SEPARATE ACCOUNT FIVE OF HARTFORD LIFE INSURANCE CO
485BPOS, 1998-04-13
Previous: SEPARATE ACCOUNT FIVE OF HARTFORD LIFE INSURANCE CO, 485BPOS, 1998-04-13
Next: MONTEREY BAY BANCORP INC, DEF 14A, 1998-04-13



<PAGE>
   
   As filed with the Securities and Exchange Commission on April 13, 1998.
                                                              File No. 33-83656
    

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                         POST-EFFECTIVE AMENDMENT NO. 5
                                   TO FORM S-6

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

A. Exact name of trust: Separate Account Five

B. Name of depositor: Hartford Life Insurance Company

C. Complete address of depositor's principal executive offices:

   
      P.O. Box 2999
      Hartford, CT  06104-2999
    

D. Name and complete address of agent for service:

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

      It is proposed that this filing will become effective:

                 immediately upon filing pursuant to paragraph (b) of Rule 485
      --------

   
         X       on May 1, 1998 pursuant to paragraph (b) of Rule 485 
      --------
                 60 days after filing pursuant to paragraph (a)(1) of Rule 485
      --------
                 on May 1, 1998 pursuant to paragraph (a)(1) of Rule 485
      --------
                 this post-effective amendment designates a new effective date
      --------   for a previously filed post-effective amendment.

E.    Title and amount of securities being registered: Pursuant to Rule 24f-2
      under the Investment Company Act of 1940, the Registrant has registered an
      indefinite amount of securities. 
    

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

G.    Amount of filing fee: Not applicable

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


<PAGE>

   
                         RECONCILIATION AND TIE BETWEEN
                            FORM N-8B AND PROSPECTUS

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

   1.                   Cover page

   2.                   Cover page

   3.                   Not applicable

   
   4.                   Hartford Life Insurance 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 - Portfolios; The 
                        Policy - Application for a  Policy; Policy Benefits and
                        Rights; Other Matters - Voting Rights, Dividends

   11.                  Summary; The Separate Account - Funds

   12.                  Summary;  The Separate Account - Funds

   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 - 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>

                                                                               1


   
Item no. of
Form N-8B-2             CAPTION IN PROSPECTUS
- ---------------------------------------------

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

   19.                  Other Matters - Statement to 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.                  Hartford Life Insurance Company
    

   26.                  Not applicable

   
   27.                  Hartford Life Insurance Company

   28.                  Hartford Life Insurance Company

   29.                  Hartford Life Insurance 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>
                                                                               2


   
Item no. of
Form N-8B-2             CAPTION IN PROSPECTUS
- ---------------------------------------------

   39.                  Hartford Life Insurance Company;  Distribution of
                        the Policies
    

   40.                  Not applicable

   
   41.                  Hartford Life Insurance 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 - Funds

   48.                  Cover Page; Hartford Life Insurance Company
    

   49.                  Not applicable

   
   50.                  The Separate Account - General

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

   52.                  The Separate Account - Funds, 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>
                                                                               3

                                     PART I


<PAGE>
                                                                               4


   
HARTFORD LIFE INSURANCE COMPANY
PUTNAM HARTFORD CAPITAL MANAGER VARIABLE LIFE
MODIFIED SINGLE PREMIUM
VARIABLE LIFE INSURANCE POLICIES
P.O. BOX 2999
HARTFORD, CONNECTICUT 06104-2999
TELEPHONE: 1-800-231-5453 

This Prospectus describes Putnam Hartford Capital Manager Variable Life, 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 Policy lets the Policy Owner pay a single premium and, subject to
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 44. A
loan, distribution or other amount received from a modified endowment contract
during the life of the Insured will be taxed to the extent of any accumulated
income in the contract. Any amounts that are taxable withdrawals will be subject
to a 10% additional tax, with certain exceptions.

Generally, the minimum initial premium Hartford will accept is $10,000. The
initial premium will be allocated to the Putnam Money Market Sub-Account. After
the right to cancel period has expired, the amount so allocated will be
transferred to the Funds specified in the Policy Owner's application. The
following underlying investment portfolios ("Funds") of Class IA shares of
Putnam Variable Trust are available under the Policies: Putnam VT Asia Pacific
Growth Fund, Putnam VT Diversified Income Fund, Putnam VT The George Putnam Fund
of Boston, Putnam VT Global Asset Allocation Fund, Putnam VT Global Growth Fund,
Putnam VT Growth and Income Fund, Putnam VT Health Sciences Fund, Putnam VT High
Yield Fund, Putnam VT International Growth Fund, Putnam VT International Growth
and Income Fund, Putnam VT International New Opportunities Fund, Putnam VT
Investors Fund, Putnam VT Money Market Fund, Putnam VT New Opportunities Fund,
Putnam VT New Value Fund, Putnam VT OTC & Emerging Growth Fund, Putnam VT U.S.
Government and High Quality Bond Fund, Putnam VT Utilities Growth and Income
Fund, Putnam VT Vista Fund, and Putnam VT Voyager Fund.

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 Funds
to which premiums have been allocated. The Policy Owner bears the investment
risk for all amounts so allocated. The Policy continues in effect while 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 made.

The Policies provide for a Face Amount, which is the minimum death benefit under
a 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 Funds to which
premiums have been allocated. However, while the
    

<PAGE>
                                                                               5


   
Policy is in force, the Death Benefit will never be less than the Face Amount.
At the death of the Insured, Hartford will pay the Death Proceeds 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
CONTRACT.

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

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

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

   
The date of this Prospectus is May 1, 1998.
    

<PAGE>
                                                                               6


   
                              Table of Contents

                                                                            Page
     Special Terms........................................................... 8
     Summary.................................................................10
     Hartford Life Insurance Company.........................................14
     The Separate Account....................................................15
       General...............................................................15
       Funds.................................................................15
       Investment Adviser....................................................19
     The Policy..............................................................20
       Application for a Policy..............................................20
       Premiums..............................................................20
       Allocation of Premiums................................................21
       Accumulation Unit Values..............................................21
     Deductions and Charges..................................................22
       Monthly Deductions....................................................22
       Annual Maintenance Fee................................................23
       Taxes Charged Against the Separate Account............................24
       Charges Against the Funds.............................................24
       Contingent Deferred Sales Charge......................................24
       Premium Tax Charge....................................................24
     Policy Benefits and Rights..............................................25
       Death Benefit.........................................................25
       Account Value.........................................................26
       Transfer of Account Value.............................................26
       Policy Loans..........................................................27
       Amount Payable on Surrender of the Policy.............................28
       Partial Withdrawals...................................................28
       Benefits at Maturity..................................................29
       Lapse and Reinstatement...............................................29
       Cancellation and Exchange Rights......................................29
       Suspension of Valuation, Payments and Transfers.......................30
     Last Survivor Policies..................................................30
     Other Matters...........................................................30
       Voting Rights.........................................................30
       Statements to Policy Owners...........................................31
       Limit on Right to Contest.............................................31
       Misstatement as to Age and Sex........................................32
       Payment Options.......................................................32
       Beneficiary...........................................................34
       Assignment............................................................34
       Dividends.............................................................34
     Executive Officers and Directors........................................36
     Distribution of the Policies............................................43
    

<PAGE>
                                                                               7


   
     Safekeeping of the Separate Account's Assets............................43
     Federal Tax Considerations..............................................44
       General...............................................................44
       Taxation of Hartford and the Separate Account.........................44
       Income Taxation of Policy Benefits....................................44
       Last Survivor Policies................................................45
       Modified Endowment Policies...........................................45
       Estate and Generation Skipping Taxes..................................46
       Diversification Requirements..........................................46
       Ownership of the Assets in the Separate Account.......................47
       Life Insurance Purchased for Use in Split Dollar Arrangements.........47
       Federal Income Tax Withholding........................................48
       Non-Individual Ownership of Policies..................................48
       Other.................................................................48
       Life Insurance Purchases by Nonresident Aliens and Foreign
         Corporations........................................................48
     Legal Proceedings.......................................................49
     Legal Matters...........................................................49
     Experts.................................................................49
     Registration Statement..................................................49
     Appendix A -- Special Information for Policies Purchased in New York....50
     Appendix B -- Illustration of Benefits..................................53

The  Policies may not be available in all states.
    

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

<PAGE>
                                                                               8


   
                                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. (For Policies purchased in New York, see Appendix A,
page 50).

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

Adminstrative Office: Currently located at 200 Hopmeadow Street, Simsbury,
Connecticut; however the mailing address is P.O. Box 2999, Hartford, Connecticut
06104-2999.

Annual Withdrawal Amount: The amount of a surrender or partial withdrawal that
is not subject to the contingent deferred sales charge. This amount in any
Policy Year is the greater of 10% of premiums or 100% of cumulative earnings
(Account Value less premiums paid).

Cash Value: The Account Value less any applicable contingent deferred sales
charges and premium tax charge due upon surrender.

Cash Surrender Value: The Cash Value less all Indebtedness.
    

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, a tax expense charge, an administrative charge
and a mortality and expense risk charge.

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

Funds: Currently, the portfolios of Putnam Variable Trust described on page 15
of this Prospectus.
    

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

<PAGE>
                                                                               9
   
Indebtedness: All monies owed to Hartford by the Policy Owner. These monies
include all outstanding loans on the Policy, including any interest due or
accrued Deduction Amount or Annual Maintenance Fee.

Insured: The person on whose life the Policy is issued.

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

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

Policy Anniversary: The yearly anniversary of the Policy Date.

Policy Date: A date not later than three business days after receipt of the
initial premium at Hartford's Administrative Office.

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

Policy Years: Annual periods computed from the Policy Date.

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 used to allocate a Policy
Owner's Account Value, less Indebtedness, among the Funds.
    

Trust: Putnam Variable Trust.

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

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

<PAGE>
                                                                              10


   
                                   Summary

The Policy

The Policies are life insurance contracts 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 Funds to which premiums have been allocated. The Policies are credited
with units ("Accumulation Units") to calculate cash values. The Policy Owner may
transfer the cash values among the Funds.

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 30.
    

The Separate Account and the Funds

   
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 organized as a unit investment trust
registered under the Investment Company Act of 1940. The Policies currently
offer 20 sub-accounts ("Sub-Accounts"), each investing exclusively in a Fund. If
an initial premium is submitted with an application for a Policy, it will be
allocated, within three business days of receipt at Hartford's Administrative
Office, to the Putnam Money Market Sub-Account. After the expiration of the
right to cancel period, the values in Putnam Money Market Sub-Account will be
allocated to one or more of the Funds, as specified in the Policy Owner's
application. See "The Policy--Allocation of Premiums," page 21.

Currently, the Funds of Putnam Variable Trust available under the Policies are:
Putnam VT Asia Pacific Growth Fund, Putnam VT Diversified Income Fund, Putnam VT
The George Putnam Fund of Boston, Putnam VT Global Asset Allocation Fund, Putnam
VT Global Growth Fund, Putnam VT Growth and Income Fund, Putnam VT Health
Sciences Fund, Putnam VT High Yield Fund, Putnam VT International Growth Fund,
Putnam VT International Growth and Income Fund, Putnam VT International New
Opportunities Fund, Putnam VT Investors Fund, Putnam VT Money Market Fund,
Putnam VT New Opportunities Fund, Putnam VT New Value Fund, Putnam VT OTC &
Emerging Growth Fund, Putnam VT U.S. Government and High Quality Bond Fund,
Putnam VT Utilities Growth and Income Fund, Putnam VT Vista Fund, and Putnam VT
Voyager Fund. Applicants should read the Funds prospectus accompanying this
Prospectus in connection with the purchase of a Policy. The investment
objectives of the Funds are as set forth in "The Separate Account," page 15.

The following table shows annual fund operating expenses:
    

<PAGE>
                                                                              11


                         Annual Fund Operating Expenses
                         (as a percentage of net assets)

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

   
                                                           Other
                                             Management   Expenses
                                                Fees      (absent     Total Fund
                                              (absent       any       Operating
                                              any fee      expense     Expenses
                                              waivers)  reimbursement)    (1)
- -------------------------------------------------------------------------------
Putnam VT Asia Pacific Growth Fund              0.80%      0.27%        1.07%
- --------------------------------------------------------------------------------
Putnam VT Diversified Income Fund               0.69%      0.11%        0.80%
- --------------------------------------------------------------------------------
Putnam VT The George Putnam Fund of Boston
  (2)                                           0.65%      0.36%        1.01%
- --------------------------------------------------------------------------------
Putnam VT Global Asset Allocation Fund          0.66%      0.11%        0.77%
- --------------------------------------------------------------------------------
Putnam VT Global Growth Fund                    0.60%      0.15%        0.75%
- --------------------------------------------------------------------------------
Putnam VT Growth and Income Fund                0.47%      0.04%        0.51%
- --------------------------------------------------------------------------------
Putnam VT Health Sciences Fund (2)              0.70%      0.34%        1.04%
- --------------------------------------------------------------------------------
Putnam VT High Yield Fund                       0.66%      0.06%        0.72%
- --------------------------------------------------------------------------------
Putnam VT International Growth Fund (2)         0.80%      0.47%        1.27%
- --------------------------------------------------------------------------------
Putnam VT International Growth and Income
  Fund                                          0.80%      0.32%        1.12%
- --------------------------------------------------------------------------------
Putnam VT International New Opportunities
  Fund (2)                                      1.20%      0.68%        1.88%
- --------------------------------------------------------------------------------
Putnam VT Investors Fund (2)                    0.65%      0.33%        0.98%
- --------------------------------------------------------------------------------
Putnam VT Money Market Fund                     0.45%      0.09%        0.54%
- --------------------------------------------------------------------------------
Putnam VT New Opportunities Fund                0.58%      0.05%        0.63%
- --------------------------------------------------------------------------------
Putnam VT New Value Fund                        0.70%      0.15%        0.85%
- --------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth Fund (2)        0.70%      0.34%        1.04%
- --------------------------------------------------------------------------------
Putnam VT U.S. Government and High Quality
  Bond Fund                                     0.61%      0.08%        0.69%
- --------------------------------------------------------------------------------
Putnam VT Utilities Growth and Income Fund      0.67%      0.07%        0.74%
- --------------------------------------------------------------------------------
Putnam VT Vista Fund                            0.65%      0.22%        0.87%
- --------------------------------------------------------------------------------
Putnam VT Voyager Fund                          0.54%      0.05%        0.59%
- --------------------------------------------------------------------------------

(1) Management Fees generally represent the fees paid to the investment adviser
or its affiliate for investment and administrative services provided. Other
Expenses are expenses (other than Management Fees) which are deducted from the
fund 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 Trust prospectus.

(2) The Management Fees and Other Expenses shown in the table above do not 
reflect an expense limitation.  After an expense limitation, Management Fees, 
Other Expenses, and Total Fund Operating Expenses would have been:

<TABLE>
<CAPTION>
                                                                  TOTAL FUND
                           MANAGEMENT FEES  OTHER EXPENSES    OPERATING EXPENSES
<S>                        <C>              <C>               <C>
Putnam VT The George           0.49%            0.36%               0.85%
Putnam Fund of Boston*
Putnam VT Health               0.56%            0.34%               0.90%
Sciences Fund*
Putnam VT International        0.73%            0.47%               1.20%
Growth Fund
Putnam VT International        0.92%            0.68%               1.60%
New Opportunities Fund
Putnam VT Investors            0.52%            0.33%               0.85%
Fund*
Putnam VT OTC &                0.56%            0.34%               0.90%
Emerging Growth Fund*
</TABLE>

* Estimated Management Fees, Other Expenses, and Total Fund Operating Expenses.
    

<PAGE>
                                                                              12


   

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

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 respecting each Sub-Account attributable to the Policy. The Deduction
Amount includes a cost of insurance charge, tax expense charge, administrative
charge and a mortality and expense risk charge. The monthly cost of insurance
charge is to cover Hartford's anticipated mortality costs. In addition, Hartford
will deduct monthly from the Account Value a tax expense charge equal to an
annual rate of 0.40% for the first ten 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 tax expense charge includes a premium tax deduction
of 0.25% and Section 848 costs of 0.15%. The premium tax deduction represents an
average premium tax of 2.5% of premiums over ten years. Hartford will deduct
from the Account Value attributable to the Separate Account a monthly
administrative charge equal to an annual rate of 0.40%. This charge compensates
Hartford for administrative expenses incurred in the administration of the
Separate Account and the Policies. Hartford will also deduct from the Account
Value attributable to the Separate Account a monthly charge equal to an annual
rate of 0.90% for the mortality risks and expense risks Hartford assumes in
relation to the variable portion of the Policies. 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 _ Monthly Deductions," page 22,
and "Policy Benefits and Rights--Lapse and Reinstatement," page 29.
    

<PAGE>
                                                                              13


   
If the Account Value on a Policy Anniversary is less than $50,000, Hartford will
deduct on such date an Annual Maintenance Fee of $30. This fee will help
reimburse Hartford for administrative and maintenance costs of the Policies. See
"Deductions and Charges--Annual Maintenance Fee," page 23.

Hartford may set up a provision for income taxes against the assets of the
Separate Account. See "Deductions and Charges--Charges Against The Separate
Account," page 24, and "Federal Tax Considerations," page 44.

Applicants should review the Funds' prospectus accompanying this Prospectus for
a description of the charges assessed against the assets of the Funds.

Upon surrender of the Policy and partial withdrawals in excess of the Annual
Withdrawal Amount, a contingent deferred sales 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. The contingent deferred
sales 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 "Deductions and
Charges--Contingent Deferred Sales Charge," page 24.

During the first nine Policy Years, an additional premium tax charge will be
imposed on surrender or partial withdrawals. See "Deductions and
Charges--Premium Tax Charge," page 24.

For a discussion of the tax consequences of surrender of the Policy or a partial
withdrawal, see "Federal Tax Considerations," page 44.
    

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. The
Death Proceeds equal the Death Benefit less any Indebtedness under the Policy.
See "Policy Benefits and Rights--Death Benefit," page 25.

Account Value

The Account Value of the Policy will increase or decrease to reflect the
investment experience of the Funds 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 Funds. See "Policy
Benefits and Rights--Account Value," page 26.

Policy Loans
    

<PAGE>
                                                                              14


   
A Policy Owner may obtain one or both of two 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 27.
    

Lapse

   
Under certain circumstances a Policy may terminate if the Cash Surrender Value
on any Monthly Activity Date is less than the required Monthly Deduction Amount.
Hartford will give written notice to the 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 27, and "Lapse and Reinstatement," page
29.
    

Cancellation and Exchange Rights

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

In addition, once the Policy is in effect it may be exchanged during the first
24 months after its issuance for a permanent life insurance contract on the life
of the Insured without submitting proof of insurability. See "Policy Benefits
and Rights--Cancellation and Exchange Rights," page 29.
    

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 contracts. 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 44.

Hartford Life Insurance 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

<PAGE>
                                                                              15


   
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 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.
    

Funds

   
The underlying investment for the Policies are shares of Putnam Variable Trust,
an open-end series investment company with multiple portfolios ("Funds"). The
assets of each Sub-Account of the Separate Account are invested exclusively in
one of the Funds. The underlying Funds corresponding to each Sub-Account and
their investment objectives are described below. Hartford reserves the right,
subject to compliance with the law, to offer additional funds with differing
investment objectives. All Funds may not be available in all states. There is no
assurance that any of the Funds will achieve its stated objectives.

Putnam VT Asia Pacific Growth Fund
Seeks capital appreciation by investing primarily in securities of companies
located in Asia and in the Pacific Basin. The  fund's investments will normally
include common stocks, preferred stocks, securities convertible into common
stocks or preferred stocks, and warrants to purchase common stocks or preferred
stocks.

Putnam VT Diversified Income Fund
Seeks high current income consistent with capital preservation by investing in
the following three sectors of the fixed income securities markets: a U.S.
Government and Investment Grade Sector, a High Yield Sector (which invests
primarily in  securities commonly known as "junk bonds"), and an International
Sector. See the special considerations for investments in high yield securities
described in the Fund prospectus.
    

<PAGE>
                                                                              16


   
Putnam VT The George Putnam Fund of Boston

Seeks to provide a balanced investment composed of a well-diversified portfolio
of stocks and bonds which will produce both capital growth and current income.
    


<PAGE>
                                                                              17


Putnam VT Global Asset Allocation Fund
Seeks a high level of long-term total return  consistent with  preservation of
capital by investing in U.S.  equities,  international  equities,  U.S.  fixed
income securities, and international fixed income securities.

Putnam VT Global Growth Fund
Seeks capital appreciation through a globally diversified portfolio of common
stocks.

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

   
Putnam VT Health Sciences Fund
Seeks capital appreciation by investing at least 80% of its assets (other than
assets invested in U.S. government securities, short-term debt obligations, and
cash or money market instruments) in common stocks and other securities of
companies in the health sciences industries.
    

Putnam VT High Yield Fund
Seeks high current income and, when consistent with this objective, a secondary
objective of capital growth, by investing primarily in high-yielding,
lower-rated fixed income securities, constituting a portfolio which Putnam
Management believes does not involve undue risk to income or principal. See the
special considerations for investments in high yield securities described in the
Fund prospectus.

Putnam VT International Growth Fund
Seeks capital appreciation by investing primarily in equity securities of
companies located in a country other than the United States.

   
Putnam VT International Growth and Income Fund
Seeks capital growth, and a secondary objective  of high current income by
investing primarily in common stocks that offer potential for capital growth and
may, when consistent with its investment objectives, invest in common stocks
that offer potential for current income. Under normal market conditions, the
fund expects to invest substantially all of its assets in securities principally
traded on markets outside the United States.

Putnam VT International New Opportunities Fund
Seeks long term capital appreciation by investing in companies that have
above-average growth prospects due to the fundamental growth of their market
sector. Under normal market conditions, the fund expects to invest substantially
all of its total assets, other than cash or short-term investments held pending
investment, in common stocks, preferred stocks, convertible preferred stocks,
covertible bonds and other equity securities principally traded in securities
markets outside the United States.

Putnam VT Investors Fund
    

<PAGE>
                                                                              18


   
Seeks long-term growth of capital and any increased income that results from
this growth by investing primarily in common stocks that Putnam Management
believes afford the best opportunity for capital growth over the long term.

Putnam VT Money Market Fund
Seeks as high a rate of current income as Putnam Management believes is
consistent with preservation of capital and maintenance of liquidity by
investing in high-quality money market instruments.
    

Putnam VT New Opportunities Fund
Seeks long-term capital appreciation by investing principally in common stocks
of companies in sectors of the economy which Putnam Management believes possess
above-average long-term growth potential.

   
Putnam VT New Value Fund
Seeks long-term capital appreciation by investing primarily in common stocks
that Putnam Management believes are undervalued at the time of purchase and have
the potential for long-term capital appreciation.

Putnam VT OTC & Emerging Growth Fund

Seeks capital appreciation by investing primarily in common stocks that Putnam
Management, believes have potential for capital appreciation significantly
greater than that of the market averages.

Putnam VT U.S. Government and High Quality Bond Fund
Seeks current income consistent with preservation of capital by investing
primarily in securities issued or guaranteed as to principal and interest by the
U.S. Government or by its agencies or instrumentalities and in other debt
obligations rated at least A by a nationally recognized securities rating agency
such as Standard & Poor's or Moody's Investor Service, Inc. or, if not rated,
determined by Putnam Management to be of comparable quality.
    

Putnam VT Utilities Growth and Income Fund
Seeks capital growth and current income by concentrating its investments in debt
and equity securities issued by companies in the public utilities industries.

   
Putnam VT Vista Fund
Seeks capital appreciation by investing in a diversified portfolio of common
stocks which Putnam Management believes have the potential for above-average
capital appreciation.
    

Putnam VT Voyager Fund
Seeks capital appreciation by investing primarily in common stocks of companies
that Putnam Management believes have potential for capital appreciation that is
significantly greater than that of market averages.

<PAGE>
                                                                              19


   
Putnam VT Asia Pacific Growth Fund, Putnam VT Diversified Income Fund, Putnam VT
The George Putnam Fund of Boston, Putnam VT Global Growth Fund, Putnam VT Growth
and Income Fund, Putnam VT Health Sciences Fund, Putnam VT High Yield Fund,
Putnam VT International Growth Fund, Putnam VT International Growth and Income
Fund, Putnam VT International New Opportunities Fund, Putnam VT Investors Fund,
Putnam VT Money Market Fund, Putnam VT New Opportunities Fund, Putnam VT New
Value Fund, Putnam VT OTC & Emerging Growth Fund, Putnam VT U.S. Government and
High Quality Bond Fund, Putnam VT Utilities Growth and Income Fund, Putnam VT
Vista Fund, and Putnam VT Voyager Fund are generally managed in styles similar
to other open-end investment companies which are managed by Putnam Management
and whose shares are generally offered to the public. These other Putnam funds
may, however, employ different investment practices and may invest in securities
different from those in which their counterpart Funds invest, and consequently
will not have identical portfolios or experience identical investment results.

