SEPARATE ACCOUNT FIVE OF HARTFORD LIFE INSURANCE CO
S-6, 1998-05-14
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<PAGE>


    As filed with the Securities and Exchange Commission on May 14, 1998.
                                                       File No. 333-


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


                                       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:

      Marianne  O'Doherty, Esq.
      Hartford Life Insurance Companies
      P.O. Box 2999
      Hartford, CT  06104-2999


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.


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.

The registrant hereby amends this registration statement on such dates as may 
be necessary to delay its effective date until the registrant shall file a 
further amendment which specifically states that this registration statement 
shall thereafter become effective in accordance with Section 8(a) of the 
Securities Act of 1933 or until the registration statement shall become 
effective on such date as the Commission, acting pursuant to said 
Section 8(a), may determine.

<PAGE>


                           RECONCILIATION AND TIE BETWEEN 
                              FORM N-8B-2 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 Policies

      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 - The Portfolios; The Policy - 
               Application for a Policy;  Policy Benefits and Rights; 
               Other Matters - Voting Rights, Dividends

      11.      Summary; The Separate Account - The Portfolios

      12.      Summary;  The Separate Account - The Portfolios

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

      14.      The Policy - Application for a Policy

      15.      The Policy - Allocation of Premium 

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

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

<PAGE>

ITEM NO. OF
FORM N-8B-2    CAPTION IN PROSPECTUS
- ------------   --------------------

      18.      The Separate Account - The Portfolios; Deduction and Charges;
               Federal Tax Considerations

      19.      Other Matters - Statement to Policy Owners

      20.      Not applicable

      21.      Policy Benefits and Rights - Policy 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 Policies

      36.      Not required by Form S-6

      37.      Not applicable

      38.      Distribution of the Policies

<PAGE>

ITEM NO. OF
FORM N-8B-2    CAPTION IN PROSPECTUS
- ------------   ----------------------

      39.      The Company;  Distribution of the Policies

      40.      Not applicable

      41.      The Company;  Distribution of the Policies

      42.      Not applicable

      43.      Not applicable

      44.      The Policy - Allocation of Premium

      45.      Not applicable

      46.      Policy Benefits and Rights - Account Value

      47.      The Separate Account - The Portfolios

      48.      Cover Page;  The Company

      49.      Not applicable

      50.      The Separate Account - General

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

      52.      The Separate Account - The Portfolios, The Separate Account -
               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>
SELECT DIMENSIONS LIFE SERIES II
MODIFIED SINGLE PREMIUM VARIABLE LIFE
INSURANCE POLICIES
HARTFORD LIFE INSURANCE COMPANY
P.O. Box 2999
Hartford, CT 06104-2999
Telephone (800) 231-5453
- --------------------------------------------------------------------------------
 
This Prospectus describes Select Dimensions Life Series II, a modified single
premium variable life insurance policy ("Policy" or "Policies"), offered by
Hartford Life Insurance Company ("Hartford") to applicants age 90 and under. The
Policies allow the Policy Owner to pay a single premium and, subject to certain
restrictions, additional premiums.
 
The Policy is a modified endowment contract for federal income tax purposes,
except in certain cases described under "Federal Tax Considerations," page 24. A
Policy 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 Policy. Any surrender amounts that are taxable 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 the Money Market Portfolio. After the right
to cancel period has expired, the amounts allocated will be transferred to the
Portfolios specified in the Policy Owner's application. There are currently
thirteen Sub-Accounts available under the Policy. Underlying investment
portfolios ("Portfolios") are available through the Dean Witter Select
Dimensions Investment Series (the "Fund"). The following Portfolios are
available under the Policy: the Money Market Portfolio, the North American
Government Securities Portfolio, the Diversified Income Portfolio, the Balanced
Growth Portfolio, the Utilities Portfolio, the Dividend Growth Portfolio, the
Value-Added Market Portfolio, the Growth Portfolio, the American Value
Portfolio, the Mid-Cap Growth Portfolio, the Global Equity Portfolio, the
Developing Growth Portfolio, and the Emerging Market Portfolio of the Dean
Witter Select Dimensions Investment Series.
 
There is no guaranteed minimum Account Value for a Policy. The Account Value of
a Policy will vary up or down to reflect the investment experience of the
Portfolios to which premiums have been allocated. The Policy Owner bears the
investment risk for all amounts allocated to the Portfolios. The Policy
continues in effect as long as the Cash Surrender Value is sufficient to pay the
monthly charges under the Policy ("Deduction Amount"). The Policy 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
received by Hartford.
 
The Policies provide for a Face Amount, which is the minimum death benefit under
the Policy. The Death Benefit may be greater than the Face Amount. The Account
Value will, and under certain circumstances the Death Benefit of the Policy may,
increase or decrease based on the investment experience of the Portfolios to
which premiums have been allocated. However, while the Policy is in effect, the
Death Benefit will never be less 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 Policy.
 
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
POLICY.
 
THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED BY THE CURRENT PROSPECTUSES OF THE
APPLICABLE ELIGIBLE PORTFOLIOS WHICH CONTAIN A FULL DESCRIPTION OF THOSE
PORTFOLIOS. 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      , 1998.
<PAGE>
TABLE OF CONTENTS
      --------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PAGE
 ----------------------------------------------------------------------------
 <S>                                                                     <C>
   Special Terms                                                           3
 ----------------------------------------------------------------------------
   Summary                                                                 5
 ----------------------------------------------------------------------------
   The Company                                                             7
 ----------------------------------------------------------------------------
   The Separate Account                                                    7
 ----------------------------------------------------------------------------
      General                                                              7
 ----------------------------------------------------------------------------
      The Portfolios                                                       7
 ----------------------------------------------------------------------------
      Investment Advisers                                                  9
 ----------------------------------------------------------------------------
   The Policy                                                              9
 ----------------------------------------------------------------------------
      Application for a Policy                                             9
 ----------------------------------------------------------------------------
      Premiums                                                             9
 ----------------------------------------------------------------------------
      Allocation of Premiums                                              10
 ----------------------------------------------------------------------------
      Accumulation Unit Values                                            10
 ----------------------------------------------------------------------------
   Deductions and Charges                                                 10
 ----------------------------------------------------------------------------
      Chart of Deduction and Charges                                      11
 ----------------------------------------------------------------------------
      Cost of Insurance Charge                                            11
 ----------------------------------------------------------------------------
      Administrative Charge                                               12
 ----------------------------------------------------------------------------
      Annual Maintenance Fee                                              12
 ----------------------------------------------------------------------------
      Surrender Charge                                                    12
 ----------------------------------------------------------------------------
      Policy Owner Options                                                12
 ----------------------------------------------------------------------------
         Option 1                                                         12
 ----------------------------------------------------------------------------
         Option 2                                                         13
 ----------------------------------------------------------------------------
      Other Deductions or Charges                                         13
 ----------------------------------------------------------------------------
   Policy Benefits and Rights                                             13
 ----------------------------------------------------------------------------
      Death Benefit                                                       13
 ----------------------------------------------------------------------------
      Account Value                                                       14
 ----------------------------------------------------------------------------
      Transfer of Account Value                                           14
 ----------------------------------------------------------------------------
      Policy Loans                                                        14
 ----------------------------------------------------------------------------
      Amount Payable on Surrender of the Policy                           15
 ----------------------------------------------------------------------------
      Partial Surrenders                                                  15
 ----------------------------------------------------------------------------
      Benefits at Maturity                                                15
 ----------------------------------------------------------------------------
      Lapse and Reinstatement                                             15
 ----------------------------------------------------------------------------
      Cancellation and Exchange Rights                                    16
 ----------------------------------------------------------------------------
      Suspension of Valuation, Payments and Transfers                     16
 ----------------------------------------------------------------------------
   Last Survivor Policies                                                 16
 ----------------------------------------------------------------------------
 
<CAPTION>
                                                                         PAGE
 <S>                                                                     <C>
 ----------------------------------------------------------------------------
 
   Other Matters                                                          16
 ----------------------------------------------------------------------------
      Voting Rights                                                       16
 ----------------------------------------------------------------------------
      Statements to Policy Owners                                         17
 ----------------------------------------------------------------------------
      Limit on Right to Contest                                           17
 ----------------------------------------------------------------------------
      Misstatement as to Age and Sex                                      17
 ----------------------------------------------------------------------------
      Settlement Provisions                                               17
 ----------------------------------------------------------------------------
      Beneficiary                                                         18
 ----------------------------------------------------------------------------
      Assignment                                                          18
 ----------------------------------------------------------------------------
      Dividends                                                           18
 ----------------------------------------------------------------------------
   Executive Officers and Directors                                       19
 ----------------------------------------------------------------------------
   Distribution of the Policies                                           23
 ----------------------------------------------------------------------------
   Safekeeping of the Separate Account's Assets                           24
 ----------------------------------------------------------------------------
   Federal Tax Considerations                                             24
 ----------------------------------------------------------------------------
      General                                                             24
 ----------------------------------------------------------------------------
      Taxation of Hartford and the Separate Account                       24
 ----------------------------------------------------------------------------
      Income Taxation of Policy Benefits                                  24
 ----------------------------------------------------------------------------
      Last Survivor Policies                                              24
 ----------------------------------------------------------------------------
      Modified Endowment Contracts                                        24
 ----------------------------------------------------------------------------
      Estate and Generation Skipping Taxes                                25
 ----------------------------------------------------------------------------
      Diversification Requirements                                        25
 ----------------------------------------------------------------------------
      Ownership of the Assets in the Separate Account                     25
 ----------------------------------------------------------------------------
      Life Insurance Purchased for Use in Split Dollar Arrangements       26
 ----------------------------------------------------------------------------
      Federal Income Tax Withholding                                      26
 ----------------------------------------------------------------------------
      Non-Individual Ownership of Policies                                26
 ----------------------------------------------------------------------------
      Other                                                               26
 ----------------------------------------------------------------------------
      Life Insurance Purchases by Nonresident Aliens and Foreign
       Corporations                                                       26
 ----------------------------------------------------------------------------
   Legal Proceedings                                                      26
 ----------------------------------------------------------------------------
   Legal Matters                                                          26
 ----------------------------------------------------------------------------
   Experts                                                                27
 ----------------------------------------------------------------------------
   Registration Statement                                                 27
 ----------------------------------------------------------------------------
   Appendix A -- Special Information for Policies Purchased in New York   28
 ----------------------------------------------------------------------------
   Appendix B -- Illustrations of Benefits                                30
 ----------------------------------------------------------------------------
</TABLE>
 
 THE POLICIES AND/OR POLICY OWNER OPTION 2 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.
 
                              2   - PROSPECTUS
<PAGE>
SPECIAL TERMS
      --------------------------------------------------------------------
 
As used in this Prospectus, the following terms have the indicated meanings:
 
ACCOUNT VALUE: The current value of the Sub-Accounts plus the value of the Loan
Account under the Policy.
 
ACCUMULATION UNIT: An accounting unit of measure used to calculate the value of
a Sub-Account.
 
ANNUAL WITHDRAWAL AMOUNT: The amount of a surrender or partial surrender that is
not subject to the Surrender Charge. This amount in any Policy Year is the
greater of 10% of premiums or 100% of cumulative earnings (Account Value less
premiums paid).
 
ANNUITY UNIT: An accounting unit of measure used to calculate the amount of
annuity payments.
 
ATTAINED AGE: The Issue Age plus the number of fully completed Policy Years.
 
CASH SURRENDER VALUE: The Cash Value less all Indebtedness.
 
CASH VALUE: The Account Value less any Surrender Charge and any Unamortized Tax
charge due upon surrender.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
COVERAGE AMOUNT: The Death Benefit less the Account Value.
 
DEATH BENEFIT: The greater of (1) the Face Amount specified in the Policy or (2)
the Account Value on the date of death multiplied by a stated percentage as
specified in the Policy.
 
DEATH PROCEEDS: The amount that Hartford will pay on the death of the Insured.
This equals the Death Benefit less any Indebtedness.
 
DEDUCTION AMOUNT: A deduction on the Policy Date and on each Monthly Activity
Date for the cost of insurance, Tax Expense charges under Option 1, an
administrative charge and a mortality and expense risk charge.
 
FACE AMOUNT: On the Policy Date, the Face Amount is the amount shown on the
Policy's Specifications page. Thereafter, the Face Amount is reduced in
proportion to any partial surrenders.
 
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 Policy Owner, including all
outstanding loans on the Policy, any interest due or accrued and any unpaid
Deduction Amount or annual maintenance fee arising during a grace period.
 
INSURED: The person on whose life the Policy is issued.
 
ISSUE AGE: As of the Policy Date, the Insured's age on Insured's last birthday.
 
LOAN ACCOUNT: An account in 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 that is not based on the investment experience
of the Separate Account.
 
MONTHLY ACTIVITY DATE: The day of each month on which any deductions or charges
are subtracted from the Account Value of the Policy. Monthly Activity Dates
occur on the same day of the month as the Policy Date.
 
POLICY: For a Policy issued to an individual, the Policy is the individual
Policy and any endorsements or riders. For a group Policy, the Policy is a
certificate evidencing a participatory interest in a group Policy and any
endorsements or riders. Any references in this Prospectus to a Policy includes
the certificate.
 
POLICY ANNIVERSARY: The anniversary of the Policy Date.
 
POLICY DATE: The date from which Policy Anniversaries and Policy Years are
measured.
 
POLICY LOAN RATE: The interest rate charged on Policy loans.
 
POLICY OWNER: The owner of the Policy
 
POLICY OWNER OPTIONS: The Policy Owner may elect one of two options offered by
Hartford to pay Mortality and Expense Risk charges and certain tax related
charges. The Policy Owner must elect the option at the time the Policy is issued
and the option cannot be changed once the Policy is issued. The following
options are available:
 
  OPTION 1: ASSET BASED CHARGES: Under this option the Policy Owner elects to
  pay a Mortality and Expense Risk charge that is deducted monthly from Account
  Value at an annual rate of .90% in Policy Years 1 through 10 and at an annual
  rate of .50% in Policy Years 11 and beyond; a Tax Expense charge that is also
  deducted monthly at an annual rate of .40% for the first 10 Policy Years and
  an Unamortized Tax charge that is imposed during the first 9 Policy Years on
  surrenders or partial surrenders according to the rate set forth in
  "Deductions and Charges -- Policy Owner Options -- Unamortized Tax Charge"
  page 13. See "Deductions and Charges -- Policy Owner Options" page 12.
 
  OPTION 2: FRONTED CHARGES: Under this option the Policy Owner elects to pay a
  Mortality and Expense Risk charge that is deducted monthly from Account Value
  at an annual rate of .65% in Policy Years 1 through 10 and an annual rate of
  .50% in Policy Years 11 and beyond and a Tax Expense charge that is deducted
  from any Premium payment in all Policy Years at an annual rate of 4.0%. This
  option is not available in all
 
                              3   - PROSPECTUS
<PAGE>
  states. See "Deductions and Charges -- Policy Owner Options" page 12.
 
POLICY YEAR: The twelve months between Policy Anniversaries.
 
SEPARATE ACCOUNT: Separate Account Five, an account established by Hartford to
separate the assets funding the Policies from other assets of Hartford.
 
SUB-ACCOUNT: The subdivisions of the Separate Account.
 
SURRENDER CHARGE: A charge which may be assessed upon surrender of the Policy or
partial surrenders in excess of the Annual Withdrawal Amount.
 
VALUATION DAY: The date on which the Sub-Account is valued. The Valuation Day is
every day the New York Stock Exchange is open for trading. The value of the
Separate Account is determined at the close of the New York Stock Exchange
(generally 4:00 p.m. Eastern Time) on such days.
 
VALUATION PERIOD: The period between the close of business on successive
Valuation Days.
 
                              4   - PROSPECTUS
<PAGE>
SUMMARY
      --------------------------------------------------------------------
 
THE POLICIES
 
The Policies are life insurance policies with death benefits, cash values and
other traditional life insurance features. The Policies 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 Portfolios to which premium payments have been allocated. The Policies
are credited with units ("Accumulation Units") to calculate Account Values. The
Policy Owner may transfer the Account Values among the Portfolios.
 
The Policies can be issued on a single life or "last survivor" basis. For a
discussion of how last survivor Policies operate differently from single life
Policies, see "Last Survivor Policies," page 16.
 
THE SEPARATE ACCOUNT AND
THE PORTFOLIOS
 
Separate Account Five ("Separate Account") funds the variable life insurance
Policies offered by this Prospectus. Hartford established the Separate Account
pursuant to Connecticut insurance law and it is organized as a unit investment
trust registered under the Investment Company Act of 1940. The Policies
currently offer 13 Sub-Accounts each investing exclusively in a Portfolio. The
investment objectives of the Portfolios are as set forth in "The Separate
Account -- The Portfolios," page 7. Applicants should read the Fund's prospectus
accompanying this Prospectus in connection with the purchase of a Policy.
 
The following table shows annual Fund operating expenses for 1997:
 
                         ANNUAL FUND OPERATING EXPENSES
                        (as a percentage of net assets)
<TABLE>
<CAPTION>
                                            OTHER
                          MANAGEMENT      EXPENSES
                             FEES        (ABSENT ANY     TOTAL FUND
                         (ABSENT ANY       EXPENSE       OPERATING
                         FEE WAIVERS)  REIMBURSEMENT)   EXPENSES (1)
                         ------------  ---------------  ------------
<S>                      <C>           <C>              <C>
Money Market
 Portfolio.............       0.500%         0.050%          0.550%
North American
 Government Securities
 Portfolio.............       0.650%         0.610%          1.260%
Diversified Income
 Portfolio.............       0.400%         0.150%          0.550%
Balanced Growth
 Portfolio (2).........       0.620%         0.110%          0.730%
Utilities Portfolio....       0.650%         0.110%          0.760%
Dividend Growth
 Portfolio (3).........       0.625%         0.025%          0.650%
Value-Added Market
 Portfolio.............       0.500%         0.080%          0.580%
 
<CAPTION>
                                            OTHER
                          MANAGEMENT      EXPENSES
                             FEES        (ABSENT ANY     TOTAL FUND
                         (ABSENT ANY       EXPENSE       OPERATING
                         FEE WAIVERS)  REIMBURSEMENT)   EXPENSES (1)
                         ------------  ---------------  ------------
<S>                      <C>           <C>              <C>
Growth Portfolio (2)...       0.810%         0.160%          0.970%
American Value
 Portfolio.............       0.625%         0.055%          0.680%
Mid-Cap Growth
 Portfolio (4).........       0.750%         0.370%          1.120%
Global Equity
 Portfolio.............       1.000%         0.130%          1.130%
Developing Growth
 Portfolio.............       0.500%         0.100%          0.600%
Emerging Markets
 Portfolio.............       1.250%         0.460%          1.710%
</TABLE>
 
- ------------------------
(1) Management Fees generally represent the fees paid to the investment adviser
    or its affiliates for investment and administrative services provided. Other
    Expenses are expenses (other than Management Fees) which are deducted from
    the Portfolio including legal, accounting and custodian fees. For a complete
    description of the nature of the services provided in consideration of the
    operating expenses deducted, please see the Fund's prospectus.
 
