.
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
              SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN MILLIONS)
   
<TABLE>
<CAPTION>
                                                                                        FUTURE POLICY
                                                                                      BENEFITS, UNPAID     OTHER POLICY
                                                                                         CLAIMS AND         CLAIMS AND
                                                                   DEFERRED POLICY    CLAIM ADJUSTMENT       BENEFITS
SEGMENT                                                           ACQUISITION COSTS       EXPENSES            PAYABLE
- ----------------------------------------------------------------  -----------------  -------------------  ---------------
<S>                                                               <C>                <C>                  <C>
1996
Investment Products.............................................      $   2,030           $   1,554          $   6,599
Individual Life Insurance.......................................            730                 346              2,160
Employee Benefits...............................................             --                 381              9,834
Corporate Operations............................................             --                  --                 --
Runoff Operations...............................................             --                  --              3,541
                                                                         ------              ------            -------
Consolidated Operations.........................................      $   2,760           $   2,281          $  22,134
                                                                         ------              ------            -------
                                                                         ------              ------            -------
 
1995
Investment Products.............................................      $   1,561           $   1,314          $   6,204
Individual Life Insurance.......................................            615                 706              1,932
Employee Benefits...............................................             12                 325              9,285
Corporate Operations............................................             --                  --                 --
Runoff Operations...............................................             --                  28              5,177
                                                                         ------              ------            -------
Consolidated Operations.........................................      $   2,188           $   2,373          $  22,598
                                                                         ------              ------            -------
                                                                         ------              ------            -------
 
1994
Investment Products.............................................      $   1,244           $     895          $   4,617
Individual Life Insurance.......................................            565                 582              2,543
Employee Benefits...............................................             --                 369              6,911
Corporate Operations............................................             --                  --                 --
Runoff Operations...............................................             --                  44              7,257
                                                                         ------              ------            -------
Consolidated Operations.........................................      $   1,809           $   1,890          $  21,328
                                                                         ------              ------            -------
                                                                         ------              ------            -------
 
<CAPTION>
 
                                                                                      BENEFITS CLAIMS,    AMORTIZATION OF
                                                                    NET REALIZED          AND CLAIM       DEFERRED POLICY
                                                                  CAPITAL (LOSSES)       ADJUSTMENT         ACQUISITION
SEGMENT                                                                 GAINS             EXPENSES             COSTS
- ----------------------------------------------------------------  -----------------  -------------------  ---------------
<S>                                                               <C>                <C>                  <C>
1996
Investment Products.............................................      $      --           $     451          $     175
Individual Life Insurance.......................................             --                 245                 59
Employee Benefits...............................................             --                 546                 --
Corporate Operations............................................              6                  --                 --
Runoff Operations...............................................           (219)                293                 --
                                                                         ------              ------            -------
Consolidated Operations.........................................      $    (213)          $   1,535          $     234
                                                                         ------              ------            -------
                                                                         ------              ------            -------
 
1995
Investment Products.............................................      $      --           $     349          $     117
Individual Life Insurance.......................................             --                 127                 70
Employee Benefits...............................................             --                 496                 --
Corporate Operations............................................            (11)                 33                 --
Runoff Operations...............................................             --                 417                 12
                                                                         ------              ------            -------
Consolidated Operations.........................................      $     (11)          $   1,422          $     199
                                                                         ------              ------            -------
                                                                         ------              ------            -------
 
1994
Investment Products.............................................      $      --           $     383          $      90
Individual Life Insurance.......................................             --                 179                 51
Employee Benefits...............................................             --                 376                 --
Corporate Operations............................................              7                  --                 --
Runoff Operations...............................................             --                 467                  4
                                                                         ------              ------            -------
Consolidated Operations.........................................      $       7           $   1,405          $     145
                                                                         ------              ------            -------
                                                                         ------              ------            -------
 
<CAPTION>
 
                                                                   PREMIUMS AND        NET
                                                                       OTHER       INVESTMENT
SEGMENT                                                           CONSIDERATIONS     INCOME
- ----------------------------------------------------------------  ---------------  -----------
<S>                                                               <C>              <C>
1996
Investment Products.............................................     $     536      $     477
Individual Life Insurance.......................................           287            153
Employee Benefits...............................................           881            485
Corporate Operations............................................            --             75
Runoff Operations...............................................             1            207
                                                                        ------     -----------
Consolidated Operations.........................................     $   1,705      $   1,397
                                                                        ------     -----------
                                                                        ------     -----------
1995
Investment Products.............................................     $     319      $     436
Individual Life Insurance.......................................           246            137
Employee Benefits...............................................           922            351
Corporate Operations............................................            --             67
Runoff Operations...............................................            --            337
                                                                        ------     -----------
Consolidated Operations.........................................     $   1,487      $   1,328
                                                                        ------     -----------
                                                                        ------     -----------
1994
Investment Products.............................................     $     263      $     330
Individual Life Insurance.......................................           268            108
Employee Benefits...............................................           569            350
Corporate Operations............................................            --             23
Runoff Operations...............................................            --            481
                                                                        ------     -----------
Consolidated Operations.........................................     $   1,100      $   1,292
                                                                        ------     -----------
                                                                        ------     -----------
 