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

It is conceivable that in the future it may be disadvantageous for variable
annuity separate accounts and variable life insurance separate accounts to
invest in the Funds simultaneously. Although Hartford and the Funds do not
currently foresee any such disadvantages either to variable annuity contract
owners or to variable life insurance policy owners, the Trust's Board of
Trustees intends to monitor events in order to identify any material conflicts
between such Policy Owners and 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 funds should be established for variable life and
variable annuity separate accounts, the variable annuity Policy holders would
not bear any expenses attendant upon establishment of such separate funds.

Investment Adviser

Putnam Investment Management, Inc. ("Putnam Management") One Post Office Square,
Boston, MA 02109, serves as the investment manager for the Funds. An affiliate,
Putnam Advisory Company, Inc., manages domestic and foreign institutional
accounts and mutual funds. Another affiliate, Putnam Fiduciary Trust Company,
provides investment advice to institutional clients under its banking and
fiduciary policies. Putnam Management and its affiliates are wholly-owned
subsidiaries of Marsh & McLennan Companies, Inc., a publicly owned holding
company whose principal businesses are international insurance brokerage and
employee benefit consulting.

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

<PAGE>
                                                                              20


   
Funds and administers the affairs of the Funds. For its services, the Funds pay
Putnam Management a quarterly fee. See the Trust prospectus accompanying this
Prospectus for a more complete description of Putnam Management and the
respective fees of the Funds.

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 CONTRACT IS REJECTED, THEN
YOUR INITIAL PREMIUM WILL BE RETURNED ALONG WITH AN ADDITIONAL AMOUNT FOR
INTEREST, BASED ON THE CURRENT RATE BEING CREDITED BY HARTFORD. No change in the
terms or conditions of a 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 a conditional receipt. The fixed conditional insurance will be the insurance
applied for, up to a maximum that varies by age. If no fixed conditional
insurance was in effect, on 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 45 and 80 who pay an initial premium of 100% of the
Guideline Single Premium (subject to then current premium limits) are eligible
for simplified underwriting without a medical examination if they meet
simplified underwriting standards as evidenced in their responses in the
application. For Policy Owners who pay an initial premium of 80% or 90% of the
Guideline Single Premium or who are below age 45 or above age 80, standard
underwriting applies, except that substandard underwriting applies only in those
cases that represent substandard risks according to customary underwriting
guidelines. Additional premiums are allowed if they do not cause the Policy to
fail to meet the definition of a life insurance contract under Section 7702 of
the Code. Hartford may require evidence of insurability
    

<PAGE>
                                                                              21


for any additional premiums which increase the Coverage Amount. Generally, the
minimum initial premium Hartford will accept is $10,000. Hartford may accept
less than $10,000 under certain circumstances. No premium will be accepted which
does not meet the tax qualification guidelines for life insurance under the
Code.

Allocation of Premiums

   
Within three business days of receipt of a completed application and the initial
premium at Hartford's Administrative Office, Hartford will allocate the entire
premium to the Putnam Money Market Sub-Account. After the expiration of the
right to cancel period, the Account Value in the Putnam Money Market Sub-Account
will be allocated among the Funds, 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 Putnam Money Market Sub-Account) is determined first by
multiplying the premium by the percentage to be allocated to each Fund to
determine the portion to be invested in the Sub-Account. Each portion to be
invested in each Sub-Account is then divided by the Accumulation Unit Value of
that particular Sub-Account next computed after receipt of the payment.
    

Accumulation Unit Values

   
The Accumulation Unit Value for each Sub-Account will vary to reflect the
investment experience of the applicable Fund and will be determined on each
Valuation Day by multiplying the Accumulation Unit Value of the particular Sub-
Account on the preceding Valuation Day by a "Net Investment Factor" for that
Sub-Account for the Valuation Period then ended. The Net Investment Factor for
each Sub-Account is the net asset value per share of the corresponding Fund at
the end of the Valuation Period (plus the per share dividends or capital gains
by that Fund if the ex dividend date occurs in the Valuation Period then ended)
divided by the net asset value per share of the corresponding Fund at the
beginning of the Valuation Period. Applicants should refer to the Funds
prospectus accompanying this Prospectus for a description of how the assets of
each Fund are valued, since such determination has a direct bearing on the
Accumulation Unit Value of the Sub-Account and therefore the Account Value of a
Policy. See also, "Policy Benefits and Rights--Account Value," page 26.

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 Administrative 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
    

<PAGE>
                                                                              22


Monthly Deductions

   
On the Policy Date, and on each Monthly Activity Date after the Policy Date,
Hartford will deduct an amount ("Deduction Amount") to cover charges and
expenses incurred in connection with a Policy. Each monthly Deduction Amount
will be deducted pro rata from each Sub-Account attributable to the Policy 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 29. The following is a summary of the monthly deductions and charges which
constitute the Deduction Amount:

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

The Coverage Amount is first set on the 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 contracts 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.
    

EXAMPLE:

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

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

<PAGE>
                                                                              23


determined by taking a percentage of the Account Value on the Monthly Activity
Date. In this case, the Minimum Coverage Amount is $45,000 (150% of $30,000).
Since $45,000 is less than the Face Amount less the Account Value ($70,000), no
adjustment is necessary. Therefore, the Coverage Amount will be $70,000.

   
Assume that the Account Value in the above example was $50,000. The Minimum
Coverage Amount would be $75,000 (150% of $50,000). Since this is greater than
the Face Amount less the Account Value ($50,000), the Coverage Amount for the
Policy Month is $75,000. (For an explanation of the Death Benefit, see "Policy
Benefits and Rights," page 25.)

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.

Tax Expense Charge: Hartford will deduct monthly from the Account Value a tax
expense charge equal to an annual rate of 0.40% for the first ten 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 0.25% and Section 848 costs of 0.15%. The 0.25% premium
tax deduction over ten Policy Years approximates Hartford's average expenses for
state and local premium taxes (2.5%). Premium taxes vary, ranging from zero to
more than 4.0%. The premium tax deduction is made whether or not any premium tax
applies. The deduction may be higher or lower than the premium tax imposed.
However, Hartford does not expect to make a profit from this deduction. The
0.15% charge helps reimburse Hartford for approximate expenses incurred from
federal taxes under Section 848 of the Code.

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

Mortality and Expense Risk Charge: Hartford will deduct monthly from the Account
Value attributable to the Separate Account a charge equal to an annual rate of
0.90% for the mortality risks and expense risks Hartford assumes in relation to
the variable portion of the 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 contingent deferred sales charge. The mortality
and expense risk charge is deducted while the Policy is in force, including the
duration of a payment option.
    

Annual Maintenance Fee

<PAGE>
                                                                              24


   
If the Account Value on a Policy Anniversary is less than $50,000, Hartford will
deduct on such date an Annual Maintenance Fee of $30. This fee will help
reimburse Hartford for administrative and maintenance costs of the 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.
    

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.

Charges Against the Funds

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

Contingent Deferred Sales Charge

   
Upon surrender of the Policy and partial withdrawals in excess of the Annual
Withdrawal Amount, a contingent deferred sales 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 contingent deferred sales charge and the additional premium
tax charge discussed below, any surrender or partial withdrawal during the first
ten Policy Years will be deemed first from premium payments and then from
earnings. If an amount equal to all premiums paid has been withdrawn, no charge
will be assessed on a withdrawal of the remaining Account Value.

The contingent deferred sales charge is imposed to cover a portion of the sales
expense incurred by Hartford in distributing the 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 28.
    

Premium Tax Charge

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

<PAGE>
                                                                              25


   
                              Policy
                               Year   Rate
                                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%

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

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 percentages 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.
    

EXAMPLES:

   
                                                                 A         B
                                                                 -         -
   Face Amount...........................................   $100,000  $100,000
   Insured's Age.........................................         40        40
   Account Value on Date of Death........................     46,500    34,000
   Specified Percentage                                          250%      250%
    

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

<PAGE>
                                                                              26


$85,000 (the Account Value of $34,000, multiplied by the specified percentage of
250%).

   
All or part of the Death Proceeds may be paid in cash or applied under a
"Payment Option." See "Other Matters--Payment Options," page 32.
    

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 Funds, the
value of the Loan Account and the monthly Deduction Amounts. There is no minimum
guaranteed Account Value.

The Account Value of a particular Policy is related to the net asset value of
the Funds 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 21.
    

Transfer of Account Value

   
While the Policy remains in effect 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 requiring callers to provide certain information
for identification purposes. All transfer instructions by telephone are tape
recorded.

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 will send the
Policy Owner confirmation of the transfer within five days from the date of any
instruction.

Hartford may modify the right to reallocate Account Value among the Sub-Accounts
if Hartford determines, in its sole discretion, that the exercise of that right
by one or more 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
    

<PAGE>
                                                                              27


   
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 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. Before advancing the loan amount Hartford may withhold an amount
sufficient to pay interest on total loan to the end of the Policy Year and any
monthly Deduction Amounts due on or before the next Policy Anniversary. 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 contingent deferred sales 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.
    

<PAGE>
                                                                              28


   
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," page 29.

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 effect, 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 contingent
deferred sales charges and additional premium 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
44.

If the Policy Owner chooses to apply the surrender proceeds to a payment option
(see "Other Matters--Payment Options," page 32), the contingent deferred sales
charge will not be imposed to the surrender proceeds applied to the option. In
other words, the surrender proceeds will equal the Cash Surrender Value without
reduction for the contingent deferred sales charge. However, the additional
premium tax charge, if applicable, will be deducted from the surrender proceeds
to be applied, and amounts withdrawn from Option 1, Option 5 or Option 6 will be
subject to the contingent deferred sales charge, if applicable.
    

Partial Withdrawals

   
While the Policy is in effect, a Policy Owner may elect, by written request, to
make partial withdrawals from the Cash Surrender Value. The Cash Surrender
Value, after partial withdrawal, must at least equal Hartford's minimum amount
rules then in effect; otherwise, the request will be treated as a request for
full surrender. The partial withdrawal will be deducted pro rata from each
Sub-Account, unless the Policy Owner instructs otherwise. The Face Amount will
be reduced proportionate to the reduction in the Account Value due to the
partial withdrawal. Partial withdrawals in excess of the Annual Withdrawal
Amount will be subject to the contingent deferred sales charge and any
additional premium tax charges. See "Deductions and Charges--Contingent
    

<PAGE>
                                                                              29


   
Deferred Sales Charge, Premium Tax Charge," page 24. For a discussion of the tax
consequences of partial withdrawals, see "Federal Tax Considerations," page 44.
    

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
"Income Taxation of Policy Benefits," page 44.)
    

Lapse and Reinstatement

   
The Policy will remain in effect until the Cash Surrender Value is insufficient
to cover a Deduction Amount due on a Monthly Activity Date. Hartford will notify
the Policy Owner of the deficiency in writing and will provide a 61 day period
("Grace Period") to pay an amount sufficient to cover the Deduction Amount(s)
due. The notice will indicate the amount that must be paid.

The Policy will continue through the Grace Period, but if no payment is
forthcoming it will terminate at the end of the Grace Period. If the person
insured under the 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 25.

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

Cancellation and Exchange Rights

   
An applicant has a limited right to return a 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 receipt of the Policy to
the Policy Owner (a longer free-look period is provided in certain cases),
Hartford will return to the applicant within seven days the greater of premiums
paid for the Policy or the sum of (1) the Account Value on the date the returned
Policy is received by Hartford or its agent and (2) any deductions under the
Policy or by the Funds 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 contract offered by Hartford (or an affiliated company) on the life of
the Insured. No evidence of insurability will be required. The new contract will
have, at the election of the Policy Owner, either the same Coverage Amount 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
    

<PAGE>
                                                                              30


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 to die. See the last survivor
            illustrations in "Appendix B," page 53.

      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 44.

Other Matters
    

Voting Rights

In accordance with its interpretation of presently applicable law, Hartford will
vote the shares of the Funds at regular and special meetings of the shareholders
of the Funds in accordance with instructions from 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

<PAGE>
                                                                              31


   
each Sub-Account by the net asset value of the applicable shares of the Funds.
Hartford will vote shares for which no instructions have been given and shares
which are not attributable to Policy Owners (i.e., shares owned by Hartford) in
the same proportion as it votes shares for which it has received instructions.
If the Investment Company Act of 1940 or any rule promulgated thereunder should
be amended, however, or if Hartford's present interpretation should change and,
as a result, Hartford determines it is permitted to vote the shares of the Funds
in its own right, it may elect to do so.

The voting interests of the Policy Owner (or the assignee) in the Funds 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 13) will not be considered in determining the voting
interests of the Policy Owner. Policy Owners should review the Funds prospectus
accompanying this Prospectus to determine matters on which shareholders may
vote.

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

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

<PAGE>
                                                                              32


   
premium is contestable for two years from its effective date. In addition, if
the Insured commits suicide in the two-year period, or such period as specified
in state law, the benefit payable will be limited to the Account Value less any
Indebtedness.
    

Misstatement as to Age and Sex

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

Payment Options

   
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 Options 2, 3 and 4, no surrender or partial
withdrawals are permitted after payments commence. Full surrender or partial
withdrawals may be made from Option 1 or Option 6, but they are subject to the
contingent deferred sales charge, if applicable. Only a full surrender is
allowed from Option 5. A surrender from Option 5 will also be subject to the
contingent deferred sales charge, if applicable.

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

The following options are available under the 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 this option. The interest rate will never be less than
3 1/2% per year.

Option 2 -- Life Annuity
    

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

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

   
Option 3 -- Life Annuity with 120, 180 or 240 Monthly Payments Certain
    

This annuity option is an annuity payable monthly during the lifetime of the
payee with the

<PAGE>
                                                                              33


provision that payments will be made for a minimum of 120, 180 or 240 months, as
elected. If, at the death of the payee, payments have been made for less than
the minimum elected number of months, then the present value as of the date of
the payee's death, of any remaining guaranteed payments will be paid in one sum
to the beneficiary or beneficiaries designated unless other provisions have been
made and approved by Hartford.

   
Option 4 -- Joint and Last Survivor Annuity
    

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

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

   
Option 5 -- Payments for a Designated Period

An amount payable monthly for the number of years selected which may be from
five to 30 years. Under this option, you may, at any time, request a full
surrender and receive, within seven days, the termination value of the 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 -- Death Proceeds Remaining with Hartford
    

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

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

<PAGE>
                                                                              34


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

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.
    

<PAGE>
                                                                              35



<PAGE>
                                                                              36


  EXECUTIVE OFFICERS AND DIRECTORS

   
<TABLE>
<CAPTION>
NAME; AGE              POSITION WITH HARTFORD;         OTHER BUSINESS PROFESSION, VOCATION OR
                       YEAR OF ELECTION                EMPLOYMENT FOR PAST  FIVE YEARS;
                                                       OTHER DIRECTORSHIPS
- ------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                             <C>
Dong H. Ahn            Vice President, 1998            Vice President (1998-Present), Hartford Life and
37                                                     Accident Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------
Wendell J. Bossen      Vice President, 1992**          Vice President (1992-Present), Hartford Life and
64                                                     Accident Insurance Company;  President (1992-
                                                       Present), International Corporate Marketing Group,
                                                       Inc.; Executive Vice President (1984-1992), Mutual
                                                       Benefit.
- ------------------------------------------------------------------------------------------------------------------------
Gregory A. Boyko       Senior Vice President, Chief    Vice President and Controller (1995-1997), Hartford;
46                     Financial Officer & Treasurer,  Director (1997-Present); Senior Vice President, Chief
                       1997                            Financial Officer & Treasurer (1997-Present); Vice
                       Director, 1997                  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.
- ------------------------------------------------------------------------------------------------------------------------
Peter W. Cummins       Senior Vice President, 1997     Vice President (1989-1997); Director of Broker
60                                                     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.
- ------------------------------------------------------------------------------------------------------------------------
Ann M. de Raismes      Senior Vice President, 1997     Vice President (1994-1997); Assistant Vice President
47                     Director of Human Resources,    (1992-1994); Hartford; Senior Vice President (1997-
                       1991                            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.
- ------------------------------------------------------------------------------------------------------------------------
Timothy M. Fitch       Vice President, 1995            Assistant Vice President (1992-1995), Hartford; Vice
45                     Actuary, 1994                   President (1995-Present); Actuary (1994-Present);
                                                       Assistant Vice President (1992-1995), Hartford Life
                                                       and Accident Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------
David T. Foy           Vice President, 1998            Assistant  Vice President (1995-1998), Hartford;
31                                                     Vice President (1998-Present), Hartford Life and
                                                       Accident  Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

<PAGE>
                                                                              37


   
<TABLE>
<S>                      <C>                           <C>
- ------------------------------------------------------------------------------------------------------------------------
Bruce D. Gardner         Vice President, 1995          Director (1994-1997); General Counsel & Corporate
47                                                     Secretary (1991-1995), Hartford; Vice President
                                                       (1995-1997); Director (1995-1997); General Counsel
                                                       & Corporate Secretary (1991-1995), Hartford Life and
                                                       Accident Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------
J. Richard Garrett       Vice President, 1993          Treasurer (1986-1997), Hartford; Vice President     
53                       Assistant Treasurer,  1997    (1993-Present); Assistant Treasurer (1997-Present); 
                                                       Treasurer (1983-1997); Hartford Life and Accident   
                                                       Insurance Company; Treasurer (1977), The Hartford   
                                                       Financial Services Group.                           
- ------------------------------------------------------------------------------------------------------------------------
John P. Ginnetti         Executive Vice President and  Senior Vice President - Individual Life and Annuity
52                       Director, Asset Management    Division (1988-1994), Hartford; Director (1988-
                         Services, 1994                Present); Director (1988-Present); Executive Vice
                         Director, 1988                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).
- ------------------------------------------------------------------------------------------------------------------------
William A. Godfrey, III  Senior Vice President, 1997   Senior Vice President (1997-Present), Hartford;
41                                                     Senior Vice President (1997-Present), Harford Life
                                                       and Accident Insurance Company; Vice President
                                                       Information Technology (1997-Present), Hartford
                                                       Life, Inc.
- ------------------------------------------------------------------------------------------------------------------------
Lynda Godkin             Senior Vice President, 1997   Associate General Counsel (1995-1996); Assistant
44                       General Counsel, 1996         General Counsel and Secretary (1994-1995); Counsel
                         Corporate Secretary, 1995     (1990-1994), Hartford; Director (1997-Present);
                         Director, 1997                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.
- ------------------------------------------------------------------------------------------------------------------------
Lois W. Grady            Senior Vice President, 1998   Vice President (1993-1998); Assistant Vice President
53                       Vice President, 1993          (1987-1993), Hartford; Senior Vice President, 1998);
                                                       Vice President (1993-1997); Assistant Vice President
                                                       (1987-1993), Hartford Life and Accident Insurance
                                                       Company.
- ------------------------------------------------------------------------------------------------------------------------
Christopher Graham       Vice President,  1997
47
- ------------------------------------------------------------------------------------------------------------------------
Mark E. Hunt             Vice President, 1998          Assistant Vice President (1997-1998), Hartford;
37                                                     Vice President (1998-Present), Assistant Vice
                                                       President (1997-1998), Hartford  Life and Accident
                                                       Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

<PAGE>
                                                                              38


   
<TABLE>
<S>                       <C>                              <C>
- -------------------------------------------------------------------------------------------------------------------------
Stephen T. Joyce          Vice President,  1997            Assistant Vice President (1994-1997), Hartford;
39                                                         Assistant Vice President (1994-1997), Hartford Life
                                                           and Accident Insurance Company.
- -------------------------------------------------------------------------------------------------------------------------
Michael D. Keeler         Vice President,  1998            Vice President (1998-Present), Hartford Life and
37                                                         Accident Insurance  Company
- -------------------------------------------------------------------------------------------------------------------------
Robert A. Kerzner         Senior Vice President, 1998      Vice President, (1995-1998); Regional Vice President
46                        Vice President, 1995             (1991-1994), Hartford; Vice President (1994-1997),
                                                           Hartford Life and Accident Insurance Company.
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
David N. Levenson         Vice President, 1998             Assistant Vice President (1995-Present), Hartford.
31                       
- -------------------------------------------------------------------------------------------------------------------------
Steven M. Maher           Vice President,  1992            Assistant Vice President (1987-1992), Hartford; Vice
43                        Actuary, 1987                    President (1993-Present); Actuary (1987-Present);
                                                           Assistant Vice President (1987-1993), Hartford Life
                                                           and Accident Insurance Company.
- -------------------------------------------------------------------------------------------------------------------------
William B. Malchodi, Jr.  Vice President, 1994             Director of Taxes, Hartford (1991-1998); Director of
50                                                         Taxes (1992-1998), Hartford Life and Accident
                                                           Insurance Company.
- -------------------------------------------------------------------------------------------------------------------------
Raymond J. Marra          Vice President, 1998             Assistant Vice President (1997-Present), Hartford;
37                                                         Vice President (1998-Present), Assistant Vice
                                                           President (1994-1997), Hartford Life and Accident
                                                           Insurance Company.
- -------------------------------------------------------------------------------------------------------------------------
Thomas M. Marra           Executive Vice President, 1995   Senior Vice President (1994-1995); Vice President
39                        Director, Individual Life an     (1989-1994); Actuary (1987-1995), Hartford; Director
                          Annuity Division, 1994           (1994-Present); Executive Vice President (1995-
                          Director, 1994*                  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.
- -------------------------------------------------------------------------------------------------------------------------
Robert F. Nolan, Jr.      Senior Vice President, 1997      Vice President (1995-1997); Assistant Vice President
43                                                         (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.
- -------------------------------------------------------------------------------------------------------------------------
Joseph J. Noto            Vice President, 1989             Executive Vice President & Chief Operating Officer
46                                                         (1997-Present); Director (1994-Present); President
                                                           (1994-1997), American Maturity Life Insurance
                                                           Company; Vice President (1989-1997), Hartford Life
                                                           and Accident Insurance Company.
- -------------------------------------------------------------------------------------------------------------------------
C. Michael O'Halloran     Vice President, 1994             Senior Associate General Counsel (1988-1997),
51                                                         Hartford; Vice President (1994-Present); Senior
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

<PAGE>
                                                                              39


   
<TABLE>
<S>                      <C>                              <C>
- ------------------------------------------------------------------------------------------------------------------------
                                                          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.
- ------------------------------------------------------------------------------------------------------------------------
Lawrence M. O'Rourke     Vice President, 1998             Vice President, (1998-Present), Hartford Life and
44                                                        Accident Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

<PAGE>
                                                                              40


   
<TABLE>
<S>                      <C>                                  <C>
- ------------------------------------------------------------------------------------------------------------------------
Daniel E. O'Sullivan     Vice President, 1998                 Vice President (1998-Present), Hartford Life and
43                                                            Accident Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------
Craig R. Raymond         Senior Vice President, 1997          Vice President (1993-1997); Assistant Vice President
37                       Chief Actuary, 1994                  (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.
- ------------------------------------------------------------------------------------------------------------------------
Mary P. Robinson, 38     Vice President, 1998                 Assistant Vice President (1995-1998), Hartford;
                                                              Assistant Vice President (1995-1998), Hartford Life
                                                              and Accident Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------
Donald A. Salama         Vice President, 1997                 Vice President (1997-Present), Hartford Life and
50                                                            Accident Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------
Timothy P. Schiltz       Vice President, 1997                 Assistant Vice President (1994-1997), Hartford; Vice
37                                                            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.
- ------------------------------------------------------------------------------------------------------------------------
Lowndes A. Smith         President, 1989                      Chief Operating Officer (1989-1997), Hartford;
58                       Chief Executive Officer, 1997        Director (1981-Present); President (1989-Present);
                         Director, 1981*                      Chief Executive Officer (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.
- ------------------------------------------------------------------------------------------------------------------------
Keith A. Stevenson, 44   Vice President, 1998
- ------------------------------------------------------------------------------------------------------------------------
Edward A. Sweeney        Vice President, 1993                 Chicago Regional Manager (1985-1993), Hartford;
51                                                            Vice President (1993-Present), Hartford Life and
                                                              Accident Insurance Company.
- ------------------------------------------------------------------------------------------------------------------------
Judith V. Tilbor         Vice President, 1998                 Assistant Vice President (1994-1998), Hartford; Vice
46                                                            President (1998-Present), Assistant Vice President
                                                              (1994-1998), Hartford Life and Accident Insurance
                                                              Company.
- ------------------------------------------------------------------------------------------------------------------------
Raymond P. Welnicki      Senior Vice President & Director     Vice,President (1993-1994), Hartford; Director (1994-
49                       Employee Benefit Division, 1994      Present); Senior Vice President (1995-Present);
                         Director, 1994*                      Director, Employee Benefit 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.
- ------------------------------------------------------------------------------------------------------------------------
Walter C. Welsh          Senior Vice President, 1997          Vice President (1995-1997); Assistant Vice President
51                                                            (1992-1995), Hartford; Senior Vice President (1997-
                                                              Present); Vice President (1995-1997); Assistant Vice
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

<PAGE>
                                                                              41


   
<TABLE>
<S>                                                           <C>
- ------------------------------------------------------------------------------------------------------------------------
                                                              President (1992-1995), Hartford Life and Accident
                                                              Insurance Company; Vice President, Government Affairs
                                                              (1997-Present), Hartford Life, Inc.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

<PAGE>
                                                                              42


   
<TABLE>
<S>                    <C>                           <C>
- ------------------------------------------------------------------------------------------------------------------------
Lizabeth H. Zlatkus    Senior Vice President, 1997   Vice President (1994-1997); Assistant Vice President
39                     Director, 1994*               (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.
- ------------------------------------------------------------------------------------------------------------------------
David M. Znamierowski  Senior Vice President, 1997   Vice President (1997), Hartford; Director (1998-
38                     Director, Risk Management     Present) Senior Vice President (1997-Present),
                       Strategy, 1996                Hartford Life and Accident Insurance Company; Vice
                       Director, 1998*               President, Investment Strategy (1997-Present),
                                                     Hartford Life, Inc.; Vice President, Investment
                                                     Strategy & Policy, Aetna Life and Casualty.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

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

   
- ----------------------------------------
      *     Denotes date of election to Board of Directors of Hartford.
      **    Affiliated Company of The Hartford Financial Services Group, Inc.
    