(2) On March 2, 1998, the Balanced Portfolio was renamed the Balanced Growth
    Portfolio. As of that date, its Management Fee was lowered from 0.75% to
    0.60%. Also, on March 2, 1998, the Core Equity Portfolio was renamed the
    Growth Portfolio. As of that date, its Management Fee was lowered from 0.85%
    to 0.80%.
 
(3) On April 30, 1998, the Trustees of Dean Witter Select Dimensions Investment
    Series intend to amend the Investment Management Agreement such that,
    effective May 1, 1998, Management Fees for the Dividend Growth Portfolio
    will be 0.625% on assets up to $500 million, and 0.500% on assets over $500
    million.
 
(4) The Investment Manager has undertaken to assume all expenses of the Mid-Cap
    Growth Portfolio and waive the compensation provided for that Portfolio in
    its Management Agreement with the Portfolio until such time as the Portfolio
    has $50 million of net assets or until July 31, 1998, whichever occurs
    first.
 
PREMIUMS
 
The Policy permits the Policy Owner to pay a large single premium and, subject
to restrictions, additional premiums. The Policy Owner may choose a minimum
initial premium of 80%, 90% or 100% of the Guideline Single Premium (based on
the Face Amount). Under current underwriting rules, which are subject to change,
applicants between the ages of 35 and 80 may
 
                              5   - PROSPECTUS
<PAGE>
be eligible for simplified underwriting without a medical examination if they
meet simplified underwriting standards. For applicants who are below age 35 or
above age 80, or who do not meet simplified underwriting eligibility, full
underwriting applies, except that substandard underwriting applies in those
cases that represent substandard risks according to customary underwriting
guidelines.
 
DEDUCTIONS AND CHARGES
 
On the Policy 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 from each Sub-Account. The Deduction Amount includes a cost of insurance
charge, a Tax Expense charge under Option 1, an administrative charge and a
mortality and expense risk charge. If the Cash Surrender Value is not sufficient
to cover a Deduction Amount due on any Monthly Activity Date the Policy may
lapse. See "Deductions and Charges" page 10, and "Policy Benefits and Rights --
Lapse and Reinstatement," page 15.
 
If the Account Value on a Policy Anniversary or on any date the Policy is
surrendered is less than $50,000, Hartford will deduct an annual maintenance fee
of $30. See "Deductions and Charges -- Annual Maintenance Fee," page 12.
 
The Policy Owner may pay certain deductions and charges by electing one of two
available options at the time the Policy is issued. Once elected, the Policy
Owner Options cannot be changed:
 
Under Option 1:
 
    - a Mortality and Expense Risk charge is deducted monthly from Account Value
      at an annual rate of .90% in Policy Years 1 through 10 and at an annual
      rate of .50% in Policy Years 11 and beyond.
 
    - a Tax Expense charge is also deducted monthly at an annual rate of .40%
      for the first 10 Policy Years.
 
    - an Unamortized Tax charge is imposed during the first 9 Policy Years on
      surrenders or partial surrenders according to the rate set forth in
      "Deductions and Charges -- Policy Owner Options -- Unamortized Tax Charge"
      page 13.
 
Under Option 2: (May not be available in all states)
 
    - a Mortality and Expense Risk charge is deducted monthly from Account Value
      at an annual rate of .65% in Policy Years 1 through 10 and an annual rate
      of .50% in Policy Years 11 and beyond.
 
    - a Tax Expense charge is deducted from any Premium payment in all Policy
      Years at an annual rate of 4.0%.
 
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 13, and "Federal Tax Considerations," page 24.
 
Applicants should review the Fund's prospectus accompanying this Prospectus for
a description of the charges assessed against the assets of the Portfolios.
 
Upon surrender of the Policy and partial surrenders in excess of the Annual
Withdrawal Amount, a Surrender Charge may be assessed. See "Deductions and
Charges -- Surrender Charge," page 12.
 
For a discussion of the tax consequences of surrender of the Policy or a partial
surrender, see "Federal Tax Considerations," page 24.
 
DEATH BENEFIT
 
The Policies provide for a Face Amount which is the minimum Death Benefit under
the Policy. 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 of the
Policy. See "Policy Benefits and Rights -- Death Benefit," page 13.
 
ACCOUNT VALUE
 
The Account Value of the Policy will increase or decrease to reflect the
investment experience of the Portfolios applicable to the Policy and deductions
for the monthly Deduction Amount. There is no minimum guaranteed Account Value
and the Policy Owner bears the risk of the investment in the Portfolios. See
"Policy Benefits and Rights -- Account Value," page 14.
 
POLICY LOANS
 
A Policy Owner may obtain one or both types of cash loans from Hartford. Both
types of loans are secured by the Policy. 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 Cash Value. See "Policy Benefits and Rights -- Policy Loans,"
page 14.
 
LAPSE
 
A Policy may terminate if the Cash Surrender Value on any Monthly Activity Date
is less than the required Deduction Amount. Hartford will give written notice to
the Policy Owner and a 61-day grace period during which additional amounts may
be paid to continue the Policy. See "Policy Benefits and Rights -- Policy
Loans," page 14, and "Policy Benefits and Rights -- Lapse and Reinstatement,"
page 15.
 
CANCELLATION AND EXCHANGE RIGHTS
 
A Policy Owner has a limited right to return the Policy for cancellation. If the
Policy Owner returns the Policy to Hartford or to the agent who sold the Policy,
to be canceled within ten days after delivery of the Policy to the Policy Owner
(in certain cases, this free-look period is longer), Hartford will return to the
Policy Owner, within seven days thereafter, the greater of the premiums paid for
the Policy, less any Indebtedness, or the sum
 
                              6   - PROSPECTUS
<PAGE>
of (1) the Account Value, less any indebtedness, on the date the returned Policy
is received by Hartford or its agent and (2) any deductions under the Policy or
by the Portfolios for taxes, charges or fees.
 
In addition, once the Policy is in force, it may be exchanged during the first
24 months after its issuance for a permanent life insurance Policy on the life
of the Insured without submitting proof of insurability. See "Policy Benefits
and Rights -- Cancellation and Exchange Rights," page 16.
 
TAX CONSEQUENCES
 
The current federal tax law generally excludes all death benefit payments from
the gross income of the Policy beneficiary. The Policies generally will be
treated as modified endowment contract. This status does not affect the
Policies' 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 Policy (generally, the excess of Account Value over
premiums paid) and may be subject to a 10% penalty tax. See "Federal Tax
Considerations," page 24.
 
THE COMPANY
      --------------------------------------------------------------------
 
Hartford Life Insurance Company ("Hartford") 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 controlled by The Hartford Financial Services
Group, Inc., a Delaware Corporation.
 
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 it is 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 Policy Owners and persons entitled to
payments under the Policies. The assets of the Separate Account are not
chargeable with liabilities arising out of any other business which Hartford may
conduct.
 
THE PORTFOLIOS
 
The underlying investment for the Policies are shares of the Dean Witter Select
Dimensions Investment Series, an open-end management investment company. The
underlying Portfolios corresponding to each Sub-Account and their investment
objectives are described below. Hartford reserves the right, subject to
compliance with the law, to offer additional portfolios with differing
investment objectives. The Portfolios may not be available in all states.
 
MONEY MARKET PORTFOLIO
 
Seeks high current income, preservation of capital and liquidity by investing in
the following money market instruments: U.S. Government securities, obligations
of U.S. regulated banks and savings institutions having total assets of more
than $1 billion, or less than $1 billion if such are fully federally insured as
to principal (the interest may not be insured) and high grade corporate debt
obligations maturing in thirteen months or less.
 
NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO
 
Seeks to earn a high level of current income while maintaining relatively low
volatility of principal, by investing primarily in investment grade fixed-income
securities issued or guaranteed by the U.S., Canadian or Mexican governments.
 
DIVERSIFIED INCOME PORTFOLIO
 
Seeks, as a primary objective, to earn a high level of current income and, as a
secondary objective, to maximize total return, but only to the extent consistent
with its primary objective, by equally allocating its assets among three
separate groupings of fixed-income securities. Up to one-third of the securities
in which the Diversified Income Portfolio may invest will include
 
                              7   - PROSPECTUS
<PAGE>
securities rated Baa/BBB or lower. See the Special Considerations for
investments for high yield securities disclosed in the Fund's prospectus.
 
BALANCED GROWTH PORTFOLIO
 
Seeks to provide capital growth with reasonable current income by investing,
under normal market conditions, at least 60% of its total assets in a
diversified portfolio of common stocks of companies which have a record of
paying dividends and, in the opinion of the Investment Manager, have the
potential for increasing dividends and in securities convertible into common
stock, and at least 20% of its total assets in investment grade fixed-income
(fixed-rate and adjustable-rate) securities such as corporate notes and bonds
and obligations issued or guaranteed by the U.S. Government, its agencies and
its instrumentalities.
 
UTILITIES PORTFOLIO
 
Seeks to provide current income and long-term growth of income and capital by
investing in equity and fixed-income securities of companies in the public
utilities industry.
 
DIVIDEND GROWTH PORTFOLIO
 
Seeks to provide reasonable current income and long-term growth of income and
capital by investing primarily in common stock of companies with a record of
paying dividends and the potential for increasing dividends.
 
VALUE-ADDED MARKET PORTFOLIO
 
Seeks to achieve a high level of total return on its assets through a
combination of capital appreciation and current income, by investing, on an
equally-weighted basis, in a diversified portfolio of common stocks of the
companies which are represented in the Standard & Poor's 500 Composite Stock
Price Index.
 
GROWTH PORTFOLIO
 
Seeks long-term growth of capital by investing primarily in common stocks and
securities convertible into common stocks issued by domestic and foreign
companies.
 
AMERICAN VALUE PORTFOLIO
 
Seeks long-term capital growth consistent with an effort to reduce volatility,
by investing principally in common stock of companies in industries which, at
the time of the investment, are believed to be attractively valued given their
above average relative earnings growth potential at that time.
 
MID-CAP GROWTH PORTFOLIO
 
Seeks long-term capital growth by investing primarily in equity securities of
"mid-cap" companies (that is, companies whose equity market capitalization falls
within the range of $250 million to $5 billion).
 
GLOBAL EQUITY PORTFOLIO
 
Seeks a high level of total return on its assets primarily through long-term
capital growth and, to a lesser extent, from income, through investments in all
types of common stocks and equivalents (such as convertible securities and
warrants), preferred stocks and bonds and other debt obligations of domestic and
foreign companies, governments and international organizations.
 
DEVELOPING GROWTH PORTFOLIO
 
Seeks long-term capital growth by investing primarily in common stocks of
smaller and medium-sized companies that, in the opinion of the Investment
Manager, have the potential for growing more rapidly than the economy and which
may benefit from new products or services, technological developments or changes
in management.
 
EMERGING MARKETS PORTFOLIO
 
Seeks long-term capital appreciation by investing primarily in equity securities
of companies in emerging market countries. The Emerging Markets Portfolio may
invest up to 35% of its total assets in high risk fixed-income securities that
are rated below investment grade or are unrated (commonly referred to as "junk
bonds"). See the Special Considerations for investments in high yield securities
disclosed in the Fund's prospectus.
 
The Portfolios are available only to serve as the underlying investment for
variable annuity Policies and variable life policies. A full description of the
Portfolios, including their investment objectives, policies and restrictions,
risks, charges and expenses and other aspects of their operation, is contained
in the accompanying Fund prospectus which should be read in conjunction with
this Prospectus before investing, and in the Fund Statement of Additional
Information which may be ordered without charge from the Fund.
 
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 Portfolios simultaneously. Although Hartford and the Fund do not currently
foresee any such disadvantages either to variable life insurance Policy Owners
or variable annuity contract owners, the Fund's Board of Trustees intends to
monitor events in order to identify any material conflicts between variable life
Policy Owners and variable annuity Policy owners and to determine what action,
if any, should be taken in response thereto. If the Fund's Board of Trustees
were to conclude that separate Portfolios 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 of the
Separate Account arising from the applicable Portfolio are reinvested in shares
of that Portfolio at net asset value. The income and both realized gains or
losses on the assets of each Sub-Account of the Separate Account are, therefore,
separate and are credited to or charged against the Sub-Account, without regard
to income, gains or losses from any other Sub-
 
                              8   - PROSPECTUS
<PAGE>
Account or from any other business of Hartford. Hartford will purchase shares in
the Portfolios in connection with premiums allocated to the applicable
Sub-Account in accordance with Policy Owners' directions and will redeem shares
in the Portfolios to meet Policy obligations or make adjustments in reserves, if
any. The Portfolios are required to redeem Portfolio 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 Policies. Hartford may substitute
shares of another Portfolio for shares already purchased, or to be purchased in
the future, under the Policies. No substitution of securities will take place
without notice to and consent of Policy Owners and without prior approval of the
Securities and Exchange Commission to the extent required by the Investment
Company Act of 1940. Subject to Policy 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 Policies.
 
Each Portfolio is subject to investment restrictions which may not be changed
without the approval of a majority of the shareholders of the Fund. See the
Portfolios' prospectuses accompanying this Prospectus.
 
THE INVESTMENT ADVISERS
 
Dean Witter InterCapital Inc. ("InterCapital"), a Delaware Corporation, whose
address is Two World Trade Center, New York, New York 10048, is the Investment
Manager for the Money Market Portfolio, the North American Government Securities
Portfolio, the Diversified Income Portfolio, the Balanced Growth Portfolio, the
Utilities Portfolio, the Dividend Growth Portfolio, the Value-Added Market
Portfolio, the Growth Portfolio, the American Value Portfolio, the Mid-Cap
Growth Portfolio, the Global Equity Portfolio, the Developing Growth Portfolio,
and the Emerging Markets Portfolio of the Dean Witter Select Dimensions
Investment Series (the "Dean Witter Portfolios"). InterCapital was incorporated
in July, 1992 and is a wholly-owned subsidiary of Morgan Stanley, Dean Witter,
Discover, Co. ("MSDWD").
 
InterCapital provides administrative services, manages the Dean Witter
Portfolios' business affairs and manages the investment of the Dean Witter
Portfolios' assets, including the placing of orders for the purchase and sales
of portfolio securities. InterCapital has retained Dean Witter Services Company
Inc., its wholly-owned subsidiary, to perform the aforementioned administrative
services for the Dean Witter Portfolios. For its services, the Dean Witter
Portfolios pay InterCapital a monthly fee. See the accompanying Fund prospectus
for a more complete description of InterCapital and the respective fees of the
Dean Witter Portfolios.
 
With regard to the North American Government Securities Portfolio and the
Emerging Markets Portfolio, TCW Funds Management ("TCW"), under a Sub-Advisory
Agreement with InterCapital, provides these Portfolios with investment advice
and portfolio management, in each case subject to the overall supervision of the
InterCapital. TCW's address is 865 South Figueroa Street, Suite 1800, Los
Angeles, California 90017.
 
THE POLICY
      --------------------------------------------------------------------
 
APPLICATION FOR A POLICY
 
Individuals wishing to purchase a Policy must submit an application to Hartford.
A Policy 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 POLICY 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 Policy will be made without the consent of the Policy
Owner.
 
The Policy will be effective on the Policy Date only after Hartford has received
all outstanding delivery requirements and received the initial premium. The
Policy Date is the date used to determine all future cyclical transactions on
the Policy, e.g., Monthly Activity Date, Policy Months and Policy Years. The
Policy Date may be prior to, or the same as, the date the Policy 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 conditional receipt established by Hartford. 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 Policy delivery, Hartford will
require a sufficient payment to place the insurance in force.
 
PREMIUMS
 
The Policy permits the Policy Owner to pay a large single premium and, subject
to restrictions, additional premiums. The Policy Owner may choose a minimum
initial premium of 80%, 90% or 100% of the Guideline Single Premium (based on
the Face Amount). Under current underwriting rules, which are subject to change,
applicants between ages 35 and 80 may be eligible for simplified underwriting
without a medical examination if they meet simplified underwriting standards as
evidenced in their responses in the application. For applicants who are
 
                              9   - PROSPECTUS
<PAGE>
below age 35 or above age 80, or who do not meet simplified underwriting
eligibility, full underwriting applies, except that substandard underwriting
applies only in those cases that represent substandard risks according to
customary underwriting guidelines.
 
Additional premiums are allowed if they do not cause the Policy to fail to meet
the definition of a life insurance Policy under Section 7702 of the Code. The
amount and frequency of additional premium payments will affect the Cash Value
and the amount and duration of insurance. 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. Premium which does not
meet the tax qualification guidelines for life insurance under the Code will not
be applied to the Policy.
 
ALLOCATION OF PREMIUMS
 
Within three business days of receipt of a completed application and the initial
premium payment at Hartford's Home Office, Hartford will allocate the entire
premium payment to the Money Market Portfolio. After the expiration of the right
to cancel period, the Account Value in the Money Market Portfolio will be
allocated among the Portfolios in whole percentages to purchase Accumulation
Units in the applicable Sub-Accounts as the Policy 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 Policy 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 Policy (including the initial
allocation to the Money Market Portfolio) will be determined first by
multiplying the premium payment 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 premium payment.
 
ACCUMULATION UNIT VALUES
 
The Accumulation Unit Value for each Sub-Account will vary to reflect the
investment experience of the applicable Portfolio 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 Portfolio
at the end of the Valuation Period (plus the per share dividends or capital
gains by that Portfolio if the ex-dividend date occurs in the Valuation Period
then ended) divided by the net asset value per share of the corresponding
Portfolio at the beginning of the Valuation Period. Refer to the Fund's
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
Policy. See, also, "Policy Benefits and Rights -- Account Value," page 14.
 
All valuations in connection with a Policy, e.g., with respect to determining
Account Value and Cash Surrender Value and in connection with Policy Loans, or
calculation of Death Benefits, or with respect to determining the number of
Accumulation Units to be credited to a Policy 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
      --------------------------------------------------------------------
 
The deduction or charges associated with this Policy are subtracted, depending
on the type of deduction or charge, from Premium payments as they are made, upon
surrender or partial surrender of the Policy, on the Policy Anniversary Date or
on a monthly pro rated basis from each Sub-Account ("Deduction Amount").
 