                                                                   DIVIDENDS TO       OTHER
SEGMENT                                                            POLICYHOLDERS    EXPENSES
- ----------------------------------------------------------------  ---------------  -----------
<S>                                                               <C>              <C>
1996
Investment Products.............................................     $      --      $     156
Individual Life Insurance.......................................            --             68
Employee Benefits...............................................           635            143
Corporate Operations............................................            --             16
Runoff Operations...............................................            --             44
                                                                        ------     -----------
Consolidated Operations.........................................     $     635      $     427
                                                                        ------     -----------
                                                                        ------     -----------
1995
Investment Products.............................................     $      --      $     115
Individual Life Insurance.......................................            --             55
Employee Benefits...............................................           675            138
Corporate Operations............................................            --             11
Runoff Operations...............................................            --             (2)
                                                                        ------     -----------
Consolidated Operations.........................................     $     675      $     317
                                                                        ------     -----------
                                                                        ------     -----------
1994
Investment Products.............................................     $      --      $     (31)
Individual Life Insurance.......................................            --            107
Employee Benefits...............................................           419            100
Corporate Operations............................................            --             43
Runoff Operations...............................................            --              8
                                                                        ------     -----------
Consolidated Operations.........................................     $     419      $     227
                                                                        ------     -----------
                                                                        ------     -----------
</TABLE>
    
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                           SCHEDULE IV -- REINSURANCE
                                 (IN MILLIONS)
   
<TABLE>
<CAPTION>
                                                          GROSS         CEDED TO        ASSUMED FROM       NET
                                                          AMOUNT    OTHER COMPANIES   OTHER COMPANIES     AMOUNT
                                                        ----------  ----------------  ----------------  ----------
<S>                                                     <C>         <C>               <C>               <C>
Year Ended December 31, 1996
Life Insurance in Force...............................  $  177,094    $    106,146       $   31,957     $  102,905
                                                        ----------        --------          -------     ----------
Insurance Revenues
  Life Insurance and Annuities........................  $    1,801    $        298       $      169     $    1,672
  Accident and Health Insurance.......................          33               4                4             33
                                                        ----------        --------          -------     ----------
Total.................................................  $    1,834    $        302       $      173     $    1,705
                                                        ----------        --------          -------     ----------
                                                        ----------        --------          -------     ----------
For the Year Ended December 31, 1995
Life Insurance in Force...............................  $  182,716    $    112,774       $   26,996     $   96,938
                                                        ----------        --------          -------     ----------
Insurance Revenues
  Life Insurance and Annuities........................  $    1,232    $        325       $      574     $    1,481
  Accident and Health Insurance.......................         313             324               17              6
                                                        ----------        --------          -------     ----------
Total.................................................  $    1,545    $        649       $      591     $    1,487
                                                        ----------        --------          -------     ----------
                                                        ----------        --------          -------     ----------
For the Year Ended December 31, 1994
Life Insurance in Force...............................  $  136,929    $     87,553       $   35,016     $   84,392
                                                        ----------        --------          -------     ----------
Insurance Revenues
  Life Insurance and Annuities........................  $    1,008    $        211       $      294     $    1,091
  Accident and Health Insurance.......................         308             304                5              9
                                                        ----------        --------          -------     ----------
Total.................................................  $    1,316    $        515       $      299     $    1,100
                                                        ----------        --------          -------     ----------
                                                        ----------        --------          -------     ----------
 
<CAPTION>
                                                          PERCENTAGE OF
                                                         AMOUNT ASSUMED
                                                             TO NET
                                                        -----------------
<S>                                                     <C>
Year Ended December 31, 1996
Life Insurance in Force...............................          31.1%
Insurance Revenues
  Life Insurance and Annuities........................          10.1%
  Accident and Health Insurance.......................          12.1%
Total.................................................          10.1%
For the Year Ended December 31, 1995
Life Insurance in Force...............................          27.8%
Insurance Revenues
  Life Insurance and Annuities........................          38.8%
  Accident and Health Insurance.......................         283.3%
Total.................................................          39.7%
For the Year Ended December 31, 1994
Life Insurance in Force...............................          41.5%
Insurance Revenues
  Life Insurance and Annuities........................          26.9%
  Accident and Health Insurance.......................          55.6%
Total.................................................          27.2%
</TABLE>
    
<PAGE>
                                                 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
    
 
   
To Hartford Life Insurance Company
Separate Account Five and to the
Owners of Units of Interest Therein:
    
 
   
We have audited the accompanying statement of assets and liabilities of Hartford
Life Insurance Company Separate Account Five (the Account) as of December 31,
1996, and the related statement of operations for the year then ended and
statements of changes in net assets for the year ended December 31, 1996 and 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 audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
    
 
   
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hartford Life Insurance Company
Separate Account Five as of December 31, 1996, the results of its operations for
the year then ended and the changes in its net assets for the year ended
December 31, 1996 and the period from inception, January 10, 1995, to December
31, 1995, in conformity with generally accepted accounting principles.
    
 
   
                                         ARTHUR ANDERSEN LLP
    
   
Hartford, Connecticut
February 14, 1997
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
 Separate Account Five
 
   
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
    
 
   