<PAGE>
                                                                              43


   
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 contracts under applicable federal and
state laws. Each broker-dealer is registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 and all are members of the
National Association of Securities Dealers, Inc.

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account. Both
HESCO and HSD are wholly-owned subsidiaries of Hartford. The principal business
address of HESCO and HSD is the same as that of Hartford.

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

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.

<PAGE>
                                                                              44


                           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
Funds) are reinvested and are taken into account in determining the value of the
Accumulation Units (see "Policy Benefits and Right - Account Value," on page ).
As a result, such investment income and realized capital gains are automatically
applied to increase reserves under the 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.
    

<PAGE>
                                                                              45


   
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 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.
    

<PAGE>
                                                                              46


   
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 

<PAGE>
                                                                              47


   
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 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

<PAGE>
                                                                              48


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.
    

<PAGE>
                                                                              49


   
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 Life Insurance Company.

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 Funds, Hartford, and the Policies.
    

<PAGE>
                                                                              50


   
                                   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

<PAGE>
                                                                              51


            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 below under the heading "Transfer 
            of Entire Account Value to the Fixed Account," 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 Charges," page 22:
    

            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 22:
    

            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," page 26:
    

      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

<PAGE>
                                                                              52


            TRANSFERRED TO THE FIXED ACCOUNT, IT MAY NOT, UNDER ANY
            CIRCUMSTANCES, BE TRANSFERRED BACK TO THE SEPARATE ACCOUNT.

   
            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.

   
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               
53
- --------------------------------------------------------------------------------
 

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

                                   APPENDIX B
                           ILLUSTRATIONS OF BENEFITS
 

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

 
    The death benefit and surrender value for a Contract would be different from
those shown if the rates of return averaged 0%, 6% and 12% over a period of
years, but also fluctuated above or below those averages for individual Contract
Years. They would also differ if any Contract loan were made during the period
of time illustrated.
 
    The tables reflect the deductions of current Contract charges and guaranteed
Contract charges for a single gross interest rate. The death benefits and
surrender values would change if the current cost of insurance charges change.
 
    The amounts shown for the death benefit and surrender value as of the end of
each Contract Year take into account an average daily charge equal to an annual
charge of 0.75% of the average daily net assets of the Funds for investment
advisory and administrative services fees. The gross annual investment return
rates of 0%, 6% and 12% on the Fund's assets are equal to net annual investment
return rates (net of the 0.75% average daily charge) of -0.75%, 5.25% and
11.25%, respectively.
 
    In addition, the death benefit and surrender value as of the end of each
Contract Year take into account the (1) tax expense charge equal to an annual
rate of 0.40% of Account Value for the first ten Contract Years; (2)
administrative charge equal to an annual rate of 0.40% of Account Value
attributable to the Separate Account; (3) mortality and expense risk charge
equal to an annual rate of 0.90% of Account Value attributable to the Separate
Account; and (4) any Contingent Deferred Sales Charge and premium tax charge
which may be applicable in the first nine Contract Years.
   
    The hypothetical returns shown in the tables are without any tax charges
that may be attributable to the Separate Account in the future. In order to
produce after tax returns of 0%, 6%, and 12%, the Separate Account would have to
earn a sufficient amount in excess of 0% or 6% or 12% to cover any tax charges
(see "Deductions and Charges -- Taxes Charges Against The Separate Account,"
page 24).
    
    The "Premium Paid Plus Interest" column of each table shows the amount which
would accumulate if the initial premium was invested to earn interest, after
taxes of 5% per year, compounded annually.
 

    Hartford will furnish upon request, a comparable illustration reflecting the
proposed insureds age, risk classification, Face Amount or initial premium
requested, and reflecting guaranteed cost of insurance rates. Hartford will also
furnish an additional similar illustration reflecting current cost of insurance
rates which may be less than, but never greater than, the guaranteed cost of
insurance rates.

<PAGE>
54                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 45 MALE
                          INITIAL FACE AMOUNT: $40,161

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS                 CURRENT CHARGES*                       GUARANTEED CHARGES**
             ACCUMULATED    --------------------------------------   --------------------------------------
  END OF        AT 5%                        CASH                                     CASH
  CONTRACT    INTEREST        ACCOUNT      SURRENDER      DEATH        ACCOUNT      SURRENDER      DEATH
   YEAR       PER YEAR         VALUE         VALUE       BENEFIT        VALUE         VALUE       BENEFIT
  -------   -------------   -----------   -----------   ----------   -----------   -----------   ----------
  <S>       <C>             <C>           <C>           <C>          <C>           <C>           <C>
      1         10,500          10,834       9,840          40,161       10,756       9,764          40,161
      2         11,025          11,740      10,755          40,161       11,575      10,593          40,161
      3         11,576          12,724      11,751          40,161       12,463      11,495          40,161
      4         12,155          13,794      12,987          40,161       13,427      12,626          40,161
      5         12,763          14,956      14,169          40,161       14,474      13,693          40,161
      6         13,401          16,219      15,657          40,161       15,613      15,057          40,161
      7         14,071          17,592      17,060          40,161       16,851      16,324          40,161
      8         14,775          19,083      18,788          40,161       18,198      17,907          40,161
      9         15,513          20,704      20,452          40,161       19,666      19,417          40,161
     10         16,289          22,465      22,465          40,161       21,268      21,268          40,161
     11         17,103          24,501      24,501          40,161       23,113      23,113          40,161
     12         17,959          26,724      26,724          40,161       25,145      25,145          40,161
     13         18,856          29,153      29,153          41,398       27,386      27,386          40,161
     14         19,799          31,808      31,808          43,896       29,864      29,864          41,213
     15         20,789          34,714      34,714          46,517       32,590      32,590          43,670
     16         21,829          37,895      37,895          49,264       35,574      35,574          46,247
     17         22,920          41,367      41,367          52,951       38,832      38,832          49,705
     18         24,066          45,156      45,156          56,897       42,386      42,386          53,407
     19         25,270          49,292      49,292          61,122       46,266      46,266          57,371
     20         26,533          53,807      53,807          65,645       50,502      50,502          61,613
     25         33,864          83,601      83,601          96,978       78,372      78,372          90,912
     35         55,160         201,997     201,997         214,118      189,092     189,092         200,438
</TABLE>

 

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

 

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               55
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 45 MALE
                          INITIAL FACE AMOUNT: $40,161

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                  GUARANTEED CHARGES**
             ACCUMULATED    ---------------------------------   ---------------------------------
  END OF        AT 5%                      CASH                                CASH
  CONTRACT    INTEREST       ACCOUNT    SURRENDER     DEATH      ACCOUNT    SURRENDER     DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT      VALUE       VALUE      BENEFIT
  -------   -------------   ---------   ----------   --------   ---------   ----------   --------
  <S>       <C>             <C>         <C>          <C>        <C>         <C>          <C>
      1         10,500        10,249      9,269       40,161      10,171      9,192       40,161
      2         11,025        10,506      9,546       40,161      10,337      9,380       40,161
      3         11,576        10,769      9,831       40,161      10,497      9,564       40,161
      4         12,155        11,040     10,275       40,161      10,651      9,891       40,161
      5         12,763        11,319     10,577       40,161      10,796     10,061       40,161
      6         13,401        11,605     11,089       40,161      10,930     10,421       40,161
      7         14,071        11,900     11,411       40,161      11,052     10,569       40,161
      8         14,775        12,202     11,941       40,161      11,158     10,902       40,161
      9         15,513        12,514     12,282       40,161      11,244     11,016       40,161
     10         16,289        12,833     12,833       40,161      11,309     11,309       40,161
     11         17,103        13,228     13,228       40,161      11,394     11,394       40,161
     12         17,959        13,636     13,636       40,161      11,455     11,455       40,161
     13         18,856        14,058     14,058       40,161      11,486     11,486       40,161
     14         19,799        14,494     14,494       40,161      11,486     11,486       40,161
     15         20,789        14,944     14,944       40,161      11,450     11,450       40,161
     16         21,829        15,409     15,409       40,161      11,370     11,370       40,161
     17         22,920        15,889     15,889       40,161      11,239     11,239       40,161
     18         24,066        16,385     16,385       40,161      11,048     11,048       40,161
     19         25,270        16,898     16,898       40,161      10,787     10,787       40,161
     20         26,533        17,428     17,428       40,161      10,442     10,442       40,161
     25         33,864        20,353     20,353       40,161       6,987      6,987       40,161
     35         55,160        27,852     27,852       40,161          --         --           --
</TABLE>

 

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

 

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

<PAGE>
56                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 45 MALE
                          INITIAL FACE AMOUNT: $40,161

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                  GUARANTEED CHARGES**
             ACCUMULATED    ---------------------------------   ---------------------------------
  END OF        AT 5%                      CASH                                CASH
  CONTRACT    INTEREST       ACCOUNT    SURRENDER     DEATH      ACCOUNT    SURRENDER     DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT      VALUE       VALUE      BENEFIT
  -------   -------------   ---------   ----------   --------   ---------   ----------   --------
  <S>       <C>             <C>         <C>          <C>        <C>         <C>          <C>
      1         10,500         9,665      8,698       40,161       9,586      8,621       40,161
      2         11,025         9,340      8,404       40,161       9,169      8,235       40,161
      3         11,576         9,026      8,118       40,161       8,747      7,844       40,161
      4         12,155         8,721      7,990       40,161       8,319      7,594       40,161
      5         12,763         8,425      7,720       40,161       7,883      7,185       40,161
      6         13,401         8,138      7,657       40,161       7,438      6,964       40,161
      7         14,071         7,860      7,401       40,161       6,980      6,528       40,161
      8         14,775         7,591      7,353       40,161       6,506      6,274       40,161
      9         15,513         7,330      7,111       40,161       6,013      5,798       40,161
     10         16,289         7,076      7,076       40,161       5,498      5,498       40,161
     11         17,103         6,865      6,865       40,161       4,978      4,978       40,161
     12         17,959         6,659      6,659       40,161       4,427      4,427       40,161
     13         18,856         6,459      6,459       40,161       3,843      3,843       40,161
     14         19,799         6,264      6,264       40,161       3,221      3,221       40,161
     15         20,789         6,073      6,073       40,161       2,558      2,558       40,161
     16         21,829         5,888      5,888       40,161       1,845      1,845       40,161
     17         22,920         5,707      5,707       40,161       1,075      1,075       40,161
     18         24,066         5,531      5,531       40,161         237        237       40,161
     19         25,270         5,360      5,360       40,161          --         --           --
     20         26,533         5,193      5,193       40,161          --         --           --
     25         33,864         4,420      4,420       40,161          --         --           --
     35         55,160         3,145      3,145       40,161          --         --           --
</TABLE>

 

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

 

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               57
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                              ISSUE AGE 55 FEMALE
                          INITIAL FACE AMOUNT: $33,334

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS                CURRENT CHARGES*                     GUARANTEED CHARGES**
             ACCUMULATED    ------------------------------------   ------------------------------------
  END OF        AT 5%                       CASH                                   CASH
  CONTRACT    INTEREST       ACCOUNT      SURRENDER      DEATH      ACCOUNT      SURRENDER      DEATH
   YEAR       PER YEAR        VALUE         VALUE       BENEFIT      VALUE         VALUE       BENEFIT
  -------   -------------   ----------   -----------   ---------   ----------   -----------   ---------
  <S>       <C>             <C>          <C>           <C>         <C>          <C>           <C>
      1         10,500         10,834       9,840         33,334      10,727       9,736         33,334
      2         11,025         11,740      10,755         33,334      11,517      10,537         33,334
      3         11,576         12,724      11,751         33,334      12,378      11,411         33,334
      4         12,155         13,794      12,987         33,334      13,317      12,517         33,334
      5         12,763         14,956      14,169         33,334      14,343      13,564         33,334
      6         13,401         16,219      15,657         33,334      15,464      14,909         33,334
      7         14,071         17,592      17,060         33,334      16,688      16,163         33,334
      8         14,775         19,083      18,788         33,334      18,025      17,735         33,334
      9         15,513         20,704      20,452         33,334      19,487      19,238         33,334
     10         16,289         22,465      22,465         33,334      21,088      21,088         33,334
     11         17,103         24,501      24,501         33,334      22,940      22,940         33,334
     12         17,959         26,736      26,736         33,334      24,991      24,991         33,334
     13         18,856         29,218      29,218         34,478      27,270      27,270         33,334
     14         19,799         31,946      31,946         37,377      29,804      29,804         34,891
     15         20,789         34,928      34,928         40,517      32,585      32,585         37,799
     16         21,829         38,190      38,190         43,919      35,625      35,625         40,969
     17         22,920         41,765      41,765         47,195      38,958      38,958         44,023
     18         24,066         45,686      45,686         50,712      42,614      42,614         47,301
     19         25,270         49,992      49,992         54,492      46,627      46,627         50,824
     20         26,533         54,687      54,687         59,609      51,004      51,004         55,594
     25         33,864         85,841      85,841         90,992      80,060      80,060         84,864
     35         55,160        208,273     208,273        218,687     192,260     192,260        201,873
</TABLE>

 

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

 

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

<PAGE>
58                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                              ISSUE AGE 55 FEMALE
                          INITIAL FACE AMOUNT: $33,334

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                  GUARANTEED CHARGES**
             ACCUMULATED    ---------------------------------   ---------------------------------
  END OF        AT 5%                      CASH                                CASH
  CONTRACT    INTEREST       ACCOUNT    SURRENDER     DEATH      ACCOUNT    SURRENDER     DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT      VALUE       VALUE      BENEFIT
  -------   -------------   ---------   ----------   --------   ---------   ----------   --------
  <S>       <C>             <C>         <C>          <C>        <C>         <C>          <C>
      1         10,500        10,249      9,269       33,334      10,142      9,164       33,334
      2         11,025        10,506      9,546       33,334      10,279      9,324       33,334
      3         11,576        10,769      9,831       33,334      10,412      9,480       33,334
      4         12,155        11,040     10,275       33,334      10,539      9,781       33,334
      5         12,763        11,319     10,577       33,334      10,661      9,928       33,334
      6         13,401        11,605     11,089       33,334      10,774     10,266       33,334
      7         14,071        11,900     11,411       33,334      10,875     10,394       33,334
      8         14,775        12,202     11,941       33,334      10,959     10,704       33,334
      9         15,513        12,514     12,282       33,334      11,021     10,793       33,334
     10         16,289        12,833     12,833       33,334      11,055     11,055       33,334
     11         17,103        13,228     13,228       33,334      11,106     11,106       33,334
     12         17,959        13,636     13,636       33,334      11,127     11,127       33,334
     13         18,856        14,058     14,058       33,334      11,117     11,117       33,334
     14         19,799        14,494     14,494       33,334      11,073     11,073       33,334
     15         20,789        14,944     14,944       33,334      10,988     10,988       33,334
     16         21,829        15,409     15,409       33,334      10,854     10,854       33,334
     17         22,920        15,889     15,889       33,334      10,656     10,656       33,334
     18         24,066        16,385     16,385       33,334      10,375     10,375       33,334
     19         25,270        16,898     16,898       33,334       9,991      9,991       33,334
     20         26,533        17,428     17,428       33,334       9,479      9,479       33,334
     25         33,864        20,353     20,353       33,334       3,955      3,955       33,334
     35         55,160        27,852     27,852       33,334          --         --           --
</TABLE>

 

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

 

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               59
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                              ISSUE AGE 55 FEMALE
                          INITIAL FACE AMOUNT: $33,334

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS             CURRENT CHARGES*                GUARANTEED CHARGES**
             ACCUMULATED    -------------------------------   -------------------------------
  END OF        AT 5%                    CASH                              CASH
  CONTRACT    INTEREST      ACCOUNT    SURRENDER    DEATH     ACCOUNT    SURRENDER    DEATH
   YEAR       PER YEAR       VALUE       VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  -------   -------------   --------   ---------   --------   --------   ---------   --------
  <S>       <C>             <C>        <C>         <C>        <C>        <C>         <C>
      1         10,500        9,665     8,698       33,334      9,558     8,593       33,334
      2         11,025        9,340     8,404       33,334      9,112     8,179       33,334
      3         11,576        9,026     8,118       33,334      8,662     7,761       33,334
      4         12,155        8,721     7,990       33,334      8,209     7,486       33,334
      5         12,763        8,425     7,720       33,334      7,750     7,053       33,334
      6         13,401        8,138     7,657       33,334      7,283     6,810       33,334
      7         14,071        7,860     7,401       33,334      6,803     6,352       33,334
      8         14,775        7,591     7,353       33,334      6,305     6,073       33,334
      9         15,513        7,330     7,111       33,334      5,782     5,568       33,334
     10         16,289        7,076     7,076       33,334      5,230     5,230       33,334
     11         17,103        6,865     6,865       33,334      4,665     4,665       33,334
     12         17,959        6,659     6,659       33,334      4,061     4,061       33,334
     13         18,856        6,459     6,459       33,334      3,419     3,419       33,334
     14         19,799        6,264     6,264       33,334      2,733     2,733       33,334
     15         20,789        6,073     6,073       33,334      1,997     1,997       33,334
     16         21,829        5,888     5,888       33,334      1,200     1,200       33,334
     17         22,920        5,707     5,707       33,334        324       324       33,334
     18         24,066        5,531     5,531       33,334         --        --           --
     19         25,270        5,360     5,360       33,334         --        --           --
     20         26,533        5,193     5,193       33,334         --        --           --
     25         33,864        4,420     4,420       33,334         --        --           --
     35         55,160        3,145     3,145       33,334         --        --           --
</TABLE>

 

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

 

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

<PAGE>
60                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 65 MALE
                          INITIAL FACE AMOUNT: $19,380

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS                CURRENT CHARGES*                     GUARANTEED CHARGES**
             ACCUMULATED    ------------------------------------   ------------------------------------
  END OF        AT 5%                       CASH                                   CASH
  CONTRACT    INTEREST       ACCOUNT      SURRENDER      DEATH      ACCOUNT      SURRENDER      DEATH
   YEAR       PER YEAR        VALUE         VALUE       BENEFIT      VALUE         VALUE       BENEFIT
  -------   -------------   ----------   -----------   ---------   ----------   -----------   ---------
  <S>       <C>             <C>          <C>           <C>         <C>          <C>           <C>
      1         10,500         10,834       9,840         19,380      10,650       9,660         19,380
      2         11,025         11,740      10,755         19,380      11,357      10,380         19,380
      3         11,576         12,724      11,751         19,380      12,131      11,169         19,380
      4         12,155         13,794      12,987         19,380      12,984      12,190         19,380
      5         12,763         14,956      14,169         19,380      13,930      13,156         19,380
      6         13,401         16,219      15,657         19,380      14,986      14,436         19,380
      7         14,071         17,595      17,063         19,883      16,172      15,650         19,380
      8         14,775         19,106      18,810         21,208      17,516      17,228         19,443
      9         15,513         20,760      20,508         22,629      19,027      18,780         20,740
     10         16,289         22,549      22,549         24,578      20,664      20,664         22,524
     11         17,103         24,595      24,595         26,563      22,536      22,536         24,340
     12         17,959         26,837      26,837         28,716      24,587      24,587         26,309
     13         18,856         29,275      29,275         31,325      26,816      26,816         28,693
     14         19,799         31,947      31,947         33,864      29,260      29,260         31,016
     15         20,789         34,856      34,856         36,948      31,916      31,916         33,831
     16         21,829         38,046      38,046         39,949      34,834      34,834         36,576
     17         22,920         41,517      41,517         43,594      38,005      38,005         39,906
     18         24,066         45,308      45,308         47,574      41,447      41,447         43,520
     19         25,270         49,448      49,448         51,921      45,177      45,177         47,436
     20         26,533         53,969      53,969         56,667      49,215      49,215         51,677
     25         33,864         83,837      83,837         88,030      74,965      74,965         78,714
     35         55,160        202,335     202,335        204,358     175,528     175,528        177,284
</TABLE>

 

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

 

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               61
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 65 MALE
                          INITIAL FACE AMOUNT: $19,380

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                  GUARANTEED CHARGES**
             ACCUMULATED    ---------------------------------   ---------------------------------
  END OF        AT 5%                      CASH                                CASH
  CONTRACT    INTEREST       ACCOUNT    SURRENDER     DEATH      ACCOUNT    SURRENDER     DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT      VALUE       VALUE      BENEFIT
  -------   -------------   ---------   ----------   --------   ---------   ----------   --------
  <S>       <C>             <C>         <C>          <C>        <C>         <C>          <C>
      1         10,500        10,249      9,269       19,380      10,062      9,086       19,380
      2         11,025        10,506      9,546       19,380      10,104      9,152       19,380
      3         11,576        10,769      9,831       19,380      10,123      9,196       19,380
      4         12,155        11,040     10,275       19,380      10,116      9,364       19,380
      5         12,763        11,319     10,577       19,380      10,077      9,351       19,380
      6         13,401        11,605     11,089       19,380      10,002      9,502       19,380
      7         14,071        11,900     11,411       19,380       9,880      9,406       19,380
      8         14,775        12,202     11,941       19,380       9,703      9,454       19,380
      9         15,513        12,514     12,282       19,380       9,455      9,232       19,380
     10         16,289        12,833     12,833       19,380       9,124      9,124       19,380
     11         17,103        13,228     13,228       19,380       8,730      8,730       19,380
     12         17,959        13,636     13,636       19,380       8,217      8,217       19,380
     13         18,856        14,058     14,058       19,380       7,564      7,564       19,380
     14         19,799        14,494     14,494       19,380       6,738      6,738       19,380
     15         20,789        14,944     14,944       19,380       5,699      5,699       19,380
     16         21,829        15,409     15,409       19,380       4,387      4,387       19,380
     17         22,920        15,889     15,889       19,380       2,723      2,723       19,380
     18         24,066        16,385     16,385       19,380         595        595       19,380
     19         25,270        16,898     16,898       19,380          --         --           --
     20         26,533        17,428     17,428       19,380          --         --           --
     25         33,864        20,353     20,353       21,371          --         --           --
     35         55,160        27,854     27,854       28,133          --         --           --
</TABLE>

 

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

 

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

<PAGE>
62                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 65 MALE
                          INITIAL FACE AMOUNT: $19,380