Deductions are taken from Premium payments before allocations to the
Sub-Accounts are made. Monthly Deduction Amounts are subtracted on the Policy
Date and on each Monthly Activity Date after the Policy Date to cover charges
and expenses incurred in connection with a Policy. Each Deduction Amount will be
subtracted pro rata from each Sub-Account such that the proportion of Account
Value of the Policy attributable to each Sub-Account remains the same before and
after the deduction. The Deduction Amount will vary from month to month. If the
Cash Surrender Value is not sufficient to cover a Deduction Amount due on any
Monthly Activity Date, the Policy may lapse. See "Policy Benefits and Rights --
Lapse and Reinstatement," page 15.
 
The Policy Owner may elect one of two options offered by Hartford to pay the
Mortality and Expense Risk charge, the Tax Expense charge and any Unamortized
Tax charge. Once selected, the option may not be changed. Option 2 may not be
available in all states.
 
The following chart illustrates the charges and deductions associated with this
Policy. For a more detailed discussion see the descriptions below:
 
                             10   - PROSPECTUS
<PAGE>
 
<TABLE>
<CAPTION>
DEDUCTION OR CHARGE          DEDUCTED FROM ALL POLICIES             WHEN DEDUCTION IS MADE               AMOUNT DEDUCTED
- -----------------------  -----------------------------------  -----------------------------------  ----------------------------
<S>                      <C>                                  <C>                                  <C>
Cost of Insurance        Yes                                  Monthly                              Individualized depending on
                                                                                                   age, sex and other factors
Administrative Charge    Yes                                  Monthly                              .25% of amounts allocated to
                                                                                                   the Separate Account
Annual Maintenance Fee   Only Policies with an Account        On the Policy Anniversary Date or    $30.00
                         Value of less than $50,000 on the    upon surrender of the Policy
                         Policy Anniversary Date or date of
                         surrender
Surrender Charge         Yes                                  Upon surrender or partial            A percentage of the amount
                                                              surrender of the Policy              surrendered, depending on
                                                                                                   the Policy Year, which is
                                                                                                   attributable to premiums
                                                                                                   paid
Tax Expense Charge       Yes                                  Under Option 1: Monthly              Under Option 1: .40% of
                                                              Under Option 2: Receipt of premium   Account Value for Policy
                                                              payment                              Years 1-10
                                                                                                   Under Option 2: 4% of each
                                                                                                   premium payment in all
                                                                                                   Policy Years
Mortality and Expense    Yes                                  Monthly                              Under Option 1: .90% of
Risk Charge                                                                                        Account Value in Policy
                                                                                                   Years 1-10 and .50% for
                                                                                                   Policy Years 11 and beyond.
                                                                                                   Under Option 2: .65% of
                                                                                                   Account Value in Policy
                                                                                                   Years 1-10 and .50% for
                                                                                                   Policy Years 11 and beyond
Unamortized Tax Charge   No, only under Option 1              Upon surrender or partial surrender  A percentage of the Account
                                                              of the Policy                        Value depending on the
                                                                                                   Policy Year the surrender
                                                                                                   takes place.
</TABLE>
 
COST OF INSURANCE CHARGE
 
The cost of insurance charge covers Hartford's anticipated mortality costs for
standard and substandard risks. Current cost of insurance rates are lower after
the tenth Policy Year and are based on whether 100%, 90% or 80% of the Guideline
Single Premium has been paid at issue. 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 Policy Date or any
Monthly Activity Date. For standard risks, the guaranteed cost of insurance rate
is 125% of the 1980 Commissioners Standard Ordinary Smoker/Non-Smoker Mortality
Table through age 90, grading down to 100% of the Commissioners Standard
Ordinary Smoker/ Non-Smoker Mortality Table at age 100 (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 Policy; however, Hartford
reserves the right to use rates less than those shown in the Table. Substandard
risks and Policies issued employing simplified underwriting procedures will be
charged at a higher cost of insurance rate that will not exceed rates based on a
multiple of the 1980 Commissioners Standard Ordinary Smoker/ Non-Smoker
Mortality Table (age last birthday). The multiple will be based on the Insured's
substandard rating.
 
The Coverage Amount is first set on the Policy 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 Policies as life insurance Policies under the current federal tax
law. Under that law, the Minimum Coverage Amount is a stated percentage of the
Account Value of the Policy determined on each Monthly Activity Date. The
percentages vary according to the attained age of the Insured.
 
                             11   - PROSPECTUS
<PAGE>
EXAMPLE:
 
Face Amount = $100,000
Account Value on the Monthly Activity Date = $70,000
Insured's attained age = 60
Minimum Coverage Amount percentage for age 60 = 30%
 
On the Monthly Activity Date, the Coverage Amount is $30,000. This is calculated
by subtracting the Account Value on the Monthly Activity Date ($70,000) 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 $21,000 (30% of $70,000). Since $21,000 is less than the Face
Amount less the Account Value ($30,000), no adjustment is necessary. Therefore,
the Coverage Amount will be $30,000.
 
Assume that the Account Value in the above example was $90,000. The Minimum
Coverage Amount would be $27,000 (30% of $90,000). Since this is greater than
the Face Amount less the Account Value ($10,000), the Coverage Amount for the
Policy Month is $27,000. (For an explanation of the Death Benefit, see "Policy
Benefits and Rights -- Death Benefit," page 13.)
 
Because the Account Value and, as a result, the Coverage Amount under a Policy
may vary from month to month, the cost of insurance charge may also vary on each
Monthly Activity Date.
 
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 Policies.
 
ANNUAL MAINTENANCE FEE
 
If the Account Value on a Policy Anniversary or on the date the Policy is
surrendered 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 Policies. 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 Policies. Hartford reserves the
right to waive the Annual Maintenance Fee under certain conditions.
 
SURRENDER CHARGE
 
Upon surrender of the Policy or partial surrenders in excess of the Annual
Withdrawal Amount, a Surrender Charge may be assessed. In Policy Years 1 through
3, this charge is 7.5% of surrendered Account Value attributable to premiums
paid. In Policy Years 4 through 5, this charge is 6%. In Policy Years 6 through
7, this charge is 4%. In Policy Years 8 through 9, this charge is 2%. After the
ninth Policy Year, there is no charge.
 
In determining the Surrender Charge and any Unamortized Tax charge discussed
below, any surrender or partial surrender during the first ten Policy 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 surrender
of the remaining Account Value.
 
The Surrender Charge is imposed to cover a portion of the sales expense incurred
by Hartford in distributing the Policies. This expense includes agents
commissions, advertising and the printing of prospectuses. See "Policy Benefits
and Rights -- Amount Payable on Surrender of the Policy," page 15.
 
POLICY OWNER OPTIONS
 
In addition to the deductions and charges described above, the Policy Owner, at
the time the Policy is issued, will elect one of two options described below to
pay charges relating to certain taxes and mortality and expense risk charges.
The option selected by the Policy Owner may affect Policy Value.
 
OPTION 1: ASSET-BASED CHARGES:
 
Under this payment option, the Policy Owner will pay:
 
MORTALITY AND EXPENSE RISK CHARGE: Hartford will deduct monthly from the Account
Value attributable to the Separate Account for Policy Years 1 through 10 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 Policies. In
Policy Years 11 and beyond, the charge drops to an annual rate of 0.50% for the
mortality risks and expense risks Hartford assumes in relation to the variable
portion of the Policies. The mortality risk assumed is that the cost of
insurance charges specified in the Policy 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 Policies will exceed the
administrative charges set in the Policy. 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 Policies
and the proceeds of the Surrender Charge. The mortality and expense risk charge
is deducted while the Policy is in force, including the duration of a payment
option.
 
TAX EXPENSE CHARGE: Hartford will deduct monthly from the Account Value a charge
equal to an annual rate of 0.40% for the first ten Policy Years. This charge
compensates Hartford for premium taxes imposed by various states and local
jurisdictions and for the cost of the capitalization of certain policy
acquisition expenses under Section 848 of the Code. The charge includes a
premium tax deduction of 0.25% and Section 848 costs of 0.15%. The 0.25% premium
tax deduction over ten Policy Years
 
                             12   - PROSPECTUS
<PAGE>
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% charge helps reimburse Hartford
for approximate expenses incurred under Section 848 of the Code.
 
UNAMORTIZED TAX CHARGE: Under this option, during the first nine Policy Years,
an Unamortized Tax charge will be imposed on surrender or partial surrenders.
The Unamortized Tax charge is shown below, as a percentage of Account Value, at
the end of each Policy Year:
 
<TABLE>
<CAPTION>
     POLICY
      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 Policy Year, no Unamortized Tax charge will be imposed.
 
OPTION 2: FRONTED CHARGES:
 
Under this option, the Policy Owner will pay:
 
MORTALITY AND EXPENSE RISK CHARGE: In Policy Years 1 through 10, Hartford will
deduct monthly from the Account Value attributable to the Separate Account a
charge equal to an annual rate of 0.65% for the mortality risks and expense
risks Hartford assumes in relation to the variable portion of the Policies. In
Policy Years 11 and beyond, the charge drops to an annual rate of 0.50%. The
mortality risk assumed is that the cost of insurance charges specified in the
Policy 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 Policies will exceed the administrative charges set in the
Policy. 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 Policies and the proceeds of the Surrender
Charge. The mortality and expense risk charge is deducted while the Policy is in
force, including the duration of a payment option.
 
TAX EXPENSE CHARGE: Hartford will deduct from Premium payments a tax expense
charge equal to an annual rate of 4.0% for all Policy Years. This charge
compensates Hartford for premium taxes imposed by various states and local
jurisdictions and for the cost of capitalization of certain policy acquisition
expenses under Section 848 of the Code. The charge includes a premium tax
deduction of 2.5% and a Section 848 cost of 1.5%. The premium tax deduction
approximates Hartford's average expenses for state and local premium taxes.
Premium taxes vary, ranging from zero to more than 4.0%. The premium tax
deduction is made whether or not any premium tax applies. The deduction may be
higher or lower than the premium tax imposed. However, Hartford does not expect
to make a profit from this deduction. The 0.15% charge helps reimburse Hartford
for approximate expenses incurred under Section 848 of the Code.
 
This Option may not be available in all states.
 
OTHER DEDUCTIONS OR CHARGES
 
CHARGES AGAINST THE PORTFOLIOS: The Separate Account purchases shares of the
Portfolios 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 Portfolios. These charges are described in the Fund's prospectus
accompanying this Prospectus.
 
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 charge in the future.
Charges for other taxes, if any, attributable to the Separate Account may also
be made.
 
POLICY BENEFITS AND RIGHTS
      --------------------------------------------------------------------
 
DEATH BENEFIT
 
While in force, the Policy provides for the payment of the Death Proceeds to the
named beneficiary when the Insured under the Policy 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 per-
 
centages vary according to the attained age of the Insured and are specified in
the Policy. Therefore, an increase in Account Value may increase the Death
Benefit. However, because the Death Benefit will never be less than the Face
Amount, a decrease in Account Value may decrease the Death Benefit but never
below the Face Amount.
 
                             13   - PROSPECTUS
<PAGE>
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%).
 
All or part of the Death Proceeds may be paid in cash or applied under a
"Payment Option." See "Other Matters -- Settlement Provisions," page 17.
 
ACCOUNT VALUE
 
The Account Value of a Policy will be computed on each Valuation Day. The
Account Value will vary to reflect the investment experience of the Portfolios,
the value of the Loan Account and the monthly Deduction Amounts. There is no
minimum guaranteed Account Value.
 
The Account Value of a particular Policy is related to the net asset value of
the Portfolios to which premiums on the Policy have been allocated. The Account
Value on any Valuation Day is calculated by multiplying the number of
Accumulation Units credited to the Policy 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 Policy and the value
of the Loan Account. See "The Policy -- Accumulation Unit Values," page 10.
 
TRANSFER OF ACCOUNT VALUE
 
While the Policy remains in force, and subject to Hartford's transfer rules then
in effect, the Policy 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 Policy
Year, with no two transfers being made on consecutive Valuation Days. However,
there are no restrictions on the number of transfers at the present time.
Transfers may be made by written request or by calling 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. Hartford will send the Policy Owner a confirmation of the
transfer within five days from the date of any instruction. IT IS THE
RESPONSIBILITY OF THE POLICY OWNER TO VERIFY THE ACCURACY OF ALL CONFIRMATIONS
OF TRANSFERS AND TO PROMPTLY ADVISE HARTFORD OF ANY INACCURACIES WITHIN 30 DAYS
OF RECEIPT OF THE CONFIRMATION.
 
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 Policy Owners is, or would be, to the disadvantage of other
Policy 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 Policy 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 Policy 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.
 
POLICY LOANS
 
While the Policy is in effect, a Policy 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 Policy. The aggregate loans (including the currently applied for
loan) may not exceed, at the time a loan is requested, 90% of the Cash Value.
 
The loan amount will be transferred pro rata from each Sub-Account attributable
to the Policy (unless the Policy Owner specifies otherwise) to the Loan Account.
The amounts allocated to the Loan Account will earn interest at a rate of 4% per
annum (6% for "Preferred Loans"). The amount of the Loan Account that equals the
difference between the Cash Value and the total
 
                             14   - PROSPECTUS
<PAGE>
of all premiums paid under the Policy is considered a "Preferred Loan." For
exchanges which take place according to IRC Section 1035(a) that have an
outstanding loan at the time of transfer, the difference between the Account
Value and the total of all premiums paid under the Policy 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 Policy Owner within seven business days of Hartford's receipt
of the loan request.
 
If the aggregate outstanding loan(s) secured by the Policy exceeds the Account
Value of the Policy less any Surrender Charges and due and unpaid Deduction
Amount, Hartford will give written notice to the Policy Owner that, unless
Hartford receives an additional payment within 61 days to reduce the aggregate
outstanding loan(s) secured by the Policy, the Policy may lapse.
 
All or any part of any loan secured by a Policy may be repaid while the Policy
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 Policy 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 Policy
will be reinstated. See "Policy Benefits and Rights -- Lapse and Reinstatement,"
below.
 
A loan, whether or not repaid, will have a permanent effect on the Account Value
because the investment results of each Sub-Account will apply only to the amount
remaining in such Sub-Accounts. The longer a loan is outstanding, the greater
the effect is likely to be. The effect could be favorable or unfavorable. If the
Sub-Accounts earn more than the annual interest rate for amounts held in the
Loan Account, a Policy Owner's Account Value will not increase as rapidly as it
would have had no loan been made. If the Sub-Accounts earn less than the annual
interest rate for amounts held in the Loan Account, the Policy 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 POLICY
 
While the Policy is in force, a Policy Owner may elect, without the consent of
the beneficiary (provided the designation of beneficiary is not irrevocable), to
fully surrender the Policy. Upon surrender, the Policy Owner will receive the
Cash Surrender Value determined as of the day Hartford receives the Policy
Owner's written request or the date requested by the Policy Owner whichever is
later. The Cash Surrender Value equals the Account Value less any Surrender
Charges and any Unamortized Tax charge and all Indebtedness. Hartford will pay
the Cash Surrender Value of the Policy within seven days of receipt by Hartford
of the written request or on the effective surrender date requested by the
Policy Owner, whichever is later. The Policy will terminate on the date of
receipt of the written request, or the date the Policy Owner requests the
surrender to be effective, whichever is later. For a discussion of the tax
consequences of surrendering the Policy, see "Federal Tax Considerations," page
24.
 
If the Policy Owner chooses to apply the surrender proceeds to a payment option
(see "Other Matters -- Settlement Provisions," page 17), the Surrender Charge
will not be imposed to the surrender proceeds applied to the option. In other
words, the surrender proceeds will equal the Cash Surrender Value without
reduction for the Surrender Charge. However, any Unamortized Tax charge, if
applicable, will be deducted from the surrender proceeds to be applied. In
addition, amounts withdrawn from payment Option 1, Option 5 or Option 6 will be
subject to any applicable Surrender Charge.
 
PARTIAL SURRENDERS
 
While the Policy is in force, a Policy Owner may elect, by written request, to
make partial surrenders from the Cash Surrender Value. The Cash Surrender Value,
after partial surrender, must at least equal Hartford's minimum amount rules
then in effect; otherwise, the request will be treated as a request for full
surrender. The partial surrender will be deducted pro rata from each
Sub-Account, unless the Policy Owner instructs otherwise. The Face Amount will
be reduced proportionate to the reduction in the Account Value due to the
partial surrender. Partial surrenders in excess of the Annual Withdrawal Amount
will be subject to the Surrender Charge and any Unamortized Tax charges. See
"Deductions and Charges -- Surrender Charge," page 12, and "Deductions and
Charges -- Policy Owner Option 1," page 12. For a discussion of the tax
consequences of partial surrenders, see "Federal Tax Considerations," page 24.
 
BENEFITS AT MATURITY
 
If the Insured is living on the "Maturity Date" (the anniversary of the Policy
Date on which the Insured is age 100), on surrender of the Policy to Hartford,
Hartford will pay to the Policy Owner the Cash Surrender Value. In such case,
the Policy will terminate and Hartford will have no further obligations under
the Policy. (The Maturity Date may be extended by rider where approved, but see
"Federal Tax Considerations -- Income Taxation of Policy Benefits," page 24.)
 
LAPSE AND REINSTATEMENT
 
The Policy will remain in force until the Cash Surrender Value is insufficient
to cover the Deduction Amount due on a Monthly Activity Date. Hartford will
notify the Policy Owner of the deficiency in writing and will provide a 61-day
grace period to pay an amount sufficient to cover the Deduction Amounts due as
 
                             15   - PROSPECTUS
<PAGE>
well as three. The notice will indicate the amount that must be paid.
 
The Policy will continue through the grace period, but if no additional premium
payment is made, it will terminate at the end of the grace period. If the person
insured under the Policy dies during the grace period, the Death Proceeds
payable under the Policy will be reduced by the Deduction Amount(s) due and
unpaid. See "Policy Benefits and Rights -- Death Benefit," page 13.
 
If the Policy lapses, the Policy Owner may apply for reinstatement of the Policy
by payment of the reinstatement premium shown in the Policy and any applicable
charges. A request for reinstatement may be made within five years of lapse. If
a loan 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
 
A Policy Owner has a limited right to return a Policy for cancellation. If the
Policy is returned, by mail or personal delivery to Hartford or to the agent who
sold the Policy, to be canceled within ten days after delivery of the Policy to
the Policy Owner (a longer free-look period is provided in certain cases),
Hartford will return to the Policy Owner, within seven days, the greater of
premiums paid for the Policy less Indebtedness or the sum of (1) the Account
Value less any Indebtedness on the date the returned Policy is received by
Hartford or its agent and (2) any deductions under Policy or by the Portfolios
for taxes, charges or fees.
 
Once the Policy is in effect, it may be exchanged, during the first 24 months
after its issuance, for a non-variable flexible premium adjustable life
insurance Policy offered by Hartford (or an affiliated company) on the life of
the Insured. No evidence of insurability will be required. The new Policy will
have, at the election of the Policy Owner, either the same Coverage Amount as
under the exchanged Policy on the date of exchange or the same Death Benefit.
The effective date, issue date and issue age will be the same as existed under
the exchanged Policy. If a Policy loan was outstanding, the entire loan must be
repaid. 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 Policies be suspended for the
protection of Policy Owners, until such condition has ended.
 
LAST SURVIVOR POLICIES
      --------------------------------------------------------------------
 
The Policies are offered on both a single life and a "last survivor" basis.
Policies sold on a last survivor basis operate in a manner almost identical to
the single life version. The most important difference is that the last survivor
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 Policies are
    determined in a manner that reflects the anticipated mortality of the two
    Insureds and the fact that the Death Benefit is not payable until the death
    of the second Insured. See the last survivor illustrations in "Appendix B,"
    page 30.
 
2.  To qualify for simplified underwriting under a last survivor Policy, both
    Insureds must meet the simplified underwriting standards.
 
3.  For a last survivor Policy to be reinstated, both Insureds must be alive on
    the date of reinstatement.
 
4.  The Policy provisions regarding misstatement of age or sex, suicide and
    incontestability apply to either Insured.
 
5.  Additional tax disclosures applicable to last survivor Policies are provided
    in "Federal Tax Considerations," page 24.
 
OTHER MATTERS
      --------------------------------------------------------------------
 
VOTING RIGHTS
 
In accordance with its interpretation of presently applicable law, Hartford will
vote the shares of the Portfolios at regular and special meetings of the
shareholders of the Portfolios in accordance with instructions from Policy
Owners (or the assignee of the Policy, 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 Policy Owner is determined by dividing
the Policy Owner's interest in each Sub-Account by the net asset value of the
applicable shares of the Portfolios. Hartford will vote shares for which no
instructions have been given and shares which are not attributable to Policy
Owners (i.e., shares owned by Hartford) in the same proportion
 
                             16   - PROSPECTUS
<PAGE>
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 to vote the shares of the Portfolios in its
own right, it may elect to do so.
 
The voting interests of the Policy Owner (or the assignee) in the Portfolios
will be determined as follows: Policy Owners may cast one vote for each full or
fractional Accumulation Unit owned under the Policy 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 Policy
Owner has taken a loan secured by the Policy, amounts transferred from the
Sub-Account(s) to the Loan Account in connection with the loan (see "Policy
Benefits and Rights -- Policy Loans," page 14) will not be considered in
determining the voting interests of the Policy Owner. Policy Owners should
review the Fund's prospectus accompanying this Prospectus to determine matters
on which shareholders may vote.
 
Hartford may, when required by state insurance regulatory authorities, disregard
Policy 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 Portfolios or to approve or disapprove an
investment advisory Policy for the Portfolios.
 
In addition, Hartford itself may disregard Policy Owners' voting instructions in
favor of changes initiated by a Policy Owner in the investment policy or the
investment adviser of the Portfolios 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 Policy Owners.
 
STATEMENTS TO POLICY OWNERS
 
Hartford will maintain all records relating to the Separate Account and the
Sub-Accounts. At least once each Policy Year, Hartford will send to Policy
Owners a statement showing the Coverage Amount and the Account Value of the
Policy (indicating the number of Accumulation Units credited to the Policy in
each Sub-Account and the corresponding Accumulation Unit Value) and any
outstanding loan secured by the Policy as of the date of the statement. The
statement will also show premium paid, and Deduction Amounts under the Policy
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 Policy after it has been in force
during the Insured's lifetime for two years from the Issue Date. If the Policy
is reinstated, the two-year period is measured from the date of reinstatement.
Any increase in the Coverage Amount as a result of a premium payment is
contestable for two years from its effective date. In addition, if the Insured
commits suicide 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 Policy.
 
SETTLEMENT PROVISIONS
 
The surrender proceeds or Death Proceeds under the Policies 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 PAYMENT OPTIONS 2, 3 AND 4, NO SURRENDER OR
PARTIAL SURRENDERS ARE PERMITTED AFTER PAYMENTS COMMENCE. FULL SURRENDER OR
PARTIAL SURRENDERS MAY BE MADE FROM PAYMENT OPTION 1 OR OPTION 6, BUT THEY ARE
SUBJECT TO THE SURRENDER CHARGE, IF APPLICABLE. ONLY A FULL SURRENDER IS ALLOWED
FROM PAYMENT OPTION 5. A SURRENDER FROM PAYMENT OPTION 5 WILL ALSO BE SUBJECT TO
THE SURRENDER 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 Policies (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 his option. The interest rate will never be less than
3 1/2% per year.
 
OPTION 2: LIFE ANNUITY
 
A life annuity is an annuity payable during the lifetime of the payee and
terminating with the last payment preceding the death of the payee. This option
offers the largest payment amount of any of the life annuity options, since
there is no guarantee of a minimum number of payments nor a provision for a
death benefit payable to a beneficiary.
 
It would be possible under this option for a payee to receive only one annuity
payment if he died prior to the due date of the second annuity payment, two
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
 
                             17   - PROSPECTUS
<PAGE>
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 Policy 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: POLICY PROCEEDS SETTLEMENT OPTION
 
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 surrenders 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 Policy 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 Policy
contains variable payment annuity tables derived from the 1983(a) Individual
Annuity Mortality Table, with ages set back one year and with an assumed
investment rate ("A.I.R.") of 5% per annum. The 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 Policy.
 
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 Policy. 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.
 
BENEFICIARY
 
The applicant names the beneficiary in the application for the Policy. The
Policy 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 Policy Owner if
living; otherwise to the Policy Owner's estate.
 
ASSIGNMENT
 
The Policy 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 Policies.
 
                             18   - PROSPECTUS
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS
      --------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                    OTHER BUSINESS PROFESSION,
                                                                                      VOCATION OR EMPLOYMENT
                                         POSITION WITH HARTFORD,                         FOR PAST 5 YEARS;
            NAME, AGE                        YEAR OF ELECTION                           OTHER DIRECTORSHIPS
- ----------------------------------  ----------------------------------  ---------------------------------------------------
<S>                                 <C>                                 <C>
Ahn, Dong H., 37                    Vice President, 1998                Vice President (1998-Present), Hartford Life and
                                                                          Accident Insurance Company.
Bossen, Wendell J., 64              Vice President, 1992**              Vice President (1992-Present), Hartford Life and
                                                                          Accident Insurance Company; President
                                                                          (1992-Present), International Corporate Marketing
                                                                          Group, Inc.; Executive Vice President
                                                                          (1984-1992), Mutual Benefit.
Boyko, Gregory A., 46               Senior Vice President,Chief         Vice President and Controller (1995-1997),
                                    Financial Officer &                   Hartford; Director (1997-Present); Senior Vice
                                    Treasurer, 1997                       President, Chief Financial Officer & Treasurer
                                    Director, 1997                        (1997-Present); Vice President & Controller
                                                                          (1995-1997), Hartford Life and Accident Insurance
                                                                          Company; Senior Vice President, Chief Financial
                                                                          Officer & Treasurer (1997-Present), Hartford
                                                                          Life, Inc.; Chief Financial Officer (1994-1995),
                                                                          IMG American Life; Senior Vice President
                                                                          (1992-1994), Connecticut Mutual Life Insurance
                                                                          Company.
Cummins, Peter W., 60               Senior Vice President, 1997         Vice President (1989-1997); Director of Broker
                                                                          Dealer Sales-ILAD (1989-1992), Hartford; Senior
                                                                          Vice President (1997-Present) Vice President
                                                                          (1989-1997); Director of Broker Dealer Sales-ILAD
                                                                          (1989-1991), Hartford Life and Accident Insurance
                                                                          Company.
de Raismes, Ann M., 47              Senior Vice President, 1997         Vice President (1994-1997); Assistant Vice
                                    Director of Human Resources,          President (1992-1994); Hartford; Senior Vice
                                    1991                                  President (1997-Present); Director of Human
                                                                          Resources (1991-Present); Vice President
                                                                          (1994-1997); Assistant Vice President
                                                                          (1992-1994); Hartford Life and Accident Insurance
                                                                          Company; Vice President, Human Resources
                                                                          (1997-Present), Hartford Life, Inc.
Fitch, Timothy M., 45               Vice President, 1995                Assistant Vice President (1992-1995), Hartford;
                                    Actuary, 1994                         Vice President (1995-Present); Actuary
                                                                          (1994-Present); Assistant Vice President
                                                                          (1992-1995), Hartford Life and Accident Insurance
                                                                          Company.
Foy, David T., 31                   Vice President, 1998                Assistant Vice President (1995-1998), Hartford;
                                                                          Vice President (1998-Present), Hartford Life and
                                                                          Accident Insurance Company. Gardner, Bruce D., 47
                                                                          Vice President, 1995 Director (1994-1997);
                                                                          General Counsel & Corporate Secretary
                                                                          (1991-1995), Hartford; Vice President
                                                                          (1995-1997); Director (1995-1997); General
                                                                          Counsel & Corporate Secretary (1991-1995),
                                                                          Hartford Life and Accident Insurance Company.
</TABLE>
 
                             19   - PROSPECTUS
<PAGE>
<TABLE>
<CAPTION>
                                                                                    OTHER BUSINESS PROFESSION,
                                                                                      VOCATION OR EMPLOYMENT
                                         POSITION WITH HARTFORD,                         FOR PAST 5 YEARS;
            NAME, AGE                        YEAR OF ELECTION                           OTHER DIRECTORSHIPS
- ----------------------------------  ----------------------------------  ---------------------------------------------------
<S>                                 <C>                                 <C>
Garrett, J. Richard, 53             Vice President, 1993                Treasurer (1986-1997), Hartford; Vice President
                                    Assistant Treasurer, 1997             (1993-Present); Assistant Treasurer
                                                                          (1997-Present); Treasurer (1983-1997); Hartford
                                                                          Life and Accident Insurance Company; Treasurer
                                                                          (1977),
Ginnetti, John P., 52               Executive Vice President and        Senior Vice President - Individual Life and Annuity
                                    Director, Asset Management            Division (1988-1994), Hartford; Director
                                    Services, 1994                        (1988-Present); Director (1988-Present);
                                    Director, 1988                        Executive Vice President & Director, Asset
                                                                          Management Services (1994-Present); Senior Vice
                                                                          President - Individual Life and Annuity Division
                                                                          (1988-1994), Hartford Life and Accident Insurance
                                                                          Company; Executive Vice President, Asset
                                                                          Management, Hartford Life, Inc. (1997-Present).
Godfrey III, William A. 41          Senior Vice President, 1997         Senior Vice President (1997-Present), Hartford;
                                                                          Senior Vice President (1997-Present), Harford
                                                                          Life and Accident Insurance Company; Vice
                                                                          President Information Technology (1997-Present),
                                                                          Hartford Life, Inc.
Godkin, Lynda, 44                   Senior Vice President, 1997         Associate General Counsel (1995-1996); Assistant
                                    General Counsel, 1996                 General Counsel and Secretary (1994-1995);
                                    Corporate Secretary, 1995             Counsel (1990-1994), Hartford; Director
                                    Director, 1997                        (1997-Present); Senior Vice President
                                                                          (1997-Present); General Counsel (1996-Present);
                                                                          Corporate Secretary (1995-Present); Associate
                                                                          General Counsel (1995-1996); Assistant General
                                                                          Counsel and Secretary (1994-1995); Counsel
                                                                          (1990-1994), Hartford Life and Accident Insurance
                                                                          Company; Vice President and General Counsel
                                                                          (1997-Present), Hartford Life, Inc.
Grady, Lois W., 53                  Senior Vice President, 1998         Vice President (1993-1998); Assistant Vice
                                    Vice President, 1993                  President (1987-1993), Hartford; Senior Vice
                                                                          President, 1998); Vice President (1993-1997);
                                                                          Assistant Vice President (1987-1993), Hartford
                                                                          Life and Accident Insurance Company.
Graham, Christopher, 47             Vice President, 1997                Hunt, Mark E., 37 Vice President, 1998 Assistant
                                                                          Vice President (1997-1998), Hartford; Vice
                                                                          President (1998-Present), Assistant Vice
                                                                          President (1997-1998), Hartford Life and Accident
                                                                          Insurance Company.
Joyce, Stephen T., 39               Vice President, 1997                Assistant Vice President (1994-1997), Hartford;
                                                                          Assistant Vice President (1994-1997), Hartford
                                                                          Life and Accident Insurance Company.
Keeler, Michael D., 37              Vice President, 1998                Vice President (1998-Present), Hartford Life and
                                                                          Accident Insurance Company.
Kerzner, Robert A., 46              Senior Vice President, 1998         Vice President, (1995-1998); Regional Vice
                                    Vice President, 1995                  President (1991-1994), Hartford; Vice President
                                                                          (1994-1997), Hartford Life and Accident Insurance
                                                                          Company.
</TABLE>
 
                             20   - PROSPECTUS
<PAGE>
<TABLE>
<CAPTION>
                                                                                    OTHER BUSINESS PROFESSION,
                                                                                      VOCATION OR EMPLOYMENT
                                         POSITION WITH HARTFORD,                         FOR PAST 5 YEARS;
            NAME, AGE                        YEAR OF ELECTION                           OTHER DIRECTORSHIPS
- ----------------------------------  ----------------------------------  ---------------------------------------------------
<S>                                 <C>                                 <C>
Levenson, David N., 31              Vice President, 1998                Assistant Vice President (1995-Present), Hartford.
Maher, Steven M., 43                Vice President, 1992                Assistant Vice President (1987-1992), Hartford;
                                    Actuary, 1987                         Vice President (1993-Present); Actuary
                                                                          (1987-Present); Assistant Vice President
                                                                          (1987-1993), Hartford Life and Accident Insurance
                                                                          Company.
Malchodi, Jr., William B., 50       Vice President, 1994                Director of Taxes, Hartford (1991-1998); Director
                                                                          of Taxes (1992-1998), Hartford Life and Accident
                                                                          Insurance Company.
Marra, Raymond J., 37               Vice President, 1998                Assistant Vice President (1997-Present), Hartford;
                                                                          Vice President (1998-Present), Assistant Vice
                                                                          President (1994-1997), Hartford Life and Accident
                                                                          Insurance Company.
Marra, Thomas M., 39                Executive Vice President, 1995      Senior Vice President (1994-1995); Vice President
                                    Director, Individual Life and         (1989-1994); Actuary (1987-1995), Hartford;
                                    Annuity Division, 1994                Director (1994-Present); Executive Vice President
                                    Director, 1994*                       (1995-Present); Senior Vice President
                                                                          (1994-1995); Director, Individual Life and
                                                                          Annuity Division (1994-Present); Actuary
                                                                          (1987-1997), Hartford Life and Accident Insurance
                                                                          Company; Executive Vice President, Individual
                                                                          Life and Annuities (1997-Present), Hartford Life,
                                                                          Inc.
Nolan, Jr., Robert F., 43           Senior Vice President, 1997         Vice President (1995-1997); Assistant Vice
                                                                          President (1992-1995), Hartford; Vice President
                                                                          (1995-1997); Assistant Vice President
                                                                          (1992-1995), Hartford Life and Accident Insurance
                                                                          Company; Vice President, Corporate Relations
                                                                          (1997-Present), Hartford Life, Inc.; Manager,
                                                                          Public Relations (1986), Aetna Life and Casualty
                                                                          Insurance Company.
Noto, Joseph J., 46                 Vice President, 1989                Executive Vice President & Chief Operating Officer
                                                                          (1997-Present); Director (1994-Present);
                                                                          President (1994-1997), American Maturity Life
                                                                          Insurance Company; Vice President (1989-1997),
                                                                          Hartford Life and Accident Insurance Company.
O'Halloran, C. Michael, 51          Vice President, 1994                Senior Associate General Counsel (1988-1997),
                                                                          Hartford; Vice President (1994-Present); Senior
                                                                          Associate General Counsel (1988-1997), Hartford
                                                                          Life and Accident Insurance Company; Corporate
                                                                          Secretary (1997-Present), Hartford Life, Inc.;
                                                                          Vice President (1994-Present); Senior Associate
                                                                          General Counsel (1988-Present); Director of
                                                                          Corporate Law (1994-Present), The Hartford
                                                                          Financial Services Group.
O'Rourke, Lawrence M., 44           Vice President, 1998                Vice President, (1998-Present), Hartford Life and
                                                                          Accident Insurance Company.
O'Sullivan, Daniel E., 43           Vice President, 1998                Vice President (1998-Present), Hartford Life and
                                                                          Accident Insurance Company.
</TABLE>
 
                             21   - PROSPECTUS
<PAGE>
<TABLE>
<CAPTION>
                                                                                    OTHER BUSINESS PROFESSION,
                                                                                      VOCATION OR EMPLOYMENT
                                         POSITION WITH HARTFORD,                         FOR PAST 5 YEARS;
            NAME, AGE                        YEAR OF ELECTION                           OTHER DIRECTORSHIPS
- ----------------------------------  ----------------------------------  ---------------------------------------------------
<S>                                 <C>                                 <C>
Raymond, Craig R., 37               Senior Vice President, 1997 Chief   Vice President (1993-1997); Assistant Vice
                                    Actuary, 1994                         President (1992-1993); Actuary (1990-1994),
                                                                          Hartford; Senior Vice President (1997-Present);
                                                                          Chief Actuary (1995-Present); Vice President
                                                                          (1993-1997); Actuary (1990-1995), Hartford Life
                                                                          and Accident Insurance Company; Vice President
                                                                          and Chief Actuary (1997-Present), Hartford Life,
                                                                          Inc.
Robinson, Mary P., 38               Vice President, 1998                Assistant Vice President (1995-1998), Hartford;
                                                                          Assistant Vice President (1995-1998), Hartford
                                                                          Life and Accident Insurance Company.
Salama, Donald A., 50               Vice President, 1997                Vice President (1997-Present), Hartford Life and
                                                                          Accident Insurance Company.
Schiltz, Timothy P., 37             Vice President, 1997                Assistant Vice President (1994-1997), Hartford;
                                                                          Vice President (1997-Present); Assistant Vice
                                                                          President (1994-1997), Hartford Life and Accident
                                                                          Insurance Company; Consulting Actuary
                                                                          (1992-1993), Milliman & Robertson, Inc.;
                                                                          Consulting Actuary (1988-1992) Chalke
                                                                          Incorporated.
Smith, Lowndes A., 58               President, 1989                     Chief Operating Officer (1989-1997), Hartford;
                                    Chief Executive Officer,              Director (1981-Present); President
                                    1997                                  (1989-Present); Chief Executive Officer
                                    Director, 1981*                       (1997-Present); Chief Operating Officer
                                                                          (1989-1997), Hartford Life and Accident Insurance
                                                                          Company; Chief Executive Officer and President
                                                                          and Director (1997-Present), Hartford Life, Inc.
Stevenson, Keith A., 44             Vice President, 1998                Sweeney, Edward A., 51 Vice President, 1993 Chicago
                                                                          Regional Manager (1985-1993), Hartford; Vice
                                                                          President (1993-Present), Hartford Life and
                                                                          Accident Insurance Company.
Tilbor, Judith V., 46               Vice President, 1998                Assistant Vice President (1994-1998), Hartford;
                                                                          Vice President (1998-Present), Assistant Vice
                                                                          President (1994-1998), Hartford Life and Accident
                                                                          Insurance Company.
Welnicki, Raymond P., 49            Senior Vice President &             Vice President (1993-1994), Hartford; Director
                                    Director, Employee Benefit            (1994-Present); Senior Vice President
                                    Division, 1994                        (1995-Present); Director, Employee Benefit
                                    Director, 1994*                       Division (1997-Present); Vice President
                                                                          (1993-1995), Hartford Life and Accident Insurance
                                                                          Company; Senior Vice President, Employee Benefits
                                                                          (1997-Present), Hartford Life, Inc.; Board of
                                                                          Directors, Ethix Corp.
Welsh, Walter C., 51                Senior Vice President, 1997         Vice President (1995-1997); Assistant Vice
                                                                          President (1992-1995), Hartford; Senior Vice
                                                                          President (1997-Present); Vice President
                                                                          (1995-1997); Assistant Vice President
                                                                          (1992-1995), Hartford Life and Accident Insurance
                                                                          Company; Vice President, Government Affairs
                                                                          (1997-Present), Hartford Life, Inc.
</TABLE>
 
                             22   - PROSPECTUS
<PAGE>
<TABLE>
<CAPTION>
                                                                                    OTHER BUSINESS PROFESSION,
                                                                                      VOCATION OR EMPLOYMENT
                                         POSITION WITH HARTFORD,                         FOR PAST 5 YEARS;
            NAME, AGE                        YEAR OF ELECTION                           OTHER DIRECTORSHIPS
- ----------------------------------  ----------------------------------  ---------------------------------------------------
<S>                                 <C>                                 <C>
Zlatkus, Lizabeth H., 39            Senior Vice President, 1997         Vice President (1994-1997); Assistant Vice
                                    Director, 1994*                       President (1992-1994), Hartford; Director
                                                                          (1994-Present); Senior Vice President
                                                                          (1997-Present); Vice President (1994-1997);
                                                                          Assistant Vice President (1992-1994), Hartford
                                                                          Life and Accident Insurance Company; Vice
                                                                          President, Group Life and Disability
                                                                          (1997-Present), Hartford Life, Inc.
Znamierowski, David M., 38          Senior Vice President, 1997         Vice President (1997), Hartford; Director
                                    Director, Risk Management             (1998-Present) Senior Vice President
                                    Strategy, 1996 Director, 1998*        (1997-Present), Hartford Life and Accident
                                                                          Insurance Company; Vice President, Investment
                                                                          Strategy (1997-Present), Hartford Life, Inc.;
                                                                          Vice President, Investment
</TABLE>
 
- ------------------------
 * Denotes date of election to Board of Directors.
** The Hartford Financial Services Group, Inc. Affiliated Company
 
Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.
 
DISTRIBUTION OF THE POLICIES
      --------------------------------------------------------------------
 
Hartford intends to sell the Policies in all jurisdictions where it is licensed
to do business. The Policies will be sold by life insurance sales
representatives who represent Hartford and who are registered representatives of
Hartford Equity Sales Company, Inc. ("HESCO") or certain other independent,
registered broker-dealers. Any sales representative or employee will have been
qualified to sell variable life insurance Policies under applicable federal and
state laws. Each broker-dealer is registered with the 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.
 
Broker-dealers or financial institutions are compensated according to a schedule
set forth by HSD and any applicable rules or regulations for variable insurance
compensation. Compensation is generally based on premium payments made by
policyholders or contract owners. This compensation is usually paid from the
sales charges described in this Prospectus.
 
In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance products.
These payments, which may be different for different broker-dealers or financial
institutions, will be made by HSD, its affiliates or Hartford out of their own
assets and will not effect the amounts paid by the policyholders or contract
owners to purchase, hold or surrender variable insurance products.
 
Hartford may provide information on various topics to Policy Owners and
prospective Policy Owners in advertising, sales literature or other materials.
These topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, dollar cost averaging and
asset allocation), the advantages and disadvantages of investing in
tax-advantaged and taxable instruments, customer profiles and hypothetical
purchase scenarios, financial management and tax and retirement planning, and
variable annuities and other investment alternatives, including comparisons
between the Policies and the characteristics of, and market for, such
alternatives.
 
                             23   - PROSPECTUS
<PAGE>
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 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 POLICY OWNER INVOLVED, LEGAL AND TAX ADVICE MAY BE
NEEDED BY A PERSON, EMPLOYER OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A
POLICY DESCRIBED HEREIN.
 
It should be understood that any detailed description of the federal income tax
consequences regarding the purchase of these Policies 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
Portfolios) are reinvested and are taken into account in determining the value
of the Accumulation Units (see "Policy Benefits and Right -- Account Value," on
page 14). As a result, such investment income and realized capital gains are
automatically applied to increase reserves under the Policy.
 
Hartford does not expect to incur any federal income tax on the earnings or
realized capital gains attributable to the Separate Account. Based upon this
expectation, no charge is currently being made to the Separate Account for
federal income taxes. If Hartford incurs income taxes attributable to the
Separate Account or determines that such taxes will be incurred, it may assess a
charge for such taxes against the Separate Account.
 
INCOME TAXATION OF
POLICY BENEFITS
 
For federal income tax purposes, the Policies should be treated as life
insurance contracts under Section 7702 of the Code. The death benefit under a
life insurance contract is generally excluded from the gross income of the
beneficiary. Also, a life insurance Policy Owner is generally not taxed on
increments in the contract value until the Policy is partially or completely
surrendered. Section 7702 limits the amount of premiums that may be invested in
a Policy that is treated as life insurance. Hartford intends to monitor premium
levels to assure compliance with the Section 7702 requirements.
 
During the first fifteen Policy Years, an "income first" rule generally applies
to distributions of cash required to be made under Code Section 7702 because of
a reduction in benefits under the Policy.
 
The Maturity Date Extension Rider allows a Policy Owner to extend the Maturity
Date to the date of the Insured's death. If the Maturity Date of the Policy is
extended by rider, Hartford believes that the Policy will continue to be treated
as a life insurance contract for federal income tax purposes after the scheduled
Maturity Date. However, due to the lack of specific guidance on this issue, the
result is not certain. If the Policy is not treated as a life insurance contract
for federal income tax purposes after the scheduled Maturity Date, among other
things, the Death Proceeds may be taxable to the recipient. The Policy Owner
should consult a qualified tax adviser regarding the possible adverse tax
consequences resulting from an extension of the scheduled Maturity Date.
 
LAST SURVIVOR POLICIES
 
Although Hartford believes that the last survivor Policies are in compliance
with Section 7702 of the Code, the manner in which Section 7702 should be
applied to certain features of a joint survivorship life insurance contract is
not directly addressed by Section 7702. In the absence of final regulations or
other guidance issued under Section 7702, there is necessarily some uncertainty
whether a last survivor 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
 
                             24   - PROSPECTUS
<PAGE>
definition of life insurance in Section 7702 but fails the "seven-pay" test of
Section 7702A. The seven-pay test provides that premiums cannot be paid at a
rate more rapidly than that allowed by the payment of seven annual premiums
using specified computational rules provided in Section 7702A(c). The large
single premium permitted under the Policy does not meet the specified
computational rules for the "seven-pay test" under Section 7702A(c). Therefore,
the Policy will generally be treated as a modified endowment contract for
federal income tax purposes. However, an exchange under Section 1035 of the Code
of a life insurance contract issued before June 21, 1988 will not cause the new
Policy to be treated as a modified endowment contract if no additional premiums
are paid and there is no change in the death benefit as the result of the
exchange.
 
A contract that is classified as modified endowment contract is generally
eligible for the beneficial tax treatment accorded to life insurance. That is,
the death benefit is excluded from income and increments in value are not
subject to current taxation. However, 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 Policy Owner by one company or its affiliates shall be treated as one
modified endowment contract in determining the taxable portion of any loan or
distributions.
 
ESTATE AND GENERATION
SKIPPING TAXES
 
When the Insured dies, the Death Proceeds will generally be includible in the
Policy Owner's estate for purposes of federal estate tax if the last surviving
Insured owned the Policy. If the Policy Owner was not the last surviving
Insured, the fair market value of the Policy would be included in the Policy
Owner's estate upon the Policy Owner's death. Nothing would be includible in the
last surviving Insured's estate if he or she neither retained incidents of
ownership at death nor had given up ownership within three years before death.
 
The federal estate tax is integrated with the federal gift tax under a unified
rate schedule and unified credit which shelters up to $625,000 (1998) from the
estate and gift tax. The Taxpayer Relief Act of 1997 gradually raises the credit
over the next eight years to $1,000,000. In addition, an unlimited marital
deduction may be available for federal estate and gift tax purposes. The
unlimited marital deduction permits the deferral of taxes until the death of the
surviving spouse (when the Death Proceeds would be available to pay taxes due
and other expenses incurred).
 
If the Policy Owner (whether or not he or she is an Insured) transfers ownership
of the Policy to someone two or more generations younger, the transfer may be
subject to the generation-skipping transfer tax, the taxable amount being the
value of the Policy. The generation-skipping transfer tax provisions generally
apply to transfers which would be subject to the gift and estate tax rules.
Individuals are generally allowed an aggregate generation skipping transfer
exemption of $1 million. Because these rules are complex, the Policy Owner
should consult with a qualified tax adviser for specific information if
ownership is passing to younger generations.
 
DIVERSIFICATION REQUIREMENTS
 
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 Policy is not treated as a life
insurance contract, the Policy 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 Policy 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 subject to the diversification requirements in a manner
that will maintain adequate diversification.
 
OWNERSHIP OF THE ASSETS IN
THE SEPARATE ACCOUNT
 
In order for a variable life insurance contract to qualify for tax deferral,
assets in the segregated asset accounts supporting the variable contract must be
considered to be owned by the insurance company and not by the variable contract
owner. The Internal Revenue Service ("IRS") has issued several rulings
 
                             25   - PROSPECTUS
<PAGE>
which discuss investor control. The IRS has ruled that certain 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 Policy Owner could be considered the owner of
the assets for tax purposes. Hartford reserves the right to modify the
contracts, as necessary, to prevent Policy Owners from being considered the
owners of the assets in the separate accounts.
 
LIFE INSURANCE PURCHASED FOR USE IN SPLIT DOLLAR ARRANGEMENTS
 
On January 26, 1996, the IRS released a technical advice memorandum ("TAM") on
the taxability of life insurance policies used in certain split dollar
arrangements. A TAM, issued by the National Office of the IRS, provides advice
as to the internal revenue laws, regulations, and related statutes with respect
to a specific set of facts and a specific taxpayer. In the TAM, among other
things, the IRS concluded that an employee was subject to current taxation on
the excess of the cash surrender value of the policy over the premiums to be
returned to the employer. Purchasers of life insurance policies to be used in
split dollar arrangements are strongly advised to consult with a qualified tax
adviser to determine the tax treatment resulting from such an arrangement.
 
FEDERAL INCOME TAX WITHHOLDING
 
If any amounts are deemed to be current taxable income to the Policy Owner, such
amounts will be subject to federal income tax withholding and reporting,
pursuant to the Code.
 
NON-INDIVIDUAL OWNERSHIP
OF POLICIES
 
In certain circumstances, the Code limits the application of specific tax
advantages to individual owners of life insurance contracts. Prospective Policy
Owners which are not individuals should consult a qualified tax adviser to
determine the potential impact on the purchaser.
 
OTHER
 
Federal estate tax, state and local estate, inheritance and other tax
consequences of ownership, or receipt of Policy proceeds depend on the
circumstances of each Policy Owner or beneficiary. A tax adviser should be
consulted to determine the impact of these taxes.
 
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 Policies described in this Prospectus and the organization of
Hartford, its authority to issue the Policies under Connecticut law and the
validity of the forms of the Policies under Connecticut law and legal matters
relating to the federal securities and income tax laws have been passed on by
Lynda Godkin, Senior Vice President, General Counsel and Corporate Secretary of
Hartford.
 
                             26   - PROSPECTUS
<PAGE>
EXPERTS
      --------------------------------------------------------------------
 
The audited 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. The principal business
address of Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut
06103.
 
The hypothetical Policy illustrations included in this Prospectus and the
registration statement with respect to the Separate Account have been approved
by Michael Winterfield, FSA, MAAA, Assistant Vice President and Director,
Individual Annuity Product 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 Portfolios, Hartford, and the Policies.
 
                             27   - PROSPECTUS
<PAGE>
APPENDIX A
      --------------------------------------------------------------------
 
SPECIAL INFORMATION FOR POLICIES PURCHASED IN NEW YORK
 
If the Policy 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 Policy. In the case of a Policy Owner who purchases the
Policy in the State of New York (the "New York Policy 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 Policy.
 
The following definition is added:
 
FIXED ACCOUNT: Part of the General Account of Hartford to which a New York
Policy 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 Policy 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," below, New York Policy 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 Policy 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 12:
 
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 12:
 
No Mortality and Expense Risk Charge is deducted from Account Value in the Fixed
Account.
 
The following separate sections are added to the section of the Prospectus
entitled "Policy Benefits and Rights," page 13:
 
TRANSFER OF ENTIRE ACCOUNT VALUE TO THE FIXED ACCOUNT
 
New York Policy 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 Policy
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
Policy 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.
 
                             28   - PROSPECTUS
<PAGE>
For New York Policy 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.
 
                             29   - PROSPECTUS
<PAGE>
APPENDIX B
      --------------------------------------------------------------------
 
ILLUSTRATIONS OF BENEFITS
 
The tables in Appendix B illustrate the way in which a Policy operates. They
show how the death benefit and surrender value could vary over an extended
period of time assuming hypothetical gross rates of return equal to constant
after tax annual rates of 0%, 6% and 12%. The tables are based on an initial
premium of $10,000. A male preferred age 55, a female preferred age 55 and a
male preferred age 65 with Face Amounts of $44,053, $34,014 and $20,000,
respectively, are illustrated for the single life preferred Policy for both
Policy Owner Option 1 and Policy Owner Option 2. The illustrations for the last
survivor preferred Policy assume male and female of equal ages, including age 55
and 65 for Face Amounts of $45,454 and $28,329.
 
The death benefit and surrender value for a Policy would be different from those
shown if the rates of return averaged 0%, 6% and 12% over a period of years, but
also fluctuated above or below those averages for individual Policy Years. They
would also differ if any Policy loan were made during the period of time
illustrated.
 
The tables reflect the deductions of current Policy charges for Policy Owner
Option 1 and Policy Owner Option 2 and guaranteed Policy charges for a single
gross interest rate. The death benefits and surrender values would change if the
current cost of insurance charges change.
 
The amounts shown for the death benefit and surrender value as of the end of
each Policy Year take into account an average daily charge equal to an annual
charge of 0.60% of the average daily net assets of the Portfolios 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 0.80% average daily charge) of -0.80%, 5.20% and
11.20%, respectively.
 
The hypothetical returns shown in the tables are without any tax charges that
may be attributable to the Separate Account in the future. In order to produce
after tax returns of 0%, 6%, and 12%, the Separate Account would have to earn a
sufficient amount in excess of 0% or 6% or 12% to cover any tax charges (see
"Deductions and Charges -- Taxes Charged Against the Separate Account," page
13).
 
The "Premium Paid Plus Interest" column of each table shows the amount which
would accumulate if the initial premium was invested to earn interest, after
taxes of 5% per year, compounded annually.
 
Hartford 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.
 
                             30   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 55 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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          10,809       9,816          44,053       10,749        9,757        44,053
      2          11,025          11,687      10,703          44,053       11,560       10,579        44,053
      3          11,576          12,638      11,667          44,053       12,438       11,470        44,053
      4          12,155          13,669      12,864          44,053       13,388       12,588        44,053
      5          12,763          14,787      14,002          44,053       14,419       13,639        44,053
 
      6          13,401          15,998      15,438          44,053       15,537       14,982        44,053
      7          14,071          17,311      16,781          44,053       16,750       16,224        44,053
      8          14,775          18,734      18,441          44,053       18,066       17,775        44,053
      9          15,513          20,277      20,027          44,053       19,495       19,246        44,053
     10          16,289          21,950      21,950          44,053       21,049       21,049        44,053
 
     11          17,103          24,002      24,002          44,053       22,926       22,926        44,053
     12          17,959          26,249      26,249          44,053       24,993       24,993        44,053
     13          18,856          28,710      28,710          44,053       27,276       27,276        44,053
     14          19,799          31,412      31,412          44,053       29,803       29,803        44,053
     15          20,789          34,400      34,400          46,097       32,607       32,607        44,053
 
     16          21,829          37,691      37,691          48,999       35,718       35,718        46,434
     17          22,920          41,294      41,294          52,856       39,130       39,130        50,087
     18          24,066          45,237      45,237          56,999       42,865       42,865        54,010
     19          25,270          49,552      49,552          61,445       46,953       46,953        58,222
     20          26,533          54,308      54,308          66,256       51,459       51,459        62,780
 
     25          33,864          85,630      85,630          99,332       81,130       81,130        94,111
     35          55,160         212,545     212,545         225,298      201,239      201,239       213,314
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             31   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 55 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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          10,225       9,245          44,053       10,163        9,184        44,053
      2          11,025          10,455       9,496          44,053       10,320        9,364        44,053
      3          11,576          10,692       9,754          44,053       10,471        9,538        44,053
      4          12,155          10,934      10,170          44,053       10,613        9,854        44,053
      5          12,763          11,182      10,443          44,053       10,746       10,011        44,053
 
      6          13,401          11,437      10,923          44,053       10,866       10,358        44,053
      7          14,071          11,699      11,211          44,053       10,972       10,490        44,053
      8          14,775          11,967      11,707          44,053       11,059       10,804        44,053
      9          15,513          12,242      12,011          44,053       11,124       10,896        44,053
     10          16,289          12,523      12,523          44,053       11,162       11,162        44,053
 
     11          17,103          12,942      12,942          44,053       11,262       11,262        44,053
     12          17,959          13,375      13,375          44,053       11,332       11,332        44,053
     13          18,856          13,824      13,824          44,053       11,368       11,368        44,053
     14          19,799          14,289      14,289          44,053       11,364       11,364        44,053
     15          20,789          14,770      14,770          44,053       11,314       11,314        44,053
 
     16          21,829          15,269      15,269          44,053       11,208       11,208        44,053
     17          22,920          15,786      15,786          44,053       11,037       11,037        44,053
     18          24,066          16,321      16,321          44,053       10,788       10,788        44,053
     19          25,270          16,875      16,875          44,053       10,445       10,445        44,053
     20          26,533          17,449      17,449          44,053        9,992        9,992        44,053
 
     25          33,864          20,644      20,644          44,053        5,320        5,320        44,053
     35          55,160          28,994      28,994          44,053           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF NSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             32   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION:1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 55 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.80% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,718       8,749          44,053        9,655        8,688        44,053
      2          11,025           9,443       8,504          44,053        9,302        8,366        44,053
      3          11,576           9,175       8,265          44,053        8,941        8,034        44,053
      4          12,155           8,914       8,180          44,053        8,569        7,841        44,053
      5          12,763           8,659       7,951          44,053        8,186        7,484        44,053
 
      6          13,401           8,411       7,927          44,053        7,789        7,311        44,053
      7          14,071           8,169       7,708          44,053        7,374        6,919        44,053
      8          14,775           7,933       7,693          44,053        6,939        6,704        44,053
      9          15,513           7,703       7,484          44,053        6,479        6,263        44,053
     10          16,289           7,479       7,479          44,053        5,991        5,991        44,053
 
     11          17,103           7,334       7,334          44,053        5,515        5,515        44,053
     12          17,959           7,191       7,191          44,053        4,999        4,999        44,053
     13          18,856           7,050       7,050          44,053        4,437        4,437        44,053
     14          19,799           6,912       6,912          44,053        3,824        3,824        44,053
     15          20,789           6,775       6,775          44,053        3,152        3,152        44,053
 
     16          21,829           6,641       6,641          44,053        2,412        2,412        44,053
     17          22,920           6,509       6,509          44,053        1,593        1,593        44,053
     18          24,066           6,379       6,379          44,053          681          681        44,053
     19          25,270           6,251       6,251          44,053           --           --            --
     20          26,533           6,124       6,124          44,053           --           --            --
 
     25          33,864           5,522       5,522          44,053           --           --            --
     35          55,160           4,449       4,449          44,053           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             33   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 55 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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          10,444       9,694          44,053       10,378        9,628        44,053
      2          11,025          11,365      10,615          44,053       11,226       10,476        44,053
      3          11,576          12,369      11,619          44,053       12,151       11,401        44,053
      4          12,155          13,465      12,865          44,053       13,159       12,559        44,053
      5          12,763          14,661      14,061          44,053       14,261       13,661        44,053
 
      6          13,401          15,966      15,566          44,053       15,464       15,064        44,053
      7          14,071          17,389      16,989          44,053       16,780       16,380        44,053
      8          14,775          18,942      18,742          44,053       18,218       18,018        44,053
      9          15,513          20,637      20,437          44,053       19,793       19,593        44,053
     10          16,289          22,485      22,485          44,053       21,519       21,519        44,053
 
     11          17,103          24,589      24,589          44,053       23,449       23,449        44,053
     12          17,959          26,892      26,892          44,053       25,577       25,577        44,053
     13          18,856          29,414      29,414          44,053       27,927       27,927        44,053
     14          19,799          32,192      32,192          44,426       30,531       30,531        44,053
     15          20,789          35,263      35,263          47,253       33,421       33,421        44,784
 
     16          21,829          38,637      38,637          50,229       36,616       36,616        47,601
     17          22,920          42,331      42,331          54,184       40,115       40,115        51,347
     18          24,066          46,374      46,374          58,431       43,944       43,944        55,370
     19          25,270          50,829      50,829          63,028       48,136       48,136        59,689
     20          26,533          55,707      55,707          67,963       52,755       52,755        64,362
 
     25          33,864          87,836      87,836         101,891       83,174       83,174        96,482
     35          55,160         218,020     218,020         231,102      206,309      206,309       218,688
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             34   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 55 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,879       9,129          44,053        9,812        9,062        44,053
      2          11,025          10,167       9,417          44,053       10,021        9,271        44,053
      3          11,576          10,464       9,714          44,053       10,227        9,477        44,053
      4          12,155          10,770      10,170          44,053       10,429        9,829        44,053
      5          12,763          11,087      10,487          44,053       10,624       10,024        44,053
 
      6          13,401          11,414      11,014          44,053       10,811       10,411        44,053
      7          14,071          11,751      11,351          44,053       10,987       10,587        44,053
      8          14,775          12,099      11,899          44,053       11,148       10,948        44,053
      9          15,513          12,458      12,258          44,053       11,291       11,091        44,053
     10          16,289          12,829      12,829          44,053       11,413       11,413        44,053
 
     11          17,103          13,258      13,258          44,053       11,526       11,526        44,053
     12          17,959          13,703      13,703          44,053       11,610       11,610        44,053
     13          18,856          14,164      14,164          44,053       11,661       11,661        44,053
     14          19,799          14,641      14,641          44,053       11,674       11,674        44,053
     15          20,789          15,135      15,135          44,053       11,642       11,642        44,053
 
     16          21,829          15,647      15,647          44,053       11,556       11,556        44,053
     17          22,920          16,177      16,177          44,053       11,407       11,407        44,053
     18          24,066          16,726      16,726          44,053       11,181       11,181        44,053
     19          25,270          17,295      17,295          44,053       10,864       10,864        44,053
     20          26,533          17,884      17,884          44,053       10,440       10,440        44,053
 
     25          33,864          21,162      21,162          44,053        5,976        5,976        44,053
     35          55,160          29,730      29,730          44,053           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             35   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 55 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.80% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,389       8,639          44,053        9,321        8,571        44,053
      2          11,025           9,182       8,432          44,053        9,032        8,282        44,053
      3          11,576           8,979       8,229          44,053        8,732        7,982        44,053
      4          12,155           8,780       8,180          44,053        8,418        7,818        44,053
      5          12,763           8,585       7,985          44,053        8,090        7,490        44,053
 
      6          13,401           8,393       7,993          44,053        7,745        7,345        44,053
      7          14,071           8,205       7,805          44,053        7,380        6,980        44,053
      8          14,775           8,021       7,821          44,053        6,992        6,792        44,053
      9          15,513           7,839       7,639          44,053        6,575        6,375        44,053
     10          16,289           7,662       7,662          44,053        6,128        6,128        44,053
 
     11          17,103           7,514       7,514          44,053        5,652        5,652        44,053
     12          17,959           7,368       7,368          44,053        5,136        5,136        44,053
     13          18,856           7,225       7,225          44,053        4,575        4,575        44,053
     14          19,799           7,084       7,084          44,053        3,963        3,963        44,053
     15          20,789           6,945       6,945          44,053        3,291        3,291        44,053
 
     16          21,829           6,808       6,808          44,053        2,552        2,552        44,053
     17          22,920           6,673       6,673          44,053        1,735        1,735        44,053
     18          24,066           6,540       6,540          44,053          824          824        44,053
     19          25,270           6,410       6,410          44,053           --           --            --
     20          26,533           6,281       6,281          44,053           --           --            --
 
     25          33,864           5,667       5,667          44,053           --           --            --
     35          55,160           4,573       4,573          44,053           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             36   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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          10,809       9,816          34,014       10,704        9,713        34,014
      2          11,025          11,687      10,703          34,014       11,466       10,487        34,014
      3          11,576          12,638      11,667          34,014       12,293       11,328        34,014
      4          12,155          13,669      12,864          34,014       13,193       12,395        34,014
      5          12,763          14,787      14,002          34,014       14,173       13,396        34,014
 
      6          13,401          15,998      15,438          34,014       15,239       14,687        34,014
      7          14,071          17,311      16,781          34,014       16,401       15,878        34,014
      8          14,775          18,734      18,441          34,014       17,665       17,376        34,014
      9          15,513          20,277      20,027          34,014       19,041       18,794        34,014
     10          16,289          21,950      21,950          34,014       20,544       20,544        34,014
 
     11          17,103          24,002      24,002          34,014       22,372       22,372        34,014
     12          17,959          26,252      26,252          34,014       24,402       24,402        34,014
     13          18,856          28,750      28,750          34,014       26,668       26,668        34,014
     14          19,799          31,527      31,527          36,887       29,206       29,206        34,171
     15          20,789          34,572      34,572          40,104       32,025       32,025        37,149
 
     16          21,829          37,911      37,911          43,598       35,115       35,115        40,382
     17          22,920          41,581      41,581          46,987       38,512       38,512        43,520
     18          24,066          45,620      45,620          50,639       42,251       42,251        46,899
     19          25,270          50,069      50,069          54,576       46,369       46,369        50,543
     20          26,533          54,960      54,960          59,907       50,898       50,898        55,480
 
     25          33,864          87,477      87,477          92,726       81,012       81,012        85,873
     35          55,160         217,739     217,739         228,626      198,674      198,674       208,608
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             37   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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          10,225       9,245          34,014       10,118        9,141        34,014
      2          11,025          10,455       9,496          34,014       10,227        9,273        34,014
      3          11,576          10,692       9,754          34,014       10,328        9,397        34,014
      4          12,155          10,934      10,170          34,014       10,419        9,663        34,014
      5          12,763          11,182      10,443          34,014       10,499        9,767        34,014
 
      6          13,401          11,437      10,923          34,014       10,564       10,058        34,014
      7          14,071          11,699      11,211          34,014       10,610       10,130        34,014
      8          14,775          11,967      11,707          34,014       10,630       10,377        34,014
      9          15,513          12,242      12,011          34,014       10,618       10,392        34,014
     10          16,289          12,523      12,523          34,014       10,567       10,567        34,014
 
     11          17,103          12,942      12,942          34,014       10,559       10,559        34,014
     12          17,959          13,375      13,375          34,014       10,508       10,508        34,014
     13          18,856          13,824      13,824          34,014       10,409       10,409        34,014
     14          19,799          14,289      14,289          34,014       10,258       10,258        34,014
     15          20,789          14,770      14,770          34,014       10,045       10,045        34,014
 
     16          21,829          15,269      15,269          34,014        9,757        9,757        34,014
     17          22,920          15,786      15,786          34,014        9,372        9,372        34,014
     18          24,066          16,321      16,321          34,014        8,863        8,863        34,014
     19          25,270          16,875      16,875          34,014        8,198        8,198        34,014
     20          26,533          17,449      17,449          34,014        7,340        7,340        34,014
 
     25          33,864          20,644      20,644          34,014           --           --            --
     35          55,160          28,994      28,994          34,014           --           --            --
</TABLE>
 
    * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
         RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             38   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.80% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,718       8,749          34,014        9,611        8,644        34,014
      2          11,025           9,443       8,504          34,014        9,211        8,276        34,014
      3          11,576           9,175       8,265          34,014        8,800        7,896        34,014
      4          12,155           8,914       8,180          34,014        8,378        7,653        34,014
      5          12,763           8,659       7,951          34,014        7,944        7,244        34,014
 
      6          13,401           8,411       7,927          34,014        7,492        7,017        34,014
      7          14,071           8,169       7,708          34,014        7,018        6,566        34,014
      8          14,775           7,933       7,693          34,014        6,516        6,283        34,014
      9          15,513           7,703       7,484          34,014        5,976        5,761        34,014
     10          16,289           7,479       7,479          34,014        5,393        5,393        34,014
 
     11          17,103           7,334       7,334          34,014        4,802        4,802        34,014
     12          17,959           7,191       7,191          34,014        4,153        4,153        34,014
     13          18,856           7,050       7,050          34,014        3,443        3,443        34,014
     14          19,799           6,912       6,912          34,014        2,665        2,665        34,014
     15          20,789           6,775       6,775          34,014        1,809        1,809        34,014
 
     16          21,829           6,641       6,641          34,014          859          859        34,014
     17          22,920           6,509       6,509          34,014           --           --            --
     18          24,066           6,379       6,379          34,014           --           --            --
     19          25,270           6,251       6,251          34,014           --           --            --
     20          26,533           6,124       6,124          34,014           --           --            --
 
     25          33,864           5,522       5,522          34,014           --           --            --
     35          55,160           4,449       4,449          34,014           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             39   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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          10,444       9,694          34,014       10,332        9,582        34,014
      2          11,025          11,365      10,615          34,014       11,129       10,379        34,014
      3          11,576          12,369      11,619          34,014       12,000       11,250        34,014
      4          12,155          13,465      12,865          34,014       12,955       12,355        34,014
      5          12,763          14,661      14,061          34,014       14,002       13,402        34,014
 
      6          13,401          15,966      15,566          34,014       15,150       14,750        34,014
      7          14,071          17,389      16,989          34,014       16,410       16,010        34,014
      8          14,775          18,942      18,742          34,014       17,792       17,592        34,014
      9          15,513          20,637      20,437          34,014       19,309       19,109        34,014
     10          16,289          22,486      22,486          34,014       20,980       20,980        34,014
 
     11          17,103          24,589      24,589          34,014       22,861       22,861        34,014
     12          17,959          26,901      26,901          34,014       24,952       24,952        34,014
     13          18,856          29,479      29,479          34,786       27,287       27,287        34,014
     14          19,799          32,328      32,328          37,825       29,901       29,901        34,985
     15          20,789          35,452      35,452          41,125       32,788       32,788        38,035
 
     16          21,829          38,876      38,876          44,708       35,953       35,953        41,346
     17          22,920          42,641      42,641          48,185       39,432       39,432        44,559
     18          24,066          46,784      46,784          51,930       43,261       43,261        48,020
     19          25,270          51,377      51,377          56,001       47,478       47,478        51,752
     20          26,533          56,396      56,396          61,472       52,116       52,116        56,807
 
     25          33,864          89,762      89,762          95,149       82,950       82,950        87,927
     35          55,160         223,428     223,428         234,599      203,426      203,426       213,598
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             40   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,879       9,129          34,014        9,766        9,016        34,014
      2          11,025          10,167       9,417          34,014        9,925        9,175        34,014
      3          11,576          10,464       9,714          34,014       10,079        9,329        34,014
      4          12,155          10,770      10,170          34,014       10,227        9,627        34,014
      5          12,763          11,087      10,487          34,014       10,366        9,766        34,014
 
      6          13,401          11,414      11,014          34,014       10,495       10,095        34,014
      7          14,071          11,751      11,351          34,014       10,608       10,208        34,014
      8          14,775          12,099      11,899          34,014       10,700       10,500        34,014
      9          15,513          12,458      12,258          34,014       10,763       10,563        34,014
     10          16,289          12,829      12,829          34,014       10,791       10,791        34,014
 
     11          17,103          13,258      13,258          34,014       10,797       10,797        34,014
     12          17,959          13,703      13,703          34,014       10,761       10,761        34,014
     13          18,856          14,164      14,164          34,014       10,678       10,678        34,014
     14          19,799          14,641      14,641          34,014       10,545       10,545        34,014
     15          20,789          15,135      15,135          34,014       10,353       10,353        34,014
 
     16          21,829          15,647      15,647          34,014       10,086       10,086        34,014
     17          22,920          16,177      16,177          34,014        9,726        9,726        34,014
     18          24,066          16,726      16,726          34,014        9,246        9,246        34,014
     19          25,270          17,295      17,295          34,014        8,613        8,613        34,014
     20          26,533          17,884      17,884          34,014        7,792        7,792        34,014
 
     25          33,864          21,162      21,162          34,014           --           --            --
     35          55,160          29,730      29,730          34,014           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             41   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.80% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,389       8,639          34,014        9,275        8,525        34,014
      2          11,025           9,182       8,432          34,014        8,937        8,187        34,014
      3          11,576           8,979       8,229          34,014        8,586        7,836        34,014
      4          12,155           8,780       8,180          34,014        8,221        7,621        34,014
      5          12,763           8,585       7,985          34,014        7,839        7,239        34,014
 
      6          13,401           8,393       7,993          34,014        7,438        7,038        34,014
      7          14,071           8,205       7,805          34,014        7,011        6,611        34,014
      8          14,775           8,021       7,821          34,014        6,553        6,353        34,014
      9          15,513           7,839       7,639          34,014        6,055        5,855        34,014
     10          16,289           7,662       7,662          34,014        5,509        5,509        34,014
 
     11          17,103           7,514       7,514          34,014        4,919        4,919        34,014
     12          17,959           7,368       7,368          34,014        4,272        4,272        34,014
     13          18,856           7,225       7,225          34,014        3,562        3,562        34,014
     14          19,799           7,084       7,084          34,014        2,786        2,786        34,014
     15          20,789           6,945       6,945          34,014        1,933        1,933        34,014
 
     16          21,829           6,808       6,808          34,014          985          985        34,014
     17          22,920           6,673       6,673          34,014           --           --            --
     18          24,066           6,540       6,540          34,014           --           --            --
     19          25,270           6,410       6,410          34,014           --           --            --
     20          26,533           6,281       6,281          34,014           --           --            --
 
     25          33,864           5,667       5,667          34,014           --           --            --
     35          55,160           4,573       4,573          34,014           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             42   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,000
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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          10,809       9,816          20,000       10,618        9,629        20,000
      2          11,025          11,687      10,703          20,000       11,284       10,309        20,000
      3          11,576          12,638      11,667          20,000       12,007       11,047        20,000
      4          12,155          13,669      12,864          20,000       12,796       12,004        20,000
      5          12,763          14,787      14,002          20,000       13,664       12,893        20,000
 
      6          13,401          15,998      15,438          20,000       14,625       14,079        20,000
      7          14,071          17,312      16,782          20,000       15,699       15,181        20,000
      8          14,775          18,765      18,471          20,830       16,911       16,626        20,000
      9          15,513          20,369      20,118          22,203       18,294       18,049        20,000
     10          16,289          22,099      22,099          24,088       19,844       19,844        21,631
 
     11          17,103          24,173      24,173          26,107       21,704       21,704        23,440
     12          17,959          26,450      26,450          28,302       23,745       23,745        25,408
     13          18,856          28,930      28,930          30,955       25,967       25,967        27,785
     14          19,799          31,656      31,656          33,556       28,410       28,410        30,115
     15          20,789          34,629      34,629          36,708       31,069       31,069        32,934
 
     16          21,829          37,899      37,899          39,795       34,000       34,000        35,700
     17          22,920          41,465      41,465          43,539       37,188       37,188        39,048
     18          24,066          45,370      45,370          47,638       40,651       40,651        42,684
     19          25,270          49,644      49,644          52,127       44,407       44,407        46,628
     20          26,533          54,355      54,355          57,073       48,474       48,474        50,898
 
     25          33,864          85,523      85,523          89,799       74,397       74,397        78,117
     35          55,160         211,899     211,899         214,018      178,715      178,715       180,502
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             43   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,000
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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          10,225       9,245          20,000       10,030        9,054        20,000
      2          11,025          10,455       9,496          20,000       10,030        9,080        20,000
      3          11,576          10,692       9,754          20,000        9,999        9,074        20,000
      4          12,155          10,934      10,170          20,000        9,929        9,180        20,000
      5          12,763          11,182      10,443          20,000        9,814        9,091        20,000
 
      6          13,401          11,437      10,923          20,000        9,644        9,147        20,000
      7          14,071          11,699      11,211          20,000        9,406        8,935        20,000
      8          14,775          11,967      11,707          20,000        9,083        8,838        20,000
      9          15,513          12,242      12,011          20,000        8,655        8,434        20,000
     10          16,289          12,523      12,523          20,000        8,098        8,098        20,000
 
     11          17,103          12,942      12,942          20,000        7,449        7,449        20,000
     12          17,959          13,375      13,375          20,000        6,609        6,609        20,000
     13          18,856          13,824      13,824          20,000        5,531        5,531        20,000
     14          19,799          14,289      14,289          20,000        4,157        4,157        20,000
     15          20,789          14,770      14,770          20,000        2,401        2,401        20,000
 
     16          21,829          15,269      15,269          20,000          146          146        20,000
     17          22,920          15,786      15,786          20,000           --           --            --
     18          24,066          16,321      16,321          20,000           --           --            --
     19          25,270          16,875      16,875          20,000           --           --            --
     20          26,533          17,449      17,449          20,000           --           --            --
 
     25          33,864          20,644      20,644          21,676           --           --            --
     35          55,160          29,018      29,018          29,309           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             44   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,000
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.80% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,718       8,749          20,000        9,520        8,555        20,000
      2          11,025           9,443       8,504          20,000        9,002        8,072        20,000
      3          11,576           9,175       8,265          20,000        8,442        7,544        20,000
      4          12,155           8,914       8,180          20,000        7,830        7,113        20,000
      5          12,763           8,659       7,951          20,000        7,158        6,469        20,000
 
      6          13,401           8,411       7,927          20,000        6,412        5,948        20,000
      7          14,071           8,169       7,708          20,000        5,575        5,133        20,000
      8          14,775           7,933       7,693          20,000        4,623        4,400        20,000
      9          15,513           7,703       7,484          20,000        3,529        3,320        20,000
     10          16,289           7,479       7,479          20,000        2,261        2,261        20,000
 
     11          17,103           7,334       7,334          20,000          795          795        20,000
     12          17,959           7,191       7,191          20,000           --           --            --
     13          18,856           7,050       7,050          20,000           --           --            --
     14          19,799           6,912       6,912          20,000           --           --            --
     15          20,789           6,775       6,775          20,000           --           --            --
 
     16          21,829           6,641       6,641          20,000           --           --            --
     17          22,920           6,509       6,509          20,000           --           --            --
     18          24,066           6,379       6,379          20,000           --           --            --
     19          25,270           6,251       6,251          20,000           --           --            --
     20          26,533           6,124       6,124          20,000           --           --            --
 
     25          33,864           5,522       5,522          20,000           --           --            --
     35          55,160           4,449       4,449          20,000           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             45   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,000
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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          10,444       9,694          20,000       10,237        9,487        20,000
      2          11,025          11,365      10,615          20,000       10,928       10,178        20,000
      3          11,576          12,369      11,619          20,000       11,682       10,932        20,000
      4          12,155          13,465      12,865          20,000       12,511       11,911        20,000
      5          12,763          14,661      14,061          20,000       13,429       12,829        20,000
 
      6          13,401          15,966      15,566          20,000       14,453       14,053        20,000
      7          14,071          17,390      16,990          20,000       15,606       15,206        20,000
      8          14,775          18,977      18,777          21,065       16,917       16,717        20,000
      9          15,513          20,734      20,534          22,601       18,425       18,225        20,084
     10          16,289          22,642      22,642          24,681       20,118       20,118        21,929
 
     11          17,103          24,768      24,768          26,750       22,003       22,003        23,764
     12          17,959          27,103      27,103          29,000       24,073       24,073        25,759
     13          18,856          29,644      29,644          31,720       26,326       26,326        28,169
     14          19,799          32,438      32,438          34,385       28,804       28,804        30,532
     15          20,789          35,486      35,486          37,616       31,500       31,500        33,390
 
     16          21,829          38,838      38,838          40,780       34,471       34,471        36,195
     17          22,920          42,493      42,493          44,618       37,704       37,704        39,590
     18          24,066          46,494      46,494          48,819       41,216       41,216        43,277
     19          25,270          50,906      50,906          53,452       45,024       45,024        47,276
     20          26,533          55,736      55,736          58,523       49,148       49,148        51,606
 
     25          33,864          87,696      87,696          92,082       75,432       75,432        79,204
     35          55,160         217,284     217,284         219,457      181,202      181,202       183,014
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             46   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,000
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,879       9,129          20,000        9,669        8,919        20,000
      2          11,025          10,167       9,417          20,000        9,711        8,961        20,000
      3          11,576          10,464       9,714          20,000        9,722        8,972        20,000
      4          12,155          10,770      10,170          20,000        9,698        9,098        20,000
      5          12,763          11,087      10,487          20,000        9,630        9,030        20,000
 
      6          13,401          11,414      11,014          20,000        9,510        9,110        20,000
      7          14,071          11,751      11,351          20,000        9,324        8,924        20,000
      8          14,775          12,099      11,899          20,000        9,057        8,857        20,000
      9          15,513          12,458      12,258          20,000        8,687        8,487        20,000
     10          16,289          12,829      12,829          20,000        8,191        8,191        20,000
 
     11          17,103          13,258      13,258          20,000        7,554        7,554        20,000
     12          17,959          13,703      13,703          20,000        6,728        6,728        20,000
     13          18,856          14,164      14,164          20,000        5,667        5,667        20,000
     14          19,799          14,641      14,641          20,000        4,314        4,314        20,000
     15          20,789          15,135      15,135          20,000        2,584        2,584        20,000
 
     16          21,829          15,647      15,647          20,000          362          362        20,000
     17          22,920          16,177      16,177          20,000           --           --            --
     18          24,066          16,726      16,726          20,000           --           --            --
     19          25,270          17,295      17,295          20,000           --           --            --
     20          26,533          17,884      17,884          20,000           --           --            --
 
     25          33,864          21,162      21,162          22,220           --           --            --
     35          55,160          29,755      29,755          30,053           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             47   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,000
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.80% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,389       8,639          20,000        9,177        8,427        20,000
      2          11,025           9,182       8,432          20,000        8,713        7,963        20,000
      3          11,576           8,979       8,229          20,000        8,204        7,454        20,000
      4          12,155           8,780       8,180          20,000        7,640        7,040        20,000
      5          12,763           8,585       7,985          20,000        7,011        6,411        20,000
 
      6          13,401           8,393       7,993          20,000        6,305        5,905        20,000
      7          14,071           8,205       7,805          20,000        5,504        5,104        20,000
      8          14,775           8,021       7,821          20,000        4,583        4,383        20,000
      9          15,513           7,839       7,639          20,000        3,514        3,314        20,000
     10          16,289           7,662       7,662          20,000        2,265        2,265        20,000
 
     11          17,103           7,514       7,514          20,000          799          799        20,000
     12          17,959           7,368       7,368          20,000           --           --            --
     13          18,856           7,225       7,225          20,000           --           --            --
     14          19,799           7,084       7,084          20,000           --           --            --
     15          20,789           6,945       6,945          20,000           --           --            --
 
     16          21,829           6,808       6,808          20,000           --           --            --
     17          22,920           6,673       6,673          20,000           --           --            --
     18          24,066           6,540       6,540          20,000           --           --            --
     19          25,270           6,410       6,410          20,000           --           --            --
     20          26,533           6,281       6,281          20,000           --           --            --
 
     25          33,864           5,667       5,667          20,000           --           --            --
     35          55,160           4,573       4,573          20,000           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             48   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                            POLICY OWNER OPITION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 55 MALE/55 FEMALE
                          INITIAL FACE AMOUNT: $45,454
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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          10,899       9,904          45,454       10,899        9,904        45,454
      2          11,025          11,875      10,888          45,454       11,875       10,888        45,454
      3          11,576          12,935      11,959          45,454       12,935       11,959        45,454
      4          12,155          14,085      13,273          45,454       14,085       13,273        45,454
      5          12,763          15,332      14,540          45,454       15,332       14,540        45,454
 
      6          13,401          16,684      16,118          45,454       16,684       16,117        45,454
      7          14,071          18,151      17,614          45,454       18,151       17,614        45,454
      8          14,775          19,740      19,441          45,454       19,740       19,441        45,454
      9          15,513          21,461      21,208          45,454       21,461       21,208        45,454
     10          16,289          23,327      23,327          45,454       23,327       23,327        45,454
 
     11          17,103          25,575      25,575          45,454       25,556       25,556        45,454
     12          17,959          28,041      28,041          45,454       28,000       28,000        45,454
     13          18,856          30,749      30,749          45,454       30,685       30,685        45,454
     14          19,799          33,723      33,723          45,454       33,643       33,643        45,454
     15          20,789          37,004      37,004          45,454       36,915       36,915        45,454
 
     16          21,829          40,644      40,644          46,741       40,544       40,544        46,626
     17          22,920          44,659      44,659          50,466       44,549       44,549        50,341
     18          24,066          49,073      49,073          54,471       48,952       48,952        54,337
     19          25,270          53,957      53,957          58,814       53,824       53,824        58,669
     20          26,533          59,301      59,301          64,638       59,155       59,155        64,479
 
     25          33,864          94,779      94,779         100,466       94,543       94,543       100,216
     35          55,160         240,620     240,620         252,652      232,087      232,087       243,691
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             49   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                            POLICY OWNER OPITION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 55 MALE/55 FEMALE
                          INITIAL FACE AMOUNT: $45,454
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500         10,309        9,328         45,454       10,309        9,328       45,454
      2          11,025         10,623        9,660         45,454       10,623        9,660       45,454
      3          11,576         10,939        9,997         45,454       10,939        9,997       45,454
      4          12,155         11,256       10,487         45,454       11,256       10,487       45,454
      5          12,763         11,573       10,829         45,454       11,573       10,829       45,454
 
      6          13,401         11,888       11,369         45,454       11,888       11,369       45,454
      7          14,071         12,196       11,705         45,454       12,196       11,705       45,454
      8          14,775         12,509       12,246         45,454       12,496       12,233       45,454
      9          15,513         12,829       12,597         45,454       12,781       12,549       45,454
     10          16,289         13,159       13,159         45,454       13,045       13,045       45,454
 
     11          17,103         13,634       13,634         45,454       13,391       13,391       45,454
     12          17,959         14,128       14,128         45,454       13,711       13,711       45,454
     13          18,856         14,640       14,640         45,454       13,998       13,998       45,454
     14          19,799         15,172       15,172         45,454       14,243       14,243       45,454
     15          20,789         15,725       15,725         45,454       14,436       14,436       45,454
 
     16          21,829         16,299       16,299         45,454       14,563       14,563       45,454
     17          22,920         16,895       16,895         45,454       14,605       14,605       45,454
     18          24,066         17,513       17,513         45,454       14,536       14,536       45,454
     19          25,270         18,156       18,156         45,454       14,326       14,326       45,454
     20          26,533         18,823       18,823         45,454       13,937       13,937       45,454
 
     25          33,864         22,563       22,563         45,454        7,457        7,457       45,454
     35          55,160         32,532       32,532         45,454           --           --           --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE REATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             50   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                            POLICY OWNER OPITION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 55 MALE/55 FEMALE
                          INITIAL FACE AMOUNT: $45,454
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.80% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,798       8,828          45,454        9,798        8,828        45,454
      2          11,025           9,594       8,652          45,454        9,594        8,652        45,454
      3          11,576           9,384       8,470          45,454        9,384        8,470        45,454
      4          12,155           9,168       8,430          45,454        9,168        8,430        45,454
      5          12,763           8,943       8,231          45,454        8,943        8,231        45,454
 
      6          13,401           8,710       8,222          45,454        8,707        8,220        45,454
      7          14,071           8,481       8,018          45,454        8,457        7,994        45,454
      8          14,775           8,258       8,017          45,454        8,188        7,947        45,454
      9          15,513           8,040       7,820          45,454        7,895        7,675        45,454
     10          16,289           7,827       7,827          45,454        7,570        7,570        45,454
 
     11          17,103           7,696       7,696          45,454        7,267        7,267        45,454
     12          17,959           7,567       7,567          45,454        6,915        6,915        45,454
     13          18,856           7,439       7,439          45,454        6,504        6,504        45,454
     14          19,799           7,313       7,313          45,454        6,026        6,026        45,454
     15          20,789           7,188       7,188          45,454        5,467        5,467        45,454
 
     16          21,829           7,065       7,065          45,454        4,809        4,809        45,454
     17          22,920           6,944       6,944          45,454        4,028        4,028        45,454
     18          24,066           6,824       6,824          45,454        3,091        3,091        45,454
     19          25,270           6,706       6,706          45,454        1,958        1,958        45,454
     20          26,533           6,590       6,590          45,454          582          582        45,454
 
     25          33,864           6,029       6,029          45,454           --           --            --
     35          55,160           5,010       5,010          45,454           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             51   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 55 MALE/55 FEMALE
                          INITIAL FACE AMOUNT: $45,454
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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          10,530       9,780          45,454       10,530        9,780        45,454
      2          11,025          11,547      10,797          45,454       11,547       10,797        45,454
      3          11,576          12,659      11,909          45,454       12,659       11,909        45,454
      4          12,155          13,872      13,272          45,454       13,872       13,272        45,454
      5          12,763          15,199      14,599          45,454       15,199       14,599        45,454
 
      6          13,401          16,647      16,247          45,454       16,647       16,247        45,454
      7          14,071          18,228      17,828          45,454       18,228       17,828        45,454
      8          14,775          19,955      19,755          45,454       19,955       19,755        45,454
      9          15,513          21,840      21,640          45,454       21,840       21,640        45,454
     10          16,289          23,898      23,898          45,454       23,898       23,898        45,454
 
     11          17,103          26,201      26,201          45,454       26,189       26,189        45,454
     12          17,959          28,729      28,729          45,454       28,702       28,702        45,454
     13          18,856          31,505      31,505          45,454       31,465       31,465        45,454
     14          19,799          34,560      34,560          45,454       34,512       34,512        45,454
     15          20,789          37,936      37,936          45,454       37,883       37,883        45,454
 
     16          21,829          41,679      41,679          47,931       41,620       41,620        47,863
     17          22,920          45,798      45,798          51,752       45,733       45,733        51,679
     18          24,066          50,324      50,324          55,861       50,253       50,253        55,781
     19          25,270          55,334      55,334          60,314       55,255       55,255        60,229
     20          26,533          60,814      60,814          66,287       60,727       60,727        66,193
 
     25          33,864          97,196      97,196         103,029       97,057       97,057       102,880
     35          55,160         246,758     246,758         259,096      238,257      238,257       250,170
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             52   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 55 MALE/55 FEMALE
                          INITIAL FACE AMOUNT: $45,454
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,961       9,211          45,454        9,961        9,211        45,454
      2          11,025          10,329       9,579          45,454       10,329        9,579        45,454
      3          11,576          10,705       9,955          45,454       10,705        9,955        45,454
      4          12,155          11,086      10,486          45,454       11,086       10,486        45,454
      5          12,763          11,472      10,872          45,454       11,472       10,872        45,454
 
      6          13,401          11,860      11,460          45,454       11,860       11,460        45,454
      7          14,071          12,248      11,848          45,454       12,248       11,848        45,454
      8          14,775          12,643      12,443          45,454       12,631       12,431        45,454
      9          15,513          13,053      12,853          45,454       13,007       12,807        45,454
     10          16,289          13,477      13,477          45,454       13,367       13,367        45,454
 
     11          17,103          13,964      13,964          45,454       13,729       13,729        45,454
     12          17,959          14,470      14,470          45,454       14,066       14,066        45,454
     13          18,856          14,996      14,996          45,454       14,370       14,370        45,454
     14          19,799          15,542      15,542          45,454       14,635       14,635        45,454
     15          20,789          16,108      16,108          45,454       14,850       14,850        45,454
 
     16          21,829          16,697      16,697          45,454       15,001       15,001        45,454
     17          22,920          17,308      17,308          45,454       15,070       15,070        45,454
     18          24,066          17,943      17,943          45,454       15,031       15,031        45,454
     19          25,270          18,602      18,602          45,454       14,855       14,855        45,454
     20          26,533          19,286      19,286          45,454       14,505       14,505        45,454
 
     25          33,864          23,122      23,122          45,454        8,359        8,359        45,454
     35          55,160          33,346      33,346          45,454           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             53   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 55 MALE/55 FEMALE
                          INITIAL FACE AMOUNT: $45,454
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.80% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,467       8,717          45,454        9,467        8,717        45,454
      2          11,025           9,328       8,578          45,454        9,328        8,578        45,454
      3          11,576           9,183       8,433          45,454        9,183        8,433        45,454
      4          12,155           9,029       8,429          45,454        9,029        8,429        45,454
      5          12,763           8,864       8,264          45,454        8,864        8,264        45,454
 
      6          13,401           8,689       8,289          45,454        8,686        8,286        45,454
      7          14,071           8,517       8,117          45,454        8,492        8,092        45,454
      8          14,775           8,347       8,147          45,454        8,277        8,077        45,454
      9          15,513           8,181       7,981          45,454        8,035        7,835        45,454
     10          16,289           8,017       8,017          45,454        7,760        7,760        45,454
 
     11          17,103           7,883       7,883          45,454        7,456        7,456        45,454
     12          17,959           7,751       7,751          45,454        7,103        7,103        45,454
     13          18,856           7,621       7,621          45,454        6,693        6,693        45,454
     14          19,799           7,492       7,492          45,454        6,215        6,215        45,454
     15          20,789           7,366       7,366          45,454        5,657        5,657        45,454
 
     16          21,829           7,240       7,240          45,454        5,000        5,000        45,454
     17          22,920           7,117       7,117          45,454        4,220        4,220        45,454
     18          24,066           6,995       6,995          45,454        3,286        3,286        45,454
     19          25,270           6,875       6,875          45,454        2,156        2,156        45,454
     20          26,533           6,756       6,756          45,454          784          784        45,454
 
     25          33,864           6,184       6,184          45,454           --           --            --
     35          55,160           5,147       5,147          45,454           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             54   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 65 MALE/65 FEMALE
                          INITIAL FACE AMOUNT: $28,329
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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          10,893       9,898          28,329       10,893        9,898        28,329
      2          11,025          11,849      10,862          28,329       11,849       10,862        28,329
      3          11,576          12,872      11,897          28,329       12,872       11,897        28,329
      4          12,155          13,968      13,159          28,329       13,968       13,159        28,329
      5          12,763          15,149      14,360          28,329       15,143       14,354        28,329
 
      6          13,401          16,432      15,868          28,329       16,405       15,841        28,329
      7          14,071          17,826      17,293          28,329       17,763       17,230        28,329
      8          14,775          19,342      19,045          28,329       19,229       18,933        28,329
      9          15,513          20,988      20,736          28,329       20,818       20,566        28,329
     10          16,289          22,777      22,777          28,329       22,554       22,554        28,329
 
     11          17,103          24,971      24,971          28,329       24,669       24,669        28,329
     12          17,959          27,398      27,398          29,316       27,051       27,051        28,945
     13          18,856          30,068      30,068          32,174       29,687       29,687        31,766
     14          19,799          33,000      33,000          34,981       32,582       32,582        34,537
     15          20,789          36,201      36,201          38,373       35,741       35,741        37,886
 
     16          21,829          39,719      39,719          41,705       39,214       39,214        41,175
     17          22,920          43,566      43,566          45,745       43,001       43,001        45,152
     18          24,066          47,789      47,789          50,179       47,125       47,125        49,482
     19          25,270          52,455      52,455          55,078       51,638       51,638        54,220
     20          26,533          57,576      57,576          60,455       56,535       56,535        59,362
 
     25          33,864          91,732      91,732          96,319       87,658       87,658        92,042
     35          55,160         232,852     232,852         235,181      211,550      211,550       213,666
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             55   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 65 MALE/65 FEMALE
                          INITIAL FACE AMOUNT: $28,329
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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          10,303       9,321          28,329       10,303        9,321        28,329
      2          11,025          10,596       9,634          28,329       10,596        9,634        28,329
      3          11,576          10,874       9,934          28,329       10,874        9,934        28,329
      4          12,155          11,149      10,382          28,329       11,133       10,366        28,329
      5          12,763          11,432      10,689          28,329       11,368       10,626        28,329
 
      6          13,401          11,723      11,205          28,329       11,572       11,057        28,329
      7          14,071          12,021      11,531          28,329       11,736       11,248        28,329
      8          14,775          12,329      12,067          28,329       11,849       11,590        28,329
      9          15,513          12,644      12,413          28,329       11,895       11,665        28,329
     10          16,289          12,969      12,969          28,329       11,858       11,858        28,329
 
     11          17,103          13,437      13,437          28,329       11,816       11,816        28,329
     12          17,959          13,923      13,923          28,329       11,654       11,654        28,329
     13          18,856          14,427      14,427          28,329       11,348       11,348        28,329
     14          19,799          14,951      14,951          28,329       10,864       10,864        28,329
     15          20,789          15,496      15,496          28,329       10,159       10,159        28,329
 
     16          21,829          16,060      16,060          28,329        9,170        9,170        28,329
     17          22,920          16,647      16,647          28,329        7,811        7,811        28,329
     18          24,066          17,256      17,256          28,329        5,959        5,959        28,329
     19          25,270          17,889      17,889          28,329        3,442        3,442        28,329
     20          26,533          18,546      18,546          28,329           25           25        28,329
 
     25          33,864          22,229      22,229          28,329           --           --            --
     35          55,160          32,044      32,044          32,365           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             56   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 65 MALE/65 FEMALE
                          INITIAL FACE AMOUNT: $28,329
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.80% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,792       8,822          28,329        9,792        8,822        28,329
      2          11,025           9,567       8,625          28,329        9,567        8,625        28,329
      3          11,576           9,319       8,406          28,329        9,318        8,405        28,329
      4          12,155           9,077       8,341          28,329        9,042        8,306        28,329
      5          12,763           8,840       8,130          28,329        8,731        8,022        28,329
 
      6          13,401           8,609       8,123          28,329        8,376        7,893        28,329
      7          14,071           8,383       7,920          28,329        7,968        7,508        28,329
      8          14,775           8,162       7,922          28,329        7,489        7,252        28,329
      9          15,513           7,947       7,727          28,329        6,921        6,704        28,329
     10          16,289           7,736       7,736          28,329        6,242        6,242        28,329
 
     11          17,103           7,606       7,606          28,329        5,472        5,472        28,329
     12          17,959           7,477       7,477          28,329        4,526        4,526        28,329
     13          18,856           7,351       7,351          28,329        3,368        3,368        28,329
     14          19,799           7,226       7,226          28,329        1,951        1,951        28,329
     15          20,789           7,102       7,102          28,329          211          211        28,329
 
     16          21,829           6,981       6,981          28,329           --           --            --
     17          22,920           6,861       6,861          28,329           --           --            --
     18          24,066           6,742       6,742          28,329           --           --            --
     19          25,270           6,625       6,625          28,329           --           --            --
     20          26,533           6,509       6,509          28,329           --           --            --
 
     25          33,864           5,953       5,953          28,329           --           --            --
     35          55,160           4,944       4,944          28,329           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             57   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 65 MALE/65 FEMALE
                          INITIAL FACE AMOUNT: $28,329
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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          10,524       9,774          28,329       10,524        9,774        28,329
      2          11,025          11,520      10,770          28,329       11,520       10,770        28,329
      3          11,576          12,594      11,844          28,329       12,594       11,844        28,329
      4          12,155          13,752      13,152          28,329       13,752       13,152        28,329
      5          12,763          15,012      14,412          28,329       15,004       14,404        28,329
 
      6          13,401          16,389      15,989          28,329       16,358       15,958        28,329
      7          14,071          17,896      17,496          28,329       17,828       17,428        28,329
      8          14,775          19,544      19,344          28,329       19,429       19,229        28,329
      9          15,513          21,347      21,147          28,329       21,181       20,981        28,329
     10          16,289          23,321      23,321          28,329       23,112       23,112        28,329
 
     11          17,103          25,569      25,569          28,329       25,303       25,303        28,329
     12          17,959          28,064      28,064          30,029       27,767       27,767        29,711
     13          18,856          30,800      30,800          32,957       30,474       30,474        32,608
     14          19,799          33,804      33,804          35,833       33,446       33,446        35,453
     15          20,789          37,084      37,084          39,309       36,690       36,690        38,892
 
     16          21,829          40,688      40,688          42,723       40,256       40,256        42,269
     17          22,920          44,630      44,630          46,862       44,144       44,144        46,352
     18          24,066          48,957      48,957          51,406       48,378       48,378        50,798
     19          25,270          53,737      53,737          56,424       53,011       53,011        55,662
     20          26,533          58,983      58,983          61,933       58,039       58,039        60,941
 
     25          33,864          93,974      93,974          98,673       89,990       89,990        94,490
     35          55,160         238,544     238,544         240,929      217,177      217,177       219,349
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             58   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 65 MALE/65 FEMALE
                          INITIAL FACE AMOUNT: $28,329
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.20% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,954       9,204          28,329        9,954        9,204        28,329
      2          11,025          10,302       9,552          28,329       10,302        9,552        28,329
      3          11,576          10,638       9,888          28,329       10,638        9,888        28,329
      4          12,155          10,978      10,378          28,329       10,960       10,360        28,329
      5          12,763          11,330      10,730          28,329       11,262       10,662        28,329
 
      6          13,401          11,693      11,293          28,329       11,537       11,137        28,329
      7          14,071          12,070      11,670          28,329       11,777       11,377        28,329
      8          14,775          12,460      12,260          28,329       11,971       11,771        28,329
      9          15,513          12,863      12,663          28,329       12,104       11,904        28,329
     10          16,289          13,280      13,280          28,329       12,161       12,161        28,329
 
     11          17,103          13,760      13,760          28,329       12,141       12,141        28,329
     12          17,959          14,258      14,258          28,329       12,007       12,007        28,329
     13          18,856          14,775      14,775          28,329       11,732       11,732        28,329
     14          19,799          15,313      15,313          28,329       11,287       11,287        28,329
     15          20,789          15,871      15,871          28,329       10,628       10,628        28,329
 
     16          21,829          16,450      16,450          28,329        9,696        9,696        28,329
     17          22,920          17,052      17,052          28,329        8,408        8,408        28,329
     18          24,066          17,677      17,677          28,329        6,645        6,645        28,329
     19          25,270          18,325      18,325          28,329        4,244        4,244        28,329
     20          26,533          18,999      18,999          28,329          978          978        28,329
 
     25          33,864          22,776      22,776          28,329           --           --            --
     35          55,160          32,842      32,842          33,170           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             59   - PROSPECTUS
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGES: 65 MALE/65 FEMALE
                          INITIAL FACE AMOUNT: $28,329
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.80% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  POLICY    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           9,460       8,710          28,329        9,460        8,710        28,329
      2          11,025           9,301       8,551          28,329        9,301        8,551        28,329
      3          11,576           9,118       8,368          28,329        9,116        8,366        28,329
      4          12,155           8,939       8,339          28,329        8,900        8,300        28,329
      5          12,763           8,763       8,163          28,329        8,647        8,047        28,329
 
      6          13,401           8,589       8,189          28,329        8,349        7,949        28,329
      7          14,071           8,418       8,018          28,329        7,993        7,593        28,329
      8          14,775           8,251       8,051          28,329        7,565        7,365        28,329
      9          15,513           8,085       7,885          28,329        7,046        6,846        28,329
     10          16,289           7,923       7,923          28,329        6,412        6,412        28,329
 
     11          17,103           7,791       7,791          28,329        5,645        5,645        28,329
     12          17,959           7,660       7,660          28,329        4,704        4,704        28,329
     13          18,856           7,531       7,531          28,329        3,553        3,553        28,329
     14          19,799           7,404       7,404          28,329        2,144        2,144        28,329
     15          20,789           7,278       7,278          28,329          415          415        28,329
 
     16          21,829           7,154       7,154          28,329           --           --            --
     17          22,920           7,031       7,031          28,329           --           --            --
     18          24,066           6,911       6,911          28,329           --           --            --
     19          25,270           6,791       6,791          28,329           --           --            --
     20          26,533           6,674       6,674          28,329           --           --            --
 
     25          33,864           6,107       6,107          28,329           --           --            --
     35          55,160           5,079       5,079          28,329           --           --            --
</TABLE>
 
 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
   RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                             60   - PROSPECTUS
<PAGE>

                                       PART II

                          CONTENTS OF REGISTRATION STATEMENT


This Registration Statement comprises the following papers and documents:

     The facing sheet.

     The prospectus consisting of      pages.

     The undertaking to file reports.

     The Rule 484 undertaking.

     The signatures.

(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.(3)


- ------------
(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.

(3)  Incorporated by reference to Post Effective Amendment No. 4, to the  
     Registration Statement File No. 33-83654, filed on April 15, 1997.
<PAGE>

     (A6b)     Bylaws of Hartford.(2)

     (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, Senior Vice President, General 
     Counsel and Corporate Secretary.

(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 will be
     provided by amendment.


(7)  Power of Attorney. 


(8)  Not applicable.

<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

Under Section 33-772 of the Connecticut General Statutes, unless limited by its
certificate of incorporation, the Registrant must indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which he was a party because he is or was a director of the corporation
against reasonable expenses incurred by him in connection with the proceeding.

The Registrant may indemnify an individual made a party to a proceeding because
he is or was a director against liability incurred in the proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Registrant, and, with respect to any criminal
proceeding, had no reason to believe his conduct was unlawful. Conn. Gen. Stat.
Section 33-771(a). Additionally, pursuant to Conn. Gen. Stat. Section 33-776,
the Registrant may indemnify officers and employees or agents for liability
incurred and for any expenses to which they become subject by reason of being or
having been an employee or officer of the Registrant.  Connecticut law does not
prescribe standards for the indemnification of officers, employees and agents
and expressly states that their indemnification may be broader than the right of
indemnification granted to directors.


<PAGE>


The foregoing statements are specifically made subject to the detailed
provisions of Section 33-770 et seq.



Notwithstanding the fact that Connecticut law obligates the Registrant to 
indemnify only a director that was successful on the merits in a suit, under 
Article VIII, Section 1 of the Registrant's bylaws, the Registrant must 
indemnify both directors and officers of the Registrant for (1) any claims 
and liabilities to which they become subject by reason of being or having 
been a directors or officers of the company and legal and (2) other expenses 
incurred in defending against such claims, in each case, to the extent such 
is consistent with statutory provisions.


Additionally, the directors and officers of Hartford and Hartford Securities 
Distribution Company, Inc. ("HSD") are covered under a directors and officers 
liability insurance policy issued to The Hartford Financial Services Group, 
Inc. and its subsidiaries.  Such policy will reimburse the Registrant for any 
payments that it shall make to directors and officers pursuant to law and 
will, subject to certain exclusions contained in the policy, further pay any 
other costs, charges and expenses and settlements and judgments arising from 
any proceeding involving any director or officer of the Registrant in his 
past or present capacity as such, and for which he may be liable, except as 
to any liabilities arising from acts that are deemed to be uninsurable.

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

INFORMATION REGARDING CERTAIN SALES LOADS, ADMINISTRATIVE, MANAGEMENT AND 
OTHER FEES


Separate Account Five of Hartford Life Insurance Company was established to 
separate the assets funding the Policies from other assets of Hartford.  In 
addition to the Policies described in this Prospectus the Separate Account 
holds assets of several other Registration Statements.  In 1995, the Separate 
Account received approximately $71,340,308 in policyholder premiums.  In the 
same year it charged policyholders approximately $582,077 in sales load, 
administrative, management and other fees ("Separate Account Charges").  In 
1996 policyholder premium was $107,397,075 with 


<PAGE>


the associated Separate Account Charges equaled approximately $3,215,096.  In 
1997 policyholder premium for the entire Separate Account equaled $73,692,511 
with Separate Account Charges for the same time period being $5,654,757.


OFFICERS AND DIRECTORS

The principal underwriter for Hartford Life Insurance Company Separate Account
Five is Hartford Securities Distribution Company, Inc.  The following is a list
of Officers and Directors:

               Name and Principal       Positions and Offices
                Business Address          With Underwriter
               ------------------       ---------------------

               Lowndes A. Smith         President and Chief Executive Officer,
                                         Director
               John P. Ginnetti         Executive Vice President, Director
               Thomas M. Marra          Executive Vice President, Director
               Peter W. Cummins         Senior Vice President
               Lynda Godkin             Senior Vice President, General Counsel
                                         and Corporate Secretary
               Donald E. Waggaman, Jr.  Treasurer
               George R. Jay            Controller





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

<PAGE>
                                     SIGNATURES
                                          
Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies 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 14th day of May, 1998.

          HARTFORD LIFE INSURANCE COMPANY -    
          SEPARATE ACCOUNT FIVE (Registrant)

                    By:    /s/ Gregory A. Boyko              
                              -----------------------------------
                              Gregory A. Boyko, Senior Vice President, Chief 
                                 Financial Officer and Treasurer, Director
                       
          HARTFORD LIFE INSURANCE COMPANY (Depositor)

                    By:    /s/ Gregory A. Boyko                  
                              -----------------------------------
                              Gregory A. Boyko, Senior Vice President, Chief 
                                 Financial Officer and Treasurer, Director
             
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.

Gregory A. Boyko, Senior Vice President,
    Chief Financial Officer, and Treasurer,
    Director*
John P. Ginnetti, Executive Vice
   President, Director*
Lynda Godkin, Senior Vice President,
    General Counsel, and Corporate 
    Secretary, Director*
Thomas M. Marra, Executive Vice              *By: /s/ Lynda Godkin
   President, Director*                           ------------------
Lowndes A. Smith, President,                      Lynda Godkin
   Chief Executive Officer, Director *            Attorney-In-Fact
Raymond P. Welnicki, Senior Vice   
   President, Director*                       Dated:  May 14, 1998 
Lizabeth H. Zlatkus, Senior Vice President
   Director*
David M. Znamierowski, Senior Vice
   President, Director*


<PAGE>

                                   EXHIBIT INDEX



(2)       Opinion and Consent of Lynda Godkin, Senior Vice President, General
          Counsel, and Corporate Secretary.

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

(7)       Power of Attorney.

<PAGE>
                                                                    EXHIBIT 2
                                        
                                                  [LOGO]
                                                 Hartford Life



May 14, 1998                                      LYNDA GODKIN
                                                  SENIOR VICE PRESIDENT,
                                                  GENERAL COUNSEL & 
                                                  CORPORATE SECRETARY
Board of Directors
Hartford Life Insurance Company
200 Hopmeadow Street 
Simsbury, CT  06089

RE:       SEPARATE ACCOUNT FIVE
          HARTFORD LIFE INSURANCE COMPANY

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 policies (the "Policies") 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 Policies.
     
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 Policies, 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.
     
4.   The Policies, 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 Policies and the Account.

Sincerely,

/s/ Lynda Godkin

Lynda Godkin

<PAGE>

                                                                     EXHIBIT 5

                                                                     [LOGO]
                                                              Hartford Life
                    MICHAEL R. WINTERFIELD, FSA, MAAA  
                    Assistant Vice President           
                    Director, Individual Annuity Product Management   
                                             
                              
May 14, 1998



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 utilize 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




<PAGE>
                     


                           HARTFORD LIFE INSURANCE COMPANY

                                  POWER OF ATTORNEY
                                  -----------------

                                   Gregory A. Boyko
                                   John P. Ginnetti
                                     Lynda Godkin
                                   Thomas M. Marra
                                   Lowndes A. Smith
                                  Raymond P. Welnicki
                                  Lizabeth H. Zlatkus
                                 David M. Znamierowski


do hereby jointly and severally authorize Lynda Godkin, Marianne O'Doherty,
and Leslie T. Soler 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/ Gregory A. Boyko                       Dated as of March 16, 1998
- ---------------------------------------            --------------------------
            Gregory A. Boyko


        /s/ John P. Ginnetti                       Dated as of March 16, 1998 
- ---------------------------------------            -------------------------- 
            John P. Ginnetti                  


        /s/ Lynda Godkin                           Dated as of March 16, 1998 
- ---------------------------------------            -------------------------- 
            Lynda Godkin


        /s/ Thomas M. Marra                        Dated as of March 16, 1998 
- ---------------------------------------            -------------------------- 
            Thomas M. Marra


        /s/ Lowndes A. Smith                       Dated as of March 16, 1998 
- ---------------------------------------            -------------------------- 
            Lowndes A. Smith


        /s/ Raymond P. Welnicki                    Dated as of March 16, 1998 
- ---------------------------------------            -------------------------- 
            Raymond P. Welnicki


        /s/ Lizabeth H. Zlatkus                    Dated as of March 16, 1998 
- ---------------------------------------            -------------------------- 
            Lizabeth H. Zlatkus


        /s/ David M. Znamierowski                  Dated as of March 16, 1998 
- ---------------------------------------            -------------------------- 
            David M. Znamierowski


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