<TABLE>
<CAPTION>
                                                          MONEY
                            BOND FUND    STOCK FUND    MARKET FUND   ADVISERS FUND
                           SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT
                           -----------   -----------  -------------  -------------
<S>                        <C>           <C>          <C>            <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
    Shares                       3,204,154
    Cost                       $ 3,201,875
    Market Value.........  $3,201,557        --            --             --
  Hartford Stock Fund,
   Inc.
    Shares                       4,046,255
    Cost                       $14,445,997
    Market Value.........      --        $16,762,464       --             --
  HVA Money Market Fund,
   Inc.
    Shares                      18,194,558
    Cost                       $18,194,558
    Market Value.........      --            --        $ 18,194,558       --
  Hartford Advisers Fund,
   Inc.
    Shares                      15,863,012
    Cost                       $31,226,954
    Market Value.........      --            --            --         $34,415,277
  Hartford Capital
   Appreciation Fund,
   Inc.
    Shares                       7,552,475
    Cost                       $26,324,937
    Market Value.........      --            --            --             --
  Hartford Mortgage
   Securities Fund, Inc.
    Shares                       1,379,266
    Cost                       $ 1,451,666
    Market Value.........      --            --            --             --
  Hartford Index Fund,
   Inc.
    Shares                       3,815,813
    Cost                       $ 7,914,027
    Market Value.........      --            --            --             --
  Hartford International
   Opportunities Fund,
   Inc.
    Shares                       5,868,103
    Cost                       $ 7,704,778
    Market Value.........      --            --            --             --
  Hartford Dividend and
   Growth Fund, Inc.
    Shares                       7,537,339
    Cost                       $10,244,388
    Market Value.........      --            --            --             --
  Hartford International
   Advisers Fund, Inc.
    Shares                       1,221,409
    Cost                       $ 1,394,539
    Market Value.........      --            --            --             --
  Hartford Small Company
   Fund, Inc.
    Shares                             920
    Cost                       $    1,000
    Market Value.........      --            --            --             --
  Due from Hartford Life
   Insurance Company.....      --            --             479,254        15,617
  Receivable from fund
   shares sold...........      --            --            --             --
                           -----------   -----------  -------------  -------------
  Total Assets...........   3,201,557     16,762,464     18,673,812    34,430,894
                           -----------   -----------  -------------  -------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....           1              2       --             --
  Payable for fund shares
   purchased.............      --            --             478,486        14,540
                           -----------   -----------  -------------  -------------
  Total Liabilities......           1              2        478,486        14,540
                           -----------   -----------  -------------  -------------
  Net Assets (variable
   life contract
   liabilities)..........  $3,201,556    $16,762,462   $ 18,195,326   $34,416,354
                           -----------   -----------  -------------  -------------
                           -----------   -----------  -------------  -------------
  Units Outstanding......   2,612,019     10,156,716     16,382,399    23,148,107
  Accumulation Unit Value
   at end of period......  $ 1.225702    $  1.650382   $   1.110663   $  1.486795
</TABLE>
    
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                               CAPITAL          MORTGAGE                     INTERNATIONAL     DIVIDEND AND  INTERNATIONAL
                          APPRECIATION FUND  SECURITIES FUND  INDEX FUND   OPPORTUNITIES FUND  GROWTH FUND   ADVISERS FUND
                             SUB-ACCOUNT       SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT
                          -----------------  ---------------  -----------  ------------------  ------------  -------------
<S>                       <C>                <C>              <C>          <C>                 <C>           <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
    Shares                       3,204,154
    Cost                       $ 3,201,875
    Market Value.........       --                --              --             --                --            --
  Hartford Stock Fund,
   Inc.
    Shares                       4,046,255
    Cost                       $14,445,997
    Market Value.........       --                --              --             --                --            --
  HVA Money Market Fund,
   Inc.
    Shares                      18,194,558
    Cost                       $18,194,558
    Market Value.........       --                --              --             --                --            --
  Hartford Advisers Fund,
   Inc.
    Shares                      15,863,012
    Cost                       $31,226,954
    Market Value.........       --                --              --             --                --            --
  Hartford Capital
   Appreciation Fund,
   Inc.
    Shares                       7,552,475
    Cost                       $26,324,937
    Market Value.........    $29,562,879          --              --             --                --            --
  Hartford Mortgage
   Securities Fund, Inc.
    Shares                       1,379,266
    Cost                       $ 1,451,666
    Market Value.........       --             $1,456,188         --             --                --            --
  Hartford Index Fund,
   Inc.
    Shares                       3,815,813
    Cost                       $ 7,914,027
    Market Value.........       --                --          $9,088,388         --                --            --
  Hartford International
   Opportunities Fund,
   Inc.
    Shares                       5,868,103
    Cost                       $ 7,704,778
    Market Value.........       --                --              --           $8,255,715          --            --
  Hartford Dividend and
   Growth Fund, Inc.
    Shares                       7,537,339
    Cost                       $10,244,388
    Market Value.........       --                --              --             --            $11,663,429       --
  Hartford International
   Advisers Fund, Inc.
    Shares                       1,221,409
    Cost                       $ 1,394,539
    Market Value.........       --                --              --             --                --         $1,424,872
  Hartford Small Company
   Fund, Inc.
    Shares                             920
    Cost                       $    1,000
    Market Value.........       --                --              --             --                --            --
  Due from Hartford Life
   Insurance Company.....         31,237          --              --                    2           15,985       --
  Receivable from fund
   shares sold...........       --                --                   8         --                --            --
                          -----------------  ---------------  -----------  ------------------  ------------  -------------
  Total Assets...........     29,594,116        1,456,188      9,088,396        8,255,717       11,679,414     1,424,872
                          -----------------  ---------------  -----------  ------------------  ------------  -------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....       --                --                  10         --                --            --
  Payable for fund shares
   purchased.............         29,080          --              --             --                 14,678       --
                          -----------------  ---------------  -----------  ------------------  ------------  -------------
  Total Liabilities......         29,080          --                  10         --                 14,678       --
                          -----------------  ---------------  -----------  ------------------  ------------  -------------
  Net Assets (variable
   life contract
   liabilities)..........    $29,565,036       $1,456,188     $9,088,386       $8,255,717      $11,664,736    $1,424,872
                          -----------------  ---------------  -----------  ------------------  ------------  -------------
                          -----------------  ---------------  -----------  ------------------  ------------  -------------
  Units Outstanding......     18,871,644        1,192,377      5,473,068        6,298,911        6,997,635     1,100,267
  Accumulation Unit Value
   at end of period......    $  1.566638       $ 1.221248     $ 1.660565       $ 1.310658      $  1.666954    $ 1.295024
 
<CAPTION>
                              SMALL
                           COMPANY FUND
                           SUB-ACCOUNT
                           ------------
<S>                       <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........     --
  Hartford Stock Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........     --
  HVA Money Market Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........     --
  Hartford Advisers Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........     --
  Hartford Capital
   Appreciation Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........     --
  Hartford Mortgage
   Securities Fund, Inc.
 
    Shares
 
    Cost
    Market Value.........     --
  Hartford Index Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........     --
  Hartford International
   Opportunities Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........     --
  Hartford Dividend and
   Growth Fund, Inc.
 
    Shares
 
    Cost
    Market Value.........     --
  Hartford International
   Advisers Fund, Inc.
 
    Shares
 
    Cost
    Market Value.........     --
  Hartford Small Company
   Fund, Inc.
 
    Shares
 
    Cost
    Market Value.........      $983
  Due from Hartford Life
   Insurance Company.....     --
  Receivable from fund
   shares sold...........     --
                              -----
  Total Assets...........       983
                              -----
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....     --
  Payable for fund shares
   purchased.............     --
                              -----
  Total Liabilities......     --
                              -----
  Net Assets (variable
   life contract
   liabilities)..........      $983
                              -----
                              -----
  Units Outstanding......     --
  Accumulation Unit Value
   at end of period......     -$-
</TABLE>
    
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
 SEPARATE ACCOUNT FIVE
 
   
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
    
 
   
<TABLE>
<CAPTION>
                                                          MONEY
                            BOND FUND    STOCK FUND    MARKET FUND  ADVISERS FUND
                           SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                           -----------   -----------   -----------  -------------
<S>                        <C>           <C>           <C>          <C>
INVESTMENT INCOME:
  Dividends..............   $154,157     $   173,109    $711,690     $  654,458
                           -----------   -----------   -----------  -------------
    Net investment income
     (loss)..............    154,157         173,109     711,690        654,458
                           -----------   -----------   -----------  -------------
CAPITAL GAINS INCOME.....     --             247,892      --            263,891
                           -----------   -----------   -----------  -------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........       (352)            (96)     --             (3,790)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    (26,709)      2,003,388      --          2,721,905
                           -----------   -----------   -----------  -------------
    Net realized and
     unrealized gain
     (loss) on
     investments.........    (27,061)      2,003,292      --          2,718,115
                           -----------   -----------   -----------  -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............   $127,096     $ 2,424,293    $711,690     $3,636,464
                           -----------   -----------   -----------  -------------
                           -----------   -----------   -----------  -------------
</TABLE>
    
 
   
* From inception, August 9, 1996, to December 31, 1996.
    
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                               CAPITAL          MORTGAGE                     INTERNATIONAL     DIVIDEND AND  INTERNATIONAL
                          APPRECIATION FUND  SECURITIES FUND  INDEX FUND   OPPORTUNITIES FUND  GROWTH FUND   ADVISERS FUND
                             SUB-ACCOUNT       SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT
                          -----------------  ---------------  -----------  ------------------  ------------  -------------
<S>                       <C>                <C>              <C>          <C>                 <C>           <C>
INVESTMENT INCOME:
  Dividends..............    $  141,479          $74,538      $   121,461       $104,616        $  166,958      $39,973
                          -----------------      -------      -----------       --------       ------------  -------------
    Net investment income
     (loss)..............       141,479           74,538          121,461        104,616           166,958       39,973
                          -----------------      -------      -----------       --------       ------------  -------------
CAPITAL GAINS INCOME.....       852,649          --                55,597         71,613            66,764       28,703
                          -----------------      -------      -----------       --------       ------------  -------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........         3,905             (264)           3,624           (826)              582       (2,872)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     2,844,514           (3,548)       1,040,510        450,264         1,210,967       25,925
                          -----------------      -------      -----------       --------       ------------  -------------
    Net realized and
     unrealized gain
     (loss) on
     investments.........     2,848,419           (3,812)       1,044,134        449,438         1,211,549       23,053
                          -----------------      -------      -----------       --------       ------------  -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    $3,842,547          $70,726      $ 1,221,192       $625,667        $1,445,271      $91,729
                          -----------------      -------      -----------       --------       ------------  -------------
                          -----------------      -------      -----------       --------       ------------  -------------
 
<CAPTION>
                              SMALL
                           COMPANY FUND
                           SUB-ACCOUNT*
                           ------------
<S>                       <C>
INVESTMENT INCOME:
  Dividends..............      $ --
                              -----
    Net investment income
     (loss)..............     --
                              -----
CAPITAL GAINS INCOME.....     --
                              -----
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........       (17)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     --
                              -----
    Net realized and
     unrealized gain
     (loss) on
     investments.........       (17)
                              -----
  Net increase (decrease)
   in net assets
   resulting from
   operations............      $(17)
                              -----
                              -----
</TABLE>
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
 Separate Account Five
 
   
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
    
 
   
<TABLE>
<CAPTION>
                                                        MONEY
                           BOND FUND    STOCK FUND   MARKET FUND     ADVISERS FUND
                          SUB-ACCOUNT  SUB-ACCOUNT   SUB-ACCOUNT      SUB-ACCOUNT
                          -----------  ------------  ------------  -----------------
<S>                       <C>          <C>           <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................ $  154,157   $   173,109   $   711,690      $   654,458
  Capital gains income...     --           247,892       --               263,891
  Net realized gain
   (loss) on security
   transactions..........       (352)          (96)      --                (3,790)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    (26,709)    2,003,388       --             2,721,905
                          -----------  ------------  ------------  -----------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    127,096     2,424,293       711,690        3,636,464
                          -----------  ------------  ------------  -----------------
UNIT TRANSACTIONS:
  Purchases..............     --           --         82,517,329         --
  Net transfers..........  2,030,523    10,080,041   (71,001,713)      21,840,419
  Surrenders.............    (39,577)     (209,688)     (280,151)        (444,541)
  Net loan withdrawals...     12,868       (96,267)   (5,090,962)        (483,514)
  Cost of insurance and
   other fees............    (15,332)      (75,894)     (144,970)        (155,225)
                          -----------  ------------  ------------  -----------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........  1,988,482     9,698,192     5,999,533       20,757,139
                          -----------  ------------  ------------  -----------------
  Total increase in net
   assets................  2,115,578    12,122,485     6,711,223       24,393,603
NET ASSETS:
  Beginning of period....  1,085,978     4,639,977    11,484,103       10,022,751
                          -----------  ------------  ------------  -----------------
  End of period.......... $3,201,556   $16,762,462   $18,195,326      $34,416,354
                          -----------  ------------  ------------  -----------------
                          -----------  ------------  ------------  -----------------
 
STATEMENT OF CHANGES IN NET ASSETS
FROM INCEPTION, JANUARY 10, 1995, TO DECEMBER 31, 1995
 
                                                        MONEY
                           BOND FUND    STOCK FUND   MARKET FUND     ADVISERS FUND
                          SUB-ACCOUNT  SUB-ACCOUNT   SUB-ACCOUNT      SUB-ACCOUNT
                          -----------  ------------  ------------  -----------------
OPERATIONS:
  Net investment income
   (loss)................ $   20,875   $    32,551   $   194,388      $    99,305
  Capital gains income...     --               403       --                   120
  Net realized gain
   (loss) on security
   transactions..........      1,207             9       --                  (866)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     26,392       313,078       --               466,421
                          -----------  ------------  ------------  -----------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     48,474       346,041       194,388          564,980
                          -----------  ------------  ------------  -----------------
UNIT TRANSACTIONS:
  Purchases..............     --           --         46,855,863         --
  Net transfers..........  1,057,360     4,397,905   (32,905,541)       9,588,547
  Surrenders.............    (17,899)      (36,191)     (186,484)         (46,331)
  Net loan withdrawal....       (127)      (58,548)   (2,423,958)         (67,424)
  Cost of insurance and
   other fees............     (1,830)       (9,230)      (50,165)         (17,021)
                          -----------  ------------  ------------  -----------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........  1,037,504     4,293,936    11,289,715        9,457,771
                          -----------  ------------  ------------  -----------------
  Total increase in net
   assets................  1,085,978     4,639,977    11,484,103       10,022,751
NET ASSETS:
  Beginning of period....     --           --            --              --
                          -----------  ------------  ------------  -----------------
  End of period.......... $1,085,978   $ 4,639,977   $11,484,103      $10,022,751
                          -----------  ------------  ------------  -----------------
                          -----------  ------------  ------------  -----------------
</TABLE>
    
 
   
 * From inception, August 9, 1996, to December 31, 1996.
    
   
** From inception, March 1,1995, to December 31, 1995.
    
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                CAPITAL          MORTGAGE                     INTERNATIONAL     DIVIDEND AND  INTERNATIONAL
                           APPRECIATION FUND  SECURITIES FUND  INDEX FUND   OPPORTUNITIES FUND  GROWTH FUND   ADVISERS FUND
                              SUB-ACCOUNT       SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
<S>                        <C>                <C>              <C>          <C>                 <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................     $   141,479       $   74,538     $  121,461       $  104,616      $   166,958    $   39,973
  Capital gains income...         852,649          --              55,597           71,613           66,764        28,703
  Net realized gain
   (loss) on security
   transactions..........           3,905             (264)         3,624             (826)             582        (2,872)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       2,844,514           (3,548)     1,040,510          450,264        1,210,967        25,925
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       3,842,547           70,726      1,221,192          625,667        1,445,271        91,729
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
UNIT TRANSACTIONS:
  Purchases..............        --                --              --             --                --            --
  Net transfers..........      15,368,388          847,165      6,030,465        5,773,754        7,935,692     1,218,628
  Surrenders.............        (398,849)         (36,769)      (173,115)         (98,814)        (137,508)      (13,045)
  Net loan withdrawals...        (232,211)          (1,547)      (142,073)         (48,108)         (65,640)           (4)
  Cost of insurance and
   other fees............        (142,060)          (7,811)       (38,685)         (34,733)         (46,158)       (5,555)
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........      14,595,268          801,038      5,676,592        5,592,099        7,686,386     1,200,024
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
  Total increase in net
   assets................      18,437,815          871,764      6,897,784        6,217,766        9,131,657     1,291,753
NET ASSETS:
  Beginning of period....      11,127,221          584,424      2,190,602        2,037,951        2,533,079       133,119
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
  End of period..........     $29,565,036       $1,456,188     $9,088,386       $8,255,717      $11,664,736    $1,424,872
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
 
                                CAPITAL          MORTGAGE                     INTERNATIONAL     DIVIDEND AND  INTERNATIONAL
                           APPRECIATION FUND  SECURITIES FUND  INDEX FUND   OPPORTUNITIES FUND  GROWTH FUND   ADVISERS FUND
                              SUB-ACCOUNT       SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT   SUB-ACCOUNT**
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
OPERATIONS:
  Net investment income
   (loss)................     $    30,005       $   12,566     $   15,754       $    8,088      $    20,358    $    3,677
  Capital gains income...             541          --                   4               92          --            --
  Net realized gain
   (loss) on security
   transactions..........             997              843            333             (114)            (289)          196
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         393,427            8,070        133,851          100,674          208,074         4,408
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............         424,970           21,479        149,942          108,740          228,143         8,281
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
UNIT TRANSACTIONS:
  Purchases..............        --                --              --             --                --            --
  Net transfers..........      10,836,491          579,334      2,068,160        1,981,409        2,362,955       137,448
  Surrenders.............         (62,476)         (15,266)       (23,814)         (19,876)         (23,348)      (12,345)
  Net loan withdrawal....         (51,314)         --              --              (28,680)         (30,134)      --
  Cost of insurance and
   other fees............         (20,450)          (1,123)        (3,686)          (3,642)          (4,537)         (265)
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........      10,702,251          562,945      2,040,660        1,929,211        2,304,936       124,838
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
  Total increase in net
   assets................      11,127,221          584,424      2,190,602        2,037,951        2,533,079       133,119
NET ASSETS:
  Beginning of period....        --                --              --             --                --            --
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
  End of period..........     $11,127,221       $  584,424     $2,190,602       $2,037,951      $ 2,533,079    $  133,119
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
                           -----------------  ---------------  -----------  ------------------  ------------  -------------
 
<CAPTION>
                               SMALL
                           COMPANY FUND
                           SUB-ACCOUNT*
                           -------------
<S>                       <C>
OPERATIONS:
  Net investment income
   (loss)................    $ --
  Capital gains income...      --
  Net realized gain
   (loss) on security
   transactions..........      --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         (17)
                           -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............         (17)
                           -------------
UNIT TRANSACTIONS:
  Purchases..............       1,000
  Net transfers..........      --
  Surrenders.............      --
  Net loan withdrawals...      --
  Cost of insurance and
   other fees............      --
                           -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........       1,000
                           -------------
  Total increase in net
   assets................         983
NET ASSETS:
  Beginning of period....      --
                           -------------
  End of period..........    $    983
                           -------------
                           -------------
OPERATIONS:
  Net investment income
   (loss)................
  Capital gains income...
  Net realized gain
   (loss) on security
   transactions..........
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................
  Net increase (decrease)
   in net assets
   resulting from
   operations............
UNIT TRANSACTIONS:
  Purchases..............
  Net transfers..........
  Surrenders.............
  Net loan withdrawal....
  Cost of insurance and
   other fees............
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........
  Total increase in net
   assets................
NET ASSETS:
  Beginning of period....
  End of period..........
</TABLE>
    
 
<PAGE>
                                                 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                             SEPARATE ACCOUNT FIVE
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996
 
   
- ---------------------------------------------------
    
 1. ORGANIZATION:
 
   
    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.
        Dividends 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 are valued at the closing net asset value per share as determined
        by the appropriate Fund as of December 31, 1996.
    
 
   
    c)  FEDERAL INCOME TAXES--The operations of the
        Account form a part of, and are taxed with, the total operations of the
        Company, which is taxed as an insurance company under the Internal
        Revenue Code. Under current law, no federal income taxes are payable
        with respect to the operations of the Account.
    
 
   
    d)  USE OF ESTIMATES--The preparation of financial
statements in conformity with generally accepted accounting principles requires
        management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities as of the date of the financial
        statements and the reported amounts of income and expenses during the
        period. Operating results in the future could vary from the amounts
        derived from management's estimates.
    
 
   
- ---------------------------------------------------
    
 3.ADMINISTRATION OF THE ACCOUNT AND
   RELATED CHARGES:
 
   
    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 contractholders' accounts in accordance with the
terms of the contracts.
    
<PAGE>

                                  PART II

                     CONTENTS OF REGISTRATION STATEMENT


This Registration Statement comprises the following papers and documents:

     The facing sheet.

   
     The prospectus consisting of 67 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 Hartford Life Insurance Company
          ("Hartford") authorizing the establishment of the Separate Account.(1)
    

    (A2)  Not applicable.

   
    (A3a) Principal Underwriting Agreement. (2)
    

   
    (A3b) Forms of Selling Agreements. (2)
    

    (A3c) Not applicable.                   

    (A4)  Not applicable.

   
    (A5)  Form of Modified Single Premium Variable Life Insurance Policy. (1)
    

   
    (A6a) Charter of Hartford. 
    

   
    (A6b) Bylaws of Hartford.  (2)
    

_____________________

  (1) Incorporated by reference to Post-Effective Amendment No. 2, to the 
      Registration Statement File No. 33-83654, dated May 1, 1995.

  (2) Incorporated by reference to Post Effective Amendment No. 3, to the 
      Registration Statement File No. 33-83654, dated May 1, 1996.

<PAGE>

    (A7)  Not applicable.

    (A8)  Not applicable.

    (A9)  Not applicable.

   
    (A10) Form of Application for Modified Single Premium Variable Life
          Insurance Policies. (1)
    

   
    (A11) Memorandum describing transfer and redemption procedures. (1)
    

   
(2)  Opinion and Consent of Lynda Godkin, General Counsel.
    

(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.
    

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

   
(7)  Power of Attorney.
    

   
(8)  Financial Data Schedule.
    


33-83654
HLIC/Director Life

<PAGE>

   
                   REPRESENTATION OF REASONABLENESS OF FEES
    

   
Hartford Life Insurance Company ("Hartford") hereby represents that the
aggregate fees and charges under the Policy are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by Hartford.
    

                         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.

   
       UNDERTAKINGS AND REPRESENTATIONS AS REQUIRED BY RULE 6E-3(T)
    

   
1.  Separate Account Five meets the definition of "Separate Account" under Rule
    6e-3(T).
    

   
2.  Hartford  undertakes to keep and make available to the Commission upon
    request any documents used to support any representation as to the
    reasonableness of fees.
    

                        UNDERTAKING ON INDEMNIFICATION

   
Article VIII of the By Laws of Hartford, 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

<PAGE>

     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 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


<PAGE>

     conclusion, upon application as provided in subsection (e), even though 
     the conclusion reached by any of the foregoing shall have been adverse 
     to him or to the person whose legal representative he is.

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

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

 (g) A corporation shall not indemnify any shareholder, director, officer,
     employee, agent or eligible outside party, other than a shareholder,
     director, officer, employee, agent or eligible outside party who is or
     was serving at the request of the corporation as a director, officer,
     partner, trustee, employee or agent of another enterprise, against
     judgments, fines, penalties, amounts paid in settlement and expenses to
     an extent either greater or less than that authorized in this section. 
     No provision made a part of the certificate or incorporation, the
     bylaws, a resolution 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

<PAGE>

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, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned thereunto duly authorized, and attested, all in the Town of
Simsbury, and State of Connecticut, on the 10th day of April, 1997.
    

                      HARTFORD LIFE INSURANCE COMPANY -
                      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.
    

   
Bruce D. Gardner, Vice President,       *By:  /s/ Lynda Godkin
 Director *                                  ----------------------
Joseph H. Gareau, Executive Vice                Lynda Godkin  
 President and Chief Investment                 Attorney-in-Fact
 Officer, Director *
John P. Ginnetti, Executive Vice        Dated:   April 10, 1997 
 President, Director *
Thomas M. Marra, Executive Vice
 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 *
    

SPVL/HL/33-83654

<PAGE>

   
                               EXHIBIT INDEX
    

   
(1) (A6a) Charter of Hartford.
    

   
(2)       Opinion and Consent of Lynda Godkin, General Counsel.
    

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

   
(6)       Consent of Arthur Andersen LLP, Independent Public Accountants
    

   
(7)       Copy of Power of Attorney.
    

   
(8)       Financial Data Schedule
    


<PAGE>


FILING #0001681565 PG 04 OF 05 VOL B-00105
FILED 12/31/1996 10:21 AM PAGE 00680
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE


                           HARTFORD LIFE INSURANCE COMPANY


                                CERTIFICATE AMENDING 
                        RESTATED CERTIFICATE OF INCORPORATION 
            BY ACTIONS OF THE BOARD OF DIRECTORS AND THE SOLE SHAREHOLDER 


1.  The name of the Corporation is  HARTFORD LIFE INSURANCE COMPANY.

2.  The Restated Certificate of Incorporation of the Corporation is amended by
    the following resolution of each of the Board of Directors and the Sole
    Shareholder:

         RESOLVED, that the Restated Certificate of Incorporation of the
         Company, as supplemented and amended to date, is hereby further
         amended by and adding the following Sections 4 and 5.  All other
         sections of the Restated Certificate of Incorporation shall
         remain unchanged and continue in full force and effect.

         "Section 4.    The Board of Directors may, at any time, appoint
                        from among its own members such committees as it
                        may deem necessary for the proper conduct of the
                        business of the Company.  The Board of Directors
                        shall be unrestricted as to the powers it may
                        confer upon such committees."

         "Section 5.    So much of the charter of said corporation, as
                        amended, as is inconsistent herewith is repealed,
                        provided that such repeal shall not invalidate or
                        otherwise affect any action taken pursuant to the
                        charter of the corporation, in accordance with its
                        terms, prior to the effective date of such
                        repeal."

3.  The above resolutions were consented to by the Board of Directors and the
    Sole Shareholder of the Corporation. The number of shares of the
    Corporation's common capital stock entitled to vote thereon was 1,000 and
    the vote required for adoption was 660 shares.  The vote favoring adoption
    was 1,000 shares, which was the greatest vote required to pass the
    resolution.


<PAGE>

                                          2



Dated at Simsbury, Connecticut this 30th day of December, 1996.

We hereby declare, under penalty of false statement, that the statements made in
the foregoing Certificate are true.

                                       HARTFORD LIFE INSURANCE COMPANY


                                        /s/ John P. Ginnetti 
                                       ---------------------------------
                                       John P. Ginnetti,  Executive Vice
                                       President


                                        /s/ Lynda Godkin
                                       ---------------------------------
                                       Lynda Godkin, Associate General Counsel
                                       & Secretary


<PAGE>

                                          3





                 RESTATED CERTIFICATE OF INCORPORATION

                    HARTFORD LIFE INSURANCE COMPANY

         This Restated Certificate of Incorporation gives effect to
the amendment of the Certificate of Incorporation of the corporation
and otherwise purports merely to restate all those provisions
already in effect. This Restated Certificate of Incorporation has
been adopted by the Board of Directors and by the sole shareholder.

         Section 1.  The name of the corporation is Hartford Life
         Insurance Company and it shall have all the powers granted
         by the general statutes, as now enacted or hereinafter
         amended to corporations formed under the Stock Corporation
         Act.

         Section 2.  The corporation shall have the purposes and
         powers to write any and all forms of insurance which any
         other corporation now or hereafter chartered by Connecticut
         and empowered to do an insurance business may now or
         hereafter may lawfully do; to accept and to issue cede
         reinsurance; to issue policies and contracts for any kind
         or combination of kinds of insurance; to policies or
         contracts either with or without participation in profits;
         to acquire and hold any or all of the shares or other
         securities of any insurance corporation; and to engage in
         any lawful act or activity for which corporations may be
         formed under the Stock Corporation Act.  The corporation is
         authorized to exercise the powers herein granted in any
         state, territory or jurisdiction of the United States or in
         any foreign country.

         Section 3.  The capital with which the corporation shall
         commence business shall be an amount not less than one
         thousand dollars.  The authorized capital shall be two
         million five hundred thousand dollars divided into one
         thousand shares of common capital stock with a par value of
         twenty-five hundred dollars each.
<PAGE>

                                          4


         We hereby declare, under the penalties of false statement
that the statements made in the foregoing Certificate are true.

Dated:  February 10, 1982            HARTFORD LIFE INSURANCE COMPANY


                                     By /s/ ROBERT B. GOODE, JR.
                                       ----------------------------
Attest:

/s/ WM. A. MCMAHON
- ----------------------

7342D


<PAGE>

                                                                    EXHIBIT 2

   
                                             THE [LOGO]
                                             HARTFORD
    


   
April 10, 1997                               Lynda Godkin
                                             General Counsel & Secretary
                                             Law Department
Board of Directors
Hartford Life Insurance Company
200 Hopmeadow Street 
Simsbury, CT  06089
    

   
RE:  SEPARATE ACCOUNT FIVE
     HARTFORD LIFE INSURANCE COMPANY
     FILE NO. 33-83654
    

   
Dear Sir/Madam:
    

   
I have acted as General Counsel to Hartford Life Insurance Company (the
"Company"), a Connecticut insurance company, and Hartford Life Insurance Company
Separate Account Five (the "Account") in connection with the registration of an
indefinite amount of securities in the form of modified single premium variable
life insurance contract (the "Contracts") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.  I have examined such
documents (including the Form S-6 Registration Statement) and reviewed such
questions of law as I considered necessary and appropriate, and on the basis of
such examination and review, it is my opinion that:
    

   
1.   The Company is a corporation duly organized and validly existing as a stock
     life insurance company under the laws of the State of Connecticut and is
     duly authorized by the Insurance Department of the State of Connecticut to
     issue the Contracts.
    

   
2.   The Account is a duly authorized and validly existing separate account
     established pursuant to the provisions of Section 38a-433 of the
     Connecticut Statutes.
    

   
3.   To the extent so provided under the Contracts, that portion of the assets
     of the Account equal to the reserves and other contract liabilities with
     respect to the Account will not be chargeable with liabilities arising out
     of any other business that the Company may conduct.
    

   
                                             Hartford Life Insurance Companies
                                             200 Hopmeadow Street
                                             Simsbury, CT 06089
                                             860 843 3153
                                             860 843 8665 Fax

                                             Mailing Address:  P.O. Box 2999
                                             Hartford, CT  06104-2999 
    

<PAGE>

   
Board of Directors
Hartford Life Insurance Company
April 10, 1997
Page 2
    

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

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

   
Sincerely,

/s/ Lynda Godkin

Lynda Godkin
    


<PAGE>

                                                                    EXHIBIT 5


[LOGO]
ITT HARTFORD                                 



          MICHAEL R. WINTERFIELD, FSA, MAAA      200 Hopmeadow Street
          Assistant Vice President               Simsbury, CT  06089
          Individual Annuity Product Management  Mailing Address: P.O. Box 2999
                                                 Hartford, CT  06104-2999
                                                 Telephone (860) 843-5480



April 1, 1997



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


Dear Sir:

This opinion is furnished in connection with the Form S-6 Registration Statement
under the Securities Act of 1933, as amended ("Securities Act"), of a certain
modified single premium variable life insurance policy (the "Policy") that will
be offered and sold by Hartford Life Insurance Company and certain units of
interest to be issued in connection with the Policy.

The hypothetical illustrations of the Policy used in the Form S-6 Registration
Statement accurately reflect reasonable estimates of projected performance of
the Policy under the stipulated rates of investment return, the contractual
expense deductions and guaranteed cost-of-insurance rates, and utilizing a
reasonable estimation for expected fund operating expenses.

I hereby consent to the use of this opinion as an exhibit to the Form S-6
Registration Statement  and to the reference to my name under the heading
"Experts" in the Prospectus included as a part of such Form S-6 Registration
Statement.

Very truly yours,

/s/ Michael Winterfield 

Michael Winterfield, FSA, MAAA
Director Individual Annuity Inforce Management

HLIC/Director Life/PCM Life/DW Select Dimensions Life


<PAGE>

                                                                    EXHIBIT 6



                            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. 33-83654 for Hartford Life Insurance
Company Separate Account Five on Form S-6.



                                         /s/ Arthur Andersen LLP

Hartford, Connecticut
April 14, 1997

<PAGE>

                           HARTFORD LIFE INSURANCE COMPANY
                                         AND
                     HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY

                                  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, Marianne O'Doherty,
and Margaret E. Hankard 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 and Hartford Life and
Accident Insurance Company 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                          /s/Leonard E. Odell,  Jr.
- ---------------------------------------       ----------------------------------
            Donald R. Frahm                             Leonard E. Odell, Jr.


        /s/Bruce D. Gardner                          /s/Lowndes A. Smith
- ---------------------------------------       ----------------------------------
           Bruce D. Gardner                             Lowndes A. Smith


        /s/Joseph H. Gareau                          /s/Raymond P. Welnicki
- ---------------------------------------       ----------------------------------
           Joseph H. Gareau                             Raymond P. Welnicki


        /s/John P. Ginetti                           /s/Lizabeth H. Zlatkus
- ---------------------------------------       ----------------------------------
           John P. Ginnetti                             Lizabeth H. Zlatkus


        /s/Thomas M. Marra
- ---------------------------------------
           Thomas M. Marra




Dated:  December 3, 1996
       -------------------

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000929631
<NAME> HARTFORD LIFE SEPARATE ACCOUNT FIVE
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-01-1996
<INVESTMENTS-AT-COST>                      168,379,500
<INVESTMENTS-AT-VALUE>                     184,770,813
<RECEIVABLES>                                  886,934
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