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS             CURRENT CHARGES*                GUARANTEED CHARGES**
             ACCUMULATED    -------------------------------   -------------------------------
  END OF        AT 5%                    CASH                              CASH
  CONTRACT    INTEREST      ACCOUNT    SURRENDER    DEATH     ACCOUNT    SURRENDER    DEATH
   YEAR       PER YEAR       VALUE       VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  -------   -------------   --------   ---------   --------   --------   ---------   --------
  <S>       <C>             <C>        <C>         <C>        <C>        <C>         <C>
      1         10,500        9,665     8,698       19,380      9,475     8,512       19,380
      2         11,025        9,340     8,404       19,380      8,923     7,994       19,380
      3         11,576        9,026     8,118       19,380      8,340     7,444       19,380
      4         12,155        8,721     7,990       19,380      7,720     7,004       19,380
      5         12,763        8,425     7,720       19,380      7,056     6,368       19,380
      6         13,401        8,138     7,657       19,380      6,338     5,875       19,380
      7         14,071        7,869     7,401       19,380      5,553     5,111       19,380
      8         14,775        7,591     7,353       19,380      4,684     4,461       19,380
      9         15,513        7,330     7,111       19,380      3,712     3,503       19,380
     10         16,289        7,076     7,076       19,380      2,616     2,616       19,380
     11         17,103        6,865     6,865       19,380      1,379     1,379       19,380
     12         17,959        6,659     6,659       19,380         --        --           --
     13         18,856        6,459     6,459       19,380         --        --           --
     14         19,799        6,264     6,264       19,380         --        --           --
     15         20,789        6,073     6,073       19,380         --        --           --
     16         21,829        5,888     5,888       19,380         --        --           --
     17         22,920        5,707     5,707       19,380         --        --           --
     18         24,066        5,531     5,531       19,380         --        --           --
     19         25,270        5,360     5,360       19,380         --        --           --
     20         26,533        5,193     5,193       19,380         --        --           --
     25         33,864        4,420     4,420       19,380         --        --           --
     35         55,160        3,145     3,145       19,380         --        --           --
</TABLE>

 

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

 

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               63
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 55 MALE \ 55 FEMALE
                          INITIAL FACE AMOUNT: $44,053

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS                CURRENT CHARGES*                     GUARANTEED CHARGES**
             ACCUMULATED    ------------------------------------   ------------------------------------
  END OF        AT 5%                       CASH                                   CASH
  CONTRACT    INTEREST       ACCOUNT      SURRENDER      DEATH      ACCOUNT      SURRENDER      DEATH
   YEAR       PER YEAR        VALUE         VALUE       BENEFIT      VALUE         VALUE       BENEFIT
  -------   -------------   ----------   -----------   ---------   ----------   -----------   ---------
  <S>       <C>             <C>          <C>           <C>         <C>          <C>           <C>
      1         10,500         10,902       9,906         44,053      10,902       9,906         44,053
      2         11,025         11,882      10,894         44,053      11,882      10,894         44,053
      3         11,576         12,946      11,970         44,053      12,946      11,970         44,053
      4         12,155         14,103      13,292         44,053      14,103      13,292         44,053
      5         12,763         15,360      14,568         44,053      15,360      14,568         44,053
      6         13,401         16,726      16,159         44,053      16,726      16,159         44,053
      7         14,071         18,210      17,674         44,053      18,210      17,674         44,053
      8         14,775         19,825      19,526         44,053      19,822      19,523         44,053
      9         15,513         21,585      21,331         44,053      21,574      21,320         44,053
     10         16,289         23,505      23,505         44,053      23,477      23,477         44,053
     11         17,103         25,727      25,727         44,053      25,652      25,652         44,053
     12         17,959         28,162      28,162         44,053      28,031      28,031         44,053
     13         18,856         30,830      30,830         44,053      30,640      30,640         44,053
     14         19,799         33,755      33,755         44,053      33,507      33,507         44,053
     15         20,789         36,960      36,960         44,053      36,667      36,667         44,053
     16         21,829         40,479      40,479         46,551      40,154      40,154         46,177
     17         22,920         44,337      44,337         50,102      43,981      43,981         49,699
     18         24,066         48,565      48,565         53,908      48,175      48,175         53,475
     19         25,270         53,202      53,202         57,991      52,774      52,774         57,524
     20         26,533         58,305      58,305         63,553      57,828      57,828         63,033
     25         33,864         92,176      92,176         97,707      91,132      91,132         96,600
     35         55,160        230,373     230,373        241,893     219,404     219,404        230,374
</TABLE>

 

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

 

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

<PAGE>
64                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 55 MALE \ 55 FEMALE
                          INITIAL FACE AMOUNT: $44,053

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                  GUARANTEED CHARGES**
             ACCUMULATED    ---------------------------------   ---------------------------------
  END OF        AT 5%                      CASH                                CASH
  CONTRACT    INTEREST       ACCOUNT    SURRENDER     DEATH      ACCOUNT    SURRENDER     DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT      VALUE       VALUE      BENEFIT
  -------   -------------   ---------   ----------   --------   ---------   ----------   --------
  <S>       <C>             <C>         <C>          <C>        <C>         <C>          <C>
      1         10,500        10,314      9,332       44,053      10,314      9,332       44,053
      2         11,025        10,632      9,669       44,053      10,632      9,669       44,053
      3         11,576        10,954     10,012       44,053      10,954     10,012       44,053
      4         12,155        11,279     10,509       44,053      11,279     10,509       44,053
      5         12,763        11,605     10,860       44,053      11,605     10,860       44,053
      6         13,401        11,941     11,422       44,053      11,931     11,412       44,053
      7         14,071        12,288     11,796       44,053      12,255     11,763       44,053
      8         14,775        12,646     12,383       44,053      12,574     12,311       44,053
      9         15,513        13,015     12,782       44,053      12,885     12,652       44,053
     10         16,289        13,396     13,396       44,053      13,182     13,182       44,053
     11         17,103        13,858     13,858       44,053      13,517     13,517       44,053
     12         17,959        14,337     14,337       44,053      13,834     13,834       44,053
     13         18,856        14,834     14,834       44,053      14,127     14,127       44,053
     14         19,799        15,349     15,349       44,053      14,393     14,393       44,053
     15         20,789        15,883     15,883       44,053      14,624     14,624       44,053
     16         21,829        16,436     16,436       44,053      14,809     14,809       44,053
     17         22,920        17,010     17,010       44,053      14,938     14,938       44,053
     18         24,066        17,606     17,606       44,053      14,991     14,991       44,053
     19         25,270        18,223     18,223       44,053      14,949     14,949       44,053
     20         26,533        18,863     18,863       44,053      14,787     14,787       44,053
     25         33,864        22,433     22,433       44,053      11,078     11,078       44,053
     35         55,160        31,836     31,836       44,053          --         --           --
</TABLE>

 

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

 

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               65
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 55 MALE \ 55 FEMALE
                          INITIAL FACE AMOUNT: $44,053

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS             CURRENT CHARGES*                GUARANTEED CHARGES**
             ACCUMULATED    -------------------------------   -------------------------------
  END OF        AT 5%                    CASH                              CASH
  CONTRACT    INTEREST      ACCOUNT    SURRENDER    DEATH     ACCOUNT    SURRENDER    DEATH
   YEAR       PER YEAR       VALUE       VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  -------   -------------   --------   ---------   --------   --------   ---------   --------
  <S>       <C>             <C>        <C>         <C>        <C>        <C>         <C>
      1         10,500        9,726     8,757       44,053      9,726     8,757       44,053
      2         11,025        9,452     8,512       44,053      9,451     8,512       44,053
      3         11,576        9,177     8,266       44,053      9,177     8,266       44,053
      4         12,155        8,899     8,166       44,053      8,899     8,166       44,053
      5         12,763        8,628     7,920       44,053      8,618     7,910       44,053
      6         13,401        8,365     7,881       44,053      8,331     7,848       44,053
      7         14,071        8,108     7,647       44,053      8,035     7,575       44,053
      8         14,775        7,859     7,619       44,053      7,727     7,489       44,053
      9         15,513        7,616     7,397       44,053      7,403     7,185       44,053
     10         16,289        7,380     7,380       44,053      7,058     7,058       44,053
     11         17,103        7,186     7,186       44,053      6,713     6,713       44,053
     12         17,959        6,996     6,996       44,053      6,334     6,334       44,053
     13         18,856        6,811     6,811       44,053      5,916     5,916       44,053
     14         19,799        6,630     6,630       44,053      5,451     5,451       44,053
     15         20,789        6,453     6,453       44,053      4,932     4,932       44,053
     16         21,829        6,280     6,280       44,053      4,345     4,345       44,053
     17         22,920        6,110     6,110       44,053      3,673     3,673       44,053
     18         24,066        5,945     5,945       44,053      2,896     2,896       44,053
     19         25,270        5,783     5,783       44,053      1,985     1,985       44,053
     20         26,533        5,625     5,625       44,053        910       910       44,053
     25         33,864        4,885     4,885       44,053         --        --           --
     35         55,160        3,633     3,633       44,053         --        --           --
</TABLE>

 

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

 

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

<PAGE>
66                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 65 MALE \ 65 FEMALE
                          INITIAL FACE AMOUNT: $27,778

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS                CURRENT CHARGES*                     GUARANTEED CHARGES**
             ACCUMULATED    ------------------------------------   ------------------------------------
  END OF        AT 5%                       CASH                                   CASH
  CONTRACT    INTEREST       ACCOUNT      SURRENDER      DEATH      ACCOUNT      SURRENDER      DEATH
   YEAR       PER YEAR        VALUE         VALUE       BENEFIT      VALUE         VALUE       BENEFIT
  -------   -------------   ----------   -----------   ---------   ----------   -----------   ---------
  <S>       <C>             <C>          <C>           <C>         <C>          <C>           <C>
      1         10,500         10,897       9,902         27,778      10,897       9,902         27,778
      2         11,025         11,862      10,875         27,778      11,862      10,875         27,778
      3         11,576         12,903      11,927         27,778      12,902      11,926         27,778
      4         12,155         14,037      13,227         27,778      14,021      13,211         27,778
      5         12,763         15,274      14,483         27,778      15,229      14,439         27,778
      6         13,401         16,623      16,057         27,778      16,535      15,969         27,778
      7         14,071         18,094      17,558         27,778      17,948      17,413         27,778
      8         14,775         19,698      19,399         27,778      19,482      19,185         27,778
      9         15,513         21,447      21,193         27,778      21,155      20,902         27,778
     10         16,289         23,354      23,354         27,778      22,988      22,988         27,778
     11         17,103         25,561      25,561         27,778      25,115      25,115         27,778
     12         17,959         27,981      27,981         29,940      27,485      27,485         29,409
     13         18,856         30,632      30,632         32,776      30,076      30,076         32,182
     14         19,799         33,537      33,537         35,550      32,914      32,914         34,889
     15         20,789         36,721      36,721         38,925      36,007      36,007         38,168
     16         21,829         40,211      40,211         42,222      39,396      39,396         41,367
     17         22,920         44,035      44,035         46,238      43,088      43,088         45,243
     18         24,066         48,227      48,227         50,639      47,104      47,104         49,460
     19         25,270         52,820      52,820         55,462      51,466      51,466         54,040
     20         26,533         57,887      57,887         60,782      56,231      56,231         59,043
     25         33,864         91,514      91,514         96,090      86,546      86,546         90,874
     35         55,160        228,720     228,720        231,007     203,577     203,577        205,613
</TABLE>

 

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

 

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               67
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 65 MALE \ 65 FEMALE
                          INITIAL FACE AMOUNT: $27,778

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS              CURRENT CHARGES*                  GUARANTEED CHARGES**
             ACCUMULATED    ---------------------------------   ---------------------------------
  END OF        AT 5%                      CASH                                CASH
  CONTRACT    INTEREST       ACCOUNT    SURRENDER     DEATH      ACCOUNT    SURRENDER     DEATH
   YEAR       PER YEAR        VALUE       VALUE      BENEFIT      VALUE       VALUE      BENEFIT
  -------   -------------   ---------   ----------   --------   ---------   ----------   --------
  <S>       <C>             <C>         <C>          <C>        <C>         <C>          <C>
      1         10,500        10,309      9,327       27,778      10,309      9,327       27,778
      2         11,025        10,612      9,650       27,778      10,612      9,650       27,778
      3         11,576        10,917      9,976       27,778      10,907      9,967       27,778
      4         12,155        11,232     10,463       27,778      11,191     10,423       27,778
      5         12,763        11,556     10,812       27,778      11,460     10,717       27,778
      6         13,401        11,891     11,372       27,778      11,710     11,193       27,778
      7         14,071        12,236     11,744       27,778      11,935     11,445       27,778
      8         14,775        12,592     12,329       27,778      12,126     11,866       27,778
      9         15,513        12,960     12,727       27,778      12,275     12,045       27,778
     10         16,289        13,339     13,339       27,778      12,370     12,370       27,778
     11         17,103        13,799     13,799       27,778      12,451     12,451       27,778
     12         17,959        14,276     14,276       27,778      12,455     12,455       27,778
     13         18,856        14,770     14,770       27,778      12,368     12,368       27,778
     14         19,799        15,283     15,283       27,778      12,172     12,172       27,778
     15         20,789        15,815     15,815       27,778      11,843     11,843       27,778
     16         21,829        16,366     16,366       27,778      11,347     11,347       27,778
     17         22,920        16,937     16,937       27,778      10,641     10,641       27,778
     18         24,066        17,530     17,530       27,778       9,661      9,661       27,778
     19         25,270        18,144     18,144       27,778       8,326      8,326       27,778
     20         26,533        18,781     18,781       27,778       6,527      6,527       27,778
     25         33,864        22,335     22,335       27,778          --         --           --
     35         55,160        31,696     31,696       32,014          --         --           --
</TABLE>

 

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

 

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

<PAGE>
68                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 

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

                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 65 MALE \ 65 FEMALE
                          INITIAL FACE AMOUNT: $27,778

 

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

 

<TABLE>
<CAPTION>
              PREMIUMS             CURRENT CHARGES*                GUARANTEED CHARGES**
             ACCUMULATED    -------------------------------   -------------------------------
  END OF        AT 5%                    CASH                              CASH
  CONTRACT    INTEREST      ACCOUNT    SURRENDER    DEATH     ACCOUNT    SURRENDER    DEATH
   YEAR       PER YEAR       VALUE       VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  -------   -------------   --------   ---------   --------   --------   ---------   --------
  <S>       <C>             <C>        <C>         <C>        <C>        <C>         <C>
      1         10,500        9,721     8,752       27,778      9,721     8,752       27,778
      2         11,025        9,432     8,493       27,778      9,432     8,493       27,778
      3         11,576        9,147     8,236       27,778      9,129     8,220       27,778
      4         12,155        8,869     8,136       27,778      8,809     8,077       27,778
      5         12,763        8,599     7,891       27,778      8,466     7,760       27,778
      6         13,401        8,336     7,852       27,778      8,095     7,614       27,778
      7         14,071        8,080     7,619       27,778      7,687     7,230       27,778
      8         14,775        7,831     7,592       27,778      7,232     6,996       27,778
      9         15,513        7,589     7,370       27,778      6,716     6,499       27,778
     10         16,289        7,354     7,354       27,778      6,122     6,122       27,778
     11         17,103        7,161     7,161       27,778      5,457     5,457       27,778
     12         17,959        6,972     6,972       27,778      4,673     4,673       27,778
     13         18,856        6,787     6,787       27,778      3,747     3,747       27,778
     14         19,799        6,606     6,606       27,778      2,652     2,652       27,778
     15         20,789        6,430     6,430       27,778      1,349     1,349       27,778
     16         21,829        6,257     6,257       27,778         --        --           --
     17         22,920        6,088     6,088       27,778         --        --           --
     18         24,066        5,923     5,923       27,778         --        --           --
     19         25,270        5,762     5,762       27,778         --        --           --
     20         26,533        5,604     5,604       27,778         --        --           --
     25         33,864        4,866     4,866       27,778         --        --           --
     35         55,160        3,619     3,619       27,778         --        --           --
</TABLE>

 

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

 

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

<PAGE>
 
- --------------------------------------------------------------------------------
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To Hartford Life Insurance Company Putnam Capital Manager Trust Separate
Account Five and to the Owners of Units of Interest therein:
 
We have audited the accompanying statement of assets and liabilities of Hartford
Life Insurance Company Putnam Capital Manager Trust Separate Account Five (the
Account) as of December 31, 1997, and the related statement of operations for
the year then ended and statements of changes in net assets for each of the two
years in the period then ended. These financial statements are the
responsibility of the Account's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hartford Life Insurance Company
Putnam Capital Manager Trust Separate Account Five as of December 31, 1997, the
results of its operations for the year then ended and the changes in its net
assets for each of the two years in the period then ended, in conformity with
generally accepted accounting principles.
 
                                         ARTHUR ANDERSEN LLP
 
Hartford, Connecticut
February 16, 1998
<PAGE>
 
- --------------------------------------------------------------------------------
 
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF ASSETS & LIABILITIES
DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                               ASIA PACIFIC    DIVERSIFIED
                                                GROWTH FUND    INCOME FUND
                                                SUB-ACCOUNT    SUB-ACCOUNT
                                               -------------   -----------
<S>                                            <C>             <C>
ASSETS:
Investments:
  Putnam VT Asia Pacific Growth Fund
    Shares                             80,514
    Cost                           $  833,879
    Market Value.............................    $  740,730        --
  Putnam VT Diversified Income Fund
    Shares                            143,001
    Cost                          $ 1,551,529
    Market Value.............................       --         $1,617,344
  Putnam VT Global Asset Allocation Fund
    Shares                             93,870
    Cost                          $ 1,515,021
    Market Value.............................       --             --
  Putnam VT Global Growth Fund
    Shares                            413,698
    Cost                          $ 6,327,394
    Market Value.............................       --             --
  Putnam VT Growth and Income Fund
    Shares                            715,883
    Cost                          $15,788,650
    Market Value.............................       --             --
  Putnam VT High Yield Fund
    Shares                            322,960
    Cost                          $ 3,946,365
    Market Value.............................       --             --
  Putnam VT International Growth Fund
    Shares                             12,773
    Cost                           $  141,514
    Market Value.............................       --             --
  Putnam VT International Growth and Income
   Fund
    Shares                             14,505
    Cost                           $  169,671
    Market Value.............................       --             --
  Due From Hartford Life Insurance Company...       --             --
  Receivable from fund shares sold...........       --             --
                                               -------------   -----------
  Total Assets...............................       740,730     1,617,344
                                               -------------   -----------
LIABILITIES
  Due to Hartford Life Insurance Company.....       --             --
  Payable for fund shares purchased..........       --             --
                                               -------------   -----------
  Total Liabilities..........................       --             --
                                               -------------   -----------
  Net Assets (variable life contract
   liabilities)..............................    $  740,730    $1,617,344
                                               -------------   -----------
                                               -------------   -----------
  Units Owned by Participants................        77,764       115,604
  Unit Price.................................    $ 9.525374    $13.990371
  Contract Liability.........................    $  740,730    $1,617,344
GRAND TOTAL CONTRACT LIABILITY (ALL
  SUB-ACCOUNTS)..............................
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 GLOBAL
                                                  ASSET
                                               ALLOCATION      GLOBAL GROWTH      GROWTH AND    HIGH YIELD    INTERNATIONAL
                                                  FUND             FUND          INCOME FUND       FUND        GROWTH FUND
                                               SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                               -----------   -----------------   ------------   -----------   -------------
<S>                                            <C>           <C>                 <C>            <C>           <C>
ASSETS:
Investments:
  Putnam VT Asia Pacific Growth Fund
    Shares                             80,514
    Cost                           $  833,879
    Market Value.............................      --             --                 --             --            --
  Putnam VT Diversified Income Fund
    Shares                            143,001
    Cost                          $ 1,551,529
    Market Value.............................      --             --                 --             --            --
  Putnam VT Global Asset Allocation Fund
    Shares                             93,870
    Cost                          $ 1,515,021
    Market Value.............................  $1,761,008         --                 --             --            --
  Putnam VT Global Growth Fund
    Shares                            413,698
    Cost                          $ 6,327,394
    Market Value.............................      --           $7,587,216           --             --            --
  Putnam VT Growth and Income Fund
    Shares                            715,883
    Cost                          $15,788,650
    Market Value.............................      --             --             $20,273,813        --            --
  Putnam VT High Yield Fund
    Shares                            322,960
    Cost                          $ 3,946,365
    Market Value.............................      --             --                 --         $4,398,715        --
  Putnam VT International Growth Fund
    Shares                             12,773
    Cost                           $  141,514
    Market Value.............................      --             --                 --             --         $  145,994
  Putnam VT International Growth and Income
   Fund
    Shares                             14,505
    Cost                           $  169,671
    Market Value.............................      --             --                 --             --            --
  Due From Hartford Life Insurance Company...      --               15,330            44,525        15,072        --
  Receivable from fund shares sold...........      --             --                 --             --            --
                                               -----------   -----------------   ------------   -----------   -------------
  Total Assets...............................   1,761,008        7,602,546        20,318,338     4,413,787        145,994
                                               -----------   -----------------   ------------   -----------   -------------
LIABILITIES
  Due to Hartford Life Insurance Company.....      --             --                 --             --            --
  Payable for fund shares purchased..........      --               15,330            44,524        15,073        --
                                               -----------   -----------------   ------------   -----------   -------------
  Total Liabilities..........................      --               15,330            44,524        15,073        --
                                               -----------   -----------------   ------------   -----------   -------------
  Net Assets (variable life contract
   liabilities)..............................  $1,761,008       $7,587,216       $20,273,814    $4,398,714     $  145,994
                                               -----------   -----------------   ------------   -----------   -------------
                                               -----------   -----------------   ------------   -----------   -------------
  Units Owned by Participants................     101,979          485,154           986,326       288,223         12,571
  Unit Price.................................  $17.268298       $15.638791       $ 20.554886    $15.261496     $11.613622
  Contract Liability.........................  $1,761,008       $7,587,216       $20,273,814    $4,398,714     $  145,994
GRAND TOTAL CONTRACT LIABILITY (ALL
  SUB-ACCOUNTS)..............................
 
<CAPTION>
 
                                               INTERNATIONAL
                                                 GROWTH AND
                                                INCOME FUND
                                                SUB-ACCOUNT
                                               --------------
<S>                                            <C>
ASSETS:
Investments:
  Putnam VT Asia Pacific Growth Fund
    Shares                             80,514
    Cost                           $  833,879
    Market Value.............................       --
  Putnam VT Diversified Income Fund
    Shares                            143,001
    Cost                          $ 1,551,529
    Market Value.............................       --
  Putnam VT Global Asset Allocation Fund
    Shares                             93,870
    Cost                          $ 1,515,021
    Market Value.............................       --
  Putnam VT Global Growth Fund
    Shares                            413,698
    Cost                          $ 6,327,394
    Market Value.............................       --
  Putnam VT Growth and Income Fund
    Shares                            715,883
    Cost                          $15,788,650
    Market Value.............................       --
  Putnam VT High Yield Fund
    Shares                            322,960
    Cost                          $ 3,946,365
    Market Value.............................       --
  Putnam VT International Growth Fund
    Shares                             12,773
    Cost                           $  141,514
    Market Value.............................       --
  Putnam VT International Growth and Income
   Fund
    Shares                             14,505
    Cost                           $  169,671
    Market Value.............................   $   167,244
  Due From Hartford Life Insurance Company...       --
  Receivable from fund shares sold...........        20,086
                                               --------------
  Total Assets...............................       187,330
                                               --------------
LIABILITIES
  Due to Hartford Life Insurance Company.....        20,086
  Payable for fund shares purchased..........       --
                                               --------------
  Total Liabilities..........................        20,086
                                               --------------
  Net Assets (variable life contract
   liabilities)..............................   $   167,244
                                               --------------
                                               --------------
  Units Owned by Participants................        14,005
  Unit Price.................................   $ 11.941331
  Contract Liability.........................   $   167,244
GRAND TOTAL CONTRACT LIABILITY (ALL
  SUB-ACCOUNTS)..............................   $68,127,069
</TABLE>
 
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF ASSETS & LIABILITIES (CONTINUED)
DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                               INTERNATIONAL
                                                    NEW
                                               OPPORTUNITIES      MONEY
                                                   FUND        MARKET FUND
                                                SUB-ACCOUNT    SUB-ACCOUNT
                                               -------------   -----------
<S>                                            <C>             <C>
ASSETS
Investments:
  Putnam VT International New Opportunities
   Fund
    Shares                             19,735
    Cost                           $  209,969
    Market Value.............................    $  196,556        --
  Putnam VT Money Market Fund
    Shares                          3,882,579
    Cost                          $ 3,882,579
    Market Value.............................       --         $3,882,579
  Putnam VT New Opportunities Fund
    Shares                            493,099
    Cost                          $ 7,949,648
    Market Value.............................       --             --
  Putnam VT New Value Fund
    Shares                             24,732
    Cost                           $  276,299
    Market Value.............................       --             --
  Putnam VT U.S. Government and High Quality
   Fund
    Shares                            111,765
    Cost                          $ 1,464,129
    Market Value.............................       --             --
  Putnam VT Utilities Growth & Income Fund
    Shares                            115,380
    Cost                          $ 1,522,991
    Market Value.............................       --             --
  Putnam VT Vista Fund
    Shares                             14,832
    Cost                           $  162,542
    Market Value.............................       --             --
  Putnam VT Voyager Fund
    Shares                            331,020
    Cost                          $10,101,037
    Market Value.............................       --             --
  Due From Hartford Life Insurance Company...       --             --
  Receivable from fund shares sold...........       --            100,396
                                               -------------   -----------
  Total Assets...............................       196,556     3,982,975
                                               -------------   -----------
LIABILITIES
  Due to Hartford Life Insurance Company.....       --            100,377
  Payable for fund shares purchased..........       --             --
                                               -------------   -----------
  Total Liabilities..........................       --            100,377
                                               -------------   -----------
  Net Assets (variable life contract
   liabilities)..............................    $  196,556    $3,882,598
                                               -------------   -----------
                                               -------------   -----------
  Units Owned by Participants................        19,676     3,331,393
  Unit Price.................................    $ 9.989509    $ 1.165458
  Contract Liability.........................    $  196,556    $3,882,598
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                                                             U.S. GOVERNMENT
                                                    NEW                         AND HIGH        UTILITIES
                                               OPPORTUNITIES    NEW VALUE     QUALITY BOND     GROWTH AND
                                                   FUND           FUND            FUND         INCOME FUND     VISTA FUND
                                                SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                                               -------------   -----------   ---------------   -----------   ---------------
<S>                                            <C>             <C>           <C>               <C>           <C>
ASSETS
Investments:
  Putnam VT International New Opportunities
   Fund
    Shares                             19,735
    Cost                           $  209,969
    Market Value.............................       --             --             --               --              --
  Putnam VT Money Market Fund
    Shares                          3,882,579
    Cost                          $ 3,882,579
    Market Value.............................       --             --             --               --              --
  Putnam VT New Opportunities Fund
    Shares                            493,099
    Cost                          $ 7,949,648
    Market Value.............................   $10,468,495        --             --               --              --
  Putnam VT New Value Fund
    Shares                             24,732
    Cost                           $  276,299
    Market Value.............................       --         $  290,847         --               --              --
  Putnam VT U.S. Government and High Quality
   Fund
    Shares                            111,765
    Cost                          $ 1,464,129
    Market Value.............................       --             --          $1,499,887          --              --
  Putnam VT Utilities Growth & Income Fund
    Shares                            115,380
    Cost                          $ 1,522,991
    Market Value.............................       --             --             --           $1,977,616          --
  Putnam VT Vista Fund
    Shares                             14,832
    Cost                           $  162,542
    Market Value.............................       --             --             --               --            $  182,730
  Putnam VT Voyager Fund
    Shares                            331,020
    Cost                          $10,101,037
    Market Value.............................       --             --             --               --              --
  Due From Hartford Life Insurance Company...           388        --             --               --              --
  Receivable from fund shares sold...........       --             --             --               --              --
                                               -------------   -----------   ---------------   -----------   ---------------
  Total Assets...............................    10,468,883       290,847       1,499,887       1,977,616           182,730
                                               -------------   -----------   ---------------   -----------   ---------------
LIABILITIES
  Due to Hartford Life Insurance Company.....       --             --             --               --              --
  Payable for fund shares purchased..........           388        --             --               --              --
                                               -------------   -----------   ---------------   -----------   ---------------
  Total Liabilities..........................           388        --             --               --              --
                                               -------------   -----------   ---------------   -----------   ---------------
  Net Assets (variable life contract
   liabilities)..............................   $10,468,495    $  290,847      $1,499,887      $1,977,616        $  182,730
                                               -------------   -----------   ---------------   -----------   ---------------
                                               -------------   -----------   ---------------   -----------   ---------------
  Units Owned by Participants................       529,522        24,732         111,832         102,512            14,830
  Unit Price.................................   $ 19.769721    $11.759921      $13.411936      $19.291514        $12.321288
  Contract Liability.........................   $10,468,495    $  290,847      $1,499,887      $1,977,616        $  182,730
 
<CAPTION>
 
                                               VOYAGER FUND
                                               SUB-ACCOUNT
                                               ------------
<S>                                            <C>
ASSETS
Investments:
  Putnam VT International New Opportunities
   Fund
    Shares                             19,735
    Cost                           $  209,969
    Market Value.............................      --
  Putnam VT Money Market Fund
    Shares                          3,882,579
    Cost                          $ 3,882,579
    Market Value.............................      --
  Putnam VT New Opportunities Fund
    Shares                            493,099
    Cost                          $ 7,949,648
    Market Value.............................      --
  Putnam VT New Value Fund
    Shares                             24,732
    Cost                           $  276,299
    Market Value.............................      --
  Putnam VT U.S. Government and High Quality
   Fund
    Shares                            111,765
    Cost                          $ 1,464,129
    Market Value.............................      --
  Putnam VT Utilities Growth & Income Fund
    Shares                            115,380
    Cost                          $ 1,522,991
    Market Value.............................      --
  Putnam VT Vista Fund
    Shares                             14,832
    Cost                           $  162,542
    Market Value.............................      --
  Putnam VT Voyager Fund
    Shares                            331,020
    Cost                          $10,101,037
    Market Value.............................  $12,936,276
  Due From Hartford Life Insurance Company...       20,187
  Receivable from fund shares sold...........      --
                                               ------------
  Total Assets...............................   12,956,463
                                               ------------
LIABILITIES
  Due to Hartford Life Insurance Company.....      --
  Payable for fund shares purchased..........       20,187
                                               ------------
  Total Liabilities..........................       20,187
                                               ------------
  Net Assets (variable life contract
   liabilities)..............................  $12,936,276
                                               ------------
                                               ------------
  Units Owned by Participants................      639,344
  Unit Price.................................  $ 20.233655
  Contract Liability.........................  $12,936,276
</TABLE>
<PAGE>
 
- --------------------------------------------------------------------------------
 
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                  ASIA                   GLOBAL ASSET
                                                 PACIFIC    DIVERSIFIED   ALLOCATION     GLOBAL     GROWTH AND      HIGH
                                               GROWTH FUND  INCOME FUND      FUND      GROWTH FUND  INCOME FUND  YIELD FUND
                                               SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT   SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT
                                               -----------  -----------  ------------  -----------  -----------  -----------
<S>                                            <C>          <C>          <C>           <C>          <C>          <C>
Investment Income:
  Dividends..................................   $  18,881    $  62,554    $   45,684    $ 155,488    $ 314,190    $ 246,290
                                               -----------  -----------  ------------  -----------  -----------  -----------
CAPITAL GAINS INCOME.........................      --            9,861        78,086      167,244      764,750       28,559
                                               -----------  -----------  ------------  -----------  -----------  -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on security
   transactions..............................      (4,716)         208           985       (6,243)     (11,346)       2,554
  Net unrealized appreciation (depreciation)
   of investments during the period..........    (145,844)      21,960       137,965      601,162    2,573,528      241,895
                                               -----------  -----------  ------------  -----------  -----------  -----------
  Net gain (loss) on investments.............    (150,560)      22,168       138,950      594,919    2,562,182      244,449
                                               -----------  -----------  ------------  -----------  -----------  -----------
  Net increase (decrease) in net assets
   resulting from operations.................   $(131,679)   $  94,583    $  262,720    $ 917,651    $3,641,122   $ 519,298
                                               -----------  -----------  ------------  -----------  -----------  -----------
                                               -----------  -----------  ------------  -----------  -----------  -----------
</TABLE>
 
* From inception, January 2, 1997 to December 31, 1997.
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                               INTERNATIONAL
                                                               INTERNATIONAL        NEW                           NEW
                                               INTERNATIONAL    GROWTH AND     OPPORTUNITIES      MONEY      OPPORTUNITIES
                                                GROWTH FUND     INCOME FUND        FUND        MARKET FUND       FUND
                                                SUB-ACCOUNT    SUB-ACCOUNT*    SUB-ACCOUNT*    SUB-ACCOUNT    SUB-ACCOUNT
                                               -------------   -------------   -------------   -----------   -------------
<S>                                            <C>             <C>             <C>             <C>           <C>
Investment Income:
  Dividends..................................     $2,245          $ 4,968        $    571       $187,676      $  --
                                                  ------       -------------   -------------   -----------   -------------
CAPITAL GAINS INCOME.........................     --               --              --             --             --
                                                  ------       -------------   -------------   -----------   -------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on security
   transactions..............................       (952)             261            (583)        --              (5,661)
  Net unrealized appreciation (depreciation)
   of investments during the period..........      4,480           (2,427)        (13,413)        --           1,909,685
                                                  ------       -------------   -------------   -----------   -------------
  Net gain (loss) on investments.............      3,528           (2,166)        (13,996)        --           1,904,024
                                                  ------       -------------   -------------   -----------   -------------
  Net increase (decrease) in net assets
   resulting from operations.................     $5,773          $ 2,802        $(13,425)      $187,676      $1,904,024
                                                  ------       -------------   -------------   -----------   -------------
                                                  ------       -------------   -------------   -----------   -------------
 
<CAPTION>
                                                                   U.S.
                                                                GOVERNMENT
                                                                 AND HIGH       UTILITIES GROWTH
                                                   NEW         QUALITY BOND           AND
                                                VALUE FUND         FUND           INCOME FUND       VISTA FUND    VOYAGER FUND
 
                                               SUB-ACCOUNT*     SUB-ACCOUNT       SUB-ACCOUNT      SUB-ACCOUNT*   SUB-ACCOUNT
 
                                               ------------   ---------------   ----------------   ------------   ------------
 
<S>                                            <C>            <C>               <C>                <C>            <C>
Investment Income:
  Dividends..................................    $--             $ 83,063           $ 56,715         $    15       $   20,325
 
                                               ------------   ---------------       --------       ------------   ------------
 
CAPITAL GAINS INCOME.........................     --              --                  77,339          --              438,026
 
                                               ------------   ---------------       --------       ------------   ------------
 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on security
   transactions..............................     (2,943)           1,430              4,906          (6,610)           1,878
 
  Net unrealized appreciation (depreciation)
   of investments during the period..........     14,548           25,565            280,202          20,188        2,144,618
 
                                               ------------   ---------------       --------       ------------   ------------
 
  Net gain (loss) on investments.............     11,605           26,995            285,108          13,578        2,146,496
 
                                               ------------   ---------------       --------       ------------   ------------
 
  Net increase (decrease) in net assets
   resulting from operations.................    $11,605         $110,058           $419,162         $13,593       $2,604,847
 
                                               ------------   ---------------       --------       ------------   ------------
 
                                               ------------   ---------------       --------       ------------   ------------
 
</TABLE>
<PAGE>
 
- --------------------------------------------------------------------------------
 
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                            GLOBAL ASSET
                                               ASIA PACIFIC   DIVERSIFIED    ALLOCATION    GLOBAL GROWTH    GROWTH AND
                                               GROWTH FUND    INCOME FUND       FUND           FUND        INCOME FUND
                                               SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT
                                               ------------   -----------   ------------   -------------   ------------
<S>                                            <C>            <C>           <C>            <C>             <C>
OPERATIONS:
  Net investment income (loss)...............   $  18,881     $   62,554     $   45,684     $  155,488     $   314,190
  Capital gains income.......................      --              9,861         78,086        167,244         764,750
  Net realized gain (loss) on security
   transactions..............................      (4,716)           208            985         (6,243)        (11,346)
  Net unrealized appreciation (depreciation)
   of investments during the period..........    (145,844)        21,960        137,965        601,162       2,573,528
                                               ------------   -----------   ------------   -------------   ------------
  Net increase (decrease) in net assets
   resulting from operations.................    (131,679)        94,583        262,720        917,651       3,641,122
                                               ------------   -----------   ------------   -------------   ------------
UNIT TRANSACTIONS:
  Purchases..................................      --             --            --             --              --
  Net transfers..............................      (5,780)       499,003        345,410        880,302       3,372,228
  Surrenders.................................     (17,461)       (27,995)       (30,466)      (273,522)       (399,306)
  Loan withdrawals...........................      (7,128)        (1,526)       (21,786)       (43,107)        (95,139)
  Cost of insurance..........................      (6,464)        (9,419)       (10,616)       (49,753)       (114,975)
                                               ------------   -----------   ------------   -------------   ------------
  Net increase (decrease) in net assets
   resulting from unit transactions..........     (36,833)       460,063        282,542        513,920       2,762,808
                                               ------------   -----------   ------------   -------------   ------------
  Total increase (decrease) in net assets....    (168,512)       554,646        545,262      1,431,571       6,403,930
NET ASSETS:
  Beginning of period........................     909,242      1,062,698      1,215,746      6,155,645      13,869,884
                                               ------------   -----------   ------------   -------------   ------------
  End of period..............................   $ 740,730     $1,617,344     $1,761,008     $7,587,216     $20,273,814
                                               ------------   -----------   ------------   -------------   ------------
                                               ------------   -----------   ------------   -------------   ------------
 
<CAPTION>
 
                                                  HIGH
                                               YIELD FUND
                                               SUB-ACCOUNT
                                               -----------
<S>                                            <C>
OPERATIONS:
  Net investment income (loss)...............  $  246,290
  Capital gains income.......................      28,559
  Net realized gain (loss) on security
   transactions..............................       2,554
  Net unrealized appreciation (depreciation)
   of investments during the period..........     241,895
                                               -----------
  Net increase (decrease) in net assets
   resulting from operations.................     519,298
                                               -----------
UNIT TRANSACTIONS:
  Purchases..................................      --
  Net transfers..............................     738,928
  Surrenders.................................    (149,096)
  Loan withdrawals...........................      16,923
  Cost of insurance..........................     (26,321)
                                               -----------
  Net increase (decrease) in net assets
   resulting from unit transactions..........     580,434
                                               -----------
  Total increase (decrease) in net assets....   1,099,732
NET ASSETS:
  Beginning of period........................   3,298,982
                                               -----------
  End of period..............................  $4,398,714
                                               -----------
                                               -----------
</TABLE>
 
* From inception, January 2, 1997 to December 31, 1997.
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                               INTERNATIONAL
                                                               INTERNATIONAL        NEW                          NEW
                                               INTERNATIONAL    GROWTH AND     OPPORTUNITIES      MONEY      OPPORTUNITIES
                                                GROWTH FUND     INCOME FUND        FUND        MARKET FUND       FUND
                                               SUB-ACCOUNT*    SUB-ACCOUNT*    SUB-ACCOUNT*    SUB-ACCOUNT   SUB-ACCOUNT
                                               -------------   -------------   -------------   -----------   ------------
<S>                                            <C>             <C>             <C>             <C>           <C>
OPERATIONS:
  Net investment income (loss)...............    $  2,245        $  4,968        $    571      $  187,676    $   --
  Capital gains income.......................      --              --              --              --            --
  Net realized gain (loss) on security
   transactions..............................        (952)            261            (583)         --             (5,661)
  Net unrealized appreciation (depreciation)
   of investments during the period..........       4,480          (2,427)        (13,413)         --          1,909,685
                                               -------------   -------------   -------------   -----------   ------------
  Net increase (decrease) in net assets
   resulting from operations.................       5,773           2,802         (13,425)        187,676      1,904,024
                                               -------------   -------------   -------------   -----------   ------------
UNIT TRANSACTIONS:
  Purchases..................................       1,000           1,000           1,000       9,479,089        --
  Net transfers..............................     141,118         164,247         211,827      (9,663,164)     1,158,747
  Surrenders.................................      (1,312)           (664)         (2,118)       (119,388)      (294,057)
  Loan withdrawals...........................      --              --                  (1)       (193,526)       (72,749)
  Cost of insurance..........................        (585)           (141)           (727)        (31,033)       (60,495)
                                               -------------   -------------   -------------   -----------   ------------
  Net increase (decrease) in net assets
   resulting from unit transactions..........     140,221         164,442         209,981        (528,022)       731,446
                                               -------------   -------------   -------------   -----------   ------------
  Total increase (decrease) in net assets....     145,994         167,244         196,556        (340,346)     2,635,470
NET ASSETS:
  Beginning of period........................      --              --              --           4,222,944      7,833,025
                                               -------------   -------------   -------------   -----------   ------------
  End of period..............................    $145,994        $167,244        $196,556      $3,882,598    $10,468,495
                                               -------------   -------------   -------------   -----------   ------------
                                               -------------   -------------   -------------   -----------   ------------
 
<CAPTION>
                                                              U.S. GOVERNMENT
                                                                 AND HIGH        UTILITIES
                                                   NEW         QUALITY BOND     GROWTH AND
                                                VALUE FUND         FUND         INCOME FUND    VISTA FUND    VOYAGER FUND
 
                                               SUB-ACCOUNT*     SUB-ACCOUNT     SUB-ACCOUNT   SUB-ACCOUNT*   SUB-ACCOUNT
 
                                               ------------   ---------------   -----------   ------------   ------------
 
<S>                                            <C>            <C>               <C>           <C>            <C>
OPERATIONS:
  Net investment income (loss)...............    $ --           $   83,063      $   56,715      $     15     $    20,325
 
  Capital gains income.......................      --              --               77,339        --             438,026
 
  Net realized gain (loss) on security
   transactions..............................      (2,943)           1,430           4,906        (6,610)          1,878
 
  Net unrealized appreciation (depreciation)
   of investments during the period..........      14,548           25,565         280,202        20,188       2,144,618
 
                                               ------------   ---------------   -----------   ------------   ------------
 
  Net increase (decrease) in net assets
   resulting from operations.................      11,605          110,058         419,162        13,593       2,604,847
 
                                               ------------   ---------------   -----------   ------------   ------------
 
UNIT TRANSACTIONS:
  Purchases..................................       1,000          --               --             1,000         --
 
  Net transfers..............................     287,299          135,429         126,503       170,550       1,437,360
 
  Surrenders.................................      (8,127)         (24,042)        (29,456)       (1,924)       (346,502)
 
  Loan withdrawals...........................      --               (1,568)        (10,900)       --             (87,887)
 
  Cost of insurance..........................        (930)          (9,754)        (12,352)         (489)        (73,765)
 
                                               ------------   ---------------   -----------   ------------   ------------
 
  Net increase (decrease) in net assets
   resulting from unit transactions..........     279,242          100,065          73,795       169,137         929,206
 
                                               ------------   ---------------   -----------   ------------   ------------
 
  Total increase (decrease) in net assets....     290,847          210,123         492,957       182,730       3,534,053
 
NET ASSETS:
  Beginning of period........................      --            1,289,764       1,484,659        --           9,402,223
 
                                               ------------   ---------------   -----------   ------------   ------------
 
  End of period..............................    $290,847       $1,499,887      $1,977,616      $182,730     $12,936,276
 
                                               ------------   ---------------   -----------   ------------   ------------
 
                                               ------------   ---------------   -----------   ------------   ------------
 
</TABLE>
<PAGE>
 
- --------------------------------------------------------------------------------
 
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                                                  ASIA                      GLOBAL ASSET
                                                 PACIFIC     DIVERSIFIED     ALLOCATION    GLOBAL GROWTH
                                               GROWTH FUND   INCOME FUND        FUND           FUND
                                               SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
                                               -----------   -----------   --------------  -------------
<S>                                            <C>           <C>           <C>             <C>
OPERATIONS:
  Net investment income (loss)...............  $    6,265    $   45,501     $     31,236    $   78,177
  Capital gains income.......................      --            --               20,497       113,882
  Net realized gain(loss) on security
   transactions..............................          40         1,025              235         2,172
  Net unrealized appreciation (depreciation)
   of investments during the period..........      45,583        30,289           79,432       532,876
                                               -----------   -----------   --------------  -------------
  Net increase (decrease) in net assets
   resulting from operations.................      51,888        76,815          131,400       727,107
                                               -----------   -----------   --------------  -------------
UNIT TRANSACTIONS:
  Purchases..................................      --            --             --             --
  Net transfers..............................     663,703       678,615          565,848     2,987,293
  Surrenders.................................     (12,187)      (13,614)         (14,996)      (92,194)
  Loan withdrawals...........................     (49,778)       (4,620)         (12,089)      (56,759)
  Cost of insurance..........................      (4,323)       (6,234)          (5,795)      (31,793)
                                               -----------   -----------   --------------  -------------
  Net increase (decrease) in net assets
   resulting from unit transactions..........     597,415       654,147          532,968     2,806,547
                                               -----------   -----------   --------------  -------------
  Total increase (decrease) in net assets....     649,303       730,962          664,368     3,533,654
NET ASSETS:
  Beginning of period........................     259,939       331,736          551,378     2,621,991
                                               -----------   -----------   --------------  -------------
  End of Period..............................  $  909,242    $1,062,698     $  1,215,746    $6,155,645
                                               -----------   -----------   --------------  -------------
                                               -----------   -----------   --------------  -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                            U.S. GOVERNMENT
                                                                                                 NEW           AND HIGH
                                                GROWTH AND       HIGH       MONEY MARKET    OPPORTUNITIES    QUALITY BOND
                                               INCOME FUND    YIELD FUND        FUND            FUND             FUND
                                               SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT
                                               ------------   -----------   -------------   -------------   ---------------
<S>                                            <C>            <C>           <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)...............  $   341,685    $  163,141    $     203,725    $  --            $   58,449
  Capital gains income.......................      154,926        --             --             --               --
  Net realized gain(loss) on security
   transactions..............................        2,902         1,565         --               1,419           (1,338)
  Net unrealized appreciation (depreciation)
   of investments during the period..........    1,519,519       157,435         --             325,785          (12,239)
                                               ------------   -----------   -------------   -------------   ---------------
  Net increase (decrease) in net assets
   resulting from operations.................    2,019,032       322,141          203,725       327,204           44,872
                                               ------------   -----------   -------------   -------------   ---------------
UNIT TRANSACTIONS:
  Purchases..................................      --             --           24,879,746       --               --
  Net transfers..............................    7,006,259     1,317,440      (24,660,575)    4,703,270          675,522
  Surrenders.................................     (298,205)      (83,011)         (89,459)     (170,255)         (16,556)
  Loan withdrawals...........................      (46,401)      (35,554)      (1,308,364)      (37,499)         (19,784)
  Cost of insurance..........................      (65,790)      (18,659)         (42,734)      (38,655)          (7,295)
                                               ------------   -----------   -------------   -------------   ---------------
  Net increase (decrease) in net assets
   resulting from unit transactions..........    6,595,863     1,180,216       (1,221,386)    4,456,861          631,887
                                               ------------   -----------   -------------   -------------   ---------------
  Total increase (decrease) in net assets....    8,614,895     1,502,357       (1,017,661)    4,784,065          676,759
NET ASSETS:
  Beginning of period........................    5,254,989     1,796,625        5,240,605     3,048,960          613,005
                                               ------------   -----------   -------------   -------------   ---------------
  End of Period..............................  $13,869,884    $3,298,982    $   4,222,944    $7,833,025       $1,289,764
                                               ------------   -----------   -------------   -------------   ---------------
                                               ------------   -----------   -------------   -------------   ---------------
 
<CAPTION>
 
                                                UTILITIES
                                               GROWTH AND
                                               INCOME FUND   VOYAGER FUND
                                               SUB-ACCOUNT   SUB-ACCOUNT
                                               -----------   ------------
<S>                                            <C>           <C>
OPERATIONS:
  Net investment income (loss)...............  $   35,664     $  103,280
  Capital gains income.......................      --            200,850
  Net realized gain(loss) on security
   transactions..............................         749          1,457
  Net unrealized appreciation (depreciation)
   of investments during the period..........     144,600        388,867
                                               -----------   ------------
  Net increase (decrease) in net assets
   resulting from operations.................     181,013        694,454
                                               -----------   ------------
UNIT TRANSACTIONS:
  Purchases..................................      --            --
  Net transfers..............................     725,689      5,336,934
  Surrenders.................................     (22,040)      (138,165)
  Loan withdrawals...........................     (29,987)       (66,110)
  Cost of insurance..........................      (8,113)       (45,984)
                                               -----------   ------------
  Net increase (decrease) in net assets
   resulting from unit transactions..........     665,549      5,086,675
                                               -----------   ------------
  Total increase (decrease) in net assets....     846,562      5,781,129
NET ASSETS:
  Beginning of period........................     638,097      3,621,094
                                               -----------   ------------
  End of Period..............................  $1,484,659     $9,402,223
                                               -----------   ------------
                                               -----------   ------------
</TABLE>
<PAGE>
 
- --------------------------------------------------------------------------------
 
               PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE
                        HARTFORD LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1997
 
 1. ORGANIZATION:
    Putnam Capital Manager Trust Separate Account Five (the Account) is a
separate investment account within Hartford Life Insurance Company (the Company)
and is registered with the Securities and Exchange Commission (SEC) as a unit
investment trust under the Investment Company Act of 1940, as amended. Both the
Company and the Account are subject to supervision and regulation by the
Department of Insurance of the State of Connecticut and the SEC. The Account
invests deposits by variable life contractholders of the Company in various
mutual funds (the Funds) as directed by the contractholders.
 
 2. SIGNIFICANT ACCOUNTING POLICIES:
    The following is a summary of significant accounting policies of the
Account, which are in accordance with generally accepted accounting principles
in the investment company industry:
 
    a) SECURITY TRANSACTIONS--Security transactions are recorded on the trade
date (date the order to buy or sell is executed). Cost of investments sold is
determined on the basis of identified cost. Dividend and capital gains income
are accrued as of the ex-dividend date. Capital gains income represents
dividends from the Funds which are characterized as capital gains under tax
regulations.
 
    b) SECURITY VALUATION--The investments in shares of the Funds are valued at
the closing net asset value per share as determined by the appropriate Fund as
of December 31, 1997.
 
    c) FEDERAL INCOME TAXES--The operations of the Account form a part of, and
are taxed with, the total operations of the Company, which is taxed as an
insurance company under the Internal Revenue Code. Under current law, no federal
income taxes are payable with respect to the operations of the Account.
 
    d) USE OF ESTIMATES--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the financial statements and the reported amounts
of income and expenses during the period. Operating results in the future could
vary from the amounts derived from management's estimates.
 
 3. ADMINISTRATION OF THE ACCOUNT AND
   RELATED CHARGES:
 
    In accordance with the terms of the contracts, the Company makes deductions
for mortality and expense undertakings, cost of insurance, and administrative
fees. These charges are deducted through termination of units of interest from
applicable contract owners' accounts, in accordance with the terms of the
contracts.
<PAGE>
 
- --------------------------------------------------------------------------------
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To Hartford Life Insurance Company:
 
We have audited the accompanying Consolidated Balance Sheets of Hartford Life
Insurance Company (the "Company") and subsidiaries as of December 31, 1997 and
1996, and the related Consolidated Statements of Income, Stockholder's Equity
and Cash Flows for each of the three years in the period ended December 31,
1997. These consolidated financial statements and the schedules referred to
below are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and schedules based on our
audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Hartford Life
Insurance Company and subsidiaries as of December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997, in conformity with generally accepted
accounting principles.
 
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in Index to
Consolidated Financial Statements and Schedules are presented for the purpose of
complying with the Securities and Exchange Commission's rules and are not part
of the basic financial statements. These schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
 
                                         ARTHUR ANDERSEN LLP
 
Hartford, Connecticut
January 27, 1998
<PAGE>
 
- --------------------------------------------------------------------------------
 
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
                                                        FOR THE YEARS ENDED
                                                            DECEMBER 31,
                                                      ------------------------
                                                       1997     1996     1995
                                                      ------   ------   ------
                                                           (IN MILLIONS)
 <S>                                                  <C>      <C>      <C>
 Revenues
   Premiums and other considerations...............   $1,637   $1,705   $1,487
   Net investment income...........................    1,368    1,397    1,328
   Net realized capital gains (losses).............        4     (213)     (11)
                                                      ------   ------   ------
     Total revenues................................    3,009    2,889    2,804
                                                      ------   ------   ------
 Benefits, claims and expenses
   Benefits, claims and claim adjustment
    expenses.......................................    1,379    1,535    1,422
   Amortization of deferred policy acquisition
    costs..........................................      335      234      199
   Dividends to policyholders......................      240      635      675
   Other expenses..................................      586      427      317
                                                      ------   ------   ------
     Total benefits, claims and expenses...........    2,540    2,831    2,613
                                                      ------   ------   ------
   Income before income tax expense................      469       58      191
   Income tax expense..............................      167       20       62
                                                      ------   ------   ------
 Net income........................................   $  302   $   38   $  129
                                                      ------   ------   ------
                                                      ------   ------   ------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
<PAGE>
 
- --------------------------------------------------------------------------------
 
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                       AS OF DECEMBER
                                                             31,
                                                      -----------------
                                                       1997      1996
                                                      -------   -------
 <S>                                                  <C>       <C>
                                                        (IN MILLIONS,
                                                      EXCEPT FOR SHARE
                                                            DATA)
 Assets
   Investments
   Fixed maturities, available for sale, at fair
    value (amortized cost of $13,885 and
    $13,579).......................................   $14,176   $13,624
   Equity securities, at fair value................       180       119
   Policy loans, at outstanding balance............     3,756     3,836
   Other investments, at cost......................        47        56
                                                      -------   -------
     Total investments.............................    18,159    17,635
   Cash............................................        54        43
   Premiums receivable and agents' balances........        18       137
   Accrued investment income.......................       330       407
   Reinsurance recoverables........................     6,325     6,259
   Deferred policy acquisition costs...............     3,315     2,760
   Deferred income tax.............................       348       474
   Other assets....................................       352       357
   Separate account assets.........................    69,055    49,690
                                                      -------   -------
     Total assets..................................   $97,956   $77,762
                                                      -------   -------
                                                      -------   -------
 
 Liabilities
   Future policy benefits..........................   $ 3,270   $ 2,474
   Other policyholder funds........................    21,034    22,134
   Other liabilities...............................     2,254     1,572
   Separate account liabilities....................    69,055    49,690
                                                      -------   -------
     Total liabilities.............................    95,613    75,870
                                                      -------   -------
 
 Stockholder's Equity
   Common stock -- 1,000 shares authorized, issued
    and outstanding, par value $5,690..............         6         6
   Additional paid in capital......................     1,045     1,045
   Net unrealized capital gains on securities, net
    of tax.........................................       179        30
   Retained earnings...............................     1,113       811
                                                      -------   -------
     Total stockholder's equity....................     2,343     1,892
                                                      -------   -------
   Total liabilities and stockholder's equity......   $97,956   $77,762
                                                      -------   -------
                                                      -------   -------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
<PAGE>
 
- --------------------------------------------------------------------------------
 
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
 
<TABLE>
<CAPTION>
                                                                    NET UNREALIZED
                                                                     CAPITAL GAINS
                                                     ADDITIONAL       (LOSSES) ON                       TOTAL
                                           COMMON     PAID IN         SECURITIES,      RETAINED     STOCKHOLDER'S
                                           STOCK      CAPITAL         NET OF TAX       EARNINGS        EQUITY
                                           ------  --------------   ---------------   -----------   -------------
 <S>                                       <C>     <C>              <C>               <C>           <C>
                                                                       (IN MILLIONS)
 Balance, December 31, 1994..............    $6        $  826            $(654)         $  644         $  822
   Net income............................    --            --              --              129            129
   Capital contribution..................    --           181              --               --            181
   Change in net unrealized capital gains
    (losses) on securities, net of tax...    --            --             597               --            597
                                             --
                                                       ------          ------         -----------      ------
 Balance, December 31, 1995..............     6         1,007             (57)             773          1,729
   Net income............................    --            --              --               38             38
   Capital contribution..................    --            38              --               --             38
   Change in net unrealized capital gains
    (losses) on securities, net of tax...    --            --              87               --             87
                                             --
                                                       ------          ------         -----------      ------
 Balance, December 31, 1996..............     6         1,045              30              811          1,892
   Net income............................    --            --              --              302            302
   Change in net unrealized capital gains
    (losses) on securities, net of tax...    --            --             149               --            149
                                             --
                                                       ------          ------         -----------      ------
 Balance, December 31, 1997..............    $6        $1,045            $179           $1,113         $2,343
                                             --
                                             --
                                                       ------          ------         -----------      ------
                                                       ------          ------         -----------      ------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
<PAGE>
 
- --------------------------------------------------------------------------------
 
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                           FOR THE YEARS ENDED DECEMBER
                                                       31,
                                          ------------------------------
                                            1997       1996       1995
                                          --------   --------   --------
                                                  (IN MILLIONS)
<S>                                       <C>        <C>        <C>
Operating Activities
  Net income............................  $    302   $     38   $    129
  Adjustments to reconcile net income to
   cash provided by operating activities
  Depreciation and amortization.........         8         14         21
  Net realized capital (gains) losses...        (4)       213         11
  Decrease (increase) in deferred income
   taxes................................        40       (102)      (172)
  Increase in deferred policy
   acquisition costs....................      (555)      (572)      (379)
  Decrease (increase) in premiums
   receivable and agents' balances......       119         10        (81)
  Decrease (increase) in accrued
   investment income....................        77        (13)       (16)
  Decrease (increase) in other assets...        52       (132)      (177)
  (Increase) decrease in reinsurance
   recoverables.........................      (416)       179        (35)
  Increase (decrease) in liabilities for
   future policy benefits...............       796        (92)       483
  Increase in other liabilities.........       379        477        281
                                          --------   --------   --------
    Cash provided by operating
     activities.........................       798         20         65
                                          --------   --------   --------
Investing Activities
  Purchases of fixed maturity
   investments..........................    (6,231)    (5,747)    (6,228)
  Sales of fixed maturity investments...     4,232      3,459      4,845
  Maturities and principal paydowns of
   fixed maturity investments...........     2,329      2,693      1,741
  Net sales (purchases) of other
   investments..........................        24       (107)      (871)
  Net (purchases) sales of short-term
   investments..........................      (638)        84        (24)
                                          --------   --------   --------
    Cash (used for) provided by
     investing activities...............      (284)       382       (537)
                                          --------   --------   --------
Financing Activities
  Capital contribution..................        --         38         --
  Net (disbursements for) receipts from
   investment and universal life-type
   contracts (charged against) credited
   to policyholder accounts.............      (503)      (443)       498
                                          --------   --------   --------
    Cash (used for) provided by
     financing activities...............      (503)      (405)       498
                                          --------   --------   --------
  Increase (decrease) in cash...........        11         (3)        26
  Cash -- beginning of year.............        43         46         20
                                          --------   --------   --------
  Cash -- end of year...................  $     54   $     43   $     46
                                          --------   --------   --------
                                          --------   --------   --------
Supplemental Disclosure of Cash Flow
 Information:
  Net Cash Paid During the Year for:
  Income taxes..........................  $      9   $    189   $    162
 
Noncash Financing Activities:
  Capital contribution..................  $     --   $     --   $    181
                                          --------   --------   --------
                                          --------   --------   --------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
<PAGE>
 
- --------------------------------------------------------------------------------
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   (DOLLAR AMOUNTS IN MILLIONS EXCEPT PER SHARE DATA UNLESS OTHERWISE STATED)
 
 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
 
    These consolidated financial statements include Hartford Life Insurance
Company and its wholly-owned subsidiaries (the "Company"), ITT Hartford Life and
Annuity Insurance Company ("ILA") and ITT Hartford International Life
Reassurance Corporation ("HLRe"), formerly American Skandia Life Reinsurance
Corporation. The Company is a wholly-owned subsidiary of Hartford Life and
Accident Insurance Company ("HLA"), a wholly-owned subsidiary of Hartford Life,
Inc. ("Hartford Life"). Hartford Life is a direct subsidiary of Hartford
Accident and Indemnity Company ("HA&I"), an indirect subsidiary of The Hartford
Financial Services Group, Inc. ("The Hartford"). On February 10, 1997, Hartford
Life filed a registration statement, as amended, with the Securities and
Exchange Commission relating to an Initial Public Offering ("IPO") of the
Hartford Life's Class A Common Stock. Pursuant to the IPO on May 22, 1997,
Hartford Life sold to the public 26 million shares at $28.25 per share and
received net proceeds of $687. Of the proceeds, $527 was used to retire debt
related to Hartford Life's outstanding promissory notes and line of credit with
the remaining $160 contributed by Hartford Life to HLA to support growth in its
core businesses.
 
    On December 19, 1995, ITT Industries, Inc. (formerly ITT Corporation)
("ITT") distributed all the outstanding shares of capital stock of The Hartford
to ITT stockholders of record on such date. As a result, The Hartford became an
independent, publicly traded company.
 
    Along with its parent, the Company is a leading insurance and financial
services company which provides (a) investment products such as individual
variable annuities and fixed market value adjusted annuities, deferred
compensation and retirement plan services and mutual funds for savings and
retirement needs; (b) life insurance for income protection and estate planning;
and (c) employee benefits products such as group life and group disability
insurance and corporate owned life insurance.
 
 2. SIGNIFICANT ACCOUNTING POLICIES
 
(A) BASIS OF PRESENTATION
 
    These consolidated financial statements present the financial position,
results of operations and cash flows of the Company. All material intercompany
transactions and balances between the Company, its subsidiaries and affiliates
have been eliminated. The consolidated financial statements are prepared on the
basis of generally accepted accounting principles which differ materially from
the statutory accounting practices prescribed by various insurance regulatory
authorities.
 
    The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The most
significant estimates include those used in determining deferred policy
acquisition costs and the liability for future policy benefits and other
policyholder funds. Although some variability is inherent in these estimates,
management believes the amounts provided are adequate.
 
    Certain reclassifications have been made to prior year financial information
to conform to the current year presentation.
 
(B) CHANGES IN ACCOUNTING PRINCIPLES
 
    In December 1997, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") No. 97-3 "Accounting by Insurance
and Other Enterprises for Insurance Related Assessments". This SOP provides
guidance on accounting by insurance and other enterprises for assessments
related to insurance activities. Specifically, the SOP provides guidance on when
a guaranty fund or other assessment should be recognized, how to measure the
liability, and what information should be disclosed. This SOP will be effective
for fiscal years beginning after December 15, 1998. Adoption of SOP 97-3 is not
expected to have a material impact on the Company's financial condition or
results of operations.
 
    On November 14, 1996, the Emerging Issues Task Force ("EITF") reached a
consensus on Issue No. 96-12, "Recognition of Interest Income and Balance Sheet
Classification of Structured Notes". This EITF issue requires companies to
record income on certain structured securities on a retrospective interest
method. The Company adopted EITF No. 96-12 for structured securities acquired
after November 14, 1996. Adoption of EITF No. 96-12 did not have a material
effect on the Company's financial condition or results of operations.
 
    In June 1996, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities"
which is effective for transfers and servicing of financial
<PAGE>
 
- --------------------------------------------------------------------------------
 
assets and extinguishments of liabilities occurring after December 31, 1996.
This statement established criteria for determining whether transferred assets
should be accounted for as sales or secured borrowings. Subsequently, in
December 1996, the FASB issued SFAS No. 127, "Deferral of Effective Date of
Certain Provisions of FASB Statement No. 125", which defers the effective date
of certain provisions of SFAS No. 125 for one year. Adoption of SFAS No. 125 is
not expected to have a material effect on the Company's financial condition or
results of operations.
 
    Effective January 1, 1996, the Company adopted SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of". This statement establishes accounting standards for the impairment of
long-lived assets, certain identifiable intangibles, and goodwill related to
those assets to be held and used and for long-lived assets and certain
identifiable intangibles to be disposed of. Adoption of SFAS No. 121 did not
have a material effect on the Company's financial condition or results of
operations.
 
    The Company's cash flows were not impacted by these changes in accounting
principles.
 
(C) REVENUE RECOGNITION
 
    Revenues for universal life-type policies and investment products consist of
policy charges for the cost of insurance, policy administration and surrender
charges assessed to policy account balances and are recognized in the period in
which services are provided. Premiums for traditional life insurance and
disability policies are recognized as revenues when they are due from
policyholders.
 
(D) FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS
 
    Liabilities for future policy benefits are computed by the net level premium
method using interest rate assumptions varying from 3% to 11% and withdrawal and
mortality assumptions appropriate at the time the policies were issued. Health
reserves, which are the result of sales of group long-term and short-term
disability, stop loss, Medicare Supplement and individual disability products,
are stated at amounts determined by estimates on individual cases and estimates
of unreported claims based on past experience. Liabilities for universal
life-type and investment contracts are stated at policyholder account values
before surrender charges.
 
(E) POLICYHOLDER REALIZED CAPITAL GAINS AND LOSSES
 
    Realized capital gains and losses on security transactions associated with
the Company's immediate participation guaranteed contracts are excluded from
revenues and deferred over the expected maturity of the securities, since under
the terms of the contracts the realized gains and losses will be credited to
policyholders in future years as they are entitled to receive them.
 
(F) INVESTMENTS
 
    The Company's investments in fixed maturities include bonds and commercial
paper which are considered "available for sale" and accordingly are carried at
fair value with the after-tax difference from cost reflected as a component of
Stockholder's Equity designated "Net unrealized capital gains (losses) on
securities, net of tax". Equity securities, which include common and
non-redeemable preferred stocks, are carried at fair values with the after-tax
difference from cost reflected in Stockholder's Equity. Policy loans are carried
at outstanding balance which approximates fair value. Net realized capital gains
and losses, after deducting pension policyholders' share, are reported as a
component of revenue and are determined on a specific identification basis.
 
    The Company's accounting policy for impairment requires recognition of an
other than temporary impairment charge on a security if it is determined that
the Company is unable to recover all amounts due under the contractual
obligations of the security. In addition, for securities expected to be sold, an
other than temporary impairment charge is recognized if the Company does not
expect the fair value of a security to recover to cost or amortized cost prior
to the expected date of sale. Once an impairment charge has been recorded, the
Company then continues to review the other than temporarily impaired securities
for appropriate valuation on an on-going basis.
 
    During 1996, it was determined that certain individual securities within the
investment portfolio supporting the Company's block of guaranteed rate contract
business written prior to 1995 ("Closed Book GRC") could not recover to
amortized cost prior to sale. Therefore, an other than temporary impairment loss
of $88, after-tax, was recorded.
 
(G) DERIVATIVE INSTRUMENTS
 
    The Company uses a variety of derivative instruments including swaps, caps,
floors, forwards and exchange traded financial futures and options as part of an
overall risk management strategy. These instruments are used as a means of
hedging exposure to price, foreign currency and/ or interest rate risk on
planned investment purchases or existing assets and liabilities. The Company
does not hold or issue derivative instruments for trading purposes. The
Company's accounting for derivative instruments used to manage risk is in
accordance with the concepts established in SFAS No. 80, "Accounting for Futures
Contracts", SFAS No. 52, "Foreign Currency Translation", AICPA SOP 86-2,
"Accounting for Options" and various EITF pronouncements. Written options are
used, in all cases in conjunction with other assets and derivatives, as part of
the Company's asset and liability management strategy. Derivative instruments
are carried at values consistent with the asset or liability being hedged.
Derivative instruments used to hedge fixed maturities or equity securities are
carried at fair value
<PAGE>
 
- --------------------------------------------------------------------------------
 
with the after-tax difference from cost reflected in Stockholder's Equity.
Derivative instruments used to hedge other invested assets or liabilities are
carried at cost.
 
    Derivative instruments must be designated at inception as a hedge and
measured for effectiveness both at inception and on an on-going basis. The
Company's minimum correlation threshold for hedge designation is 80%. If
correlation, which is assessed monthly and measured based on a rolling three
month average, falls below 80%, hedge accounting will be terminated. Derivative
instruments used to create a synthetic asset must meet synthetic accounting
criteria including designation at inception and consistency of terms between the
synthetic and the instrument being replicated. Consistent with industry
practice, synthetic instruments are accounted for like the financial instrument
it is intended to replicate. Derivative instruments which fail to meet risk
management criteria, subsequent to acquisition, are marked to market with the
impact reflected in the Consolidated Statements of Income.
 
    Gains or losses on financial futures contracts entered into in anticipation
of the investment of future receipt of product cash flows are deferred and, at
the time of the ultimate investment purchase, reflected as an adjustment to the
cost basis of the purchased asset. Gains or losses on futures used in invested
asset risk management are deferred and adjusted into the cost basis of the
hedged asset when the contract futures are closed, except for futures used in
duration hedging which are deferred and basis adjusted on a quarterly basis. The
basis adjustments are amortized into net investment income over the remaining
asset life.
 
    Open forward commitment contracts are marked to market through Stockholder's
Equity. Such contracts are accounted for at settlement by recording the purchase
of the specified securities at the previously committed price. Gains or losses
resulting from the termination of forward commitment contracts before the
delivery of the securities are recognized immediately in the Consolidated
Statements of Income as a component of net investment income.
 
    The cost of options entered into as part of a risk management strategy are
basis adjusted to the underlying asset or liability and amortized over the
remaining life of the option. Gains or losses on expiration or termination are
adjusted into the basis of the underlying asset or liability and amortized over
the remaining asset life.
 
    Interest rate swaps involve the periodic exchange of payments without the
exchange of underlying principal or notional amounts. Net receipts or payments
are accrued and recognized over the life of the swap agreement as an adjustment
to investment income. Should the swap be terminated, the gain or loss is
adjusted into the basis of the asset or liability and amortized over the
remaining life. Should the hedged asset be sold or liability terminated without
terminating the swap position, any swap gains or losses are immediately
recognized in net investment income. Interest rate swaps purchased in
anticipation of an asset purchase ("anticipatory transaction") are recognized
consistent with the underlying asset components such that the settlement
component is recognized in the Consolidated Statements of Income while the
change in market value is recognized as an unrealized capital gain or loss.
 
    Premiums paid on purchased floor or cap agreements and the premium received
on issued cap or floor agreements (used for risk management) are adjusted into
the basis of the applicable asset and amortized over the asset life. Gains or
losses on termination of such positions are adjusted into the basis of the asset
or liability and amortized over the remaining asset life. Net payments are
recognized as an adjustment to income or basis adjusted and amortized depending
on the specific hedge strategy.
 
    Forward exchange contracts and foreign currency swaps are accounted for in
accordance with SFAS No. 52. Changes in the spot rate of instruments designated
as hedges of the net investment in a foreign subsidiary are reflected in the
cumulative translation adjustments component of Stockholder's Equity. Cash flows
from futures, options, and swaps, accounted for as hedges, are included with the
cash flows of the item being hedged.
 
(H) SEPARATE ACCOUNTS
 
    The Company maintains separate account assets and liabilities which are
reported at fair value. Separate account assets are segregated from other
investments, and investment income and gains and losses accrue directly to the
policyholders. Separate accounts reflect two categories of risk assumption:
non-guaranteed separate accounts, wherein the policyholder assumes the
investment risk, and guaranteed separate account assets, wherein the Company
contractually guarantees either a minimum return or account value to the
policyholder.
 
(I) DEFERRED POLICY ACQUISITION COSTS
 
    Policy acquisition costs, which include commissions and certain underwriting
expenses associated with acquiring business, are deferred and amortized over the
estimated lives of the contracts, generally 20 years. Generally, acquisition
costs are deferred and amortized using the retrospective deposit method. Under
the retrospective deposit method, acquisition costs are amortized in proportion
to the present value of expected gross profits from surrender charges,
investment, mortality and expense margins. Actual gross profits can vary from
management's estimates resulting in increases or decreases in the rate of
amortization. Management periodically updates these estimates, when appropriate,
and evaluates the recoverability of the deferred acquisition cost asset. When
appropriate, management revises its assumptions on the estimated gross profits
of these contracts and the cumulative amortization
<PAGE>
 
- --------------------------------------------------------------------------------
 
for the books of business are reestimated and adjusted by a cumulative charge or
credit to income.
 
    The Company's other expenses include the following:
 
<TABLE>
<CAPTION>
                                          1997       1996       1995
                                        ---------  ---------  ---------
<S>                                     <C>        <C>        <C>
Commissions...........................  $     976  $     848  $     619
Deferred acquisition costs............       (862)      (823)      (618)
Other.................................        472        402        316
                                        ---------  ---------  ---------
    Total other expenses..............  $     586  $     427  $     317
                                        ---------  ---------  ---------
                                        ---------  ---------  ---------
</TABLE>
 
(J) DIVIDENDS TO POLICYHOLDERS
 
    Certain life insurance policies contain dividend payment provisions that
enable the policyholder to participate in the earnings of the life insurance
subsidiaries of the Company. The participating insurance in force accounted for
55%, 44%, and 41% in 1997, 1996, and 1995, respectively, of total insurance in
force.
 
 3. INITIAL PUBLIC OFFERING
 
    On February 10, 1997, Hartford Life filed a registration statement, as
amended, with the Securities and Exchange Commission, relating to the IPO of
Hartford Life's Class A Common Stock. Pursuant to the IPO on May 22, 1997,
Hartford Life sold to the public 26 million shares at $28.25 per share and
received proceeds, net of offering expenses, of $687. Of the proceeds, $527 was
used to retire debt related to Hartford Life's promissory notes outstanding and
line of credit. The remaining $160 was contributed by Hartford Life to HLA to
support growth in its core businesses. The 26 million shares sold in the
Offering represent approximately 18.6% of the equity ownership in Hartford Life
and approximately 4.4% of the combined voting power of Hartford Life's Class A
and Class B Common Stock. The Hartford owns all of the 114 million outstanding
shares of Class B Common Stock of Hartford Life, representing approximately
81.4% of the equity ownership in Hartford Life and approximately 95.6% of the
combined voting power of Hartford Life's Class A and Class B Common Stock.
Holders of Class A Common Stock generally have identical rights to the holders
of Class B Common Stock except that the holders of Class A Common Stock are
entitled to one vote per share while holders of Class B Common Stock are
entitled to five votes per share on all matters submitted to a vote of Hartford
Life's stockholders.
 
 4. INVESTMENTS AND DERIVATIVE INSTRUMENTS
 
(A) COMPONENTS OF NET INVESTMENT INCOME
 
<TABLE>
<CAPTION>
                                            FOR THE YEARS ENDED
                                               DECEMBER 31,
                                      -------------------------------
                                        1997       1996       1995
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Interest income from fixed
 maturities.........................  $     932  $     918  $     996
Interest income from policy loans...        425        477        342
Income from other investments.......         26         15          1
                                      ---------  ---------  ---------
Gross investment income.............      1,383      1,410      1,339
Less: Investment expenses...........         15         13         11
                                      ---------  ---------  ---------
Net investment income...............  $   1,368  $   1,397  $   1,328
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>
 
(B) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)
 
<TABLE>
<CAPTION>
                                                  FOR THE YEARS ENDED
                                                     DECEMBER 31,
                                           ---------------------------------
                                              1997        1996       1995
                                              -----     ---------  ---------
<S>                                        <C>          <C>        <C>
Fixed maturities.........................   $      (7)  $    (201) $      23
Equity securities........................          12           2         (6)
Real estate and other....................          (1)         (4)       (25)
Less: Increase in liability to
 policyholders for realized capital
 gains...................................          --         (10)        (3)
                                                  ---   ---------  ---------
Net realized capital gains (losses)         $       4   $    (213) $     (11)
                                                  ---   ---------  ---------
                                                  ---   ---------  ---------
</TABLE>
 
(C) NET UNREALIZED CAPITAL GAINS (LOSSES) ON EQUITY SECURITIES
 
<TABLE>
<CAPTION>
                                                       FOR THE YEARS ENDED
                                                          DECEMBER 31,
                                              -------------------------------------
                                                 1997         1996         1995
                                                 -----        -----        -----
<S>                                           <C>          <C>          <C>
Gross unrealized capital gains..............   $      14    $      13    $       4
Gross unrealized capital losses.............          --           (1)          (2)
                                                     ---          ---          ---
Net unrealized capital gains................          14           12            2
Deferred income tax expense.................           5            4            1
                                                     ---          ---          ---
Net unrealized capital gains, net of tax....           9            8            1
Balance -- beginning of year................           8            1           (6)
                                                     ---          ---          ---
Net change in unrealized capital gains
 (losses) on equity securities..............   $       1    $       7    $       7
                                                     ---          ---          ---
                                                     ---          ---          ---
</TABLE>
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
(D) NET UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED MATURITIES
 
<TABLE>
<CAPTION>
                                                                    FOR THE YEARS ENDED
                                                                       DECEMBER 31,
                                                                   ---------------------
                                                                   1997    1996    1995
                                                                   -----   -----   -----
<S>                                                                <C>     <C>     <C>
Gross unrealized capital gains...................................  $ 371   $ 386   $ 529
Gross unrealized capital losses..................................    (80)   (341)   (569)
Unrealized capital (gains) losses credited to policyholders......    (30)    (11)    (52)
                                                                   -----   -----   -----
Net unrealized capital gains (losses)............................    261      34     (92)
Deferred income tax expense (benefit)............................     91      12     (34)
                                                                   -----   -----   -----
Net unrealized capital gains (losses), net of tax................    170      22     (58)
Balance -- beginning of year.....................................     22     (58)   (648)
                                                                   -----   -----   -----
Net change in unrealized capital gains (losses) on fixed
 maturities......................................................  $ 148   $  80   $ 590
                                                                   -----   -----   -----
                                                                   -----   -----   -----
</TABLE>
 
(E) FIXED MATURITY INVESTMENTS
 
<TABLE>
<CAPTION>
                                                                                 AS OF DECEMBER 31, 1997
                                                                   ---------------------------------------------------
                                                                                   GROSS         GROSS
                                                                   AMORTIZED    UNREALIZED    UNREALIZED
                                                                      COST         GAINS        LOSSES      FAIR VALUE
                                                                   ----------   -----------   -----------   ----------
<S>                                                                <C>          <C>           <C>           <C>
U.S. gov't and gov't agencies and authorities
 (guaranteed and sponsored)......................................    $   217       $  3          $ (1)        $   219
U.S. gov't and gov't agencies and authorities
 (guaranteed and sponsored) -- asset backed......................      1,175         64           (35)          1,204
States, municipalities and political subdivisions................        211          7            (1)            217
International governments........................................        376         20            (3)            393
Public utilities.................................................        871         26            (3)            894
All other corporate including international......................      5,033        200           (25)          5,208
All other corporate -- asset backed..............................      4,091         41            (8)          4,124
Short-term investments...........................................      1,318         --            --           1,318
Certificates of deposit..........................................        593         10            (4)            599
                                                                   ----------     -----         -----       ----------
    Total fixed maturities.......................................    $13,885       $371          $(80)        $14,176
                                                                   ----------     -----         -----       ----------
                                                                   ----------     -----         -----       ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                 AS OF DECEMBER 31, 1996
                                                                   ---------------------------------------------------
                                                                                   GROSS         GROSS
                                                                   AMORTIZED    UNREALIZED    UNREALIZED
                                                                      COST         GAINS        LOSSES      FAIR VALUE
                                                                   ----------   -----------   -----------   ----------
<S>                                                                <C>          <C>           <C>           <C>
U.S. gov't and gov't agencies and authorities
 (guaranteed and sponsored)......................................    $   166       $ 12          $ (3)        $   175
U.S. gov't and gov't agencies and authorities
 (guaranteed and sponsored) -- asset backed......................      1,970        161          (128)          2,003
States, municipalities and political subdivisions................        373          6           (11)            368
International governments........................................        281         12            (4)            289
Public utilities.................................................        877         12            (8)            881
All other corporate including international......................      4,656        120          (107)          4,669
All other corporate -- asset backed..............................      3,601         49           (59)          3,591
Short-term investments...........................................      1,655         14           (21)          1,648
                                                                   ----------     -----       -----------   ----------
    Total fixed maturities.......................................    $13,579       $386          $(341)       $13,624
                                                                   ----------     -----       -----------   ----------
                                                                   ----------     -----       -----------   ----------
</TABLE>
 
    The amortized cost and estimated fair value of fixed maturity investments at
December 31, 1997 by estimated maturity year are shown below. Expected
maturities differ from contractual maturities due to call or prepayment
provisions. Asset backed securities, including MBS and CMO's, are distributed to
maturity year based on the Company's estimates of the rate of future prepayments
of principal over the remaining lives of the securities. These estimates are
developed using prepayment speeds provided in broker consensus data. Such
estimates are derived from prepayment speeds experienced at the interest rate
levels projected for the applicable underlying collateral and can be expected to
vary from actual experience.
 
                                    MATURITY
 
<TABLE>
<CAPTION>
                                            AMORTIZED
                                              COST      FAIR VALUE
                                           -----------  -----------
<S>                                        <C>          <C>
One year or less.........................   $   2,838    $   2,867
Over one year through five years.........       5,528        5,595
Over five years through ten years........       3,094        3,156
Over ten years...........................       2,425        2,558
                                           -----------  -----------
    Total................................   $  13,885    $  14,176
                                           -----------  -----------
                                           -----------  -----------
</TABLE>
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
    Sales of fixed maturities, excluding short-term fixed maturities, for the
years ended December 31, 1997, 1996 and 1995 resulted in proceeds of $4.2
billion, $3.5 billion and $4.8 billion, gross realized capital gains of $169,
$87 and $91, gross realized capital losses (including writedowns) of $176, $298
and $72, respectively. Sales of equity security investments for the years ended
December 31, 1997, 1996 and 1995 resulted in proceeds of $132, $74 and $64,
gross realized capital gains of $12, $2 and $28 and gross realized capital
losses of $0, $0 and $59, respectively.
 
(F) CONCENTRATION OF CREDIT RISK
 
    Excluding investments in U.S. government and agencies, the Company has not
invested in the securities of a single issuer in amounts greater than 10% of
stockholder's equity at December 31, 1997.
 
(G) DERIVATIVE INSTRUMENTS
 
    The Company utilizes a variety of derivative instruments, including swaps,
caps, floors, forwards and exchange traded futures and options, in accordance
with Company policy and in order to achieve one of three Company approved
objectives: to hedge risk arising from interest rate, price or currency exchange
rate volatility; to manage liquidity; or, to control transactions costs. The
Company utilizes derivative instruments to manage market risk through four
principal risk management strategies: hedging anticipated transactions, hedging
liability instruments, hedging invested assets and hedging portfolios of assets
and/or liabilities. The Company does not trade in these instruments for the
express purpose of earning trading profits.
    The Company maintains a derivatives counterparty exposure policy which
establishes market-based credit limits, favors long-term financial stability and
creditworthiness, and typically requires credit enhancement/credit risk reducing
agreements. Credit risk is measured as the amount owed to the Company based on
current market conditions and potential payment obligations between the Company
and its counterparties. Credit exposures are quantified weekly and netted, and
collateral is pledged to or held by the Company to the extent the current value
of derivatives exceed exposure policy thresholds.
 
    The Company's derivative program is monitored by an internal compliance unit
and is reviewed by senior management and Hartford Life's Finance Committee.
Notional amounts, which represent the basis upon which pay or receive amounts
are calculated and are not reflective of credit risk, pertaining to derivative
financial instruments (excluding the Company's guaranteed separate account
derivative investments), totaled $6.5 billion and $9.9 billion ($4.6 billion and
$7.4 billion related to the Company's investments, $1.9 billion and $2.5 billion
on the Company's liabilities) at December 31, 1997 and 1996, respectively.
 
    The table below provides a summary of derivative instruments held by the
Company at December 31, 1997 and 1996, segregated by major investment and
liability category:
 
<TABLE>
<CAPTION>
                                                          1997 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                     ----------------------------------------------------------------------------------
                                                           PURCHASED
                                                             CAPS,                                FOREIGN
                                      TOTAL      ISSUED      FLOORS                   INTEREST    CURRENCY     TOTAL
                                     CARRYING    CAPS &       AND        FUTURES        RATE       SWAPS      NOTIONAL
           ASSETS HEDGED              VALUE      FLOORS     OPTIONS        (2)         SWAPS        (3)        AMOUNT
- -----------------------------------  --------   --------   ----------   ----------   ----------   --------   ----------
<S>                                  <C>        <C>        <C>          <C>          <C>          <C>        <C>
Asset backed securities (excluding
 inverse floaters and
 anticipatory).....................  $  5,253   $    500   $ 1,404      $    28      $      221     $--       $ 2,153
Inverse floaters (1)...............        75         47        80           --              25      --           152
Anticipatory (4)...................        --         --        --           --              --      --            --
Other bonds and notes..............     7,531        462       460           22           1,258      91         2,293
Short-term investments.............     1,317         --        --           --              --      --            --
                                     --------   --------   ----------       ---      ----------     ---      ----------
    Total fixed maturities.........    14,176      1,009     1,944           50           1,504      91         4,598
Equity securities, policy loans and
 other investments.................     3,983         --        --           --              --      --            --
                                     --------   --------   ----------       ---      ----------     ---      ----------
    Total investments..............  $ 18,159   $  1,009   $ 1,944      $    50      $    1,504     $91       $ 4,598
    Long term debt.................        --         --        --           --              --      --            --
    Other policy claims............        --         10       150           --           1,747      --         1,907
                                     --------   --------   ----------       ---      ----------     ---      ----------
  Total derivatives -- notional
   value...........................             $  1,019   $ 2,094      $    50      $    3,251     $91       $ 6,505
                                     --------   --------   ----------       ---      ----------     ---      ----------
Total derivatives -- fair value....             $     (8)  $    23      $    --      $       19     $(6)      $    28
                                     --------   --------   ----------       ---      ----------     ---      ----------
                                     --------   --------   ----------       ---      ----------     ---      ----------
</TABLE>
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                      1996 --AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                     --------------------------------------------------------------------------
                                                                                              FOREIGN
                                      TOTAL    ISSUED    PURCHASED                 INTEREST   CURRENCY   TOTAL
                                     CARRYING  CAPS &   CAPS, FLOORS                 RATE      SWAPS    NOTIONAL
           ASSETS HEDGED              VALUE    FLOORS   AND OPTIONS   FUTURES (2)    SWAPS      (3)     AMOUNT
- -----------------------------------  --------  -------  ------------  -----------  ---------  --------  -------
<S>                                  <C>       <C>      <C>           <C>          <C>        <C>       <C>
Asset backed securities (excluding
 inverse floaters and
 anticipatory).....................  $  5,242  $   500    $   2,454       $  --     $    941    $  --   $3,895
Inverse floaters (1)...............       352       98          856          --          346       --    1,300
Anticipatory (4)...................        --       --           --         132           --       --      132
Other bonds and notes..............     7,369      425          440           5        1,079      125    2,074
Short-term investments.............       661       --           --          --           --       --       --
                                     --------  -------  ------------      -----    ---------  --------  -------
    Total fixed maturities.........    13,624    1,023        3,750         137        2,366      125    7,401
Equity securities, policy loans and
 other investments.................     4,011       --           --          --           19       --       19
                                     --------  -------  ------------      -----    ---------  --------  -------
    Total investments..............  $ 17,635  $ 1,023    $   3,750       $ 137     $  2,385    $ 125   $7,420
    Long term debt.................        --       --           --          --           --       --       --
    Other policy claims............        --       10          150          --        2,351       --    2,511
                                     --------  -------  ------------      -----    ---------  --------  -------
    Total derivatives -- notional
     value.........................            $ 1,033    $   3,900       $ 137     $  4,736    $ 125   $9,931
                                     --------  -------  ------------      -----    ---------  --------  -------
    Total derivatives -- fair
     value.........................            $   (10)   $      38       $  --     $      2    $  (9 ) $   21
                                     --------  -------  ------------      -----    ---------  --------  -------
                                     --------  -------  ------------      -----    ---------  --------  -------
</TABLE>
 
- ---------
 
    (1) Inverse floaters are variations of collateralized mortgage obligations
("CMO's") for which the coupon rates move inversely with an index rate such as
the London interbank offered rate ("LIBOR"). The risk to principal is considered
negligible as the underlying collateral for the securities is guaranteed or
sponsored by government agencies. To address the volatility risk created by the
coupon variability, the Company uses a variety of derivative instruments,
primarily interest rate swaps, caps and floors.
 
    (2) As of December 31, 1997 and 1996, over 44% and 39% , respectively, of
the notional futures contracts expire within one year.
 
    (3) As of December 31, 1997 and 1996, over 16% and 42%, respectively, of
foreign currency swaps expire within one year; the balance matures over the
succeeding 9 years.
 
    (4) Deferred gains and losses on anticipatory transactions are included in
the carrying value of fixed maturities in the Consolidated Balance Sheets. At
the time of the ultimate purchase, they are reflected as a basis adjustment to
the purchased asset. At December 31, 1997, the Company had $0 deferred gains and
losses. At December 31, 1996, the Company had $0.9 in net deferred gains for
futures, interest rate swaps and purchased options of which $2.0 was basis
adjusted in 1997.
 
    The following is a reconciliation of notional amounts by derivative type and
strategy as of December 31, 1997 and 1996:
 
<TABLE>
<CAPTION>
                                             DECEMBER 31, 1996               MATURITIES/    DECEMBER 31, 1997
                                              NOTIONAL AMOUNT    ADDITIONS TERMINATIONS (1)  NOTIONAL AMOUNT
                                             -----------------   -------- ----------------- -----------------
<S>                                          <C>                 <C>      <C>               <C>
BY DERIVATIVE TYPE
Caps.........................................      $1,755         $   14       $  530            $1,239
Floors.......................................       3,168             28        1,332             1,864
Swaps/Forwards...............................       4,861            941        2,460             3,342
Futures......................................         137            131          218                50
Options......................................          10             --           --                10
                                                 -------         --------     -------           -------
    Total....................................      $9,931         $1,114       $4,540            $6,505
                                                 -------         --------     -------           -------
BY STRATEGY
Liability....................................      $2,511         $  191       $  795            $1,907
Anticipatory.................................         132              4          136                --
Asset........................................       2,112            739        1,046             1,805
Portfolio....................................       5,176            180        2,563             2,793
                                                 -------         --------     -------           -------
    Total....................................      $9,931         $1,114       $4,540            $6,505
                                                 -------         --------     -------           -------
                                                 -------         --------     -------           -------
</TABLE>
 
- ---------
 
(1)  During 1997, the Company had no significant gains or losses on terminations
     of hedge positions using derivative financial instruments.
<PAGE>
 
- --------------------------------------------------------------------------------
 
 5. FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    Statement of Financial Accounting Standards No. 107 "Disclosure about Fair
Value of Financial Instruments" requires disclosure of fair value information of
financial instruments. For certain financial instruments where quoted market
prices are not available, other independent valuation techniques and assumptions
are used. Because considerable judgment is used, these estimates are not
necessarily indicative of amounts that could be realized in a current market
exchange. SFAS No. 107 excludes certain financial instruments from disclosure,
including insurance contracts.
 
    For cash, short-term investments, accounts receivable, policy loans,
mortgage loans and other liabilities, carrying amounts on the Consolidated
Balance Sheets approximate fair value.
 
    Fair value for fixed maturities and marketable equity securities are based
upon quoted market prices. Fair value for securities that are not publicly
traded are analytically determined. These amounts are disclosed in Note 4 of
Notes to Consolidated Financial Statements.
 
    The fair value of derivative financial instruments, including swaps, caps,
floors, futures, options and forward commitments, is determined using a pricing
model which is validated through quarterly comparison to dealer quoted prices.
Amounts are disclosed in Note 4 of Notes to Consolidated Financial Statements.
 
    Fair value for partnerships and trusts are based on external market
valuations from partnership and trust management.
 
    Other policy claims and benefits payable fair value information is
determined by estimating future cash flows, discounted at the current market
rate.
 
    The carrying amount and fair values of the Company's financial instruments
at December 31, 1997 and 1996 were as follows:
 
<TABLE>
<CAPTION>
                                                                1997                1996
                                                         ------------------  ------------------
                                                         CARRYING    FAIR    CARRYING    FAIR
                                                          AMOUNT     VALUE    AMOUNT     VALUE
                                                         ---------  -------  ---------  -------
<S>                                                      <C>        <C>      <C>        <C>
ASSETS
  Fixed maturities.....................................   $ 14,176  $14,176   $ 13,624  $13,624
  Equity securities....................................        180      180        119      119
  Policy loans.........................................      3,756    3,756      3,836    3,836
  Mortgage loans.......................................         --       --          2        2
  Investments in partnerships, trusts and other........         47       91         54      104
LIABILITIES
  Other policy benefits................................   $ 11,769  $11,755   $ 11,707  $11,469
</TABLE>
 
 6. SEPARATE ACCOUNTS
 
    The Company maintained separate account assets and liabilities totaling
$69.1 billion and $49.7 billion at December 31, 1997 and 1996, respectively,
which are reported at fair value. Separate account assets are segregated from
other investments and net investment income and net realized capital gains and
losses accrue directly to the policyholder. Separate accounts reflect two
categories of risk assumption: non-guaranteed separate accounts totaling $58.6
billion and $39.4 billion at December 31, 1997 and 1996, respectively, wherein
the policyholder assumes the investment risk, and guaranteed separate accounts
totaling $10.5 and $10.3 billion at December 31, 1997 and 1996, respectively,
wherein the Company contractually guarantees either a minimum return or account
value to the policyholder. Included in the non-guaranteed category were policy
loans totaling $1.9 billion and $2.0 billion at December 31, 1997 and 1996,
respectively. Net investment income (including net realized capital gains and
losses) and interest credited to policyholders on separate account assets are
not reflected in the Consolidated Statements of Income.
 
    Separate account management fees were $699, $538 and $387 in 1997, 1996 and
1995, respectively. The guaranteed separate accounts include fixed market value
adjusted individual annuity and modified guaranteed life insurance. The average
credited interest rate on these contracts was 6.52% at December 31, 1997. The
assets that support these liabilities were comprised of $10.2 billion in fixed
maturities as of December 31, 1997. The portfolios are segregated from other
investments and are managed to minimize liquidity and interest rate risk. In
order to minimize the risk of disintermediation associated with early
withdrawals, fixed MVA annuity and modified guaranteed life insurance contracts
carry a graded surrender charge as well as a market value adjustment. Additional
investment risk is hedged using a variety of derivatives which totaled $119 in
carrying value and $3.0 billion in notional amounts as of December 31, 1997.
<PAGE>
 
- --------------------------------------------------------------------------------
 
 7. INCOME TAX
 
    Hartford Life and The Hartford have entered into a tax sharing agreement
under which each member in the consolidated U.S. Federal income tax return will
make payments between them such that, with respect to any period, the amount of
taxes to be paid by the Company, subject to certain adjustments, generally will
be determined as though the Company were filing separate Federal, state and
local income tax returns.
 
    As long as The Hartford continues to beneficially own, directly or
indirectly, at least 80% of the combined voting power and 80% of the value of
the outstanding capital stock of Hartford Life, the Company will be included for
Federal income tax purposes in the affiliated group of which The Hartford is the
common parent. To the extent allowed by law, it is the intention of The Hartford
and its subsidiaries to continue to file a single consolidated Federal income
tax return. The Company will continue to remit (receive from) The Hartford a
current income tax provision (benefit) computed in accordance with such tax
sharing agreement. The Company's effective tax rate was 36%, 35% and 32% in
1997, 1996 and 1995, respectively.
 
    Income tax expense is as follows:
 
<TABLE>
<CAPTION>
                                                    FOR THE YEARS ENDED
                                                       DECEMBER 31,
                                                 -------------------------
                                                 1997     1996       1995
                                                 ----    ------     ------
<S>                                              <C>     <C>        <C>
Current......................................    $119    $  122     $  211
Deferred.....................................      48      (102)      (149)
                                                 ----    ------     ------
  Income tax expense.........................    $167    $   20     $   62
                                                 ----    ------     ------
                                                 ----    ------     ------
</TABLE>
 
    A reconciliation of the tax provision at the U.S. Federal statutory rate to
the provision for income taxes is as follows:
 
<TABLE>
<CAPTION>
                                              FOR THE YEARS ENDED DECEMBER 31,
                                             -----------------------------------
                                               1997        1996         1995
                                             ---------     -----        -----
<S>                                          <C>        <C>          <C>
Tax provision at the U.S. Federal statutory
 rate......................................  $     164   $      20    $      67
Tax-exempt income..........................         --          --           (3)
Foreign tax credit.........................         --          --           (4)
Other......................................          3          --            2
                                             ---------         ---          ---
  Total....................................  $     167   $      20    $      62
                                             ---------         ---          ---
                                             ---------         ---          ---
</TABLE>
 
    Deferred tax assets include the following at December 31:
 
<TABLE>
<CAPTION>
                                                     1997       1996
                                                   ---------  ---------
<S>                                                <C>        <C>
Tax return deferred acquisition costs............  $     639  $     514
Financial statement deferred acquisition costs
 and reserves....................................       (366)      (242)
Employee benefits................................          5          8
Net unrealized capital gains on securities.......        (96)       (16)
Investments and other............................        166        210
                                                   ---------  ---------
  Total..........................................  $     348  $     474
                                                   ---------  ---------
                                                   ---------  ---------
</TABLE>
 
    Income taxes paid were $9, $189 and $162 in 1997, 1996 and 1995,
respectively. The Company had a current tax payment of $27 due to The Hartford
at December 31, 1997 and a tax refund due from The Hartford of $72 at December
31, 1996.
 
    Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax
Act of 1959 permitted the deferral from taxation of a portion of statutory
income under certain circumstances. In these situations, the deferred income was
accumulated in a "Policyholders' Surplus Account" and will be taxable in the
future only under conditions which management considers to be remote; therefore,
no Federal income taxes have been provided on this deferred income. The balance
for tax return purposes of the Policyholders' Surplus Account as of December 31,
1997 was $37.
 
 8. POSTRETIREMENT BENEFIT AND SAVINGS PLANS
 
(A) PENSION PLANS
 
    The Company's employees are included in The Hartford's noncontributory
defined benefit pension plans. These plans provide pension benefits that are
based on years of service and the employee's compensation during the last ten
years of employment. The Company's funding policy is to contribute annually an
amount between the minimum funding requirements set forth in the Employee
Retirement Income Security Act of 1974, as amended, and the maximum amount that
can be deducted for U.S. Federal income tax purposes. Generally, pension costs
are funded through the purchase of the Company's group pension contracts. The
cost to the Company was approximately $5, $5 and $2 in 1997, 1996 and 1995,
respectively.
 
    The Company also provides, through The Hartford, certain health care and
life insurance benefits for eligible retired employees. A substantial portion of
the Company's employees may become eligible for these benefits upon retirement.
The Company's contribution for health care benefits will depend on the retiree's
date of retirement and years of service. In addition, the plan has a defined
dollar cap which limits average Company contributions. The Company has prefunded
a portion of the health care and life insurance obligations through trust funds
where such prefunding can be accomplished on a tax effective basis.
Postretirement health care and life insurance benefits expense, allocated by The
Hartford, was immaterial to the results of operations for 1997, 1996 and 1995,
respectively.
 
    The assumed rate in the per capita cost of health care (the health care
trend rate) was 8.5% for 1997, decreasing ratably to 6.0% in the year 2001.
Increasing the health care trend rates by one percent per year would have an
immaterial impact on the accumulated postretirement benefit obligation and the
annual expense. To the extent that the actual experience differs from the
inherent assumptions,
<PAGE>
 
- --------------------------------------------------------------------------------
 
the effect will be amortized over the average future service of covered
employees.
 
(B) INVESTMENT AND SAVINGS PLAN
Substantially all employees of the Company are eligible to participate in The
Hartford's Investment and Savings Plan. Under this plan, designated
contributions, which may be invested in Class A Common Stock of Hartford Life or
certain other investments, are matched, up to 3% of compensation, by the
Company. The cost to the Company for the above-mentioned plans was approximately
$2 in 1997.
 
 9. STOCK COMPENSATION PLANS
 
    During the second quarter of 1997, Hartford Life adopted the 1997 HLI
Incentive Stock Plan (the "Plan"). Under the Plan, options granted may be either
non-qualified options or incentive stock options qualifying under Section 422A
of the Internal Revenue Code. The aggregate number of shares of Class A Common
Stock which may be awarded in any one year shall be subject to an annual limit.
The maximum number of shares of Class A Common Stock which may be granted under
the Plan in each year shall be 1.5% of the total issued and outstanding shares
of Hartford Life Class A Common Stock and treasury stock as reported in the
Annual Report on Hartford Life's Form 10-K for the preceding year plus unused
portions of such limit from prior years. In addition, no more than 5,000,000
shares of Class A Common Stock shall be cumulatively available for awards of
incentive stock options under the Plan, and no more than 20% of the total number
of shares on a cumulative basis shall be available for restricted stock and
performance shares.
 
    All options granted have an exercise price equal to the market price of
Hartford Life's stock on the date of grant and an option's maximum term is ten
years. Certain nonperformance based options become exercisable upon the
attainment of specified market price appreciation of Hartford Life's common
shares or at seven years after the date of grant, while the remaining
nonperformance based options become exercisable over a three year period
commencing with the date of grant.
 
    Also included in the Plan are long term performance awards which become
payable upon the attainment of specific performance goals achieved over a three
year period.
 
    During the second quarter of 1997, Hartford Life established the HLI
Employee Stock Purchase Plan ("ESPP"). Under this plan, eligible employees of
Hartford Life and the Company may purchase Class A Common Stock of Hartford Life
at a 15% discount from the lower of the market price at the beginning or end of
the quarterly offering period. Hartford Life may sell up to 2,700,000 shares of
stock to eligible employees. Hartford Life sold 54,316 shares under the ESPP in
1997.
 
 10. REINSURANCE
 
    The Company cedes insurance to other insurers, including its parent HLA, in
order to limit its maximum loss. Such transfer does not relieve the Company of
its primary liability. The Company also assumes insurance from other insurers.
Failure of reinsurers to honor their obligations could result in losses to the
Company. The Company evaluates the financial condition of its reinsurers and
monitors concentration of credit risk.
 
    Net premiums and other considerations were comprised of the following:
 
<TABLE>
<CAPTION>
                                                   FOR THE YEARS ENDED DECEMBER 31,
                                                 -------------------------------------
                                                   1997          1996          1995
                                                 ---------     ---------     ---------
<S>                                              <C>           <C>           <C>
Gross premiums...............................     $  2,164      $  2,138      $  1,545
Assumed......................................          159           190           591
Ceded........................................         (686)         (623)         (649)
                                                 ---------     ---------     ---------
  Net premiums and other considerations......     $  1,637      $  1,705      $  1,487
                                                 ---------     ---------     ---------
                                                 ---------     ---------     ---------
</TABLE>
 
    The Company ceded approximately $76, $100 and $101 of group life premium in
1997, 1996 and 1995, respectively, representing $33.6 billion, $33.3 billion and
$32.3 billion of insurance in force, respectively. The Company ceded $339, $318
and $320 of accident and health premium to HLA in 1997, 1996 and 1995,
respectively. The Company assumed $89, $101 and $103 of premium in 1997, 1996
and 1995, respectively, representing $8.2 billion, $8.5 billion and $8.5 billion
of individual life insurance in force, respectively, from HLA.
 
    Life reinsurance recoveries, which reduce death and other benefits,
approximated $158, $140 and $220 for the years ended December 31, 1997, 1996 and
1995, respectively.
 
    As of December 31, 1997, the Company had reinsurance recoverables of $5.0
billion from Mutual Benefit Life Assurance Corporation ("Mutual Benefit"),
supported by assets in a security trust of $5.0 billion (including policy loans
and accrued interest of $4.5 billion). The risk of Mutual Benefit becoming
insolvent is mitigated by the reinsurance agreement's requirement that the
assets be kept in a security trust with the Company as sole beneficiary. The
Company has no other significant reinsurance-related concentrations of credit
risk.
 
 11. RELATED PARTY TRANSACTIONS
 
    Transactions of the Company with HA&I and its affiliates relate principally
to tax settlements, reinsurance, insurance coverage, rental and service fees,
payment of dividends and capital contributions. In addition, certain affiliated
insurance companies purchased group annuity contracts from the Company to fund
pension costs and claim annuities to settle casualty claims. Substantially all
general insurance expenses related to the Company, including rent and employee
benefit plan expenses, are initially paid by The Hartford. Direct expenses are
allocated to the Company using specific identification, and indirect expenses
are allocated using other applicable methods. Indirect expenses include those
for corporate areas which,
<PAGE>
 
- --------------------------------------------------------------------------------
 
depending on type, are allocated based on either a percentage of direct expenses
or on utilization. Indirect expenses allocated to the Company by The Hartford
were $34, $40, and $45 in 1997, 1996 and 1995, respectively. Management believes
that the methods used are reasonable.
 
    The rent paid to Hartford Fire for space occupied by the Company was $7 in
1997, and $3 in 1996 and 1995. The Company expects to pay annual rent of $7 in
1998 and 1999, respectively, $12 in 2000 and 2001, respectively, $13 in 2002 and
$87 thereafter, over the remaining term of the sublease, which expires on
December 31, 2009. Rental expense is recognized over a level basis over the term
of the sublease and amounted to approximately $9 in 1997 and $8 in 1996 and
1995.
 
 12. STATUTORY RESULTS
 
    The domestic insurance subsidiaries of Hartford Life prepare their statutory
financial statements in accordance with accounting practices prescribed by the
State of Connecticut Insurance Department. Prescribed statutory accounting
practices include publications of the National Association of Insurance
Commissioners ("NAIC"), as well as state laws, regulations, and general
administrative rules.
 
<TABLE>
<CAPTION>
                                                    FOR THE YEARS ENDED
                                                        DECEMBER 31,
                                                 --------------------------
                                                  1997      1996      1995
                                                 ------    ------    ------
<S>                                              <C>       <C>       <C>
Statutory net income.........................    $  214    $  144    $  112
                                                 ------    ------    ------
Statutory surplus............................    $1,441    $1,207    $1,125
                                                 ------    ------    ------
                                                 ------    ------    ------
</TABLE>
 
    A significant percentage of the consolidated statutory surplus is
permanently reinvested or is subject to various state regulatory restrictions
which limit the payment of dividends without prior approval. The total amount of
statutory dividends which may be paid by the insurance subsidiaries of the
Company in 1998 is estimated to be $144.
 
 13. COMMITMENTS AND CONTINGENT LIABILITIES
 
(A) LITIGATION
 
    The Company is involved in pending and threatened litigation in the normal
course of its business in which claims for monetary and punitive damages have
been asserted. Although there can be no assurances, management, at the present
time, does not anticipate that the ultimate liability arising from such pending
or threatened litigation will have a material effect on the financial condition
or operating results of the Company.
 
(B) GUARANTY FUNDS
 
    Under insurance guaranty fund laws in each state, the District of Columbia
and Puerto Rico, insurers licensed to do business can be assessed by state
insurance guaranty associations for certain obligations of insolvent insurance
companies to policyholders and claimants. Recent regulatory actions against
certain large life insurers encountering financial difficulty have prompted
various state insurance guaranty associations to begin assessing life insurance
companies for the deemed losses. Most of these laws do provide, however, that an
assessment may be excused or deferred if it would threaten an insurer's solvency
and further provide annual limits on such assessments. A large part of the
assessments paid by the Company's insurance subsidiaries pursuant to these laws
may be used as credits for a portion of the Company's insurance subsidiaries'
premium taxes. The Company paid guaranty fund assessments of approximately $15,
$11 and $10 in 1997, 1996 and 1995, respectively, of which $4, $5, and $6 were
estimated to be creditable against premium taxes.
 
 14. BUSINESS SEGMENT INFORMATION
 
    The Company, along with its parent, sells financial products such as fixed
and variable annuities, retirement plan services, and life and disability
insurance on both an individual and a group basis. The Company divides its core
businesses into three segments: Annuity, Individual Life Insurance, and Employee
Benefits. The Company also maintains a Guaranteed Investment Contracts segment,
which is primarily comprised of guaranteed rate contract business written prior
to 1995 and a Corporate Operation. The Annuity segment offers individual
variable annuities and fixed market value adjusted annuities, deferred
compensation and retirement plan services, mutual funds, investment management
services and other financial products. The Individual Life Insurance segment
sells a variety of individual life insurance products, including variable life,
universal life, interest-sensitive whole life, and term life policies. The
Employee Benefits segment sells group insurance products, including group life,
group short and long-term disability and corporate owned life insurance, and
engages in certain international operations. The Guaranteed Investment Contracts
segment sells a limited amount of guaranteed investment contracts and contains
Closed Book GRC. Through its Corporate Operation, the Company reports items that
are not directly allocable to any of its business segments. Included in the
Corporate Operation are unallocated income and expense and certain other items
not directly allocable to any segment. Net realized capital gains and losses are
recognized in the period of realization, but are allocated to the segments
utilizing durations of the segment portfolios.
<PAGE>
 
- --------------------------------------------------------------------------------
 
    The following table outlines revenues, operating income and assets by
business segment:
 
<TABLE>
<CAPTION>
                                                            FOR THE YEARS ENDED DECEMBER 31,
                                                           ----------------------------------
                                                             1997         1996         1995
                                                           --------     --------     --------
<S>                                                        <C>          <C>          <C>
REVENUES
  Annuity..............................................    $  1,269     $    968     $    759
  Individual Life Insurance............................         487          440          383
  Employee Benefits....................................         972        1,366        1,273
  Guaranteed Investment Contracts......................         241           34          337
  Corporate Operation..................................          40           81           52
                                                           --------     --------     --------
    Total revenues.....................................    $  3,009     $  2,889     $  2,804
                                                           --------     --------     --------
                                                           --------     --------     --------
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
  Annuity..............................................    $    317     $    226     $    171
  Individual Life Insurance............................          85           68           56
  Employee Benefits....................................          53           44           37
  Guaranteed Investment Contracts......................          --         (346)        (103)
  Corporate Operation..................................          14           66           30
                                                           --------     --------     --------
    Total income before income tax expense.............    $    469     $     58     $    191
                                                           --------     --------     --------
                                                           --------     --------     --------
ASSETS
  Annuity                                                  $ 69,152     $ 52,877     $ 39,732
  Individual Life Insurance............................       4,918        3,753        3,173
  Employee Benefits....................................      18,196       14,708       13,494
  Guaranteed Investment Contracts......................       3,347        4,533        6,069
  Corporate Operation..................................       2,343        1,891        1,729
                                                           --------     --------     --------
    Total assets.......................................    $ 97,956     $ 77,762     $ 64,197
                                                           --------     --------     --------
                                                           --------     --------     --------
</TABLE>
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   SCHEDULE I -- SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN AFFILIATES
                            AS OF DECEMBER 31, 1997
                                 (IN MILLIONS)
 
<TABLE>
<CAPTION>
                                                                   AMOUNT AT
                                                                     WHICH
                                                         FAIR       SHOWN ON
TYPE OF INVESTMENT                              COST     VALUE   BALANCE SHEET
- ---------------------------------------------  -------  -------  --------------
<S>                                            <C>      <C>      <C>
Fixed Maturities
Bonds and Notes
  U. S. gov't and gov't agencies and
   authorities (guaranteed and sponsored)      $   217  $   219     $   219
  U. S. gov't and gov't agencies and
   authorities (guaranteed and sponsored) --
   asset-backed..............................    1,175    1,204       1,204
  States, municipalities and political
   subdivisions..............................      211      217         217
  International governments..................      376      393         393
  Public utilities...........................      871      894         894
  All other corporate including
   international.............................    5,033    5,208       5,208
  All other corporate -- asset-backed........    4,091    4,124       4,124
  Short-term investments.....................    1,318    1,318       1,318
Certificates of deposit......................      593      599         599
                                               -------  -------     -------
Total fixed maturities.......................   13,885   14,176      14,176
                                               -------  -------     -------
Equity Securities
Common Stocks
  Public utilities...........................       --       --          --
  Banks, trusts and insurance companies......       --       --          --
  Industrial and miscellaneous...............      166      180         180
  Nonredeemable preferred stocks.............       --       --          --
                                               -------  -------     -------
Total equity securities......................      166      180         180
                                               -------  -------     -------
Total fixed maturities and equity
 securities..................................   14,051   14,356      14,356
                                               -------  -------     -------
Real Estate..................................       --       --          --
Other Investments
  Mortgage loans on real estate..............       --       --          --
  Policy loans...............................    3,756    3,756       3,756
  Investments in partnerships, trusts and
   other.....................................       47       91          47
                                               -------  -------     -------
Total other investments......................    3,803    3,847       3,803
                                               -------  -------     -------
Total investments............................  $17,854  $18,203     $18,159
                                               -------  -------     -------
                                               -------  -------     -------
</TABLE>
 
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
              SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
                                 (IN MILLIONS)
<TABLE>
<CAPTION>
                                                              FUTURE
                                                              POLICY
                                                             BENEFITS,
                                                              UNPAID       OTHER
                                                DEFERRED      CLAIMS       POLICY
                                                 POLICY      AND CLAIM   CLAIMS AND      PREMIUMS          NET
                                               ACQUISITION   ADJUSTMENT   BENEFITS       AND OTHER      INVESTMENT
SEGMENT                                           COSTS      EXPENSES     PAYABLE     CONSIDERATIONS     INCOME
- ---------------------------------------------  -----------   ---------   ----------   ---------------   ---------
 
<S>                                            <C>           <C>         <C>          <C>               <C>
1997
Annuity......................................    $2,478       $2,070      $ 6,838         $  769         $  500
Individual Life Insurance....................       837          392        2,182            323            164
Employee Benefits............................        --          780        9,232            541            431
Guaranteed Investment Contracts..............        --           --        2,782              2            239
Corporate Operation..........................        --           28           --              2             34
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $3,315       $3,270      $21,034         $1,637         $1,368
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------
 
1996
Annuity......................................    $2,030       $1,526      $ 6,016         $  535         $  433
Individual Life Insurance....................       730          346        2,160            287            153
Employee Benefits............................        --          574        9,834            881            485
Guaranteed Investment Contracts..............        --           --        4,124              2            251
Corporate Operation..........................        --           28           --             --             75
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $2,760       $2,474      $22,134         $1,705         $1,397
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------
 
1995
Annuity......................................    $1,561       $1,314      $ 5,661         $  319         $  400
Individual Life Insurance....................       615          706        1,932            246            137
Employee Benefits............................        12          325        9,285            922            351
Guaranteed Investment Contracts..............        --           28        5,720             --            377
Corporate Operation..........................        --           --           --             --             63
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $2,188       $2,373      $22,598         $1,487         $1,328
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------
 
<CAPTION>
 
                                                   NET        BENEFITS,    AMORTIZATION
                                                REALIZED     CLAIMS AND     OF DEFERRED
                                                 CAPITAL        CLAIM         POLICY
                                                  GAINS      ADJUSTMENT     ACQUISITION    DIVIDENDS TO     OTHER
SEGMENT                                         (LOSSES)      EXPENSES         COSTS       POLICYHOLDERS   EXPENSES
- ---------------------------------------------  -----------   -----------   -------------   -------------  ----------
<S>                                            <C>           <C>           <C>             <C>            <C>
1997
Annuity......................................    $  --         $  445          $250            $ --         $  257
Individual Life Insurance....................       --            242            83              --             77
Employee Benefits............................       --            425             2             240            252
Guaranteed Investment Contracts..............       --            232            --              --              9
Corporate Operation..........................        4             35            --              --             (9)
                                               -----------   -----------      -----           -----          -----
Consolidated operations......................    $   4         $1,379          $335            $240         $  586
                                               -----------   -----------      -----           -----          -----
                                               -----------   -----------      -----           -----          -----
1996
Annuity......................................    $  --         $  412          $174            $ --         $  156
Individual Life Insurance....................       --            245            59              --             68
Employee Benefits............................       --            546            --             635            141
Guaranteed Investment Contracts..............     (219)           332             1              --             47
Corporate Operation..........................        6             --            --              --             15
                                               -----------   -----------      -----           -----          -----
Consolidated operations......................    $(213)        $1,535          $234            $635         $  427
                                               -----------   -----------      -----           -----          -----
                                               -----------   -----------      -----           -----          -----
1995
Annuity......................................    $  --         $  317          $117            $ --         $  114
Individual Life Insurance....................       --            203            70              --             54
Employee Benefits............................       --            424            --             675            137
Guaranteed Investment Contracts..............       --            453            12              --             15
Corporate Operation..........................      (11)            25            --              --             (3)
                                               -----------   -----------      -----           -----          -----
Consolidated operations......................    $ (11)        $1,422          $199            $675         $  317
                                               -----------   -----------      -----           -----          -----
                                               -----------   -----------      -----           -----          -----
</TABLE>
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
                           SCHEDULE IV -- REINSURANCE
                                 (IN MILLIONS)
 
<TABLE>
<CAPTION>
                                                                 CEDED TO      ASSUMED FROM               PERCENTAGE
                                                     GROSS        OTHER           OTHER         NET        OF AMOUNT
                                                     AMOUNT     COMPANIES       COMPANIES      AMOUNT   ASSUMED TO NET
                                                    --------  --------------  --------------  --------  ---------------
<S>                                                 <C>       <C>             <C>             <C>       <C>
For the year ended December 31, 1997
Life insurance in force...........................  $245,487     $ 178,771       $  33,156    $ 99,872        33.2%
Insurance revenues
  Life insurance and annuities....................     1,818           340             157       1,635         9.6%
  Accident and health insurance...................       346           346               2           2       100.0%
                                                    --------  --------------       -------    --------
Total insurance revenues..........................  $  2,164     $     686       $     159    $  1,637         9.7%
                                                    --------  --------------       -------    --------
                                                    --------  --------------       -------    --------
For the year ended December 31, 1996
  Life insurance in force.........................  $177,094     $ 106,146       $  31,957    $102,905        31.1%
Insurance revenues
  Life insurance and annuities....................     1,801           298             169       1,672        10.1%
  Accident and health insurance...................       337           325              21          33        63.6%
                                                    --------  --------------       -------    --------
Total insurance revenues..........................  $  2,138     $     623       $     190    $  1,705        11.1%
                                                    --------  --------------       -------    --------
                                                    --------  --------------       -------    --------
For the year ended December 31, 1995
  Life insurance in force.........................  $182,716     $ 112,774       $  26,996    $ 96,938        27.8%
Insurance revenues
  Life insurance and annuities....................     1,232           325             574       1,481        38.8%
  Accident and health insurance...................       313           324              17           6       283.3%
                                                    --------  --------------       -------    --------
Total insurance revenues..........................  $  1,545     $     649       $     591    $  1,487        39.7%
                                                    --------  --------------       -------    --------
                                                    --------  --------------       -------    --------
</TABLE>
<PAGE>

                                     PART II


<PAGE>

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

      The facing sheet.

      The prospectus consisting of 96 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. 33-83656, dated May 1, 1995.
                                                                               
      (2) Incorporated by reference to Post Effective Amendment No. 3, to the
           Registration Statement File No. 33-83656, dated May 1, 1996.

      (3) Incorporated by reference to Post Effective Amendment No. 4, to the
          Registration Statement File No. 33-83656, dated April 16, 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, General Counsel and 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.

(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.
ss. 33-771(a). Additionally, pursuant to Conn. Gen. Stat. ss. 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.

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


<PAGE>

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.
   
    

<PAGE>

                                  SIGNATURES

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

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


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

                           HARTFORD LIFE INSURANCE COMPANY (Depositor)


                           By: /s/ Gregory A. Boyko
                               -------------------------------------------------
                                   Gregory A. Boyko, Senior Vice President,   
                                                     Chief Financial Officer &
                                                     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,  *By:    /s/ Lynda Godkin           
  Chief Financial Officer & Treasurer,         ----------------------------- 
  Director*                                     Lynda Godkin                 
John P. Ginnetti, Executive Vice                Attorney-in-Fact             
  President, Director *
Lynda Godkin, Senior Vice President,
  General Counsel & Corporate
  Secretary, Director*
Thomas M. Marra, Executive Vice           Dated:   April 13, 1998            
  President, Director *                          --------------------------- 
Lowndes A. Smith, President,
  Chief Operating Officer,
  Director *
Raymond P. Welnicki, Senior Vice
  President, Director *
Lizabeth H. Zlatkus, 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.
          
(6)         Consent of Arthur Andersen LLP, Independent Public Accountants.
          
(7)         Copy of Power of Attorney.

<PAGE>
                                                                       EXHIBIT 2


                                                         [LOGO]
                                                 Hartford  Life

April 8, 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
      FILE NO. 33-83656

Dear Sir/Madam:

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

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

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

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

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

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

Sincerely,


/s/ Lynda Godkin

Lynda Godkin

<PAGE>
                                                                       EXHIBIT 5

                                                            Hartford [LOGO]
                                                            Life

                        Michael R. Winterfield, FSA, MAAA
                        Assistant Vice President
                        Individual Annuity Product Management

April 8, 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 utilizes a
reasonable estimation for expected fund operating expenses.

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

Very truly yours,


/s/ Michael Winterfield

Michael Winterfield, FSA, MAAA
Director Individual Annuity Product Management

HLIC/PCM Life

<PAGE>
                                                                       EXHIBIT 6

                               ARTHUR ANDERSEN LLP

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

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


                                                  /s/ Arthur Andersen LLP

Hartford, Connecticut
April 13, 1998

<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


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission