SEPARATE ACCOUNT FIVE OF HARTFORD LIFE INSURANCE CO
485BPOS, 1999-04-14
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<PAGE>

   
As filed with the Securities and Exchange Commission on April 14, 1999.
                                                             File No. 333-36329
    

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
   
                      POST-EFFECTIVE AMENDMENT NO. 2 TO
                                 FORM S-6
    

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

A.   Exact name of trust:  Separate Account Five

B.   Name of depositor:  Hartford Life Insurance Company

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

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

D.   Name and 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 3, 1999 pursuant to paragraph (b) of Rule 485
     _______   60 days after filing pursuant to paragraph (a)(1) of Rule 485
     _______   on ___________ , 1999 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-2 AND PROSPECTUS



         Item No. of Form N-8B-2                  Caption In Prospectus
         -----------------------                  ---------------------
                   1.                    Cover Page
                   2.                    Cover Page
                   3.                    Not Applicable
                   4.                    Statement of Additional Information -
                                         Distribution of the Policies
                   5.                    About Us - Separate Account Five
                   6.                    About Us - Separate Account Five
                   7.                    Not required by Form S-6
                   8.                    Not required by Form S-6
                   9.                    Legal Proceedings
                   10.                   About Us - Separate Account Five; The
                                         Funds
                   11.                   About Us - Separate Account Five; The
                                         Funds
                   12.                   About Us - The Funds
                   13.                   Fee Table;  Charges and Deductions
                   14.                   Premiums
                   15.                   Premiums
                   16.                   Premiums
                   17.                   Making Withdrawals From Your Policy
                   18.                   About Us - The Funds; Charges and
                                         Deductions
                   19.                   Your Policy - Policy Rights
                   20.                   Not Applicable
                   21.                   Loans
                   22.                   Not Applicable
                   23.                   Not Applicable
                   24.                   Not Applicable
                   25.                   About Us - Hartford Life Insurance
                                         Company
                   26.                   Not Applicable
                   27.                   About Us - Hartford Life Insurance
                                         Company
                   28.                   Statement of Additional Information -
                                         General Information and History
                   29.                   About Us - Hartford Life Insurance
                                         Company
                   30.                   Not Applicable
                   31.                   Not Applicable

<PAGE>




         Item No. of Form N-8B-2                  Caption In Prospectus
         -----------------------                  ---------------------
                   32.                   Not Applicable
                   33.                   Not Applicable
                   34.                   Not Applicable
                   35.                   Statement of Additional Information -
                                         Distribution of the Policies
                   36.                   Not required by Form S-6
                   37.                   Not Applicable
                   38.                   Statement of Additional Information -
                                         Distribution of the Policies
                   39.                   Statement of Additional Information -
                                         Distribution of the Policies
                   40.                   Not Applicable
                   41.                   Statement of Additional Information -
                                         Distribution of the Policies
                   42.                   Not Applicable
                   43.                   Not Applicable
                   44.                   Premiums
                   45.                   Not Applicable
                   46.                   Premiums; Making Withdrawals From Your
                                         Policy
                   47.                   About Us - The Funds
                   48.                   Cover Page; About Us - Hartford Life
                                         Insurance Company
                   49.                   Not Applicable
                   50.                   About Us - Separate Account Five
                   51.                   Not Applicable
                   52.                   About Us - The Funds
                   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>





                                    PART A




<PAGE>
   
HARTFORD LIFE INSURANCE COMPANY
PUTNAM HARTFORD INHERITANCE 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 information you should know before you purchase Putnam
Hartford Inheritance Manager Variable Life. Please read it carefully.
    
 
   
Putnam Hartford Inheritance Manager Variable Life is a modified single premium
variable life insurance policy. It is:
    
 
   
X Modified single premium, because you make one single premium payment, and
  under certain limited circumstances, you may make additional premium payments.
    
 
   
X Variable, because the value of your life insurance policy will fluctuate with
  the performance of the underlying funds.
    
 
   
At purchase, you allocate your payments to "Sub-Accounts" or subdivisions of our
Separate Account, an account that keeps your life insurance policy assets
separate from our company assets. These Sub-Accounts then purchase shares of
mutual funds set up exclusively for variable annuity or variable life insurance
products. These funds are not the same mutual funds that you buy through your
stockbroker or through a retail mutual fund. They may have similar investment
strategies and the same fund managers as retail mutual funds. This life
insurance policy offers you funds with investment strategies ranging from
conservative to aggressive and you may pick those funds that meet your
investment style.
    
 
   
The Sub-Accounts and the Funds are listed below:
    
 
   
- - Putnam Asia Pacific Growth Sub-Account which purchases Class IA shares of
  Putnam VT Asia Pacific Growth Fund of Putnam Variable Trust
    
 
   
- - Putnam Diversified Income Sub-Account which purchases Class IA shares of
  Putnam VT Diversified Income Fund of Putnam Variable Trust
    
 
   
- - Putnam The George Putnam Fund of Boston Sub-Account which purchases Class IA
  shares of Putnam VT The George Putnam Fund of Boston of Putnam Variable Trust
    
 
   
- - Putnam Global Asset Allocation Sub-Account which purchases Class IA shares of
  Putnam VT Global Asset Allocation Fund of Putnam Variable Trust
    
 
   
- - Putnam Global Growth Sub-Account which purchases Class IA shares of Putnam VT
  Global Growth Fund of Putnam Variable Trust
    
 
   
- - Putnam Growth and Income Sub-Account which purchases Class IA shares of Putnam
  VT Growth and Income Fund of Putnam Variable Trust
    
 
   
- - Putnam Health Sciences Sub-Account which purchases Class IA shares of Putnam
  VT Health Sciences Fund of Putnam Variable Trust
    
 
   
- - Putnam High Yield Sub-Account which purchases Class IA shares of Putnam VT
  High Yield Fund of Putnam Variable Trust
    
 
   
- - Putnam Income Sub-Account (formerly Putnam U.S. Government and High Quality
  Bond Sub-Account) which purchases Class IA shares of Putnam VT Income Fund
  (formerly Putnam VT U.S. Government and High Quality Bond Fund) of Putnam
  Variable Trust
    
 
   
- - Putnam International Growth Sub-Account which purchases Class IA shares of
  Putnam VT International Growth Fund of Putnam Variable Trust
    
 
   
- - Putnam International Growth and Income Sub-Account which purchases Class IA
  shares of Putnam VT International Growth and Income Fund of Putnam Variable
  Trust
    
 
   
- - Putnam International New Opportunities Sub-Account which purchases Class IA
  shares of Putnam VT International New Opportunities Fund of Putnam Variable
  Trust
    
 
                            1     - PROSPECTUS
<PAGE>
   
- - Putnam Investors Sub-Account which purchases Class IA shares of Putnam VT
  Investors Fund of Putnam Variable Trust
    
 
   
- - Putnam Money Market Sub-Account which purchases Class IA shares of Putnam VT
  Money Market Fund of Putnam Variable Trust
    
 
   
- - Putnam New Opportunities Sub-Account which purchases Class IA shares of Putnam
  VT New Opportunities Fund of Putnam Variable Trust
    
 
   
- - Putnam New Value Sub-Account which purchases Class IA shares of Putnam VT New
  Value Fund of Putnam Variable Trust
    
 
   
- - Putnam OTC & Emerging Growth Sub-Account which purchases Class IA shares of
  Putnam VT OTC & Emerging Growth Fund of Putnam Variable Trust
    
 
   
- - Putnam Research Sub-Account which purchases Class IA shares of Putnam VT
  Research Fund of the Putnam Variable Trust
    
 
   
- - Putnam Utilities Growth and Income Sub-Account which purchases Class IA shares
  of Putnam VT Utilities Growth and Income Fund of Putnam Variable Trust
    
 
   
- - Putnam Vista Sub-Account which purchases Class IA shares of Putnam VT Vista
  Fund of Putnam Variable Trust
    
 
   
- - Putnam Voyager Sub-Account which purchases Class IA shares of Putnam VT
  Voyager Fund of Putnam Variable Trust
    
 
   
If you decide to buy this life insurance policy, you should keep this prospectus
for your records. Although we file the Prospectus with the Securities and
Exchange Commission, the Commission doesn't approve or disapprove these
securities or determine if the information is truthful or complete. Anyone who
represents that the Securities and Exchange Commission ("SEC") does these things
may be guilty of a criminal offense.
    
 
   
You can call us at 1-800-231-5453 to ask us questions, or to get a Statement of
Additional Information, free of charge. The Statement of Additional Information
contains more information about this life insurance policy and, like this
prospectus, is filed with the Securities and Exchange Commission.
    
 
   
We file other information with the Securities and Exchange Commission. You may
read and copy any document we file at the SEC's public reference room in
Washington, DC 20549-6009. Please call the SEC at 1-800-SEC-0330 for further
information. Our SEC filings, including this prospectus, are also available to
the public at the SEC's web site at http://www.sec.gov.
    
 
   
This life insurance policy IS NOT:
    
 
   
- - a bank deposit or obligation
    
 
   
- - federally insured
    
 
   
- - endorsed by any bank or governmental agency
    
 
   
- - available for sale in all states
    
 
   
Prospectus Dated: May 3, 1999
    
 
                            2     - PROSPECTUS
<PAGE>
   
TABLE OF CONTENTS
    
      -------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                                         Page
 ----------------------------------------------------------------------------
 <S>                                                                     <C>
    Summary of Benefits and Risks                                          4
 ----------------------------------------------------------------------------
    Fee Table                                                              5
 ----------------------------------------------------------------------------
    About Us                                                               7
 ----------------------------------------------------------------------------
       Hartford Life Insurance Company                                     7
 ----------------------------------------------------------------------------
       Separate Account Five                                               7
 ----------------------------------------------------------------------------
       The Funds                                                           7
 ----------------------------------------------------------------------------
    Charges and Deductions                                                 9
 ----------------------------------------------------------------------------
    Your Policy                                                           11
 ----------------------------------------------------------------------------
    Premiums                                                              13
 ----------------------------------------------------------------------------
 
<CAPTION>
                                                                         Page
 <S>                                                                     <C>
 ----------------------------------------------------------------------------
 
    Death Benefits and Policy Values                                      14
 ----------------------------------------------------------------------------
    Making Withdrawals From Your Policy                                   16
 ----------------------------------------------------------------------------
    Loans                                                                 17
 ----------------------------------------------------------------------------
    Lapse and Reinstatement                                               17
 ----------------------------------------------------------------------------
    Federal Tax Considerations                                            18
 ----------------------------------------------------------------------------
    Legal Proceedings                                                     21
 ----------------------------------------------------------------------------
    Other Matters                                                         21
 ----------------------------------------------------------------------------
    Glossary of Special Terms                                             23
 ----------------------------------------------------------------------------
    Appendix A: Special Information for Policies Purchased in New York    24
 ----------------------------------------------------------------------------
</TABLE>
    
 
                            3     - PROSPECTUS
<PAGE>
   
SUMMARY OF BENEFITS AND RISKS
    
      -------------------------------------------------------------------
 
   
BENEFITS OF YOUR POLICY
    
   
FLEXIBILITY -- The policy is designed to be flexible to meet your specific life
insurance needs. You have the flexibility to choose your premium payment,
settlement options and investment options.
    
 
   
RIGHT TO EXAMINE -- For a limited time, usually 10 days after you receive your
life insurance policy, you may cancel it without paying a surrender charge. A
longer period maybe provided in certain states.
    
 
   
CASH VALUES -- Your policy has a cash value. The value of your policy will
fluctuate with the performance of the underlying funds.
    
 
   
DEATH BENEFIT -- You designate a beneficiary who will receive the Death Benefit
if you die while the policy is in force. The policy pays a minimum Death
Benefit, called the "Face Amount." The actual Death Benefit may be larger than
the Face Amount if the underlying funds of the policy perform well.
    
 
   
INVESTMENT OPTIONS -- Your policy offers a choice of investment options. You may
transfer money among your investment options, subject to the restrictions
described in this prospectus and the funds' prospectuses.
    
 
   
SURRENDERS -- At any time, you may surrender all or part of your policy. Each
year you may surrender the greater of up to 10% of your premium payments or 100%
of your Account Value minus premiums paid without being charged a surrender
charge. (See "Risks of Your Policy" below)
    
 
   
LOANS -- You can take a loan on the policy. Your policy provides for two types
of cash loans. Your policy secures the loans. Loans may not exceed 90% of the
policy's cash value.
    
 
   
SETTLEMENT OPTIONS -- You may choose to receive surrender or death benefit
proceeds over a period of time by using one of our settlement options.
    
 
   
WHAT DOES YOUR PREMIUM PAYMENT PAY FOR?
    
   
Your premium payment pays for insurance coverage, it acts as an investment in
the Sub-Accounts, and it pays for sales charges, premium taxes and
administrative fees.
    
 
   
RISKS OF YOUR POLICY
    
   
INVESTMENT PERFORMANCE -- The value of your policy will fluctuate with the
performance of its underlying funds. Your investment options may decline in
value, or they may not perform to your expectations. Your policy values in the
Sub-Accounts are not guaranteed.
    
 
   
UNSUITABLE FOR SHORT-TERM SAVINGS -- The policy is designed for long term
financial planning. You should not purchase the policy if you will need your
premium payment in a short time.
    
 
   
RISK OF LAPSE -- Your policy could terminate if the value of the policy becomes
so low that it cannot support the policy's monthly charges and fees. If this
occurs, we will notify you in writing. You will then have a 61-day grace period
to pay additional amounts to prevent the policy from terminating.
    
 
   
LOANS -- Taking a loan from your policy may increase the risk that your policy
will terminate, may have a permanent effect on the policy's Account Value, and
may reduce the death benefit proceeds.
    
 
   
SURRENDER AND PARTIAL SURRENDERS -- You may have to pay tax on the money you
take out and, if you take money out before you are 59 1/2 you may have to pay a
federal income tax penalty.
    
 
   
TRANSFER LIMITATIONS -- We reserve the right to limit the size of transfers and
to limit the number and frequency of transfers among your investment options.
    
 
   
ADVERSE TAX CONSEQUENCES -- Under current tax law, your Beneficiaries will
receive the Death Benefit free of federal income tax. However, you may be
required to pay federal income tax if you receive any loans, surrenders or other
amounts from the policy, and you may also be subject to a 10% federal income
penalty tax if you take money out prior to age 59 1/2.
    
 
                            4     - PROSPECTUS
<PAGE>
   
FEE TABLE
    
      -------------------------------------------------------------------
 
   
The following tables describes the MAXIMUM fees and expenses that you will pay
when buying, owning, and surrendering the policy. The first table describes the
maximum fees and expenses that you will pay at the time that you surrender the
policy.
    
 
   
SURRENDER FEES
    
 
   
<TABLE>
<CAPTION>
                                                                                        Policies from Which Charge is
       Charge            When Charge is Deducted              Amount Deducted                      Deducted
<S>                   <C>                             <C>              <C>              <C>
- ----------------------------------------------------------------------------------------------------------------------
Surrender Charges     When you fully or partially     A percentage of the amount        All, if the surrender is
                      surrender your policy.          surrendered, not to exceed the    subject to a charge.
                                                      premium payments, depending on
                                                      the Policy Year, in which the
                                                      premium payment was made.
                                                      The percentage is as follows:
                                                        Policy Year      Percentage
                                                      ---------------  ---------------
                                                             1               7.5%
                                                             2               7.5%
                                                             3               7.5%
                                                             4                 6%
                                                             5                 6%
                                                             6                 4%
                                                             7                 4%
                                                             8                 2%
                                                             9                 2%
                                                            10+                0%
- ----------------------------------------------------------------------------------------------------------------------
Unamortized Tax       Upon surrender or partial       A percentage of the Account       Only policies which elect
Charge                surrender of the policy.        Value depending on the Policy     Option 1.
                                                      Year the surrender takes place.
                                                      The percentage is as follows:
                                                        Policy Year      Percentage
                                                      ---------------  ---------------
                                                             1              2.25%
                                                             2              2.00%
                                                             3              1.75%
                                                             4              1.50%
                                                             5              1.25%
                                                             6              1.00%
                                                             7              0.75%
                                                             8              0.50%
                                                             9              0.25%
                                                            10+             0.00%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
   
The next table describes the MAXIMUM fees and expenses that you will pay
periodically during the time that you own the policy, not including Fund fees
and expenses.
    
 
                            5     - PROSPECTUS
<PAGE>
   
ANNUAL CHARGES OTHER THAN FUND OPERATING EXPENSES
    
 
   
<TABLE>
<CAPTION>
                                                                                             Policies from Which Charge is
       Charge              When Charge is Deducted                Amount Deducted                       Deducted
<S>                   <C>                                <C>                                <C>
- ----------------------------------------------------------------------------------------------------------------------------
Cost of Insurance     Monthly.                           Individualized depending on age,                 All
Charges                                                  sex and other factors.
- ----------------------------------------------------------------------------------------------------------------------------
Mortality and         Monthly.                           - Under Option 1: .90%                           All
Expense Risk Charge                                      (annualized) of Sub-Account Value
                                                           in Policy Years 1-10 and .50%
                                                           (annualized) for Policy Years
                                                           11 and beyond
 
                                                         - Under Option 2: .65%
                                                         (annualized) of Sub-Account Value
                                                           in Policy Years 1-10 and .50%
                                                           (annualized) for Policy Years
                                                           11 and beyond
- ----------------------------------------------------------------------------------------------------------------------------
Tax Expense Charge    Under Option 1: Monthly.           - Under Option 1: .40%                           All
                                                         (annualized) of Account Value for
                                                           Policy Years 1-10
 
                      Under Option 2: Receipt of         - Under Option 2: 4% of each
                      Premium Payment.                     premium payment in all Policy
                                                           Years
- ----------------------------------------------------------------------------------------------------------------------------
Annual Maintenance    On Policy Anniversary Date or                   $30.00                Only policies with an Account
Fee                   upon surrender of the policy.                                         Value of less than $50,000 on
                                                                                            the Policy Anniversary Date or
                                                                                            date of surrender.
- ----------------------------------------------------------------------------------------------------------------------------
Administrative        Monthly.                           .40% (annualized) of Sub-Account                 All
Charge                                                   Value
</TABLE>
    
 
   
The next table describes the Fund fees and expenses that you will pay
periodically during the time that you own the policy. The table shows the
minimum and maximum fees and expenses charged by any of the Funds. More detail
concerning each Fund's fees and expenses is contained in the prospectus for each
Fund.
    
 
   
ANNUAL FUND OPERATING EXPENSES
    
 
   
<TABLE>
<CAPTION>
                                                                                             Policies from Which Charge is
        Charge              When Charge is Deducted         Amount Deducted (annualized)                Deducted
<S>                     <C>                               <C>                               <C>
- ----------------------------------------------------------------------------------------------------------------------------
Management Fees         Daily net asset values of a Fund          0.450% - 1.200 %          All policies, but deductions
                        reflect Management Fees already                                     only from underlying Funds
                        deducted from assets of the                                         selected by you.
                        Fund.
- ----------------------------------------------------------------------------------------------------------------------------
Other Expenses          Daily net asset values of a Fund          0.040% - 0.480%           All policies, but deductions
                        reflect Other Expenses already                                      only from underlying Funds
                        deducted from the assets of the                                     selected by you.
                        Fund.
- ----------------------------------------------------------------------------------------------------------------------------
Total Fund Annual       Daily net asset values of a Fund          0.500% - 1.620%           All policies, but deductions
Expenses                reflect Total Fund Annual                                           only from underlying Funds
                        Operating Expenses already                                          selected by you.
                        deducted from assets of the
                        Fund.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
                            6     - PROSPECTUS
<PAGE>
   
ABOUT US
    
      -------------------------------------------------------------------
 
   
HARTFORD LIFE INSURANCE COMPANY
    
   
Hartford Life Insurance Company is a stock life insurance company engaged in the
business of writing life insurance, both individual and group, in all states of
the United States and the District of Columbia. We were originally incorporated
under the laws of Massachusetts on June 5, 1902, and subsequently redomiciled to
Connecticut. Our offices are located in Simsbury, Connecticut; however, our
mailing address is P.O. Box 2999, Hartford, CT 06104-2999. We are ultimately
controlled by The Hartford Financial Services Group, Inc., one of the largest
financial service providers in the United States.
    
 
   
                               HARTFORD'S RATINGS
    
 
   
<TABLE>
<CAPTION>
                         Effective
Rating Agency         Date of Rating   Rating    Basis of Rating
<S>                   <C>              <C>      <C>
- -----------------------------------------------------------------
A.M. Best and                                   Financial
Company, Inc.               1/1/99         A+   performance
- -----------------------------------------------------------------
                                                Insurer financial
Standard & Poor's           6/1/98        AA    strength
- -----------------------------------------------------------------
                                                Claims paying
Duff & Phelps             12/21/98        AA+   ability
- -----------------------------------------------------------------
</TABLE>
    
 
   
SEPARATE ACCOUNT FIVE
    
   
The Sub-Accounts are subdivisions of our separate account, called Separate
Account Five. The Separate Account was established to keep your life insurance
policy assets separate from our company assets. The investment performance of
the Separate Account is independent from the investment performance of
Hartford's other assets. Hartford's other assets are utilized to pay our
insurance obligations under the policy. Your assets in the Separate Account are
held exclusively for your benefit and the benefit of other policy owners and may
not be used for any other liability of Hartford. Separate Account Five was
established on July 25, 1994 under the laws of Connecticut.
    
 
   
THE FUNDS
    
   
The Sub-Accounts purchase shares of Putnam Variable Trust, an open-end series
investment company with multiple portfolios ("Funds"). Putnam Investment
Management, Inc. ("Putnam Management") serves as the investment manager for the
Funds. Putnam Management is ultimately controlled by Marsh & McLennan Companies,
Inc., a publicly owned holding company whose principal businesses are
international insurance brokerage and employee benefit consulting.
    
 
   
We do not guarantee the investment results of any of the underlying Funds. Since
each underlying Fund has different investment objectives, each is subject to
different risks. These risks and the Funds' expenses are more fully described in
the accompanying prospectus for the Funds, and the Statement of Additional
Information, which may be ordered from us. The Funds' prospectus should be read
in conjunction with this Prospectus before investing.
    
 
   
The Funds may not be available in all states.
    
 
   
The investment goals of each of the Funds are as follows:
    
 
   
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.
    
 
   
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.
    
 
   
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
primarily 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 INCOME FUND (FORMERLY PUTNAM VT U.S. GOVERNMENT AND HIGH QUALITY BOND
FUND) -- Seeks high current income consistent with what Putnam Management
believes to be prudent risk. The Fund will normally
    
 
                            7     - PROSPECTUS
<PAGE>
   
invest mostly in bonds and other debt securities, and, to a lesser degree, in
preferred stocks.
    
 
   
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 Putnam Management believes offer potential for capital growth and
may, when consistent with its investment objectives, invest in common stocks
that Putnam Management believes 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, convertible bonds and
other equity securities principally traded in securities markets outside the
United States.
    
 
   
PUTNAM VT INVESTORS FUND -- 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 market averages.
    
 
   
PUTNAM VT RESEARCH FUND -- Seeks capital appreciation. The fund is not intended
to be a complete investment program, and there is no assurance it will achieve
its objective.
    
 
   
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.
    
 
   
The Funds 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.
    
 
   
Subject to the general oversight of the Trustees of Putnam Variable Trust,
Putnam Management manages the Funds' portfolios in accordance with their stated
investment objectives and policies, makes investment decisions for the Funds,
places orders to purchase and sell securities on behalf of the Funds, and
administers the affairs of the Funds. For its services, the Funds pay Putnam
Management a quarterly fee. See the accompanying Funds prospectus for a more
complete description of Putnam Management and the respective fees of the Funds.
    
 
   
MIXED AND SHARED FUNDING -- Shares of the Funds may be sold to our other
separate accounts and our insurance company affiliates or other unaffiliated
insurance companies to serve as the underlying investment for both variable
annuity contracts and variable life insurance policies, a practice known as
"mixed and shared funding." As a result, there is a possibility that a material
conflict may arise between the interests of policy owners, owners of other
policies or owners of variable annuity contracts with values allocated to one or
more of these other separate accounts investing in any one of the Funds. In the
event of any such material conflicts, we will consider what action may be
appropriate, including removing the Fund from the Separate Account or replacing
the Fund with another underlying fund. There are certain risks associated with
mixed and shared funding, as disclosed in the Funds' prospectus.
    
 
                            8     - PROSPECTUS
<PAGE>
   
VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:
    
 
   
- - Notify you of any Fund shareholders' meeting if the shares held for your
  policy may be voted.
    
 
   
- - Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your policy.
    
 
   
- - Arrange for the handling and tallying of proxies received from policy owners.
    
 
   
- - Vote all Fund shares attributable to your policy according to instructions
  received from you, and
    
 
   
- - Vote all Fund shares for which no voting instructions are received in the same
  proportion as shares for which instructions have been received.
    
 
   
If any federal securities laws or regulations, or their present interpretation,
change to permit us to vote Fund shares on our own, we may decide to do so. You
may attend any Shareholder Meeting at which shares held for your policy may be
voted. After we begin to make annuity payouts to you, the number of votes you
have will decrease.
    
 
   
CHARGES AND DEDUCTIONS
    
      -------------------------------------------------------------------
 
   
The deductions or charges associated with this policy are subtracted, depending
on the type of deduction or charge, from premium payments as they are made, upon
surrender or partial surrender of the policy, on the Policy Anniversary Date or
on a monthly pro rated basis from each Sub-Account ("Deduction Amount").
    
 
   
Deductions are taken from premium payments before allocations to the
Sub-Accounts are made.
    
 
   
Deduction Amounts are subtracted on the Policy Date and on each Monthly Activity
Date after the Policy Date to cover charges and expenses incurred in connection
with a policy.
    
 
   
Each Deduction Amount will be subtracted pro rata from each Sub-Account so 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
"Lapse and Reinstatement".
    
 
   
The deductions and charges associated with your policy are listed below.
    
 
   
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. The
guaranteed cost of insurance charge is a guaranteed maximum monthly rate,
multiplied by the Coverage Amount on the Policy Date or any Monthly Activity
Date. A table of guaranteed maximum 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. For standard risks that require full
underwriting, the guaranteed maximum cost of insurance rate is 100% of the 1980
Commissioner's Standard Ordinary Smoker/Nonsmoker Sex Distinct Age Last Birthday
Mortality Table (1980 CS0 Table). For standard risks eligible for simplified
underwriting, the guaranteed cost of insurance rate is 125% of the 1980 CSO
table through age 90, grading to 100% of the 1980 CSO Table at age 100.
Substandard risks will be assessed a higher guaranteed maximum cost of insurance
rate that will not exceed rates based on a multiple of the 1980 CSO Table. The
multiple will be based on the Insured's substandard rating. Unisex rates may be
required in some states.
    
 
   
Your Coverage Amount is first set on the date we issue your policy and then on
each Monthly Activity Date. The Coverage Amount is the Face Amount minus the
Account Value. There is a Minimum Coverage Amount. It 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 = $70,000
    
   
Insured's attained age = 60
    
   
Minimum Coverage Amount percentage for age 60 = 30%
    
 
   
On the Monthly Activity Date, the Coverage Amount is $30,000. This is calculated
by subtracting the Account Value on the Monthly Activity Date ($70,000) from the
Face Amount ($100,000), subject to a possible Minimum Coverage Amount
adjustment. This Minimum Coverage Amount is determined by taking a percentage of
the Account Value on the Monthly Activity Date. In this case, the Minimum
    
 
                            9     - PROSPECTUS
<PAGE>
   
Coverage Amount is $21,000 (30% of $70,000). Since $21,000 is less than the Face
Amount less the Account Value ($30,000), no adjustment is necessary. Therefore,
the Coverage Amount will be $30,000.
    
 
   
Assume that the Account Value in the above example was $90,000. The Minimum
Coverage Amount would be $27,000 (30% of $90,000). Since this is greater than
the Face Amount less the Account Value ($10,000), the Coverage Amount for the
Policy Month is $27,000. (For an explanation of the Death Benefit, see "Death
Benefit and Policy Values".)
    
 
   
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.
    
 
   
POLICY OWNER OPTIONS
    
   
You, at the time the policy is issued, will elect one of two options described
below to pay charges relating to CERTAIN TAXES AND MORTALITY AND EXPENSE RISK
CHARGES. The option selected by you may affect your Account Value.
    
 
   
OPTION 1: ASSET-BASED CHARGES: Under this payment option, you will pay:
    
   
MORTALITY AND EXPENSE RISK CHARGE: For assuming mortality and expense risks
under the policy, we deduct monthly from Sub-Account Value for Policy Years 1
through 10 a charge equal to an annual rate of 0.90%. In Policy Years 11 and
beyond, the charge drops to an annual rate of 0.50%. The mortality and expense
risk charge is broken into charges for mortality risks and for expense risks:
    
 
   
MORTALITY RISK -- The mortality risk we assume is that the cost of insurance
charges specified in the policy will be insufficient to pay claims. We also
assume a risk that the Death Proceeds will exceed: (1) the Coverage Amount on
the date of death; and (2) your policy's Account Value on the date we receive
written notice of death.
    
 
   
EXPENSE RISK -- The expense risk we assume is that expenses we incur in issuing
and administering your policy will exceed the administrative charges.
    
 
   
We may profit from the mortality and expense risk charge and may use any profits
for any proper purpose, including any difference between the cost we incur in
distributing the policies and the proceeds of the Surrender Charge. The
mortality and expense risk charge is deducted while the policy is in force,
including the duration of a settlement option.
    
 
   
TAX EXPENSE CHARGE: During the first ten years of your policy, we deduct a
monthly charge equal to an annual rate of 0.40% from your Account Value. This
tax expense charge compensates us for certain expenses including:
    
 
   
(1) Premium taxes imposed by various states and local jurisdictions.
    
 
   
A premium tax deduction of 0.25% of the Account Value is deducted over ten
Policy Years and approximates our average expenses for state and local premium
taxes. Premium taxes vary, ranging from zero to more than 4.0%. The premium tax
deduction is made whether or not any premium tax applies. The deduction may be
higher or lower than the premium tax imposed. However, we do not expect to make
a profit from this deduction. The cost of the capitalization of certain policy
acquisition expenses under Section 848 of the Internal Revenue Code.
    
 
   
(2) During your first ten Policy Years, we deduct a charge of 0.15% of Account
    Value. This charge helps reimburse us for the approximate expenses we incur
    from federal taxes we pay under Section 848 of the Internal Revenue Code.
    
 
   
UNAMORTIZED TAX CHARGE: Under Option 1, during the first nine Policy Years, an
Unamortized Tax charge is imposed on surrender or partial surrenders. The
Unamortized Tax charge is shown below, as a percentage of amount surrendered,
during each Policy Year:
    
 
   
<TABLE>
<CAPTION>
POLICY YEAR     RATE
- ------------  ---------
<S>           <C>
     1            2.25%
     2            2.00%
     3            1.75%
     4            1.50%
     5            1.25%
     6            1.00%
     7            0.75%
     8            0.50%
     9            0.25%
    10+           0.00%
</TABLE>
    
 
   
After the ninth Policy Year, no Unamortized Tax charge will be imposed.
    
 
   
OPTION 2: FRONTED CHARGES: Under this option, you will pay:
    
 
   
MORTALITY AND EXPENSE RISK CHARGE: For assuming mortality and expense risks
under the policy, we will deduct monthly from Sub-Account Value for Policy Years
1 through 10 a charge equal to an annual rate of 0.65%. In Policy Years 11 and
beyond, the charge drops to an annual rate of 0.50%. The mortality and expense
risk charge is broken into charges for mortality risks and for expense risks:
    
 
   
MORTALITY RISK -- The mortality risk we assume is that the cost of insurance
charges specified in the policy will be insufficient to pay claims. We also
assume a risk that your policy's Death Benefit will exceed: (1) the Coverage
Amount on the date of death; and (2) your policy's Account Value on the date we
receive written notice of death.
    
 
                            10    - PROSPECTUS
<PAGE>
   
EXPENSE RISK -- The expense risk we assume is that expenses we incur in issuing
and administering the Policies will exceed the administrative charges set in the
policy.
    
 
   
TAX EXPENSE CHARGE: We deduct a charge equal to 4.0% from all premium payments.
This charge compensates us for certain expenses including:
    
 
   
(1) Premium taxes imposed by various states and local jurisdictions.
    
 
   
A premium tax deduction of 2.5% of premium approximates our average expenses for
state and local premium taxes. Premium taxes vary, ranging from zero to more
than 4.0%. The premium tax deduction is made whether or not any premium tax
applies. The deduction may be higher or lower than the premium tax imposed.
However, we do not expect to make a profit from this deduction.
    
 
   
(2) The cost of the capitalization of certain policy acquisition expenses under
    Section 848 of the Internal Revenue Code.
    
 
   
The charge of 1.5% of premium payments helps reimburse us for the approximate
expenses we incur from federal taxes we pay under Section 848 of the Internal
Revenue Code.
    
 
   
This Option may not be available in all states.
    
 
   
ANNUAL MAINTENANCE FEE -- The annual maintenance fee is a flat fee that is
deducted from your Account Value to reimburse us for expenses relating to the
maintenance of the policy. The annual $30 charge is deducted on a Policy
Anniversary or when the policy is fully surrendered if the Account Value at
either of those times is less than $50,000. We reserve the right to waive the
annual maintenance fee under other conditions.
    
 
   
ADMINISTRATIVE CHARGE -- We will deduct a monthly administrative charge from
Sub-Account Value equal to an annual rate of 0.40%. This charge compensates us
for expenses incurred in the administration of the Separate Account and the
policy.
    
 
   
SURRENDER CHARGE -- We may charge you a Surrender Charge when you surrender
amounts invested in your policy. We assess a Surrender Charge on amounts
surrendered in any Policy Year that exceed the greater of 10% of the premiums
you have paid into your policy or 100% of your Account Value minus premiums
paid. If the amount you paid has been in your policy:
    
 
   
X For less than three years, the charge is 7.5%.
    
 
   
X For more than three years and less than five years, the charge is 6%.
    
 
   
X For more than five years and less than seven years, the charge is 4%.
    
 
   
X For more than seven years and less than nine years, the charge is 2%.
    
 
   
X For more than nine years, the charge is 0%.
    
 
   
In determining the Surrender Charge, any surrender or partial surrender during
the first ten Policy Years will first come from premiums paid and then from
earnings. If an amount equal to all premiums paid has been withdrawn, no
Surrender Charge will be assessed on the remaining Account Value.
    
 
   
The Surrender Charge is imposed to cover a portion of the sales expense incurred
by us in distributing the Policies. This expense includes commissions,
advertising and the printing of prospectuses.
    
 
   
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' prospectuses accompanying
this Prospectus.
    
 
   
YOUR POLICY
    
      -------------------------------------------------------------------
 
   
POLICY RIGHTS
    
 
   
POLICY OWNER, OR "YOU" -- As long as your policy is in force, you may exercise
all rights under the policy while the Insured is alive and a beneficiary has not
been irrevocably named.
    
 
   
BENEFICIARY -- You name the beneficiary in the application for the policy. You
may change the beneficiary (unless irrevocably named) during the Insured's
lifetime by written request to us. 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
    
 
   
You may assign your policy as collateral for a loan or other obligation. Until
you notify us in writing, we are not
    
 
                            11    - PROSPECTUS
<PAGE>
   
responsible for any payment made or action taken. We are not responsible for the
validity of any assignment.
    
 
   
STATEMENTS TO POLICY OWNERS -- We will send you a statement at least once each
year, showing:
    
 
   
(a) the current Account Value, Cash Surrender Value and Face Amount;
    
 
   
(b) the premiums paid, monthly deduction amounts and any loans since your last
    statement;
    
 
   
(c) the amount of any Indebtedness;
    
 
   
(d) any notifications required by the provisions of your policy; and
    
 
   
(e) any other information required by the Insurance Department of the state
    where your policy was delivered.
    
 
   
LIMIT ON RIGHT TO CONTEST -- During the Insured's lifetime, we may not contest
the validity of the policy after it has been in force for two years from date we
issue the policy. If the policy is reinstated, the two-year period is measured
from the date of reinstatement. Any increase in the Coverage Amount as a result
of a premium payment is contestable for two years from its effective date. In
addition, if the Insured commits suicide within two years from the date we issue
the policy, or such period as specified in state law, the benefit payable will
be limited to the Account Value minus 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.
    
 
   
POLICY LIMITATIONS
    
   
DIVIDENDS -- No dividends will be paid under the policy.
    
 
   
TRANSFERS OF ACCOUNT VALUE -- While the policy remains in force, and subject to
our transfer rules then in effect, you may request that part or all of the
Account Value of a particular Sub-Account be transferred to other Sub-Accounts.
We reserve the right to restrict the number of these 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 us toll free
1-800-231-5453. Transfers by telephone may be made by the agent of record or by
an attorney-in-fact pursuant to a power of attorney. Telephone transfers may not
be permitted in some states. Hartford, its agents or affiliates will not be
responsible for losses resulting from acting upon telephone requests reasonably
believed to be genuine. We will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. The procedures we follow for
transactions initiated by telephone include requirements that callers provide
certain information for identification purposes. All transfer instructions
received by telephone are tape-recorded. We will send you a confirmation of the
transfer within five days from the date of any transfer.
    
 
   
It is your responsibility to verify the accuracy of all confirmations and to
promptly advise us of any inaccuracies within 30 days of receipt.
    
 
   
CHANGES TO POLICY OR SEPARATE ACCOUNT
    
   
SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS -- We reserve the right, subject
to any applicable law, to make certain changes to the Funds offered under your
policy. We may, in our sole discretion, establish new Funds. New Funds will be
will be made available to existing policyholders as we determine appropriate. We
may also close one or more Funds to additional payments or transfers from
existing Sub-Accounts.
    
 
   
We reserve the right to eliminate the shares of any of the Funds for any reason
and to substitute shares of another registered investment company for the shares
of any Fund already purchased or to be purchased in the future by the Separate
Account. To the extent required by the Investment Company Act of 1940 (the "1940
Act"), substitutions of shares attributable to your interest in a Fund will not
be made until we have the approval of the Commission and we have notified you of
the change.
    
 
   
In the event of any change, we may, by appropriate endorsement, make any changes
in the policy necessary or appropriate to reflect the modification. If we decide
that it is in the best interest contracts owners, the Separate Account may be
operated as a management company under the 1940 Act or any other form permitted
by law, may be de-registered under the 1940 Act in the event such registration
is no longer required, or may be combined with one or more other Separate
Accounts.
    
 
   
SEPARATE ACCOUNT TAXES -- Currently, there is no charge for federal income taxes
that may be attributable to the Separate Account. However, we reserve the right
to make such a charge in the future. Charges for other taxes, if any,
attributable to the Separate Account may also be made.
    
 
   
OTHER BENEFITS OF YOUR POLICY
    
   
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 policy 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.
    
 
                            12    - PROSPECTUS
<PAGE>
   
1.  The cost of insurance charges under the last survivor policies are
    determined in a manner that reflects the anticipated mortality of the two
    Insureds and the fact that the Death Benefit is not payable until the death
    of the second Insured. See the last survivor illustrations in "Statement of
    Additional Information."
    
 
   
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.  The younger Insured's attained age is used to calculate the Minimum Death
    Benefit to ensure that the policy continues to qualify as life insurance.
    
 
   
6.  Additional tax disclosures applicable to last survivor policies are provided
    in "Federal Tax Considerations."
    
 
   
PREMIUMS
    
      -------------------------------------------------------------------
 
   
APPLICATION FOR A POLICY -- To purchase a policy you must submit an application
to us. A policy will be issued only on the lives of Insureds age 90 and under
who supply evidence of insurability satisfactory to us. Acceptance is subject to
our underwriting rules and we reserve the right to reject an application for any
reason. If your application for a policy is rejected, then your initial premium
payment will be returned along with an additional amount for interest, based on
the current rate being credited by us. Other than those described in this
prospectus, no change in the terms or conditions of a policy will be made
without your consent. Generally, the minimum initial premium we accept is
$10,000. We may accept less than $10,000 under certain circumstances.
    
 
   
Your policy is effective after we receive all outstanding delivery requirements
and receive your initial premium. The date your policy becomes effective is
called the Policy Date. This date is the date used to determine all future
cyclical transactions on your policy. The Policy Date may be prior to, or the
same as, the date your policy is issued ("Issue Date").
    
 
   
If your Coverage Amount is over then current limits established by us, we will
not accept your initial premium payment with your application. In other cases
where we receive the initial payment with the application, we will provide fixed
conditional insurance during underwriting according to the terms of conditional
receipt established by us. 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, then on policy delivery we will require a sufficient
payment to place the insurance in force.
    
 
   
PREMIUM PAYMENTS -- You pay a single premium and, subject to restrictions,
additional premiums. You may choose a minimum initial premium of 80%, 90% or
100% of the Guideline Single Premium (based on the Face Amount).
    
 
   
UNDERWRITING RULES OF YOUR POLICY
    
   
- - Under current underwriting rules, which are subject to change, if you are
  between ages 35 and 80, you may be eligible for simplified underwriting
  without a medical examination if you meet simplified underwriting standards.
    
 
   
- - If you are below age 35 or above age 80, or do not meet simplified
  underwriting eligibility, full underwriting applies, except that substandard
  underwriting applies only in those cases that represent substandard risks
  according to customary underwriting guidelines.
    
 
   
Your policy allows for additional premium payments so long as the additional
premiums do not cause the policy to fail to meet the definition of a life
insurance policy under Section 7702 of the Code. The amount and frequency of
additional premium payments will affect the Cash Value and the amount and
duration of insurance. We may require evidence of insurability for any
additional premiums that increase the Coverage Amount. Premiums, which do not
meet the tax qualification guidelines for life insurance under the Internal
Revenue Code, will not be applied to your policy.
    
 
   
ALLOCATION OF PREMIUMS -- Within three business days of receipt of your
completed application and your initial premium payment at our Home Office, we
allocate your entire premium payment to the Putnam Money Market Sub-Account.
    
 
   
We will then allocate the Account Value in the Putnam Money Market Sub-Account
to the Sub-Accounts according to the premium allocations you specify in your
policy application. The allocation is made upon the expiration of the right
    
 
                            13    - PROSPECTUS
<PAGE>
   
to examine policy period, or the date we receive the final requirement to put
the policy in force, whichever is later.
    
 
   
ACCUMULATION UNITS -- The premiums you allocate to the Sub-Accounts are used to
purchase Accumulation Units in such Sub-Accounts. We determine the number of
Accumulation Units of each Sub-Account by dividing the amount of premium you
have allocated to the Sub-Account by the accumulation unit value of that
particular Sub-Account.
    
 
   
ACCUMULATION UNIT VALUES -- The accumulation unit value for each Sub-Account
varies to reflect the investment experience of the applicable underlying Fund.
To determine the current accumulation unit value, we take the prior Valuation
Day's accumulation unit value and multiply it by the Net Investment Factor for
the Valuation Period then ended.
    
 
   
The Net Investment Factor is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next. The Net Investment Factor for
each Sub-Account equals:
    
 
   
- - The net asset value per share of each Fund held in the Sub-Account at the end
  of the current Valuation Period; divided by
    
 
   
- - The net asset value per share of each Fund held in the Sub-Account at the
  beginning of the Valuation Period.
    
 
   
You should refer to the Funds' prospectuses accompanying this Prospectus for a
description of how the assets of each Fund are valued, since these
determinations have a direct bearing on the Accumulation Unit Value of the
Sub-Account and therefore the Account Value of a policy.
    
 
   
All valuations in connection with a policy, will be made on the date your
request or payment is received by us before the close of the New York Stock
Exchange on any Valuation Day at our Home Office. Otherwise a valuation will be
made on the next date which is a Valuation Day.
    
 
   
ACCOUNT VALUE -- Each policy has an Account Value. There is no minimum
guaranteed Account Value. A policy's Account Value equals the policy's value in
all of the Sub-Accounts and any amounts in the Loan Account.
    
 
   
The Account Value of your policy is related to the net asset value of the Funds
to which your have allocated your premiums. The Account Value on any Valuation
Day is calculated by multiplying the number of Accumulation Units by the
Accumulation Unit Value and then totaling the results for all the Sub-Accounts.
The Account Value of a policy changes on a daily basis and is computed on each
Valuation Day. Therefore, your Account Value varies to reflect the investment
performance of the underlying Funds, the value of the Loan Account and the
monthly Deduction Amounts.
    
 
   
SUSPENSION OF VALUATION, PAYMENTS AND TRANSFERS -- We will suspend all
procedures requiring valuation (including transfers, surrenders and loans) when:
    
 
   
(a) the New York Stock Exchange is closed;
    
 
   
(b) trading on the New York Stock Exchange is restricted by the SEC;
    
 
   
(c) the SEC permits and orders postponement; or
    
 
   
(d) the SEC determines that an emergency exists to restrict valuation.
    
 
   
DEATH BENEFITS AND POLICY VALUES
    
      -------------------------------------------------------------------
 
   
DEATH BENEFIT -- While in force, your policy provides for the payment of the
Death Proceeds to the beneficiary when the Insured under the policy dies. You
must notify us in writing as soon as possible after the death of the Insured.
The Death Proceeds payable to the beneficiary equal the Death Benefit less any
loans outstanding.
    
 
   
We will pay interest of at least 3 1/2% per year on the Death Proceeds from the
date of the Insured's death to the date payment is made or a settlement option
is elected. At such times, the proceeds are not subject to the investment
experience of the Separate Account.
    
 
   
The Death Benefit equals the greater of:
    
 
   
(1) the Face Amount; or
    
 
   
(2) the Account Value multiplied by a specified percentage.
    
 
   
The percentage varies according to the attained age of the Insured and is
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. This is illustrated in the following examples:
    
 
   
<TABLE>
<CAPTION>
EXAMPLES:                           A          B
<S>                             <C>        <C>
- ----------------------------------------------------
Face Amount:                    $ 100,000  $ 100,000
Insured's Age:                     40         40
Account Value on Date of
Death:                          $  46,500  $  34,000
Specified Percentage              250%       250%
</TABLE>
    
 
                            14    - PROSPECTUS
<PAGE>
   
In Example A, the Death Benefit equals $116,250, i.e., the greater of $100,000
(the Face Amount) or $116,250 (the Account Value at the Date of Death of
$46,500, multiplied by the specified percentage of 250%). This amount less any
outstanding loans constitutes the Death Proceeds which we would pay to the
beneficiary.
    
 
   
In Example B, the death benefit is $100,000, i.e., the greater of $100,000 (the
Face Amount) or $85,000 (the Account Value of $34,000, multiplied by the
specified percentage of 250%).
    
 
   
DEATH BENEFIT POLICY PROCEEDS -- Proceeds from the Death Benefit left with us
remain in the Sub-Accounts to which they were allocated at the time of death,
unless the beneficiary elects to reallocate them. Full or partial surrenders may
be made at any time.
    
 
   
All or part of the Death Proceeds may be paid in cash or applied under a
Settlement Option.
    
 
   
SETTLEMENT OPTIONS -- The surrender proceeds or Death Proceeds under your policy
may be paid in a lump sum or may be applied to one of our settlement options.
The minimum amount that may be applied under a settlement option is $5,000,
unless we consent to a lesser amount. UNDER SETTLEMENTS OPTIONS LIFE ANNUITY,
LIFE ANNUITY WITH 120,180, OR 240 MONTHLY PAYMENTS CERTAIN AND JOINT AND LAST
SURVIVOR ANNUITY, NO SURRENDER OR PARTIAL SURRENDERS ARE PERMITTED AFTER
PAYMENTS START. FULL SURRENDER OR PARTIAL SURRENDERS MAY BE MADE FROM THE
INTEREST INCOME SETTLEMENT OPTION, PAYMENTS FOR A DESIGNATED PERIOD SETTLEMENT
OPTION OR THE DEATH BENEFIT POLICY PROCEEDS, BUT THEY ARE SUBJECT TO THE
SURRENDER CHARGE, IF APPLICABLE. THERE MAY BE ADVERSE TAX CONSEQUENCES FOR
PARTIAL SURRENDERS FROM PAYMENTS FOR A DESIGNATED PERIOD SETTLEMENT OPTION.
PLEASE CHECK WITH YOUR TAX ADVISOR BEFORE REQUESTING A PARTIAL SURRENDER.
    
 
   
The following settlement options are available under your policy:
    
 
   
OPTION 1 -- INTEREST INCOME This option offers payments of interest, at the rate
we declare, on the amount applied under this settlement option. The interest
rate will never be less than 3 1/2% per year.
    
 
   
OPTION 2 -- LIFE ANNUITY Death Proceeds are used to purchase a variable annuity
where we make annuity payments as long as the annuitant is living. When the
annuitant dies, we stop making annuity payments. A payee would receive only one
annuity payment if the annuitant dies after the first payment, two annuity
payments if the annuitant dies after the second payment, and so forth.
    
 
   
OPTION 3 -- LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN We make
monthly annuity payments during the lifetime of the annuitant but annuity
payments are at least guaranteed for a minimum of 120, 180 or 240 months, as you
elect. If, at the death of the annuitant, annuity payments have been made for
less than the minimum elected number of months, then the beneficiary can either
receive the present value (as of the date of the annuitant's death) of the
remaining payments in one sum or continue annuity payments for the remaining
period certain.
    
 
   
OPTION 4 -- JOINT AND LAST SURVIVOR LIFE ANNUITY We will make annuity payments
as long as the annuitant and joint annuitant are living. When one annuitant
dies, we continue to make annuity payments until that second annuitant dies. The
annuitant may elect that the payment be less than the payment made during the
joint lifetime of the annuitants. When choosing this option, you must decide
what will happen to the annuity payments after the first annuitant dies.
    
 
   
Under this option, it is possible for an annuitant and joint annuitant to
receive only one payment in the event of the common or simultaneous death of the
annuitants prior to the date of the second payment.
    
 
   
OPTION 5 -- PAYMENTS FOR A DESIGNATED PERIOD We will make annuity payments for
the number of years that you select. You can select between 5 years and 30
years. Under this option, you may, at any time, request a full surrender and
receive the Cash Surrender Value of your policy.
    
 
   
VARIABLE AND FIXED ANNUITY PAYMENTS -- When the settlement option you select
involves an annuity, unless you specify otherwise, the surrender proceeds or
Death Proceeds provide a variable annuity. Fixed annuity options are also
available.
    
 
   
VARIABLE ANNUITY -- Your policy contains tables indicating the minimum dollar
amount of the first monthly payment under a variable annuity for each $1,000 of
value of a Sub-Account. Your first monthly payment varies with the annuity
option chosen and specific parameters chosen by you. The policy contains
variable payment annuity tables derived from the 1983(a) Individual Annuity
Mortality Table, with ages set back one year and with an assumed investment rate
("A.I.R.") of 5% per annum. The assumed investment rate is the investment return
used to calculate subsequent variable annuity payments.
    
 
   
We determine the total first monthly variable annuity payment by multiplying the
Death Proceeds (expressed in thousands of dollars) in a Sub-Account by the
amount of the first monthly payment per $1,000 of value obtained from the tables
in the policy.
    
 
   
The amount of your first monthly variable annuity payment is divided by the
value of an annuity unit 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
    
 
                            15    - PROSPECTUS
<PAGE>
   
due. This determines 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 assumed investment rate. Payments will vary
up or down as the investment rate varies up or down relative to the assumed
investment rate.
    
 
   
FIXED ANNUITY PAYMENTS -- You will receive equal fixed annuity payments
throughout the annuity payment period. We determine fixed annuity payment
amounts by multiplying the amount applied to the annuity by an annuity rate. The
annuity rate is set by us and is not less than the rate specified in the fixed
payment annuity tables in your policy.
    
 
   
Hartford will make any other arrangements for income payments as may be agreed
on.
    
 
   
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 us, we will pay you the Cash Surrender Value. In such case, the
policy will terminate and we will have no further obligations under the policy.
The Maturity Date may be extended by rider where approved, but see "Federal Tax
Considerations -- Income Taxation of Policy Benefits."
    
 
   
CHARGES AND POLICY VALUES -- Your policy value decreases due to the deduction of
policy charges. Policy value may increase or decrease depending on investment
performance. Fluctuations in your Account Value may have an effect on your Death
Benefit. If your policy lapses, your policy terminates and no Death Benefit will
be paid.
    
 
   
MAKING WITHDRAWALS FROM YOUR POLICY
    
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SURRENDERS -- While your policy is in force, you may, without the consent of the
beneficiary (provided the designation of beneficiary is not irrevocable), fully
surrender your policy. Upon surrender, you receive the Cash Surrender Value
determined as of the day we receive your request or the date requested by you,
whichever is later. The Cash Surrender Value equals the Account Value less any
Surrender Charges and any Unamortized Tax charge and all Indebtedness. We pay
the Cash Surrender Value of the policy within seven days of our receipt of your
written request or on the effective surrender date requested by you, whichever
is later. Your policy will terminate on the date of our receipt of the written
request, or the date you request the surrender to be effective, whichever is
later. For a discussion of the tax consequences of surrendering your policy, see
"Federal Tax Considerations".
    
 
   
If you choose to apply the surrender proceeds to a settlement option, the
Surrender Charge will not be imposed to the surrender proceeds applied to the
option. In other words, the surrender proceeds will equal the Cash Surrender
Value without reduction for the Surrender Charge. However, any Unamortized Tax
charge, if applicable, will be deducted from the surrender proceeds to be
applied. In addition, amounts you withdraw from the Interest Income settlement
option, the Payments for a Designated Period settlement option or the Death
Benefit Policy Proceeds are subject to any applicable Surrender Charge.
    
 
   
PARTIAL SURRENDERS -- While your policy is in force, you may elect, by written
request, to make partial surrenders from the Cash Surrender Value. The Cash
Surrender Value, after partial surrender, must at least equal our minimum amount
rules then in effect; otherwise, the request will be treated as a request for
full surrender. The partial surrenders will be deducted pro rata from each
Sub-Account, unless the you instruct otherwise. The Face Amount will be reduced
proportionate to the reduction in the Account Value due to the partial
surrender. Partial surrenders in excess of the greater of 10% of premiums or
100% of Account Value less premiums paid will be subject to the Surrender Charge
and any Unamortized Tax charges. For a discussion of the tax consequences of
partial surrenders, see "Federal Tax Considerations".
    
 
   
RIGHT TO EXAMINE -- You have a limited right to return your policy for
cancellation. You may deliver or mail the policy to us or to the agent from whom
it was purchased any time during your free look period. Your free look period
begins on the day you get your policy and ends ten days after you get it (or
longer in some states). In such event, the policy will be rescinded and we will
pay an amount equal to the greater of the premiums paid for the policy less any
Indebtedness or the sum of: i) the Account Value less any Indebtedness, on the
date the returned policy is received by us or the agent from whom it was
purchased; and, ii)any deductions under the policy or charges associated with
the Separate Account. If your policy is replacing another policy,
    
 
                            16    - PROSPECTUS
<PAGE>
   
your free look period and the amount paid to you upon the return of your policy
vary by state.
    
 
   
RIGHT TO EXCHANGE -- Once the policy is in effect, it may be exchanged, during
the first 24 months after its issuance, for a non-variable flexible premium
adjustable life insurance policy offered by us (or an affiliated company) on the
life of the Insured. No evidence of insurability will be required. The new
policy will have, at your election, either the same Coverage Amount as under the
exchanged policy on the date of exchange or the same Death Benefit. The
effective date, issue date and issue age will be the same as existed under the
exchanged policy. If a policy loan was outstanding, the entire loan must be
repaid. The exchange is subject to adjustments in payments and Account Values to
reflect variances, if any, in the payments and Account Values under this policy
and the new policy.
    
 
   
LOANS
    
      -------------------------------------------------------------------
 
   
AVAILABILITY OF LOANS -- At any time while the policy is in force, you, without
the consent of the beneficiary, (provided the designation of beneficiary is not
irrevocable) may borrow against the policy by assigning it as sole security to
us. Two types of cash loans are available. Any new loan taken together with any
existing Indebtedness may not exceed 90% of the Cash Value. The minimum loan
amount that we will allow is $25.00.
    
 
   
The proceeds of a loan will be delivered to you within seven business days of
our receipt of the loan request.
    
 
   
Unless you specify otherwise, all loan amounts will be transferred pro rata
basis from each Sub-Account to the Loan Account. The difference between the
value of the Loan Account and the Indebtedness will be transferred on a pro-rata
basis from the Sub-Accounts to the Loan Account on each Monthly Activity Date.
    
 
   
If total Indebtedness equals or exceeds the Account Value of the policy on any
Monthly Activity Date, we will give you written notice that, unless we receive
an additional payment within 61 days to reduce the aggregate outstanding loan(s)
secured by the policy, the policy may lapse. See "Lapse and Reinstatement."
    
 
   
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."
    
 
   
LOAN REPAYMENTS -- You can repay all or any part of a loan at any time while
your policy is in force. The amount of your policy loan repayment will be
deducted from the Loan Account. It will be allocated among the Sub-Accounts in
the same percentage as premiums are allocated. Any outstanding loan at the end
of a grace period must be repaid before the policy will be reinstated.
    
 
   
EFFECT OF LOANS ON ACCOUNT VALUE -- A loan, whether or not repaid, has a
permanent effect on your Account Value. This effect occurs because the
investment result of each Sub-Account applies only to the amount remaining in
such Sub-Accounts. The longer a loan is outstanding, the greater the effect on
your Account Value 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, your Account Value will not increase as
rapidly as it would have had no loan been made. If the Sub-Accounts earn less
than the Loan Account, then your Account Value will be greater than it would
have been had no loan been made. If not repaid, the aggregate amount of the
outstanding Indebtedness will reduce the Death Proceeds and the Cash Surrender
Value otherwise payable. For a discussion of the consequences of obtaining a
loan against the policy see "Federal Tax Considerations".
    
 
   
CREDITED INTEREST -- Any amounts in the Loan Account will be credited with
interest at an annual rate of 4.0%. The annual rate for Preferred Loans is 6%.
    
 
   
POLICY LOAN RATES -- The loan interest rate that we will charge on all loans is
6% per annum.
    
 
   
LAPSE AND REINSTATEMENT
    
      -------------------------------------------------------------------
 
   
LAPSE -- Your policy will remain in force until the Cash Surrender Value is
insufficient to cover the Deduction Amount due on a Monthly Activity Date. We
will notify you of the default in writing, warning you that your policy is in
danger of terminating.
    
 
                            17    - PROSPECTUS
<PAGE>
   
GRACE PERIOD -- Your policy provides a 61-day grace period to pay an amount
sufficient to cover the Deduction Amounts due. The notice will indicate the
amount that must be paid.
    
 
   
The policy will continue through the grace period, but if no additional premium
payment is made, it will terminate at the end of the grace period. If the person
Insured under the policy dies during the grace period, the Death Proceeds
payable under the policy will be reduced by the Deduction Amount(s) due and
unpaid. See "Death Benefits and Policy Values."
    
 
   
REINSTATEMENT -- If your policy lapses, you may apply for reinstatement of the
policy by payment of the reinstatement premium shown in the policy and any
applicable charges. A request for reinstatement may be made within five years of
lapse. If a loan is outstanding at the time of lapse, we require repayment of
the loan before permitting reinstatement. In addition, we reserve the right to
require evidence of insurability satisfactory to Hartford.
    
 
   
The Account Value on the reinstatement date will reflect:
    
 
   
(a) the Cash Value at the time of termination; plus
    
 
   
(b) Net Premiums derived from premiums paid at the time of reinstatement; minus
    
 
   
(c) the Monthly Deduction Amounts that were due and unpaid during the Policy
    Grace Period; plus
    
 
   
(d) the Surrender Charge at the time of reinstatement.
    
 
   
The surrender charge is based on the duration from the original policy date as
through the policy has never lapsed.
    
 
   
FEDERAL TAX CONSIDERATIONS
    
      -------------------------------------------------------------------
 
   
GENERAL
    
   
Since federal tax law is complex, the tax consequences of purchasing this policy
will vary depending on your situation. You may need tax or legal advice to help
you determine whether purchasing this policy is right for you.
    
 
   
Our general discussion of the tax treatment of this policy is based on our
understanding of federal income tax laws as they are currently interpreted. A
detailed description of all federal income tax consequences regarding the
purchase of this policy cannot be made in the prospectus. We also do not discuss
state, municipal or other tax laws that may apply to this policy. For detailed
information, you should consult with a qualified tax adviser familiar with your
situation.
    
 
   
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 "Premiums - Account Value"). As a result, such
investment income and realized capital gains are automatically applied to
increase reserves under the Policy.
    
 
   
Hartford does not expect to incur any federal income tax on the earnings or
realized capital gains attributable to the Separate Account. Based upon this
expectation, no charge is currently being made to the Separate Account for
federal income taxes. If Hartford incurs income taxes attributable to the
Separate Account or determines that such taxes will be incurred, it may assess a
charge for such taxes against the Separate Account.
    
 
   
INCOME TAXATION OF POLICY BENEFITS
    
   
For federal income tax purposes, the Policies should be treated as life
insurance contracts under Section 7702 of the Code. The death benefit under a
life insurance contract is generally excluded from the gross income of the
beneficiary. Also, a life insurance Policy Owner is generally not taxed on
increments in the contract value until the Policy is partially or completely
surrendered. Section 7702 limits the amount of premiums that may be invested in
a Policy that is treated as life insurance. Hartford intends to monitor premium
levels to assure compliance with the Section 7702 requirements.
    
 
   
During the first fifteen Policy Years, an "income first" rule generally applies
to distributions of cash required to be made under Code Section 7702 because of
a reduction in benefits under the Policy.
    
 
   
The Maturity Date Extension Rider allows a Policy Owner to extend the Maturity
Date to the date of the Insured's death. If the Maturity Date of the Policy is
extended by rider, Hartford believes that the Policy will continue to be treated
as a life insurance contract for federal income tax purposes after the scheduled
Maturity Date. However, due to the lack of specific guidance on this issue, the
result is not certain. If the Policy is not treated as a life insurance contract
for
    
 
                            18    - PROSPECTUS
<PAGE>
   
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 Policy 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.
    
 
   
A contract that is classified as modified endowment contract is eligible for
certain aspects of 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 policy (generally, the
excess of account value over premiums paid). Amounts that are taxable
withdrawals will be subject to a 10% additional tax, with certain exceptions.
    
 
   
All modified endowment contracts that are issued within any calendar year to the
same Policy Owner by one company or its affiliates shall be treated as one
modified endowment contract in determining the taxable portion of any loan or
distributions.
    
 
   
ESTATE AND GENERATION SKIPPING TAXES
    
   
When the Insured dies, the Death Proceeds will generally be includible in the
Policy Owner's estate for purposes of federal estate tax if the last surviving
Insured owned the Policy. If the Policy Owner was not the last surviving
Insured, the fair market value of the Policy would be included in the Policy
Owner's estate upon the Policy Owner's death. Nothing would be includible in the
last surviving Insured's estate if he or she neither retained incidents of
ownership at death nor had given up ownership within three years before death.
    
 
   
The federal estate tax is integrated with the federal gift tax under a unified
rate schedule and unified credit which shelters up to $650,000 (1999) from the
estate and gift tax. The Taxpayer Relief Act of 1997 gradually raises the credit
over the next seven 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, as adjusted for inflation. 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
    
   
The Code requires that investments supporting your policy be adequately
diversified. Code Section 817 provides that a variable life insurance contract
will not be treated as a life insurance contract for any period during which the
investments made by the separate account or underlying fund are not adequately
diversified. If a contract is not treated as a life insurance contract, the
policy owner will be subject to income tax on annual increases in cash value.
    
 
   
The Treasury Department's diversification regulations 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,
    
 
                            19    - PROSPECTUS
<PAGE>
   
- - no more than 80% is represented by any three investments and
    
 
   
- - no more than 90% is represented by any four investments.
    
 
   
In determining whether the diversification standards are met, all securities of
the same issuer, all interests in the same real property project, and all
interests in the same commodity are each treated as a single investment. In the
case of government securities, each government agency or instrumentality is
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 still comply within a reasonable period and avoid
the taxation of contract 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.
    
 
   
We monitor the diversification of investments in the separate accounts and test
for diversification as required by the Code. We intend to administer all
policies 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 separate accounts supporting the contract must be considered to be
owned by the insurance company and not by the policy owner. It is unclear under
what circumstances an investor is considered to have enough control over the
assets in the separate account to be considered the owner of the assets for tax
purposes.
    
 
   
The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the policy owner, such as the ability
to select and control investments in a separate account, will cause the policy
owner to be treated as the owner of the assets for tax purposes.
    
 
   
In its explanation of the diversification regulations, the Treasury Department
recognized 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, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.
    
 
   
Due to the lack of specific guidance on investor control, there is some
uncertainty about when a policy owner is considered the owner of the assets for
tax purposes. We reserve the right to modify the policy, as necessary, to
prevent you from being considered the owner of assets in the separate account.
    
 
   
TAX DEFERRAL DURING ACCUMULATION PERIOD
    
   
Under existing provisions of the Code, except as described below, any increase
in an Owner's Investment Value is generally not taxable to the Policy Owner
unless amounts are received (or are deemed to be received) under the Policy
prior to the Insured's death. If the Policy is surrendered or matures, the
amount received will be includable in the Policy Owner's income to the extent
that it exceeds the Policy Owner's "investment in the contract." (If there is
any debt at the time of a surrender, then such debt will be treated as an amount
distributed to the Owner.) The "investment in the contract" is the aggregate
amount of premium payments and other consideration paid for the Policy, less the
aggregate amount received previously under the Policy to the extent such amounts
received were excluded from gross income. Since this Policy is a modified
endowment contract, partial withdrawals (or other such amounts deemed to be
distributed) from the Policy constitute income to the Policy Owner for Federal
income tax purposes.
    
 
   
LIFE INSURANCE PURCHASED FOR USE IN SPLIT DOLLAR ARRANGEMENTS
    
   
On January 26, 1996, the IRS released a technical advice memorandum ("TAM") on
the taxability of life insurance policies used in certain split dollar
arrangements. A TAM, issued by the National Office of the IRS, provides advice
as to the internal revenue laws, regulations, and related statutes with respect
to a specific set of facts and a specific taxpayer. In the TAM, among other
things, the IRS concluded that an employee was subject to current taxation on
the excess of the cash surrender value of the policy over the premiums to be
returned to the employer. Purchasers of life insurance policies to be used in
split dollar arrangements are strongly advised to consult with a qualified tax
adviser to determine the tax treatment resulting from such an arrangement.
    
 
                            20    - PROSPECTUS
<PAGE>
   
FEDERAL INCOME TAX WITHHOLDING
    
   
If any amounts are deemed to be current taxable income to the Policy Owner, such
amounts will be subject to federal income tax withholding and reporting,
pursuant to the Code.
    
 
   
NON-INDIVIDUAL OWNERSHIP OF POLICIES
    
   
In certain circumstances, the Code limits the application of specific tax
advantages to individual owners of life insurance contracts. Prospective Policy
Owners which are not individuals should consult a qualified tax adviser to
determine the potential impact on the purchaser.
    
 
   
OTHER
    
   
Federal estate tax, state and local estate, inheritance and other tax
consequences of ownership, or receipt of Policy proceeds depend on the
circumstances of each Policy Owner or beneficiary. A tax adviser should be
consulted to determine the impact of these taxes.
    
 
   
LIFE INSURANCE PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
    
   
The discussion above provides general information regarding U.S. federal income
tax consequences to life insurance purchasers that are U.S. citizens or
residents. Purchasers that are not U.S. citizens or residents will generally be
subject to U.S. federal income tax and withholding on taxable distributions from
life insurance policies at a 30% rate, unless a lower treaty rate applies. In
addition, purchasers may be subject to state and/or municipal taxes and taxes
that may be imposed by the purchaser's country of citizenship or residence.
Prospective purchasers are advised to consult with a qualified tax adviser
regarding U.S. state, and foreign taxation with respect to a life insurance
policy purchase.
    
 
   
LEGAL PROCEEDINGS
    
      -------------------------------------------------------------------
 
   
There are no material legal proceedings pending to which the Separate Account is
a party.
    
 
   
OTHER MATTERS
    
      -------------------------------------------------------------------
 
   
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.
    
 
   
YEAR 2000 -- IN GENERAL The Year 2000 issue relates to the ability or inability
of computer hardware, software and other information technology (IT) systems, as
well as non-IT systems, such as equipment and machinery with imbedded chips and
microprocessors, to properly process information and data containing or related
to dates beginning with the year 2000 and beyond. The Year 2000 issue exists
because, historically, many IT and non-IT systems that are in use today were
developed years ago when a year was identified using a two-digit date field
rather than a four-digit date field. As information and data containing or
related to the century date are introduced to date sensitive systems, these
systems may recognize the year 2000 as "1900", or not at all, which may result
in systems processing information incorrectly. This, in turn, may significantly
and adversely affect the integrity and reliability of information databases of
IT systems, may cause the malfunctioning of certain non-IT systems, and may
result in a wide variety of adverse consequences to a company. In addition, Year
2000 problems that occur with third parties with which a company does business,
such as suppliers, computer vendors, distributors and others, may also adversely
affect any given company.
    
 
   
The integrity and reliability of Hartford's IT systems, as well as the
reliability of its non-IT systems, are integral aspects of Hartford's business.
Hartford issues insurance policies, annuities, mutual funds and other financial
products to individual and business customers, nearly all of which contain date
sensitive data, such as policy expiration dates, birth dates and premium payment
dates. In addition, various
    
 
                            21    - PROSPECTUS
<PAGE>
   
IT systems support communications and other systems that integrate Hartford's
various business segments and field offices. Hartford also has business
relationships with numerous third parties that affect virtually all aspects of
Hartford's business, including, without limitation, suppliers, computer hardware
and software vendors, insurance agents and brokers, securities broker-dealers
and other distributors of financial products, many of which provide date
sensitive data to Hartford, and whose operations are important to Hartford's
business.
    
 
   
INTERNAL YEAR 2000 EFFORTS AND TIMETABLE Beginning in 1990, Hartford began
working on making its IT systems Year 2000 ready, either through installing new
programs or replacing systems. Since January 1998, Hartford's Year 2000 efforts
have focused on the remaining Year 2000 issues related to IT and non-IT systems
in all of Hartford's business segments. These Year 2000 efforts include the
following five main initiatives: (1) identifying and assessing Year 2000 issues;
(2) taking actions to remediate IT and non-IT systems so that they are Year 2000
ready; (3) testing IT and non-IT systems for Year 2000 readiness; (4) deploying
such remediated and tested systems back into their respective production
environments; and (5) conducting internal and external integrated testing of
such systems. As of December 31, 1998, Hartford substantially completed
initiatives (1) through (4) of its internal Year 2000 efforts. Hartford has
begun initiative (5) and management currently anticipates that such activity
will continue into the fourth quarter of 1999.
    
 
   
THIRD PARTY YEAR 2000 EFFORTS AND TIMETABLE Hartford's Year 2000 efforts include
assessing the potential impact on Hartford of third parties' Year 2000
readiness. Hartford's third party Year 2000 efforts include the following three
main initiatives: (1) identifying third parties which have significant business
relationships with Hartford, including, without limitation, insurance agents,
brokers, third party administrators, banks and other distributors and servicers
of financial products, and inquiring of such third parties regarding their Year
2000 readiness; (2) evaluating such third parties' responses to Hartford's
inquiries; and (3) based on the evaluation of third party responses (or a third
party's failure to respond) and the significance of the business relationship,
conducting additional activities with respect to third parties as determined to
be necessary in each case. These activities may include conducting additional
inquiries, more in-depth evaluations of Year 2000 readiness and plans, and
integrated IT systems testing. Hartford has completed the first third party
initiative and, as of early 1999, had substantially completed evaluating third
party responses received. Hartford has begun conducting the additional
activities described in initiative (3) and management currently anticipates that
it will continue to do so through the end of 1999. However, notwithstanding
these third party Year 2000 efforts, Hartford does not have control over these
third parties and, as a result, Hartford cannot currently determine to what
extent future operating results may be adversely affected by the failure of
these third parties to adequately address their Year 2000 issues.
    
 
   
YEAR 2000 COSTS The costs of Hartford's Year 2000 program that were incurred
through the year ended December 31, 1997 were not material to Hartford's
financial condition or results of operations. The after-tax costs of Hartford's
Year 2000 efforts for the year ended December 31, 1998 were approximately $3
million. Management currently estimates that after-tax costs related to the Year
2000 program to be incurred in 1999 will be less than $10 million. These costs
are being expensed as incurred.
    
 
   
RISKS AND CONTINGENCY PLANS If significant Year 2000 problems arise, including
problems arising with third parties, failures of IT and non-IT systems could
occur, which in turn could result in substantial interruptions in Hartford's
business. In addition, Hartford's investing activities are an important aspect
of its business and Hartford may be exposed to the risk that issuers of
investments held by it will be adversely impacted by Year 2000 issues. Given the
uncertain nature of Year 2000 problems that may arise, especially those related
to the readiness of third parties discussed above, management cannot determine
at this time whether the consequences of Year 2000 related problems that could
arise will have a material impact on Hartford's financial condition or results
of operations.
    
 
   
Hartford is in the process of developing certain contingency plans so that if,
despite its Year 2000 efforts, Year 2000 problems ultimately arise, the impact
of such problems may be avoided or minimized. These contingency plans are being
developed based on, among other things, known or reasonably anticipated
circumstances and potential vulnerabilities. The contingency planning also
includes assessing the dependency of Hartford's business on third parties and
their Year 2000 readiness. Hartford currently anticipates that internal and
external contingency plans will be substantially complete by the end of the
second quarter of 1999. However, in many contexts, Year 2000 issues are dynamic,
and ongoing assessments of business functions, vulnerabilities and risks must be
made. As such, new contingency plans may be needed in the future and/or existing
plans may need to be modified as circumstances warrant.
    
 
                            22    - PROSPECTUS
<PAGE>
   
GLOSSARY OF SPECIAL TERMS
    
      -------------------------------------------------------------------
 
   
As used in this Prospectus, the following terms have the indicated meanings:
    
 
   
ACCOUNT VALUE: The current value of the Sub-Accounts plus the value of the Loan
Account under the policy.
    
 
   
ACCUMULATION UNIT: A unit of measure we use to calculate the value of a
Sub-Account.
    
 
   
ANNUAL WITHDRAWAL AMOUNT: The amount of a surrender or partial surrender that is
not subject to the Surrender Charge. This amount in any Policy Year is the
greater of 10% of premiums or 100% of your Account Value minus premiums paid.
    
 
   
ANNUITY UNIT: A unit of measure we use to calculate the amount of annuity
payments.
    
 
   
CASH SURRENDER VALUE: The policy's Cash Value minus all Indebtedness.
    
 
   
CASH VALUE: The policy's Account Value minus any Surrender Charge and any
Unamortized Tax charge due upon surrender.
    
 
   
CODE: The Internal Revenue Code of 1986, as amended.
    
 
   
COVERAGE AMOUNT: The Death Benefit less the Account Value.
    
 
   
DEATH BENEFIT: The greater of (1) the Face Amount specified in the policy or (2)
the Account Value on the date of death multiplied by a stated percentage as
specified in the policy.
    
 
   
DEATH PROCEEDS: The amount that we will pay on the death of the Insured. This
equals the Death Benefit minus any Indebtedness.
    
 
   
DEDUCTION AMOUNT: A charge on the Policy Date and on each Monthly Activity Date
for the cost of insurance, Tax Expense charges under Option 1, an administrative
charge and a mortality and expense risk charge.
    
 
   
FACE AMOUNT: On the Policy Date, the Face Amount is the amount shown on the
policy's Specifications page. Thereafter, the Face Amount is reduced in
proportion to any partial surrenders.
    
 
   
HARTFORD, WE OR US: Hartford Life Insurance Company.
    
 
   
HOME OFFICE: Currently located at 200 Hopmeadow Street, Simsbury, Connecticut;
however, the mailing address is P.O. Box 2999, Hartford, Connecticut 06104-2999.
    
 
   
INDEBTEDNESS: Monies you owe us, including all outstanding loans on the policy,
any interest due or accrued and any unpaid Deduction Amount or annual
maintenance fee arising during a grace period.
    
 
   
INSURED: The person on whose life the policy is issued.
    
 
   
ISSUE AGE: As of the Policy Date, the Insured's age on Insured's last birthday.
    
 
   
LOAN ACCOUNT: An account in our general account, established for any amounts
transferred from the Sub-Accounts for requested loans. The Loan Account credits
a fixed rate of interest that is not based on the investment experience of the
Separate Account.
    
 
   
MONTHLY ACTIVITY DATE: The day of each month on which any deductions or charges
are subtracted from Account Value of your policy. Monthly Activity Dates occur
on the same day of the month as the Policy Anniversary.
    
 
   
POLICY ANNIVERSARY: The yearly anniversary of the Policy Date.
    
 
   
POLICY DATE: The issue date of the policy.
    
 
   
POLICY LOAN RATE: The interest rate charged on policy loans.
    
 
   
POLICY OWNER OR YOU: The owner of the policy.
    
 
   
POLICY YEAR: The twelve months between Policy Anniversaries.
    
 
   
SUB-ACCOUNT VALUE: The current value of the Sub-Accounts.
    
 
   
SURRENDER CHARGE: A charge which may be assessed upon surrender of the policy or
partial surrenders in excess of the Annual Withdrawal Amount.
    
 
   
VALUATION DAY: The date on which the Sub-Account is valued. The Valuation Day is
every day the New York Stock Exchange is open for trading. The value of the
Separate Account is determined at the close of the New York Stock Exchange
(generally 4:00 p.m. Eastern Time) on such days.
    
 
   
VALUATION PERIOD: The period between the close of business on successive
Valuation Days.
    
 
                            23    - PROSPECTUS
<PAGE>
   
APPENDIX A
    
      -------------------------------------------------------------------
 
   
SPECIAL INFORMATION FOR POLICIES PURCHASED IN NEW YORK
    
   
If the policy is purchased in the State of New York, the following provisions of
the Prospectus are amended as follows:
    
 
   
In the Glossary of Special Terms section 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 Accumulation Feature, Account Value is the current value
of the Fixed Accumulation Feature plus the value of the Loan Account under the
policy.
    
 
   
The following definition is added:
    
 
   
    Fixed Accumulation Feature: 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 Accumulation Feature 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 "Separate Account Five":
    
 
   
                         THE FIXED ACCUMULATION FEATURE
    
 
   
THAT PORTION OF THE POLICY RELATING TO THE FIXED ACCUMULATION FEATURE IS NOT
REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") AND THE FIXED
ACCUMULATION FEATURE IS NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE
INVESTMENT COMPANY ACT OF 1940 ("1940 ACT"). ACCORDINGLY, NEITHER THE FIXED
ACCUMULATION FEATURE 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 ACCUMULATION FEATURE HAS NOT BEEN REVIEWED BY THE STAFF OF THE SECURITIES
AND EXCHANGE COMMISSION. THE FOLLOWING DISCLOSURE ABOUT THE FIXED ACCUMULATION
FEATURE MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL
SECURITIES LAWS REGARDING THE ACCURACY AND COMPLETENESS OF DISCLOSURE.
    
 
   
Under the circumstances described under the heading "Transfer of Entire Account
Value to the Fixed Accumulation Feature." New York Policy Owners may transfer no
less than the entire Account Value to the Fixed Accumulation Feature. Account
Value transferred to the Fixed Accumulation Feature 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 Accumulation Feature 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 Accumulation Feature interest rate.
There is no specific formula for determining the interest credited to the
Account Value in the Fixed Accumulation Feature.
    
 
   
The following language is added to the section of the Prospectus entitled
"Charges and Deductions -- Administrative Charge":
    
 
   
No Administrative Charge is deducted from Sub-Account Value in the Fixed
Accumulation Feature.
    
 
   
The following language is added to the section of the Prospectus entitled
"Charges and Deductions -- Mortality and Expense Risk Charge":
    
 
   
No Mortality and Expense Risk Charge is deducted from Sub-Account Value in the
Fixed Accumulation Feature.
    
 
   
The following separate sections are added to the section of the Prospectus
entitled "Your Policy":
    
 
   
TRANSFER OF ENTIRE ACCOUNT VALUE TO THE FIXED ACCUMULATION FEATURE
    
 
   
New York Policy Owners may transfer no less than the entire Account Value into
the Fixed Accumulation Feature 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 ACCUMULATION FEATURE MUST BE FOR THE ENTIRE ACCOUNT
VALUE AND ONCE THE ACCOUNT VALUE HAS
    
 
                            24    - PROSPECTUS
<PAGE>
   
BEEN TRANSFERRED TO THE FIXED ACCUMULATION FEATURE, 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 Accumulation
Feature, Hartford will transfer the entire Account Value from the Separate
Account to the Fixed Accumulation Feature on the Monthly Activity Date next
following the date on which Hartford received the transfer request. The Account
Value in the Fixed Accumulation Feature 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 Accumulation Feature and minus the
Annual Maintenance Fee, if applicable. On each subsequent Monthly Activity Date,
the Account Value in the Fixed Accumulation Feature 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 Accumulation
Feature; 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 Accumulation Feature 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 Accumulation Feature 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 Accumulation Feature Minimum
Credited Interest Rate.
    
 
                            25    - PROSPECTUS
<PAGE>
   
                                     PART B
    
<PAGE>
   
STATEMENT OF ADDITIONAL INFORMATION
HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FIVE
    
      -------------------------------------------------------------------
 
   
This Statement of Additional Information is not a prospectus. We will send you a
prospectus if you write us at P.O. Box 2999, Hartford, CT 06104-2999, or if you
call us at 1-800-231-5453.
    
 
   
Date of Prospectus: May 3, 1999
    
   
Date of Statement of Additional Information: May 3, 1999
    
<PAGE>
   
TABLE OF CONTENTS
    
      -------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                          PAGE
<S>                                                     <C>
- -----------------------------------------------------------------
   General Information and History                              3
- -----------------------------------------------------------------
   Services                                                     5
- -----------------------------------------------------------------
   Experts                                                      5
- -----------------------------------------------------------------
   Distribution of the Policies                                 5
- -----------------------------------------------------------------
   Additional Information About Charges                         6
- -----------------------------------------------------------------
   llustration of Benefits                                      7
- -----------------------------------------------------------------
   Financial Statements                                      SA-1
- -----------------------------------------------------------------
</TABLE>
    
 
                            2     - PROSPECTUS
<PAGE>
   
GENERAL INFORMATION AND HISTORY
    
      -------------------------------------------------------------------
 
   
HARTFORD LIFE INSURANCE COMPANY. Hartford Life Insurance Company is a stock life
insurance company engaged in the business of writing life insurance, both
individual and group, in all states of the United States and the District of
Columbia. We were originally incorporated under the laws of Massachusetts on
June 5, 1902, and subsequently redomiciled to Connecticut. Our offices are
located in Simsbury, Connecticut; however, our mailing address is P.O. Box 2999,
Hartford, CT 06104-2999. We are ultimately controlled by The Hartford Financial
Services Group, Inc., one of the largest financial service providers in the
United States.
    
 
   
The following table shows a brief description of the business experience of
officers and directors of Hartford Life Insurance Company:
    
 
   
<TABLE>
<CAPTION>
                                  POSITION WITH                          OTHER BUSINESS PROFESSION,
                                    HARTFORD;                          VOCATION OR EMPLOYMENT FOR PAST
NAME                            YEAR OF ELECTION                       FIVE YEARS; OTHER DIRECTORSHIPS
<S>                       <C>                            <C>
Wendell J. Bossen         Vice President, 1992**         Vice President (1992-Present), Hartford Life and Accident
                                                         Insurance Company; President (1992-Present), International
                                                         Corporate Marketing Group, Inc.; Executive Vice President
                                                         (1984-1992), Mutual Benefit.
 
Gregory A. Boyko          Senior Vice President,         Vice President and Controller (1995-1997), Hartford Life
                          Director 1997                  Insurance Company; Director (1997-Present); Senior Vice
                                                         President (1997-Present), Chief Financial Officer &
                                                         Treasurer (1997-1998); Vice President & Controller
                                                         (1995-1997), Hartford Life and Accident Insurance Company;
                                                         Senior Vice President, Chief Financial Officer & Treasurer
                                                         (1997-Present), Hartford Life, Inc.; Chief Financial
                                                         Officer (1994-1995), IMG American Life; Senior Vice
                                                         President (1992-1994), Connecticut Mutual Life Insurance
                                                         Company.
 
Peter W. Cummins          Senior Vice President, 1997    Vice President (1989-1997); Director of Broker Dealer
                                                         Sales-ILAD (1989-1992), Hartford; Senior Vice President
                                                         (1997-Present) Vice President (1989-1997); Director of
                                                         Broker Dealer Sales-ILAD (1989-1991), Hartford Life and
                                                         Accident Insurance Company.
 
Timothy M. Fitch          Vice President, 1995           Assistant Vice President (1992-1995), Hartford; Vice
                                                         President (1995-Present); Actuary (1994-Present); Assistant
                                                         Vice President (1992-1995), Hartford Life and Accident
                                                         Insurance Company.
 
Mary Jane B. Fortin       Vice President & Chief         Vice President & Chief Accounting Officer, (1998-Present),
                          Accounting Officer, 1998       Hartford Life & Annuity Insurance Company; Vice President &
                                                         Chief Accounting Officer, (1998-Present), Royal Life
                                                         Insurance Company of America; Vice President & Chief
                                                         Accounting Officer (1998-Present) Alpine Life Insurance
                                                         Company; Chief Accounting Officer (1997-Present), Hartford
                                                         Life, Inc.; Director, Finance (1995-1997), Value Health,
                                                         Inc.; Senior Manager (1993-1995), Coopers and Lybrand;
                                                         Audit Manager (1993-1996) Arthur Andersen & Co.
 
David T. Foy              Senior Vice President and      Senior Vice President (1998-Present), Vice President
                          Treasurer, 1998                (1998), Assistant Vice President (1995-1998), Hartford;
                                                         Senior Vice President (1998-Present), Hartford Life and
                                                         Accident Insurance Company; Director, Strategic Planning
                                                         Corporate Finance (1995-1996), IA Product Development
                                                         (1994-1995), Hartford; Various Actuarial Roles (1989-1993),
                                                         Milliman & Robertson.
</TABLE>
    
 
                            3     - PROSPECTUS
<PAGE>
   
<TABLE>
<CAPTION>
                                  POSITION WITH                          OTHER BUSINESS PROFESSION,
                                    HARTFORD;                          VOCATION OR EMPLOYMENT FOR PAST
NAME                            YEAR OF ELECTION                       FIVE YEARS; OTHER DIRECTORSHIPS
<S>                       <C>                            <C>
Lynda Godkin              Senior Vice President, 1997    Associate General Counsel (1995-1996); Assistant General
                          General Counsel, 1996          Counsel and Secretary (1994-1995); Counsel (1990-1994),
                          Corporate Secretary, 1995      Hartford; Director (1997-Present); Senior Vice President
                          Director, 1997                 (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
                                                         (1987-1993), Hartford; Senior Vice President, 1998); Vice
                                                         President (1993-1997); Assistant Vice President
                                                         (1987-1993), Hartford Life and Accident Insurance Company.
 
Stephen T. Joyce          Vice President, 1997           Assistant Vice President (1994-1997), Hartford; Assistant
                                                         Vice President (1994-1997), Hartford Life and Accident
                                                         Insurance Company.
 
Michael D. Keeler         Vice President, 1998           Vice President (1998-Present); Hartford Life and Accident
                                                         Insurance Company; Vice President (1995-1997), Providian
                                                         Insurance; Supervisor/Manager (1985-1995), U.S. West
                                                         Communications.
 
Robert A. Kerzner         Senior Vice President, 1998    Vice President, (1995-1998); Regional Vice President
                                                         (1991-1994), Hartford; Vice President (1994-1997), Hartford
                                                         Life and Accident Insurance Company.
 
Thomas M. Marra           Executive Vice President,      Senior Vice President (1994-1995); Vice President
                          1995                           (1989-1994); Actuary (1987-1995), Hartford; Director
                          Director, 1994*                (1994-Present); Executive Vice President (1995-Present);
                                                         Senior Vice President (1994-1995); Director, Individual
                                                         Life and Annuity Division (1994-Present); Actuary
                                                         (1987-1997), Hartford Life and Accident Insurance Company;
                                                         Executive Vice President, Individual Life and Annuities
                                                         (1997-Present), Hartford Life, Inc.
 
Joseph J. Noto            Vice President, 1989           Executive Vice President & Chief Operating Officer
                                                         (1997-Present); Director (1994-Present); President
                                                         (1994-1997), American Maturity Life Insurance Company; Vice
                                                         President (1989-1997), Hartford Life and Accident Insurance
                                                         Company.
 
Craig R. Raymond          Senior Vice President, 1997    Vice President (1993-1997); Assistant Vice President
                          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.
 
Donald A. Salama          Vice President, 1997           Vice President (1997-Present), Hartford Life and Accident
                                                         Insurance Company; Principal and Director Institutional
                                                         Sales (1995-1998), The Vanguard Group; Senior Vice
                                                         President (1994-1995), Mercantile Ban-corporation; Vice
                                                         President (1988-1994), Bankers Trust Company.
</TABLE>
    
 
   
                            4     - PROSPECTUS
    
<PAGE>
   
<TABLE>
<CAPTION>
                                  POSITION WITH                          OTHER BUSINESS PROFESSION,
                                    HARTFORD;                          VOCATION OR EMPLOYMENT FOR PAST
NAME                            YEAR OF ELECTION                       FIVE YEARS; OTHER DIRECTORSHIPS
<S>                       <C>                            <C>
Lowndes A. Smith          President, 1989                Chief Operating Officer (1989-1997), Hartford; Director
                          Chief Executive Officer,       (1981-Present); President (1989-Present); Chief Executive
                          1997                           Officer (1997-Present); Chief Operating Officer
                          Director, 1981*                (1989-1997), Hartford Life and Accident Insurance Company;
                                                         Chief Executive Officer and President and Director
                                                         (1997-Present), Hartford Life, Inc.
 
David M. Znamierowski     Senior Vice President, 1997    Vice President (1997), Hartford; Director (1998-Present);
                          Director, 1998*                Senior Vice President (1997-Present); Hartford Life and
                                                         Accident Insurance Company; Vice President, Investment
                                                         Strategy (1997-Present), Hartford Life, Inc.; Vice
                                                         President, Investment Strategy & Policy (1991-1996), Aetna
                                                         Life and Casualty.
</TABLE>
    
 
- ------------------------
   
 * Denotes date of election to Board of Directors of Hartford.
    
   
** Affiliated Company of The Hartford Financial Services Group, Inc.
    
 
   
Unless otherwise indicated, the principal business address of each of the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.
    
 
   
SEPARATE ACCOUNT FIVE was established as a separate account under Connecticut
law on July 25, 1994. The Separate Account is classified as a unit investment
trust registered with the Securities and Exchange Commission under the
Investment Company Act of 1940.
    
 
   
SERVICES
    
      -------------------------------------------------------------------
 
   
SAFEKEEPING OF 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.
    
 
   
EXPERTS
    
      -------------------------------------------------------------------
 
   
INDEPENDENT PUBLIC ACCOUNTANTS. The audited financial statements and financial
statement schedules included in this 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.
    
 
   
ACTUARIAL EXPERT. The hypothetical Policy illustrations included in this
Statement of Additional Information 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.
    
 
   
DISTRIBUTION OF THE POLICIES
    
      -------------------------------------------------------------------
 
   
Hartford intends to sell the Policies in all jurisdictions where it is licensed
to do business. The Policies will be sold by life insurance sales
representatives who represent Hartford and who are registered representatives of
Hartford Equity Sales Company, Inc. ("HESCO") or certain other independent,
registered broker-dealers. Any sales representative or employee will have been
qualified to sell variable life insurance Policies under applicable federal and
state laws. Each broker-dealer is registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 and
    
 
                            5     - PROSPECTUS
<PAGE>
   
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 affiliates of Hartford. The principal business address of
HESCO and HSD is the same as that of Hartford.
    
 
   
The following table shows officers and directors of HSD:
    
 
   
<TABLE>
<CAPTION>
Name and
Principal Business
Address                Positions and Offices
<S>                    <C>
- --------------------------------------------------------------
Lowndes A. Smith       President and Chief Executive Officer,
                       Director
- --------------------------------------------------------------
Thomas M. Marra        Executive Vice President, Director
- --------------------------------------------------------------
Robert A. Kerzner      Executive Vice President
- --------------------------------------------------------------
Lynda Godkin           Senior Vice President, General Counsel
                       and Corporate Secretary, Director
- --------------------------------------------------------------
Peter W. Cummins       Senior Vice President
- --------------------------------------------------------------
David T. Foy           Treasurer
- --------------------------------------------------------------
George R. Jay          Controller
- --------------------------------------------------------------
</TABLE>
    
 
   
The maximum sales commission payable to Hartford agents, independent registered
insurance brokers, and other registered broker-dealers is 7.0% of initial and
subsequent premiums.
    
 
   
Broker-dealers or financial institutions are compensated according to a schedule
set forth by HSD and any applicable rules or regulations for variable insurance
compensation. Compensation is generally based on premium payments made by
policyholders or contract owners. This compensation is usually paid from the
sales charges described in this Prospectus.
    
 
   
In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance products.
These payments, which may be different for different broker-dealers or financial
institutions, will be made by HSD, its affiliates or Hartford out of their own
assets and will not effect the amounts paid by the policyholders or contract
owners to purchase, hold or surrender variable insurance products.
    
 
   
Hartford may provide information on various topics to Policy Owners and
prospective Policy Owners in advertising, sales literature or other materials.
These topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, dollar cost averaging and
asset allocation), the advantages and disadvantages of investing in
tax-advantaged and taxable instruments, customer profiles and hypothetical
purchase scenarios, financial management and tax and retirement planning, and
variable annuities and other investment alternatives, including comparisons
between the Policies and the characteristics of, and market for, such
alternatives.
    
 
   
ADDITIONAL INFORMATION ABOUT CHARGES
    
      -------------------------------------------------------------------
 
   
UNDERWRITING PROCEDURES. To purchase a policy you must submit an application to
us. Generally, the minimum initial premium we accept is $10,000. A policy will
be issued only on the lives of insureds age 90 and under who supply evidence of
insurability satisfactory to us. Acceptance is subject to our underwriting rules
and we reserve the right to reject an application for any reason. No change in
the terms or conditions of a policy will be made without your consent.
    
 
   
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. The
guaranteed cost of insurance charge is a guaranteed maximum monthly rate,
multiplied by the Coverage Amount on the Policy Date or any Monthly Activity
Date. A table of guaranteed maximum 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. For standard risks that require full
underwriting, the guaranteed maximum cost of insurance rate is 100% of the 1980
Commissioner's Standard Ordinary Smoker/Nonsmoker Sex Distinct Age Last Birthday
Mortality Table (1980 CSO Table). For standard risks eligible for simplified
underwriting, the guaranteed cost of insurance rate is 125% of the 1980 CSO
table through age 90, grading to 100% of the 1980 CSO Table at age 100.
Substandard risks will be assessed a higher guaranteed maximum cost of insurance
rate that will not exceed rates based on a multiple of the 1980 CSO Table. The
multiple will be based on the insured's substandard rating. Unisex rates may be
required in some states.
    
 
                            6     - PROSPECTUS
<PAGE>
   
ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES
AND CASH SURRENDER VALUES
    
      -------------------------------------------------------------------
 
   
The tables illustrate the way in which a Policy operates. They show how the
death benefit and surrender value could vary over an extended period of time
assuming hypothetical gross rates of return equal to constant after tax annual
rates of 0%, 6% and 12%. The tables are based on an initial premium of $10,000.
A male age 45, a female age 55 and a male age 65 with Face Amounts of $44,053,
$34,014 and $20,001, respectively, are illustrated for the single life preferred
Policy for both Policy Owner Option 1 and Policy Owner Option 2. The
illustrations for the last survivor preferred Policy assume male and female of
equal ages, including age 55 and 65 for Face Amounts of $45,872 and $28,491.
    
 
   
The death benefit and surrender value for a Policy would be different from those
shown if the rates of return averaged 0%, 6% and 12% over a period of years, but
also fluctuated above or below those averages for individual Policy Years. They
would also differ if any Policy loan were made during the period of time
illustrated.
    
 
   
The tables reflect the deductions of current Policy charges for Policy Owner
Option 1 and Policy Owner Option 2 and guaranteed Policy charges for a single
gross interest rate. The death benefits and surrender values would change if the
current cost of insurance charges change.
    
 
   
The amounts shown for the death benefit and surrender value as of the end of
each Policy Year take into account an average daily charge equal to an annual
charge of 0.82% 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 annual charge of 0.82% described above) of -0.82%,
5.18% and 11.18%, respectively.
    
 
   
The hypothetical returns shown in the tables are without any tax charges that
may be attributable to the Separate Account in the future. In order to produce
after tax returns of 0%, 6%, and 12%, the Separate Account would have to earn a
sufficient amount in excess of 0% or 6% or 12% to cover any tax charges (see
"Changes to Policy or Separate Account -- Separate Account Taxes").
    
 
   
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.
    
 
                            7     - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.18% NET)
    
 
   
<TABLE>
<CAPTION>
                               CURRENT CHARGES*                      GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------------
OF   ACCUMULATED                      CASH                                    CASH
CONTRACT AT 5% INTEREST   ACCOUNT  SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
YEAR    PER YEAR        VALUE        VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  <C>                <C>           <C>          <C>          <C>           <C>          <C>
- --------------------------------------------------------------------------------------------------
 1       10,500          10,860        9,835        44,053       10,778        9,755        44,053
 2       11,025          11,760       10,745        44,053       11,586       10,574        44,053
 3       11,576          12,738       11,736        44,053       12,461       11,463        44,053
 4       12,155          13,801       12,964        44,053       13,409       12,578        44,053
 5       12,763          14,954       14,137        44,053       14,437       13,626        44,053
 6       13,401          16,207       15,615        44,053       15,551       14,965        44,053
 7       14,071          17,567       17,006        44,053       16,759       16,204        44,053
 8       14,775          19,045       18,719        44,053       18,070       17,750        44,053
 9       15,513          20,649       20,367        44,053       19,493       19,215        44,053
10       16,289          22,391       22,361        44,053       21,040       21,010        44,053
11       17,103          24,478       24,448        44,053       22,909       22,879        44,053
12       17,959          26,763       26,733        44,053       24,967       24,937        44,053
13       18,856          29,265       29,235        44,053       27,239       27,209        44,053
14       19,799          32,018       31,988        44,185       29,753       29,723        44,053
15       20,789          35,062       35,032        46,982       32,542       32,512        44,053
16       21,829          38,407       38,377        49,929       35,636       35,606        46,326
17       22,920          42,068       42,038        53,847       39,031       39,001        49,959
18       24,066          46,075       46,045        58,054       42,746       42,716        53,859
19       25,270          50,460       50,460        62,569       46,811       46,781        58,045
20       26,533          55,292       55,292        67,456       51,261       51,261        62,538
 
25       33,864          87,104       87,104       101,040       80,746       80,746        93,665
35       55,160         215,814      215,814       228,762      199,928      199,928       211,924
- --------------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            8     - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.18% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                    CASH                                 CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER     DEATH      ACCOUNT     SURRENDER     DEATH
YEAR    PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT
  <C>                <C>          <C>         <C>         <C>          <C>         <C>
- --------------------------------------------------------------------------------------------
 1       10,500         10,273       9,262      44,053       10,191       9,182      44,053
 2       11,025         10,524       9,533      44,053       10,346       9,360      44,053
 3       11,576         10,780       9,812      44,053       10,495       9,531      44,053
 4       12,155         11,044      10,249      44,053       10,635       9,845      44,053
 5       12,763         11,316      10,544      44,053       10,765      10,001      44,053
 6       13,401         11,594      11,048      44,053       10,883      10,345      44,053
 7       14,071         11,880      11,361      44,053       10,987      10,474      44,053
 8       14,775         12,174      11,883      44,053       11,071      10,786      44,053
 9       15,513         12,476      12,215      44,053       11,133      10,875      44,053
10       16,289         12,787      12,757      44,053       11,168      11,138      44,053
11       17,103         13,211      13,181      44,053       11,265      11,235      44,053
12       17,959         13,650      13,620      44,053       11,331      11,301      44,053
13       18,856         14,105      14,075      44,053       11,363      11,333      44,053
14       19,799         14,577      14,547      44,053       11,356      11,326      44,053
15       20,789         15,065      15,035      44,053       11,301      11,271      44,053
16       21,829         15,570      15,540      44,053       11,190      11,160      44,053
17       22,920         16,093      16,063      44,053       11,015      10,985      44,053
18       24,066         16,635      16,605      44,053       10,760      10,730      44,053
19       25,270         17,197      17,167      44,053       10,411      10,381      44,053
20       26,533         17,778      17,748      44,053        9,952       9,922      44,053
 
25       33,864         21,010      20,980      44,053        5,240       5,210      44,053
35       55,160         29,447      29,417      44,053           --          --          --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
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.
 
                            9     - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.82% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                     CASH                                CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER      DEATH     ACCOUNT    SURRENDER      DEATH
YEAR    PER YEAR       VALUE        VALUE       BENEFIT     VALUE       VALUE       BENEFIT
  <C>                <C>          <C>          <C>         <C>        <C>          <C>
- --------------------------------------------------------------------------------------------
 1       10,500         9,687        8,713       44,053      9,605       8,638       44,053
 2       11,025         9,355        8,437       44,053      9,176       8,275       44,053
 3       11,576         9,034        8,168       44,053      8,744       7,905       44,053
 4       12,155         8,722        8,038       44,053      8,305       7,652       44,053
 5       12,763         8,421        7,780       44,053      7,859       7,259       44,053
 6       13,401         8,128        7,692       44,053      7,403       7,003       44,053
 7       14,071         7,845        7,443       44,053      6,934       6,575       44,053
 8       14,775         7,571        7,352       44,053      6,449       6,258       44,053
 9       15,513         7,305        7,111       44,053      5,943       5,779       44,053
10       16,289         7,048        7,018       44,053      5,413       5,383       44,053
11       17,103         6,853        6,823       44,053      4,894       4,864       44,053
12       17,959         6,663        6,633       44,053      4,339       4,309       44,053
13       18,856         6,477        6,447       44,053      3,742       3,712       44,053
14       19,799         6,296        6,266       44,053      3,097       3,067       44,053
15       20,789         6,119        6,089       44,053      2,398       2,368       44,053
16       21,829         5,946        5,916       44,053      1,636       1,606       44,053
17       22,920         5,777        5,747       44,053        800         770       44,053
18       24,066         5,612        5,582       44,053         --          --           --
19       25,270         5,451        5,421       44,053         --          --           --
20       26,533         5,294        5,264       44,053         --          --           --
 
25       33,864         4,561        4,531       44,053         --          --           --
35       55,160         3,333        3,303       44,053         --          --           --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
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.
 
                            10    - PROSPECTUS
<PAGE>
   
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
    
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.18% NET)
    
 
   
<TABLE>
<CAPTION>
                               CURRENT CHARGES*                      GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------------
OF   ACCUMULATED                      CASH                                    CASH
CONTRACT AT 5% INTEREST   ACCOUNT  SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
YEAR    PER YEAR        VALUE        VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  <C>                <C>           <C>          <C>          <C>           <C>          <C>
- --------------------------------------------------------------------------------------------------
 1       10,500          10,493        9,713        44,053       10,407        9,627        44,053
 2       11,025          11,437       10,657        44,053       11,253       10,473        44,053
 3       11,576          12,468       11,688        44,053       12,175       11,395        44,053
 4       12,155          13,595       12,965        44,053       13,181       12,551        44,053
 5       12,763          14,827       14,197        44,053       14,279       13,649        44,053
 6       13,401          16,174       15,744        44,053       15,479       15,049        44,053
 7       14,071          17,646       17,216        44,053       16,789       16,359        44,053
 8       14,775          19,255       19,025        44,053       18,223       17,993        44,053
 9       15,513          21,014       20,784        44,053       19,791       19,561        44,053
10       16,289          22,937       22,907        44,053       21,510       21,480        44,053
11       17,103          25,076       25,046        44,053       23,432       23,402        44,053
12       17,959          27,417       27,387        44,053       25,550       25,520        44,053
13       18,856          29,984       29,954        44,053       27,889       27,859        44,053
14       19,799          32,817       32,787        45,287       30,479       30,449        44,053
15       20,789          35,941       35,911        48,160       33,354       33,324        44,694
16       21,829          39,371       39,341        51,182       36,533       36,503        47,492
17       22,920          43,125       43,095        55,199       40,014       39,984        51,217
18       24,066          47,233       47,203        59,513       43,823       43,793        55,217
19       25,270          51,729       51,729        64,143       47,992       47,962        59,509
20       26,533          56,682       56,682        69,152       52,555       52,555        64,117
 
25       33,864          89,295       89,295       103,581       82,785       82,785        96,030
35       55,160         221,241      221,241       234,515      204,975      204,975       217,273
- --------------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            11    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.18% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                    CASH                                 CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER     DEATH      ACCOUNT     SURRENDER     DEATH
YEAR    PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT
  <C>                <C>          <C>         <C>         <C>          <C>         <C>
- --------------------------------------------------------------------------------------------
 1       10,500          9,927       9,152      44,053        9,840       9,072      44,053
 2       11,025         10,234       9,454      44,053       10,048       9,268      44,053
 3       11,576         10,551       9,771      44,053       10,252       9,472      44,053
 4       12,155         10,880      10,250      44,053       10,451       9,821      44,053
 5       12,763         11,219      10,589      44,053       10,644      10,014      44,053
 6       13,401         11,570      11,140      44,053       10,828      10,398      44,053
 7       14,071         11,933      11,503      44,053       11,001      10,571      44,053
 8       14,775         12,309      12,079      44,053       11,160      10,930      44,053
 9       15,513         12,697      12,467      44,053       11,300      11,070      44,053
10       16,289         13,098      13,068      44,053       11,419      11,389      44,053
11       17,103         13,533      13,503      44,053       11,528      11,498      44,053
12       17,959         13,984      13,954      44,053       11,609      11,579      44,053
13       18,856         14,451      14,421      44,053       11,656      11,626      44,053
14       19,799         14,935      14,905      44,053       11,665      11,635      44,053
15       20,789         15,436      15,406      44,053       11,629      11,599      44,053
16       21,829         15,954      15,924      44,053       11,538      11,508      44,053
17       22,920         16,491      16,461      44,053       11,383      11,353      44,053
18       24,066         17,047      17,017      44,053       11,152      11,122      44,053
19       25,270         17,623      17,593      44,053       10,830      10,800      44,053
20       26,533         18,220      18,190      44,053       10,399      10,369      44,053
 
25       33,864         21,537      21,507      44,053        5,893       5,863      44,053
35       55,160         30,194      30,164      44,053           --          --          --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
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.
 
                            12    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.82% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                     CASH                                CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER      DEATH     ACCOUNT    SURRENDER      DEATH
YEAR    PER YEAR       VALUE        VALUE       BENEFIT     VALUE       VALUE       BENEFIT
  <C>                <C>          <C>          <C>         <C>        <C>          <C>
- --------------------------------------------------------------------------------------------
 1       10,500         9,361        8,629       44,053      9,274       8,548       44,053
 2       11,025         9,098        8,386       44,053      8,911       8,212       44,053
 3       11,576         8,842        8,149       44,053      8,540       7,869       44,053
 4       12,155         8,592        8,047       44,053      8,159       7,639       44,053
 5       12,763         8,349        7,818       44,053      7,767       7,271       44,053
 6       13,401         8,111        7,757       44,053      7,361       7,037       44,053
 7       14,071         7,880        7,535       44,053      6,939       6,632       44,053
 8       14,775         7,654        7,471       44,053      6,497       6,337       44,053
 9       15,513         7,434        7,255       44,053      6,031       5,880       44,053
10       16,289         7,219        7,189       44,053      5,536       5,506       44,053
11       17,103         7,021        6,991       44,053      5,017       4,987       44,053
12       17,959         6,827        6,797       44,053      4,461       4,431       44,053
13       18,856         6,637        6,607       44,053      3,863       3,833       44,053
14       19,799         6,452        6,422       44,053      3,218       3,188       44,053
15       20,789         6,271        6,241       44,053      2,519       2,489       44,053
16       21,829         6,095        6,065       44,053      1,756       1,726       44,053
17       22,920         5,922        5,892       44,053        921         891       44,053
18       24,066         5,754        5,724       44,053         --          --           --
19       25,270         5,590        5,560       44,053         --          --           --
20       26,533         5,429        5,399       44,053         --          --           --
 
25       33,864         4,682        4,652       44,053         --          --           --
35       55,160         3,428        3,398       44,053         --          --           --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
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.
 
                            13    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.18% NET)
    
 
   
<TABLE>
<CAPTION>
                               CURRENT CHARGES*                      GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------------
OF   ACCUMULATED                      CASH                                    CASH
CONTRACT AT 5% INTEREST   ACCOUNT  SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
YEAR    PER YEAR        VALUE        VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  <C>                <C>           <C>          <C>          <C>           <C>          <C>
- --------------------------------------------------------------------------------------------------
 1       10,500          10,860        9,835        34,014       10,732        9,711        34,014
 2       11,025          11,760       10,745        34,014       11,493       10,483        34,014
 3       11,576          12,738       11,736        34,014       12,317       11,322        34,014
 4       12,155          13,801       12,964        34,014       13,214       12,386        34,014
 5       12,763          14,954       14,137        34,014       14,190       13,383        34,014
 6       13,401          16,207       15,615        34,014       15,253       14,671        34,014
 7       14,071          17,567       17,006        34,014       16,410       15,857        34,014
 8       14,775          19,045       18,719        34,014       17,669       17,351        34,014
 9       15,513          20,649       20,367        34,014       19,040       18,762        34,014
10       16,289          22,391       22,361        34,014       20,536       20,506        34,014
11       17,103          24,478       24,448        34,014       22,355       22,325        34,014
12       17,959          26,770       26,740        34,014       24,376       24,346        34,014
13       18,856          29,324       29,294        34,602       26,629       26,599        34,014
14       19,799          32,150       32,120        37,615       29,153       29,123        34,109
15       20,789          35,247       35,217        40,886       31,959       31,929        37,071
16       21,829          38,642       38,612        44,438       35,033       35,003        40,288
17       22,920          42,374       42,344        47,882       38,414       38,384        43,407
18       24,066          46,479       46,449        51,591       42,132       42,102        46,766
19       25,270          51,000       51,000        55,590       46,227       46,197        50,387
20       26,533          55,972       55,972        61,009       50,701       50,701        55,264
 
25       33,864          89,008       89,008        94,348       80,626       80,626        85,463
35       55,160         221,151      221,151       232,208      197,373      197,373       207,241
- --------------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            14    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.18% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                    CASH                                 CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER     DEATH      ACCOUNT     SURRENDER     DEATH
YEAR    PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT
  <C>                <C>          <C>         <C>         <C>          <C>         <C>
- --------------------------------------------------------------------------------------------
 1       10,500         10,273       9,262      34,014       10,146       9,138      34,014
 2       11,025         10,524       9,533      34,014       10,254       9,269      34,014
 3       11,576         10,780       9,812      34,014       10,352       9,391      34,014
 4       12,155         11,044      10,249      34,014       10,441       9,654      34,014
 5       12,763         11,316      10,544      34,014       10,518       9,757      34,014
 6       13,401         11,594      11,048      34,014       10,581      10,045      34,014
 7       14,071         11,880      11,361      34,014       10,625      10,115      34,014
 8       14,775         12,174      11,883      34,014       10,643      10,359      34,014
 9       15,513         12,476      12,215      34,014       10,627      10,371      34,014
10       16,289         12,787      12,757      34,014       10,573      10,543      34,014
11       17,103         13,211      13,181      34,014       10,562      10,532      34,014
12       17,959         13,650      13,620      34,014       10,507      10,477      34,014
13       18,856         14,105      14,075      34,014       10,405      10,375      34,014
14       19,799         14,577      14,547      34,014       10,249      10,219      34,014
15       20,789         15,065      15,035      34,014       10,032      10,002      34,014
16       21,829         15,570      15,540      34,014        9,739       9,709      34,014
17       22,920         16,093      16,063      34,014        9,349       9,319      34,014
18       24,066         16,635      16,605      34,014        8,834       8,804      34,014
19       25,270         17,197      17,167      34,014        8,163       8,133      34,014
20       26,533         17,778      17,748      34,014        7,298       7,268      34,014
 
25       33,864         21,010      20,980      34,014           --          --          --
35       55,160         29,447      29,417      34,014           --          --          --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
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.
 
                            15    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.82% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                     CASH                                CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER      DEATH     ACCOUNT    SURRENDER      DEATH
YEAR    PER YEAR       VALUE        VALUE       BENEFIT     VALUE       VALUE       BENEFIT
  <C>                <C>          <C>          <C>         <C>        <C>          <C>
- --------------------------------------------------------------------------------------------
 1       10,500         9,687        8,713       34,014      9,561       8,598       34,014
 2       11,025         9,355        8,437       34,014      9,085       8,192       34,014
 3       11,576         9,034        8,168       34,014      8,603       7,777       34,014
 4       12,155         8,722        8,038       34,014      8,115       7,476       34,014
 5       12,763         8,421        7,780       34,014      7,618       7,035       34,014
 6       13,401         8,128        7,692       34,014      7,108       6,723       34,014
 7       14,071         7,845        7,443       34,014      6,580       6,238       34,014
 8       14,775         7,571        7,352       34,014      6,028       5,848       34,014
 9       15,513         7,305        7,111       34,014      5,443       5,291       34,014
10       16,289         7,048        7,018       34,014      4,819       4,789       34,014
11       17,103         6,853        6,823       34,014      4,185       4,155       34,014
12       17,959         6,663        6,633       34,014      3,498       3,468       34,014
13       18,856         6,477        6,447       34,014      2,754       2,724       34,014
14       19,799         6,296        6,266       34,014      1,946       1,916       34,014
15       20,789         6,119        6,089       34,014      1,066       1,036       34,014
16       21,829         5,946        5,916       34,014         97          67       34,014
17       22,920         5,777        5,747       34,014         --          --           --
18       24,066         5,612        5,582       34,014         --          --           --
19       25,270         5,451        5,421       34,014         --          --           --
20       26,533         5,294        5,264       34,014         --          --           --
 
25       33,864         4,561        4,531       34,014         --          --           --
35       55,160         3,333        3,303       34,014         --          --           --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
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.
 
                            16    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.18% NET)
    
 
   
<TABLE>
<CAPTION>
                               CURRENT CHARGES*                      GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------------
OF   ACCUMULATED                      CASH                                    CASH
CONTRACT AT 5% INTEREST   ACCOUNT  SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
YEAR    PER YEAR        VALUE        VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  <C>                <C>           <C>          <C>          <C>           <C>          <C>
- --------------------------------------------------------------------------------------------------
 1       10,500          10,493        9,713        34,014       10,360        9,580        34,014
 2       11,025          11,437       10,657        34,014       11,155       10,375        34,014
 3       11,576          12,468       11,688        34,014       12,024       11,244        34,014
 4       12,155          13,595       12,965        34,014       12,976       12,346        34,014
 5       12,763          14,827       14,197        34,014       14,020       13,390        34,014
 6       13,401          16,174       15,744        34,014       15,164       14,734        34,014
 7       14,071          17,646       17,216        34,014       16,419       15,989        34,014
 8       14,775          19,255       19,025        34,014       17,796       17,566        34,014
 9       15,513          21,014       20,784        34,014       19,308       19,078        34,014
10       16,289          22,937       22,907        34,014       20,971       20,941        34,014
11       17,103          25,076       25,046        34,014       22,844       22,814        34,014
12       17,959          27,435       27,405        34,014       24,925       24,895        34,014
13       18,856          30,067       30,037        35,478       27,247       27,217        34,014
14       19,799          32,965       32,935        38,568       29,848       29,818        34,922
15       20,789          36,141       36,111        41,924       32,722       32,692        37,957
16       21,829          39,623       39,593        45,566       35,871       35,841        41,251
17       22,920          43,450       43,420        49,098       39,332       39,302        44,445
18       24,066          47,661       47,631        52,903       43,141       43,111        47,886
19       25,270          52,298       52,298        57,004       47,335       47,305        51,594
20       26,533          57,396       57,396        62,561       51,916       51,916        56,588
 
25       33,864          91,272       91,272        96,748       82,558       82,558        87,511
35       55,160         226,778      226,778       238,117      202,105      202,105       212,209
- --------------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            17    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.18% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                    CASH                                 CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER     DEATH      ACCOUNT     SURRENDER     DEATH
YEAR    PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT
  <C>                <C>          <C>         <C>         <C>          <C>         <C>
- --------------------------------------------------------------------------------------------
 1       10,500          9,927       9,152      34,014        9,794       9,029      34,014
 2       11,025         10,234       9,454      34,014        9,952       9,175      34,014
 3       11,576         10,551       9,771      34,014       10,103       9,323      34,014
 4       12,155         10,880      10,250      34,014       10,249       9,619      34,014
 5       12,763         11,219      10,589      34,014       10,386       9,756      34,014
 6       13,401         11,570      11,140      34,014       10,513      10,083      34,014
 7       14,071         11,933      11,503      34,014       10,623      10,193      34,014
 8       14,775         12,309      12,079      34,014       10,712      10,482      34,014
 9       15,513         12,697      12,467      34,014       10,772      10,542      34,014
10       16,289         13,098      13,068      34,014       10,797      10,767      34,014
11       17,103         13,533      13,503      34,014       10,800      10,770      34,014
12       17,959         13,984      13,954      34,014       10,760      10,730      34,014
13       18,856         14,451      14,421      34,014       10,673      10,643      34,014
14       19,799         14,935      14,905      34,014       10,536      10,506      34,014
15       20,789         15,436      15,406      34,014       10,339      10,309      34,014
16       21,829         15,954      15,924      34,014       10,068      10,038      34,014
17       22,920         16,491      16,461      34,014        9,702       9,672      34,014
18       24,066         17,047      17,017      34,014        9,216       9,186      34,014
19       25,270         17,623      17,593      34,014        8,577       8,547      34,014
20       26,533         18,220      18,190      34,014        7,748       7,718      34,014
 
25       33,864         21,537      21,507      34,014           --          --          --
35       55,160         30,194      30,164      34,014           --          --          --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
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.
 
                            18    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.82% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                     CASH                                CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER      DEATH     ACCOUNT    SURRENDER      DEATH
YEAR    PER YEAR       VALUE        VALUE       BENEFIT     VALUE       VALUE       BENEFIT
  <C>                <C>          <C>          <C>         <C>        <C>          <C>
- --------------------------------------------------------------------------------------------
 1       10,500         9,361        8,629       34,014      9,228       8,506       34,014
 2       11,025         9,098        8,386       34,014      8,816       8,125       34,014
 3       11,576         8,842        8,149       34,014      8,394       7,735       34,014
 4       12,155         8,592        8,047       34,014      7,962       7,454       34,014
 5       12,763         8,349        7,818       34,014      7,517       7,036       34,014
 6       13,401         8,111        7,757       34,014      7,056       6,744       34,014
 7       14,071         7,880        7,535       34,014      6,573       6,280       34,014
 8       14,775         7,654        7,471       34,014      6,062       5,911       34,014
 9       15,513         7,434        7,255       34,014      5,514       5,373       34,014
10       16,289         7,219        7,189       34,014      4,922       4,892       34,014
11       17,103         7,021        6,991       34,014      4,289       4,259       34,014
12       17,959         6,827        6,797       34,014      3,602       3,572       34,014
13       18,856         6,637        6,607       34,014      2,858       2,828       34,014
14       19,799         6,452        6,422       34,014      2,051       2,021       34,014
15       20,789         6,271        6,241       34,014      1,172       1,142       34,014
16       21,829         6,095        6,065       34,014        204         174       34,014
17       22,920         5,922        5,892       34,014         --          --           --
18       24,066         5,754        5,724       34,014         --          --           --
19       25,270         5,590        5,560       34,014         --          --           --
20       26,533         5,429        5,399       34,014         --          --           --
 
25       33,864         4,682        4,652       34,014         --          --           --
35       55,160         3,428        3,398       34,014         --          --           --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
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.
 
                            19    - PROSPECTUS
<PAGE>
   
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
    
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.18% NET)
    
 
   
<TABLE>
<CAPTION>
                               CURRENT CHARGES*                      GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------------
OF   ACCUMULATED                      CASH                                    CASH
CONTRACT AT 5% INTEREST   ACCOUNT  SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
YEAR    PER YEAR        VALUE        VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  <C>                <C>           <C>          <C>          <C>           <C>          <C>
- --------------------------------------------------------------------------------------------------
 1       10,500          10,860        9,835        20,001       10,646        9,627        20,001
 2       11,025          11,760       10,745        20,001       11,311       10,304        20,001
 3       11,576          12,738       11,736        20,001       12,031       11,040        20,001
 4       12,155          13,801       12,964        20,001       12,817       11,995        20,001
 5       12,763          14,954       14,137        20,001       13,681       12,880        20,001
 6       13,401          16,207       15,615        20,001       14,638       14,062        20,001
 7       14,071          17,567       17,006        20,001       15,707       15,159        20,001
 8       14,775          19,049       18,724        21,144       16,913       16,598        20,001
 9       15,513          20,671       20,390        22,531       18,289       18,013        20,001
10       16,289          22,421       22,391        24,438       19,832       19,802        21,617
11       17,103          24,518       24,488        26,479       21,684       21,654        23,419
12       17,959          26,821       26,791        28,698       23,717       23,687        25,377
13       18,856          29,328       29,298        31,381       25,929       25,899        27,743
14       19,799          32,084       32,054        34,008       28,361       28,331        30,062
15       20,789          35,089       35,059        37,194       31,007       30,977        32,867
16       21,829          38,393       38,363        40,312       33,923       33,893        35,619
17       22,920          41,996       41,966        44,095       37,095       37,065        38,949
18       24,066          45,940       45,910        48,236       40,540       40,510        42,566
19       25,270          50,257       50,257        52,769       44,275       44,245        46,488
20       26,533          55,015       55,015        57,766       48,319       48,289        50,734
 
25       33,864          86,484       86,484        90,808       74,047       74,047        77,749
35       55,160         213,896      213,896       216,034      177,563      177,563       179,338
- --------------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            20    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.18% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                    CASH                                 CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER     DEATH      ACCOUNT     SURRENDER     DEATH
YEAR    PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT
  <C>                <C>          <C>         <C>         <C>          <C>         <C>
- --------------------------------------------------------------------------------------------
 1       10,500         10,273       9,262      20,001       10,058       9,051      20,001
 2       11,025         10,524       9,533      20,001       10,057       9,075      20,001
 3       11,576         10,780       9,812      20,001       10,023       9,067      20,001
 4       12,155         11,044      10,249      20,001        9,951       9,174      20,001
 5       12,763         11,316      10,544      20,001        9,833       9,090      20,001
 6       13,401         11,594      11,048      20,001        9,660       9,147      20,001
 7       14,071         11,880      11,361      20,001        9,420       8,942      20,001
 8       14,775         12,174      11,883      20,001        9,094       8,837      20,001
 9       15,513         12,476      12,215      20,001        8,663       8,438      20,001
10       16,289         12,787      12,757      20,001        8,102       8,072      20,001
11       17,103         13,211      13,181      20,001        7,448       7,418      20,001
12       17,959         13,650      13,620      20,001        6,602       6,572      20,001
13       18,856         14,105      14,075      20,001        5,519       5,489      20,001
14       19,799         14,577      14,547      20,001        4,137       4,107      20,001
15       20,789         15,065      15,035      20,001        2,373       2,343      20,001
16       21,829         15,570      15,540      20,001          108          78      20,001
17       22,920         16,093      16,063      20,001           --          --          --
18       24,066         16,635      16,605      20,001           --          --          --
19       25,270         17,197      17,167      20,001           --          --          --
20       26,533         17,778      17,748      20,001           --          --          --
 
25       33,864         21,010      20,980      22,060           --          --          --
35       55,160         29,471      29,441      29,765           --          --          --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            21    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.82% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                     CASH                                CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER      DEATH     ACCOUNT    SURRENDER      DEATH
YEAR    PER YEAR       VALUE        VALUE       BENEFIT     VALUE       VALUE       BENEFIT
  <C>                <C>          <C>          <C>         <C>        <C>          <C>
- --------------------------------------------------------------------------------------------
 1       10,500         9,687        8,713       20,001      9,469       8,516       20,001
 2       11,025         9,355        8,437       20,001      8,875       8,002       20,001
 3       11,576         9,034        8,168       20,001      8,241       7,449       20,001
 4       12,155         8,722        8,038       20,001      7,560       6,963       20,001
 5       12,763         8,421        7,780       20,001      6,821       6,296       20,001
 6       13,401         8,128        7,692       20,001      6,011       5,681       20,001
 7       14,071         7,845        7,443       20,001      5,113       4,840       20,001
 8       14,775         7,571        7,352       20,001      4,104       3,971       20,001
 9       15,513         7,305        7,111       20,001      2,955       2,858       20,001
10       16,289         7,048        7,018       20,001      1,635       1,605       20,001
11       17,103         6,853        6,823       20,001        116          86       20,001
12       17,959         6,663        6,633       20,001         --          --           --
13       18,856         6,477        6,447       20,001         --          --           --
14       19,799         6,296        6,266       20,001         --          --           --
15       20,789         6,119        6,089       20,001         --          --           --
16       21,829         5,946        5,916       20,001         --          --           --
17       22,920         5,777        5,747       20,001         --          --           --
18       24,066         5,612        5,582       20,001         --          --           --
19       25,270         5,451        5,421       20,001         --          --           --
20       26,533         5,294        5,264       20,001         --          --           --
 
25       33,864         4,561        4,531       20,001         --          --           --
35       55,160         3,333        3,303       20,001         --          --           --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            22    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.18% NET)
    
 
   
<TABLE>
<CAPTION>
                               CURRENT CHARGES*                      GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------------
OF   ACCUMULATED                      CASH                                    CASH
CONTRACT AT 5% INTEREST   ACCOUNT  SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
YEAR    PER YEAR        VALUE        VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  <C>                <C>           <C>          <C>          <C>           <C>          <C>
- --------------------------------------------------------------------------------------------------
 1       10,500          10,493        9,713        20,001       10,265        9,485        20,001
 2       11,025          11,437       10,657        20,001       10,954       10,174        20,001
 3       11,576          12,468       11,688        20,001       11,706       10,926        20,001
 4       12,155          13,595       12,965        20,001       12,532       11,902        20,001
 5       12,763          14,827       14,197        20,001       13,447       12,817        20,001
 6       13,401          16,174       15,744        20,001       14,467       14,037        20,001
 7       14,071          17,646       17,216        20,001       15,615       15,185        20,001
 8       14,775          19,260       19,030        21,378       16,919       16,689        20,001
 9       15,513          21,038       20,808        22,930       18,420       18,190        20,078
10       16,289          22,967       22,937        25,034       20,106       20,076        21,915
11       17,103          25,117       25,087        27,126       21,984       21,954        23,742
12       17,959          27,477       27,447        29,400       24,045       24,015        25,728
13       18,856          30,046       30,016        32,149       26,288       26,258        28,128
14       19,799          32,870       32,840        34,842       28,755       28,725        30,479
15       20,789          35,950       35,920        38,106       31,438       31,408        33,324
16       21,829          39,336       39,306        41,302       34,395       34,365        36,114
17       22,920          43,028       42,998        45,178       37,611       37,581        39,491
18       24,066          47,069       47,039        49,422       41,104       41,074        43,159
19       25,270          51,493       51,493        54,067       44,892       44,862        47,136
20       26,533          56,369       56,369        59,187       48,993       48,963        51,442
 
25       33,864          88,612       88,612        93,042       75,081       75,081        78,834
35       55,160         219,158      219,158       221,349      180,040      180,040       181,840
- --------------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            23    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.18% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                    CASH                                 CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER     DEATH      ACCOUNT     SURRENDER     DEATH
YEAR    PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT
  <C>                <C>          <C>         <C>         <C>          <C>         <C>
- --------------------------------------------------------------------------------------------
 1       10,500          9,927       9,152      20,001        9,697       8,940      20,001
 2       11,025         10,234       9,454      20,001        9,737       8,977      20,001
 3       11,576         10,551       9,771      20,001        9,747       8,986      20,001
 4       12,155         10,880      10,250      20,001        9,720       9,107      20,001
 5       12,763         11,219      10,589      20,001        9,650       9,041      20,001
 6       13,401         11,570      11,140      20,001        9,527       9,116      20,001
 7       14,071         11,933      11,503      20,001        9,339       8,935      20,001
 8       14,775         12,309      12,079      20,001        9,068       8,856      20,001
 9       15,513         12,697      12,467      20,001        8,695       8,491      20,001
10       16,289         13,098      13,068      20,001        8,195       8,165      20,001
11       17,103         13,533      13,503      20,001        7,553       7,523      20,001
12       17,959         13,984      13,954      20,001        6,721       6,691      20,001
13       18,856         14,451      14,421      20,001        5,655       5,625      20,001
14       19,799         14,935      14,905      20,001        4,294       4,264      20,001
15       20,789         15,436      15,406      20,001        2,557       2,527      20,001
16       21,829         15,954      15,924      20,001          324         294      20,001
17       22,920         16,491      16,461      20,001           --          --          --
18       24,066         17,047      17,017      20,001           --          --          --
19       25,270         17,623      17,593      20,001           --          --          --
20       26,533         18,220      18,190      20,001           --          --          --
 
25       33,864         21,537      21,507      22,613           --          --          --
35       55,160         30,219      30,189      30,521           --          --          --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            24    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.82% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                     CASH                                CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER      DEATH     ACCOUNT    SURRENDER      DEATH
YEAR    PER YEAR       VALUE        VALUE       BENEFIT     VALUE       VALUE       BENEFIT
  <C>                <C>          <C>          <C>         <C>        <C>          <C>
- --------------------------------------------------------------------------------------------
 1       10,500         9,361        8,629       20,001      9,129       8,415       20,001
 2       11,025         9,098        8,386       20,001      8,591       7,917       20,001
 3       11,576         8,842        8,149       20,001      8,009       7,378       20,001
 4       12,155         8,592        8,047       20,001      7,375       6,902       20,001
 5       12,763         8,349        7,818       20,001      6,679       6,248       20,001
 6       13,401         8,111        7,757       20,001      5,908       5,642       20,001
 7       14,071         7,880        7,535       20,001      5,043       4,812       20,001
 8       14,775         7,654        7,471       20,001      4,062       3,951       20,001
 9       15,513         7,434        7,255       20,001      2,935       2,846       20,001
10       16,289         7,219        7,189       20,001      1,630       1,600       20,001
11       17,103         7,021        6,991       20,001        111          81       20,001
12       17,959         6,827        6,797       20,001         --          --           --
13       18,856         6,637        6,607       20,001         --          --           --
14       19,799         6,452        6,422       20,001         --          --           --
15       20,789         6,271        6,241       20,001         --          --           --
16       21,829         6,095        6,065       20,001         --          --           --
17       22,920         5,922        5,892       20,001         --          --           --
18       24,066         5,754        5,724       20,001         --          --           --
19       25,270         5,590        5,560       20,001         --          --           --
20       26,533         5,429        5,399       20,001         --          --           --
 
25       33,864         4,682        4,652       20,001         --          --           --
35       55,160         3,428        3,398       20,001         --          --           --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            25    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 55 MALE PREFERRED
                         ISSUE AGE 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.18% NET)
    
 
   
<TABLE>
<CAPTION>
                               CURRENT CHARGES*                      GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------------
OF   ACCUMULATED                      CASH                                    CASH
CONTRACT AT 5% INTEREST   ACCOUNT  SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
YEAR    PER YEAR        VALUE        VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  <C>                <C>           <C>          <C>          <C>           <C>          <C>
- --------------------------------------------------------------------------------------------------
 1       10,500          10,927        9,902        45,872       10,927        9,902        45,872
 2       11,025          11,901       10,883        45,872       11,901       10,883        45,872
 3       11,576          12,958       11,952        45,872       12,958       11,952        45,872
 4       12,155          14,105       13,263        45,872       14,105       13,263        45,872
 5       12,763          15,348       14,526        45,872       15,348       14,526        45,872
 6       13,401          16,696       16,099        45,872       16,696       16,099        45,872
 7       14,071          18,156       17,590        45,872       18,156       17,590        45,872
 8       14,775          19,738       19,410        45,872       19,738       19,410        45,872
 9       15,513          21,452       21,168        45,872       21,452       21,168        45,872
10       16,289          23,308       23,278        45,872       23,308       23,278        45,872
11       17,103          25,526       25,496        45,872       25,525       25,495        45,872
12       17,959          27,958       27,928        45,872       27,954       27,924        45,872
13       18,856          30,627       30,597        45,872       30,622       30,592        45,872
14       19,799          33,566       33,536        45,872       33,560       33,530        45,872
15       20,789          36,813       36,783        45,872       36,806       36,776        45,872
16       21,829          40,415       40,385        46,476       40,407       40,377        46,467
17       22,920          44,396       44,366        50,168       44,388       44,358        50,158
18       24,066          48,772       48,742        54,137       48,763       48,733        54,126
19       25,270          53,584       53,584        58,406       53,574       53,574        58,395
20       26,533          58,880       58,880        64,179       58,869       58,869        64,166
 
25       33,864          94,020       94,020        99,661       94,002       94,002        99,642
35       55,160         236,261      236,261       248,073      230,345      230,345       241,862
- --------------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            26    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 55 MALE PREFERRED
                         ISSUE AGE 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.18% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                    CASH                                 CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER     DEATH      ACCOUNT     SURRENDER     DEATH
YEAR    PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT
  <C>                <C>          <C>         <C>         <C>          <C>         <C>
- --------------------------------------------------------------------------------------------
 1       10,500         10,338       9,325      45,872       10,338       9,325      45,872
 2       11,025         10,649       9,656      45,872       10,649       9,656      45,872
 3       11,576         10,963       9,991      45,872       10,963       9,991      45,872
 4       12,155         11,277      10,478      45,872       11,277      10,478      45,872
 5       12,763         11,591      10,816      45,872       11,591      10,816      45,872
 6       13,401         11,902      11,353      45,872       11,902      11,353      45,872
 7       14,071         12,215      11,694      45,872       12,208      11,686      45,872
 8       14,775         12,537      12,245      45,872       12,503      12,210      45,872
 9       15,513         12,869      12,607      45,872       12,783      12,521      45,872
10       16,289         13,210      13,180      45,872       13,042      13,012      45,872
11       17,103         13,669      13,639      45,872       13,382      13,352      45,872
12       17,959         14,146      14,116      45,872       13,695      13,665      45,872
13       18,856         14,641      14,611      45,872       13,973      13,943      45,872
14       19,799         15,154      15,124      45,872       14,208      14,178      45,872
15       20,789         15,686      15,656      45,872       14,390      14,360      45,872
16       21,829         16,238      16,208      45,872       14,504      14,474      45,872
17       22,920         16,810      16,780      45,872       14,530      14,500      45,872
18       24,066         17,404      17,374      45,872       14,443      14,413      45,872
19       25,270         18,020      17,990      45,872       14,210      14,180      45,872
20       26,533         18,658      18,628      45,872       13,795      13,765      45,872
 
25       33,864         22,226      22,196      45,872        7,069       7,039      45,872
35       55,160         31,646      31,616      45,872           --          --          --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            27    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 55 MALE PREFERRED
                         ISSUE AGE 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.82% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                     CASH                                CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER      DEATH     ACCOUNT    SURRENDER      DEATH
YEAR    PER YEAR       VALUE        VALUE       BENEFIT     VALUE       VALUE       BENEFIT
  <C>                <C>          <C>          <C>         <C>        <C>          <C>
- --------------------------------------------------------------------------------------------
 1       10,500         9,748        8,767       45,872      9,748       8,767       45,872
 2       11,025         9,466        8,537       45,872      9,466       8,537       45,872
 3       11,576         9,182        8,303       45,872      9,182       8,303       45,872
 4       12,155         8,896        8,199       45,872      8,896       8,199       45,872
 5       12,763         8,604        7,950       45,872      8,604       7,950       45,872
 6       13,401         8,319        7,873       45,872      8,305       7,859       45,872
 7       14,071         8,042        7,630       45,872      7,994       7,584       45,872
 8       14,775         7,773        7,548       45,872      7,667       7,445       45,872
 9       15,513         7,512        7,313       45,872      7,318       7,124       45,872
10       16,289         7,259        7,229       45,872      6,942       6,912       45,872
11       17,103         7,070        7,040       45,872      6,583       6,553       45,872
12       17,959         6,885        6,855       45,872      6,177       6,147       45,872
13       18,856         6,704        6,674       45,872      5,715       5,685       45,872
14       19,799         6,527        6,497       45,872      5,188       5,158       45,872
15       20,789         6,354        6,324       45,872      4,581       4,551       45,872
16       21,829         6,185        6,155       45,872      3,877       3,847       45,872
17       22,920         6,020        5,990       45,872      3,053       3,023       45,872
18       24,066         5,858        5,828       45,872      2,074       2,044       45,872
19       25,270         5,700        5,670       45,872        902         872       45,872
20       26,533         5,545        5,515       45,872         --          --           --
 
25       33,864         4,821        4,791       45,872         --          --           --
35       55,160         3,593        3,563       45,872         --          --           --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            28    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 55 MALE PREFERRED
                         ISSUE AGE 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.18% NET)
    
 
   
<TABLE>
<CAPTION>
                               CURRENT CHARGES*                      GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------------
OF   ACCUMULATED                      CASH                                    CASH
CONTRACT AT 5% INTEREST   ACCOUNT  SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
YEAR    PER YEAR        VALUE        VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  <C>                <C>           <C>          <C>          <C>           <C>          <C>
- --------------------------------------------------------------------------------------------------
 1       10,500          10,559        9,779        45,872       10,559        9,779        45,872
 2       11,025          11,573       10,793        45,872       11,573       10,793        45,872
 3       11,576          12,682       11,902        45,872       12,682       11,902        45,872
 4       12,155          13,893       13,263        45,872       13,893       13,263        45,872
 5       12,763          15,215       14,585        45,872       15,215       14,585        45,872
 6       13,401          16,658       16,228        45,872       16,658       16,228        45,872
 7       14,071          18,234       17,804        45,872       18,234       17,804        45,872
 8       14,775          19,953       19,723        45,872       19,953       19,723        45,872
 9       15,513          21,830       21,600        45,872       21,830       21,600        45,872
10       16,289          23,878       23,848        45,872       23,878       23,848        45,872
11       17,103          26,157       26,127        45,872       26,157       26,127        45,872
12       17,959          28,655       28,625        45,872       28,655       28,625        45,872
13       18,856          31,401       31,371        45,872       31,400       31,370        45,872
14       19,799          34,426       34,396        45,872       34,426       34,396        45,872
15       20,789          37,773       37,743        45,872       37,772       37,742        45,872
16       21,829          41,483       41,453        47,705       41,483       41,453        47,705
17       22,920          45,571       45,541        51,495       45,571       45,541        51,495
18       24,066          50,064       50,064        55,570       50,063       50,063        55,570
19       25,270          55,037       55,037        59,990       55,037       55,037        59,989
20       26,533          60,477       60,477        65,919       60,476       60,476        65,919
 
25       33,864          96,569       96,569       102,363       96,569       96,569       102,362
35       55,160         242,667      242,667       254,800      236,635      236,635       248,466
- --------------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            29    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 55 MALE PREFERRED
                         ISSUE AGE 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.18% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                    CASH                                 CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER     DEATH      ACCOUNT     SURRENDER     DEATH
YEAR    PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT
  <C>                <C>          <C>         <C>         <C>          <C>         <C>
- --------------------------------------------------------------------------------------------
 1       10,500          9,989       9,210      45,872        9,989       9,210      45,872
 2       11,025         10,355       9,575      45,872       10,355       9,575      45,872
 3       11,576         10,728       9,948      45,872       10,728       9,948      45,872
 4       12,155         11,107      10,477      45,872       11,107      10,477      45,872
 5       12,763         11,490      10,860      45,872       11,490      10,860      45,872
 6       13,401         11,875      11,445      45,872       11,875      11,445      45,872
 7       14,071         12,267      11,837      45,872       12,259      11,829      45,872
 8       14,775         12,672      12,442      45,872       12,638      12,408      45,872
 9       15,513         13,092      12,862      45,872       13,008      12,778      45,872
10       16,289         13,528      13,498      45,872       13,364      13,334      45,872
11       17,103         13,999      13,969      45,872       13,719      13,689      45,872
12       17,959         14,488      14,458      45,872       14,048      14,018      45,872
13       18,856         14,996      14,966      45,872       14,344      14,314      45,872
14       19,799         15,522      15,492      45,872       14,599      14,569      45,872
15       20,789         16,068      16,038      45,872       14,803      14,773      45,872
16       21,829         16,634      16,604      45,872       14,940      14,910      45,872
17       22,920         17,221      17,191      45,872       14,993      14,963      45,872
18       24,066         17,830      17,800      45,872       14,936      14,906      45,872
19       25,270         18,461      18,431      45,872       14,737      14,707      45,872
20       26,533         19,117      19,087      45,872       14,361      14,331      45,872
 
25       33,864         22,776      22,746      45,872        7,966       7,936      45,872
35       55,160         32,438      32,408      45,872           --          --          --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            30    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 55 MALE PREFERRED
                         ISSUE AGE 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.82% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                     CASH                                CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER      DEATH     ACCOUNT    SURRENDER      DEATH
YEAR    PER YEAR       VALUE        VALUE       BENEFIT     VALUE       VALUE       BENEFIT
  <C>                <C>          <C>          <C>         <C>        <C>          <C>
- --------------------------------------------------------------------------------------------
 1       10,500         9,419        8,682       45,872      9,419       8,682       45,872
 2       11,025         9,205        8,484       45,872      9,205       8,484       45,872
 3       11,576         8,986        8,282       45,872      8,986       8,282       45,872
 4       12,155         8,761        8,206       45,872      8,761       8,206       45,872
 5       12,763         8,528        7,987       45,872      8,528       7,987       45,872
 6       13,401         8,299        7,937       45,872      8,284       7,923       45,872
 7       14,071         8,075        7,722       45,872      8,026       7,675       45,872
 8       14,775         7,856        7,669       45,872      7,749       7,564       45,872
 9       15,513         7,642        7,460       45,872      7,448       7,269       45,872
10       16,289         7,434        7,404       45,872      7,115       7,085       45,872
11       17,103         7,241        7,211       45,872      6,755       6,725       45,872
12       17,959         7,052        7,022       45,872      6,347       6,317       45,872
13       18,856         6,868        6,838       45,872      5,884       5,854       45,872
14       19,799         6,687        6,657       45,872      5,355       5,325       45,872
15       20,789         6,511        6,481       45,872      4,747       4,717       45,872
16       21,829         6,338        6,308       45,872      4,043       4,013       45,872
17       22,920         6,169        6,139       45,872      3,219       3,189       45,872
18       24,066         6,004        5,974       45,872      2,241       2,211       45,872
19       25,270         5,843        5,813       45,872      1,070       1,040       45,872
20       26,533         5,685        5,655       45,872         --          --           --
 
25       33,864         4,946        4,916       45,872         --          --           --
35       55,160         3,693        3,663       45,872         --          --           --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            31    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 65 MALE PREFERRED
                         ISSUE AGE 65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.18% NET)
    
 
   
<TABLE>
<CAPTION>
                               CURRENT CHARGES*                      GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------------
OF   ACCUMULATED                      CASH                                    CASH
CONTRACT AT 5% INTEREST   ACCOUNT  SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
YEAR    PER YEAR        VALUE        VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  <C>                <C>           <C>          <C>          <C>           <C>          <C>
- --------------------------------------------------------------------------------------------------
 1       10,500          10,921        9,895        28,491       10,921        9,895        28,491
 2       11,025          11,875       10,857        28,491       11,875       10,857        28,491
 3       11,576          12,895       11,889        28,491       12,895       11,889        28,491
 4       12,155          13,992       13,152        28,491       13,987       13,147        28,491
 5       12,763          15,185       14,365        28,491       15,158       14,338        28,491
 6       13,401          16,482       15,887        28,491       16,414       15,819        28,491
 7       14,071          17,893       17,329        28,491       17,764       17,201        28,491
 8       14,775          19,427       19,100        28,491       19,221       18,895        28,491
 9       15,513          21,096       20,813        28,491       20,799       20,517        28,491
10       16,289          22,911       22,881        28,491       22,521       22,491        28,491
11       17,103          25,087       25,057        28,491       24,618       24,588        28,491
12       17,959          27,511       27,481        29,437       26,979       26,949        28,867
13       18,856          30,185       30,155        32,297       29,600       29,570        31,671
14       19,799          33,120       33,090        35,106       32,477       32,447        34,425
15       20,789          36,323       36,293        38,502       35,617       35,587        37,754
16       21,829          39,843       39,813        41,834       39,068       39,038        41,021
17       22,920          43,681       43,651        45,864       42,831       42,801        44,972
18       24,066          47,859       47,829        50,251       46,927       46,897        49,273
19       25,270          52,436       52,436        55,058       51,379       51,379        53,947
20       26,533          57,488       57,488        60,362       56,241       56,241        59,053
 
25       33,864          91,052       91,052        95,604       87,126       87,126        91,482
35       55,160         228,413      228,413       230,696      209,893      209,893       211,992
- --------------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            32    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 65 MALE PREFERRED
                         ISSUE AGE 65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.18% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                    CASH                                 CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER     DEATH      ACCOUNT     SURRENDER     DEATH
YEAR    PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT
  <C>                <C>          <C>         <C>         <C>          <C>         <C>
- --------------------------------------------------------------------------------------------
 1       10,500         10,331       9,319      28,491       10,331       9,319      28,491
 2       11,025         10,622       9,629      28,491       10,622       9,629      28,491
 3       11,576         10,898       9,927      28,491       10,897       9,927      28,491
 4       12,155         11,182      10,384      28,491       11,154      10,356      28,491
 5       12,763         11,474      10,701      28,491       11,385      10,613      28,491
 6       13,401         11,775      11,227      28,491       11,585      11,039      28,491
 7       14,071         12,084      11,563      28,491       11,744      11,226      28,491
 8       14,775         12,402      12,110      28,491       11,850      11,561      28,491
 9       15,513         12,730      12,468      28,491       11,890      11,630      28,491
10       16,289         13,066      13,036      28,491       11,844      11,814      28,491
11       17,103         13,521      13,491      28,491       11,791      11,761      28,491
12       17,959         13,992      13,962      28,491       11,617      11,587      28,491
13       18,856         14,481      14,451      28,491       11,295      11,265      28,491
14       19,799         14,988      14,958      28,491       10,792      10,762      28,491
15       20,789         15,514      15,484      28,491       10,063      10,033      28,491
16       21,829         16,060      16,030      28,491        9,045       9,015      28,491
17       22,920         16,626      16,596      28,491        7,649       7,619      28,491
18       24,066         17,212      17,182      28,491        5,750       5,720      28,491
19       25,270         17,821      17,791      28,491        3,173       3,143      28,491
20       26,533         18,452      18,422      28,491           --          --          --
 
25       33,864         21,978      21,948      28,491           --          --          --
35       55,160         31,289      31,259      31,602           --          --          --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            33    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 65 MALE PREFERRED
                         ISSUE AGE 65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.82% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                     CASH                                CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER      DEATH     ACCOUNT    SURRENDER      DEATH
YEAR    PER YEAR       VALUE        VALUE       BENEFIT     VALUE       VALUE       BENEFIT
  <C>                <C>          <C>          <C>         <C>        <C>          <C>
- --------------------------------------------------------------------------------------------
 1       10,500         9,742        8,762       28,491      9,742       8,762       28,491
 2       11,025         9,439        8,512       28,491      9,439       8,512       28,491
 3       11,576         9,128        8,254       28,491      9,116       8,243       28,491
 4       12,155         8,827        8,135       28,491      8,769       8,081       28,491
 5       12,763         8,535        7,886       28,491      8,390       7,751       28,491
 6       13,401         8,251        7,809       28,491      7,970       7,542       28,491
 7       14,071         7,976        7,567       28,491      7,498       7,112       28,491
 8       14,775         7,709        7,487       28,491      6,959       6,755       28,491
 9       15,513         7,451        7,253       28,491      6,332       6,160       28,491
10       16,289         7,199        7,169       28,491      5,595       5,565       28,491
11       17,103         7,012        6,982       28,491      4,762       4,732       28,491
12       17,959         6,828        6,798       28,491      3,754       3,724       28,491
13       18,856         6,648        6,618       28,491      2,534       2,504       28,491
14       19,799         6,473        6,443       28,491      1,054       1,024       28,491
15       20,789         6,301        6,271       28,491         --          --           --
16       21,829         6,133        6,103       28,491         --          --           --
17       22,920         5,969        5,939       28,491         --          --           --
18       24,066         5,808        5,778       28,491         --          --           --
19       25,270         5,651        5,621       28,491         --          --           --
20       26,533         5,497        5,467       28,491         --          --           --
 
25       33,864         4,778        4,748       28,491         --          --           --
35       55,160         3,559        3,529       28,491         --          --           --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            34    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 65 MALE PREFERRED
                         ISSUE AGE 65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.18% NET)
    
 
   
<TABLE>
<CAPTION>
                               CURRENT CHARGES*                      GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------------
OF   ACCUMULATED                      CASH                                    CASH
CONTRACT AT 5% INTEREST   ACCOUNT  SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
YEAR    PER YEAR        VALUE        VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  <C>                <C>           <C>          <C>          <C>           <C>          <C>
- --------------------------------------------------------------------------------------------------
 1       10,500          10,552        9,772        28,491       10,552        9,772        28,491
 2       11,025          11,546       10,766        28,491       11,546       10,766        28,491
 3       11,576          12,617       11,837        28,491       12,617       11,837        28,491
 4       12,155          13,778       13,148        28,491       13,771       13,141        28,491
 5       12,763          15,050       14,420        28,491       15,018       14,388        28,491
 6       13,401          16,442       16,012        28,491       16,367       15,937        28,491
 7       14,071          17,966       17,536        28,491       17,829       17,399        28,491
 8       14,775          19,635       19,405        28,491       19,420       19,190        28,491
 9       15,513          21,461       21,231        28,491       21,161       20,931        28,491
10       16,289          23,460       23,430        28,491       23,078       23,048        28,491
11       17,103          25,697       25,667        28,491       25,250       25,220        28,491
12       17,959          28,196       28,166        30,170       27,696       27,666        29,634
13       18,856          30,937       30,907        33,102       30,387       30,357        32,514
14       19,799          33,946       33,916        35,982       33,342       33,312        35,342
15       20,789          37,230       37,200        39,463       36,567       36,537        38,760
16       21,829          40,838       40,808        42,880       40,110       40,080        42,115
17       22,920          44,773       44,743        47,011       43,974       43,944        46,173
18       24,066          49,057       49,027        51,509       48,181       48,151        50,589
19       25,270          53,750       53,750        56,437       52,752       52,752        55,389
20       26,533          58,928       58,928        61,873       57,745       57,745        60,632
 
25       33,864          93,333       93,333        97,999       89,455       89,455        93,927
35       55,160         234,133      234,133       236,474      215,506      215,506       217,660
- --------------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            35    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 65 MALE PREFERRED
                         ISSUE AGE 65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
    
 
   
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.18% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                    CASH                                 CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER     DEATH      ACCOUNT     SURRENDER     DEATH
YEAR    PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT
  <C>                <C>          <C>         <C>         <C>          <C>         <C>
- --------------------------------------------------------------------------------------------
 1       10,500          9,982       9,204      28,491        9,982       9,204      28,491
 2       11,025         10,327       9,547      28,491       10,327       9,547      28,491
 3       11,576         10,664       9,884      28,491       10,662       9,882      28,491
 4       12,155         11,013      10,383      28,491       10,980      10,350      28,491
 5       12,763         11,374      10,744      28,491       11,278      10,648      28,491
 6       13,401         11,748      11,318      28,491       11,549      11,119      28,491
 7       14,071         12,135      11,705      28,491       11,784      11,354      28,491
 8       14,775         12,536      12,306      28,491       11,972      11,742      28,491
 9       15,513         12,952      12,722      28,491       12,098      11,868      28,491
10       16,289         13,382      13,352      28,491       12,146      12,116      28,491
11       17,103         13,848      13,818      28,491       12,116      12,086      28,491
12       17,959         14,331      14,301      28,491       11,968      11,938      28,491
13       18,856         14,833      14,803      28,491       11,678      11,648      28,491
14       19,799         15,353      15,323      28,491       11,213      11,183      28,491
15       20,789         15,893      15,863      28,491       10,531      10,501      28,491
16       21,829         16,452      16,422      28,491        9,569       9,539      28,491
17       22,920         17,033      17,003      28,491        8,244       8,214      28,491
18       24,066         17,634      17,604      28,491        6,434       6,404      28,491
19       25,270         18,259      18,229      28,491        3,972       3,942      28,491
20       26,533         18,906      18,876      28,491          625         595      28,491
 
25       33,864         22,523      22,493      28,491           --          --          --
35       55,160         32,074      32,044      32,394           --          --          --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            36    - PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      -------------------------------------------------------------------
   
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE 65 MALE PREFERRED
                         ISSUE AGE 65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
    
 
   
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.82% NET)
    
 
   
<TABLE>
<CAPTION>
                              CURRENT CHARGES*                   GUARANTEED CHARGES**
END    PREMIUMS      -----------------------------------------------------------------------
OF   ACCUMULATED                     CASH                                CASH
CONTRACT AT 5% INTEREST  ACCOUNT  SURRENDER      DEATH     ACCOUNT    SURRENDER      DEATH
YEAR    PER YEAR       VALUE        VALUE       BENEFIT     VALUE       VALUE       BENEFIT
  <C>                <C>          <C>          <C>         <C>        <C>          <C>
- --------------------------------------------------------------------------------------------
 1       10,500         9,412        8,677       28,491      9,412       8,677       28,491
 2       11,025         9,177        8,459       28,491      9,177       8,459       28,491
 3       11,576         8,932        8,232       28,491      8,919       8,220       28,491
 4       12,155         8,693        8,142       28,491      8,632       8,084       28,491
 5       12,763         8,460        7,922       28,491      8,309       7,781       28,491
 6       13,401         8,232        7,873       28,491      7,943       7,596       28,491
 7       14,071         8,010        7,659       28,491      7,522       7,191       28,491
 8       14,775         7,792        7,607       28,491      7,029       6,859       28,491
 9       15,513         7,580        7,399       28,491      6,446       6,287       28,491
10       16,289         7,373        7,343       28,491      5,749       5,719       28,491
11       17,103         7,182        7,152       28,491      4,918       4,888       28,491
12       17,959         6,994        6,964       28,491      3,913       3,883       28,491
13       18,856         6,811        6,781       28,491      2,697       2,667       28,491
14       19,799         6,632        6,602       28,491      1,223       1,193       28,491
15       20,789         6,457        6,427       28,491         --          --           --
16       21,829         6,285        6,255       28,491         --          --           --
17       22,920         6,117        6,087       28,491         --          --           --
18       24,066         5,954        5,924       28,491         --          --           --
19       25,270         5,793        5,763       28,491         --          --           --
20       26,533         5,636        5,606       28,491         --          --           --
 
25       33,864         4,903        4,873       28,491         --          --           --
35       55,160         3,659        3,629       28,491         --          --           --
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
     *These values reflect investment results using current cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
    **These values reflect investment results using guaranteed cost of insurance
      rates, administrative fees, and mortality and expense risk rates.
 
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                            37    - PROSPECTUS
<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 statements of assets and liabilities of
Hartford Life Insurance Company Putnam Capital Manager Trust Separate Account
Five (Asia Pacific Growth, Diversified Income, The George Putnam Fund of Boston,
Global Asset Allocation, Global Growth, Growth and Income, Health Sciences, High
Yield, International Growth, International Growth and Income, International New
Opportunities, Investors, Money Market, New Opportunities, New Value, OTC &
Emerging Growth, Research, U.S. Government and High Quality Bond, Utilities
Growth and Income, Vista, and Voyager), (collectively, the Account) as of
December 31, 1998, and the related statements of operations and the statements
of changes in net assets for the periods presented. 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 the Account as of December 31,
1998, and the results of their operations and the changes in their net assets
for the periods presented in conformity with generally accepted accounting
principles.
 
Hartford, Connecticut
February 15, 1999                ARTHUR ANDERSEN LLP
 
                                SA-1  PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY
 
Statements of Assets and Liabilities
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1998                                             Asia         Diversified The George   Global      Global
                                                              Pacific      Income      Putnam Fund  Asset       Growth
                                                              Growth       Sub-Account of Boston    Allocation  Sub-Account
                                                              Sub-Account              Sub-Account  Sub-Account
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>          <C>         <C>
ASSETS
Investments:
- --------------------------------------------------------------------------------------------------------------------------
PUTNAM VT ASIA PACIFIC GROWTH FUND
 Shares 67,687
 Cost $696,405
 .........................................................................................................................
   Market Value:                                                $563,830   $       --  $       --   $       --  $       --
- --------------------------------------------------------------------------------------------------------------------------
PUTNAM VT DIVERSIFIED INCOME FUND
 Shares 176,335
 Cost $1,915,177
 .........................................................................................................................
   Market Value:                                                      --    1,849,752          --           --          --
- --------------------------------------------------------------------------------------------------------------------------
PUTNAM VT THE GEORGE PUTNAM FUND OF BOSTON
 Shares 1,399
 Cost $14,086
 .........................................................................................................................
   Market Value:                                                      --           --      14,379           --          --
- --------------------------------------------------------------------------------------------------------------------------
PUTNAM VT GLOBAL ASSET ALLOCATION FUND
 Shares 100,935
 Cost $1,646,624
 .........................................................................................................................
   Market Value:                                                      --           --          --    1,912,715          --
- --------------------------------------------------------------------------------------------------------------------------
PUTNAM VT GLOBAL GROWTH FUND
 Shares 467,141
 Cost $7,293,679
 .........................................................................................................................
   Market Value:                                                      --           --          --           --   9,473,627
- --------------------------------------------------------------------------------------------------------------------------
PUTNAM VT GROWTH AND INCOME FUND
 Shares 843,598
 Cost $19,296,954
 .........................................................................................................................
   Market Value:                                                      --           --          --           --          --
- --------------------------------------------------------------------------------------------------------------------------
PUTNAM VT HEALTH SCIENCES FUND
 Shares 10,109
 Cost $101,057
 .........................................................................................................................
   Market Value:                                                      --           --          --           --          --
- --------------------------------------------------------------------------------------------------------------------------
Due from Hartford Life Insurance Company                              --           --       9,386           --          73
 .........................................................................................................................
Receivable from fund shares sold                                      --           --          --           --          --
 .........................................................................................................................
Total Assets                                                     563,830    1,849,752      23,765    1,912,715   9,473,700
 .........................................................................................................................
LIABILITIES
Due to Hartford Life Insurance Company                                --           --          --           --          --
 .........................................................................................................................
Payable for fund shares purchased                                     --           --       9,265           --          68
 .........................................................................................................................
TOTAL LIABILITIES                                                     --           --       9,265           --          68
- --------------------------------------------------------------------------------------------------------------------------
NET ASSETS (VARIABLE LIFE CONTRACT LIABILITIES)               $  563,830   $1,849,752  $   14,500   $1,912,715  $9,473,632
- --------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
December 31, 1998                                             Growth       Health
                                                              and Income   Sciences
                                                              Sub-Account  Sub-Account
 
- --------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>
ASSETS
Investments:
- ---------------------------------------------------------------------------------------------------------------
PUTNAM VT ASIA PACIFIC GROWTH FUND
 Shares 67,687
 Cost $696,405
 ...........................................................
   Market Value:                                              $        --  $       --
- --------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT DIVERSIFIED INCOME FUND
 Shares 176,335
 Cost $1,915,177
 ...........................................................
   Market Value:                                                       --          --
- --------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT THE GEORGE PUTNAM FUND OF BOSTON
 Shares 1,399
 Cost $14,086
 ...........................................................
   Market Value:                                                       --          --
- --------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT GLOBAL ASSET ALLOCATION FUND
 Shares 100,935
 Cost $1,646,624
 ...........................................................
   Market Value:                                                       --          --
- --------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT GLOBAL GROWTH FUND
 Shares 467,141
 Cost $7,293,679
 ...........................................................
   Market Value:                                                       --          --
- --------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT GROWTH AND INCOME FUND
 Shares 843,598
 Cost $19,296,954
 ...........................................................
   Market Value:                                               24,270,325          --
- --------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT HEALTH SCIENCES FUND
 Shares 10,109
 Cost $101,057
 ...........................................................
   Market Value:                                                       --     110,591
- --------------------------------------------------------------------------------------------------------------------------
 
Due from Hartford Life Insurance Company                           14,271          --
 ...........................................................
Receivable from fund shares sold                                       --          --
 ...........................................................
Total Assets                                                   24,284,596     110,591
 ...........................................................
LIABILITIES
Due to Hartford Life Insurance Company                                 --          --
 ...........................................................
Payable for fund shares purchased                                  14,270          --
 ...........................................................
TOTAL LIABILITIES                                                  14,270          --
- --------------------------------------------------------------------------------------------------------------------------
 
NET ASSETS (VARIABLE LIFE CONTRACT LIABILITIES)               $24,270,326  $  110,591
- --------------------------------------------------------------------------------------------------------------------------
 
</TABLE>
 
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                  SA-2  PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY
 
Statements of Assets and Liabilities (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1998                                              High Yield  International International International Investors
                                                               Sub-Account Growth       Growth and   New          Sub-Account
                                                                           Sub-Account  Income       Opportunities
                                                                                        Sub-Account  Sub-Account
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>         <C>          <C>          <C>          <C>
ASSETS
Investments:
- -----------------------------------------------------------------------------------------------------------------------------
PUTNAM VT HIGH YIELD FUND
 Shares 406,011
 Cost $5,021,064
 ............................................................................................................................
   Market Value:                                               $4,750,334   $      --    $      --    $      --    $      --
- -----------------------------------------------------------------------------------------------------------------------------
PUTNAM VT INTERNATIONAL GROWTH FUND
 Shares 43,814
 Cost $509,728
 ............................................................................................................................
   Market Value:                                                       --     592,360           --           --           --
- -----------------------------------------------------------------------------------------------------------------------------
PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND
 Shares 21,432
 Cost $255,402
 ............................................................................................................................
   Market Value:                                                       --          --      262,325           --           --
- -----------------------------------------------------------------------------------------------------------------------------
PUTNAM VT INTERNATIONAL NEW OPPORTUNITIES FUND
 Shares 23,649
 Cost $254,155
 ............................................................................................................................
   Market Value:                                                       --          --           --      271,731           --
- -----------------------------------------------------------------------------------------------------------------------------
PUTNAM VT INVESTORS FUND
 Shares 70,968
 Cost $691,202
 ............................................................................................................................
   Market Value:                                                       --          --           --           --      826,773
- -----------------------------------------------------------------------------------------------------------------------------
PUTNAM VT MONEY MARKET FUND
 Shares 3,953,788
 Cost $3,953,788
 ............................................................................................................................
   Market Value:                                                       --          --           --           --           --
- -----------------------------------------------------------------------------------------------------------------------------
PUTNAM VT NEW OPPORTUNITIES FUND
 Shares 503,756
 Cost $8,189,436
 ............................................................................................................................
   Market Value:                                                       --          --           --           --           --
- -----------------------------------------------------------------------------------------------------------------------------
Due from Hartford Life Insurance Company                               --          --           --           --        2,628
 ............................................................................................................................
Receivable from fund shares sold                                       --          --           --           --           --
 ............................................................................................................................
Total Assets                                                    4,750,334     592,360      262,325      271,731      829,401
 ............................................................................................................................
LIABILITIES
Due to Hartford Life Insurance Company                                 --          --           --           --           --
 ............................................................................................................................
Payable for fund shares purchased                                      --          --           --           --        2,628
 ............................................................................................................................
TOTAL LIABILITIES                                                      --          --           --           --        2,628
- -----------------------------------------------------------------------------------------------------------------------------
NET ASSETS (VARIABLE LIFE CONTRACT LIABILITIES)                $4,750,334   $ 592,360    $ 262,325    $ 271,731    $ 826,773
- -----------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
December 31, 1998                                              Money       New
                                                               Market      Opportunities
                                                               Sub-Account Sub-Account
 
- -----------------------------------------------------------------------------------------------------------------------------
 
<S>                                                            <C>         <C>
ASSETS
Investments:
- -----------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT HIGH YIELD FUND
 Shares 406,011
 Cost $5,021,064
 ............................................................
   Market Value:                                               $       --  $        --
- -----------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT INTERNATIONAL GROWTH FUND
 Shares 43,814
 Cost $509,728
 ............................................................
   Market Value:                                                       --           --
- -----------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND
 Shares 21,432
 Cost $255,402
 ............................................................
   Market Value:                                                       --           --
- -----------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT INTERNATIONAL NEW OPPORTUNITIES FUND
 Shares 23,649
 Cost $254,155
 ............................................................
   Market Value:                                                       --           --
- -----------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT INVESTORS FUND
 Shares 70,968
 Cost $691,202
 ............................................................
   Market Value:                                                       --           --
- -----------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT MONEY MARKET FUND
 Shares 3,953,788
 Cost $3,953,788
 ............................................................
   Market Value:                                                3,953,788           --
- -----------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT NEW OPPORTUNITIES FUND
 Shares 503,756
 Cost $8,189,436
 ............................................................
   Market Value:                                                       --   13,127,885
- -----------------------------------------------------------------------------------------------------------------------------
 
Due from Hartford Life Insurance Company                               --           75
 ............................................................
Receivable from fund shares sold                                    2,483           --
 ............................................................
Total Assets                                                    3,956,271   13,127,960
 ............................................................
LIABILITIES
Due to Hartford Life Insurance Company                              2,465           --
 ............................................................
Payable for fund shares purchased                                      --           68
 ............................................................
TOTAL LIABILITIES                                                   2,465           68
- -----------------------------------------------------------------------------------------------------------------------------
 
NET ASSETS (VARIABLE LIFE CONTRACT LIABILITIES)                $3,953,806  $13,127,892
- -----------------------------------------------------------------------------------------------------------------------------
 
</TABLE>
 
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                  SA-3  PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY
 
Statements of Assets and Liabilities (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1998                                          New          OTC &        Research     U.S.            Utilities
                                                           Value        Emerging     Sub-Account  Government      Growth
                                                           Sub-Account  Growth                    and High        and Income
                                                                        Sub-Account               Quality Bond    Sub-Account
                                                                                                  Sub-Account
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>          <C>          <C>          <C>             <C>
ASSETS
Investments:
- ----------------------------------------------------------------------------------------------------------------------------
PUTNAM VT NEW VALUE FUND
 Shares 21,278
 Cost $235,938
 ...........................................................................................................................
   Market Value:                                            $ 255,974    $      --    $      --     $       --    $       --
- ----------------------------------------------------------------------------------------------------------------------------
PUTNAM VT OTC & EMERGING GROWTH FUND
 Shares 906
 Cost $7,908
 ...........................................................................................................................
   Market Value:                                                   --        9,140           --             --            --
- ----------------------------------------------------------------------------------------------------------------------------
PUTNAM VT RESEARCH FUND
 Shares 1,480
 Cost $16,075
 ...........................................................................................................................
   Market Value:                                                   --           --       17,660             --            --
- ----------------------------------------------------------------------------------------------------------------------------
PUTNAM VT U.S. GOVERNMENT AND HIGH QUALITY BOND FUND
 Shares 132,026
 Cost $1,739,970
 ...........................................................................................................................
   Market Value:                                                   --           --           --      1,812,711            --
- ----------------------------------------------------------------------------------------------------------------------------
PUTNAM VT UTILITIES GROWTH & INCOME FUND
 Shares 133,117
 Cost $1,832,694
 ...........................................................................................................................
   Market Value:                                                   --           --           --             --     2,421,391
- ----------------------------------------------------------------------------------------------------------------------------
PUTNAM VT VISTA FUND
 Shares 24,513
 Cost $291,664
 ...........................................................................................................................
   Market Value:                                                   --           --           --             --            --
- ----------------------------------------------------------------------------------------------------------------------------
PUTNAM VT VOYAGER FUND
 Shares 359,357
 Cost $11,274,718
 ...........................................................................................................................
   Market Value:                                                   --           --           --             --            --
- ----------------------------------------------------------------------------------------------------------------------------
Due from Hartford Life Insurance Company                           --           --           --             --            --
 ...........................................................................................................................
Receivable from fund shares sold                                   --           --           --             --            --
 ...........................................................................................................................
Total Assets                                                  255,974        9,140       17,660      1,812,711     2,421,391
 ...........................................................................................................................
LIABILITIES
Due to Hartford Life Insurance Company                             --           --           --             --            --
 ...........................................................................................................................
Payable for fund shares purchased                                  --           --           --             --            --
 ...........................................................................................................................
TOTAL LIABILITIES                                                  --           --           --             --            --
- ----------------------------------------------------------------------------------------------------------------------------
NET ASSETS (VARIABLE LIFE CONTRACT LIABILITIES)             $ 255,974    $   9,140    $  17,660     $1,812,711    $2,421,391
- ----------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
December 31, 1998                                          Vista        Voyager
                                                           Sub-Account  Sub-Account
 
- ----------------------------------------------------------------------------------------------------------------------------
 
<S>                                                        <C>          <C>
ASSETS
Investments:
- ----------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT NEW VALUE FUND
 Shares 21,278
 Cost $235,938
 ........................................................
   Market Value:                                            $      --   $        --
- ----------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT OTC & EMERGING GROWTH FUND
 Shares 906
 Cost $7,908
 ........................................................
   Market Value:                                                   --            --
- ----------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT RESEARCH FUND
 Shares 1,480
 Cost $16,075
 ........................................................
   Market Value:                                                   --            --
- ----------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT U.S. GOVERNMENT AND HIGH QUALITY BOND FUND
 Shares 132,026
 Cost $1,739,970
 ........................................................
   Market Value:                                                   --            --
- ----------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT UTILITIES GROWTH & INCOME FUND
 Shares 133,117
 Cost $1,832,694
 ........................................................
   Market Value:                                                   --            --
- ----------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT VISTA FUND
 Shares 24,513
 Cost $291,664
 ........................................................
   Market Value:                                              360,831            --
- ----------------------------------------------------------------------------------------------------------------------------
 
PUTNAM VT VOYAGER FUND
 Shares 359,357
 Cost $11,274,718
 ........................................................
   Market Value:                                                   --    16,476,508
- ----------------------------------------------------------------------------------------------------------------------------
 
Due from Hartford Life Insurance Company                           --            74
 ........................................................
Receivable from fund shares sold                                   --            --
 ........................................................
Total Assets                                                  360,831    16,476,582
 ........................................................
LIABILITIES
Due to Hartford Life Insurance Company                             --            --
 ........................................................
Payable for fund shares purchased                                  --            68
 ........................................................
TOTAL LIABILITIES                                                  --            68
- ----------------------------------------------------------------------------------------------------------------------------
 
NET ASSETS (VARIABLE LIFE CONTRACT LIABILITIES)             $ 360,831   $16,476,514
- ----------------------------------------------------------------------------------------------------------------------------
 
</TABLE>
 
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                  SA-4  PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY
 
Statements of Assets and Liabilities (continued)
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
 December 31, 1998                             Units       Unit        Contract
                                               Owned by    Price       Liability
                                               Participants
 <S>                                           <C>         <C>         <C>
 ---------------------------------------------------------------------------------
 Variable life contracts:
  Asia Pacific Growth Fund                         62,626  $ 9.003084  $  563,830
  ................................................................................
  Diversified Income Fund                         134,053   13.798650   1,849,752
  ................................................................................
  George Putnam Fund                                1,403   10.338503      14,500
  ................................................................................
  Global Asset Allocation Fund                     97,567   19.604138   1,912,715
  ................................................................................
  Global Growth Fund                              467,015   20.285477   9,473,632
  ................................................................................
  Growth and Income Fund                        1,023,024   23.724100  24,270,326
  ................................................................................
  Health Sciences Fund                             10,099   10.950541     110,591
  ................................................................................
  High Yield Fund                                 330,628   14.367617   4,750,334
  ................................................................................
  International Growth Fund                        42,973   13.784342     592,360
  ................................................................................
  International Growth and Income Fund             19,742   13.287617     262,325
  ................................................................................
  International New Opportunities Fund             23,536   11.545331     271,731
  ................................................................................
  Investors Fund                                   71,650   11.539064     826,773
  ................................................................................
  Money Market Fund                             3,224,735    1.226087   3,953,806
  ................................................................................
  New Opportunities Fund                          533,884   24.589388  13,127,892
  ................................................................................
  New Value Fund                                   20,485   12.495592     255,974
  ................................................................................
  OTC & Emerging Fund                                 907   10.074314       9,140
  ................................................................................
  Research Fund                                     1,408   12.540201      17,660
  ................................................................................
  U.S. Government and High Quality Bond Fund      124,856   14.518456   1,812,711
  ................................................................................
  Utilities Growth and Income Fund                109,222   22.169452   2,421,391
  ................................................................................
  Vista Fund                                       24,511   14.721186     360,831
  ................................................................................
  Voyager Fund                                    654,796   25.162820  16,476,514
  ................................................................................
 GRAND TOTAL:                                                          $83,334,788
 ---------------------------------------------------------------------------------
</TABLE>
 
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                  SA-5  PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY
 
Statements of Operations
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 For the Year Ended                 Asia Pacific   Diversified   The George     Global Asset
 December 31, 1998                  Growth         Income        Putnam Fund    Allocation
                                    Sub-Account    Sub-Account   of Boston      Sub-Account
                                                                 Sub-Account*
 ----------------------------------------------------------------------------------------------------
 <S>                                <C>            <C>           <C>            <C>
 INVESTMENT INCOME:
  Dividends                           $ 32,285       $ 70,490        $ 43         $ 41,230
  ...................................................................................................
  Capital gains income                      --         29,940          --          177,098
  ...................................................................................................
 NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
  ...................................................................................................
  Net realized gain (loss) on
    security transactions              (41,207)         1,671           1           (1,329)
  ...................................................................................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                  (39,426)      (131,240)        293           20,104
  ...................................................................................................
  Net gain (loss) on investments       (80,633)      (129,569)        294           18,775
 ----------------------------------------------------------------------------------------------------
 NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM
   OPERATIONS                         $(48,348)      $(29,139)       $337         $237,103
 ----------------------------------------------------------------------------------------------------
 
<CAPTION>
 For the Year Ended                 Global        Growth        Health
 December 31, 1998                  Growth        and Income    Sciences
                                    Sub-Account   Sub-Account   Sub-Account*
 
 ---------------------------------------------------------------------------------------
 <S>                                <C>           <C>           <C>
 INVESTMENT INCOME:
  Dividends                         $   214,168   $   360,949      $   97
  ................................
  Capital gains income                1,070,840     2,356,273          --
  ................................
 NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
  ................................
  Net realized gain (loss) on
    security transactions                (1,364)      (18,503)     (8,309)
  ................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                   920,126       488,209       9,534
  ................................
  Net gain (loss) on investments        918,762       469,706       1,225
 ----------------------------------------------------------------------------------------------------
 NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM
   OPERATIONS                       $ 2,203,770   $ 3,186,928      $1,322
 ----------------------------------------------------------------------------------------------------
</TABLE>
 
*From inception, April 30, 1998, to December 31, 1998.
 
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                  SA-6  PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY
 
Statements of Operations (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 For the Year Ended                 High Yield     International International International
 December 31, 1998                  Sub-Account    Growth        Growth and    New
                                                   Sub-Account   Income        Opportunities
                                                                 Sub-Account   Sub-Account
 -----------------------------------------------------------------------------------------
 <S>                                <C>            <C>           <C>           <C>
 INVESTMENT INCOME:
  Dividends                          $ 364,870       $ 1,961       $  3,220      $   439
  ........................................................................................
  Capital gains income                  57,254            --          8,262           --
  ........................................................................................
 NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
  ........................................................................................
  Net realized gain (loss) on
    security transactions              (37,700)       (2,248)       (13,163)      (2,535)
  ........................................................................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                 (723,080)       78,151          9,351       30,988
  ........................................................................................
  Net gain (loss) on investments      (760,780)       75,903         (3,812)      28,453
 -----------------------------------------------------------------------------------------
 NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM
   OPERATIONS:                       $(338,656)      $77,864       $  7,670      $28,892
 -----------------------------------------------------------------------------------------
 
<CAPTION>
 For the Year Ended                 Investors     Money         New
 December 31, 1998                  Sub-Account*  Market        Opportunities
                                                  Sub-Account   Sub-Account
 
 -----------------------------------------------------------------------------------------
 <S>                                <C>           <C>           <C>
 INVESTMENT INCOME:
  Dividends                           $  1,060      $187,481     $       --
  ................................
  Capital gains income                      --            --        159,622
  ................................
 NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
  ................................
  Net realized gain (loss) on
    security transactions                 (937)           --        (29,156)
  ................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                  135,571            --      2,419,602
  ................................
  Net gain (loss) on investments       134,634            --      2,390,446
 -----------------------------------------------------------------------------------------
 NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM
   OPERATIONS:                        $135,694      $187,481     $2,550,068
 -----------------------------------------------------------------------------------------
</TABLE>
 
*From inception, April 30, 1998, to December 31, 1998.
 
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                  SA-7  PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY
 
Statements of Operations (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 For the Year Ended                 New            OTC &          Research      U.S. Government
 December 31, 1998                  Value          Emerging       Sub-Account** and High
                                    Sub-Account    Growth                       Quality Bond
                                                   Sub-Account*                 Sub-Account
 ----------------------------------------------------------------------------------------------
 <S>                                <C>            <C>            <C>           <C>
 INVESTMENT INCOME:
  Dividends                           $ 5,037         $    4         $   28         $ 80,167
  .............................................................................................
  Capital gains income                  5,627             --              1            2,087
  .............................................................................................
 NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
  .............................................................................................
  Net realized gain (loss) on
    security transactions                 515              1              1            2,683
  .............................................................................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                   5,488          1,232          1,585           36,983
  .............................................................................................
  Net gain (loss) on investments        6,003          1,233          1,586           39,666
 ----------------------------------------------------------------------------------------------
 NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM
   OPERATIONS:                        $16,667         $1,237         $1,615         $121,920
 ----------------------------------------------------------------------------------------------
 
<CAPTION>
 For the Year Ended                 Utilities     Vista          Voyager
 December 31, 1998                  Growth        Sub-Account    Sub-Account
                                    and Income
                                    Sub-Account
 ----------------------------------------------------------------------------------------------
 <S>                                <C>           <C>            <C>
 INVESTMENT INCOME:
  Dividends                           $ 61,115      $    --      $    33,492
  ................................
  Capital gains income                 105,334           --          817,198
  ................................
 NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
  ................................
  Net realized gain (loss) on
    security transactions                  551       (4,666)         (39,065)
  ................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                  134,073       48,979        2,366,551
  ................................
  Net gain (loss) on investments       134,624       44,313        2,327,486
 ----------------------------------------------------------------------------------------------
 NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM
   OPERATIONS:                        $301,073      $44,313      $ 3,178,176
 ----------------------------------------------------------------------------------------------
</TABLE>
 
 *From inception, April 30, 1998, to December 31, 1998.
**From inception, October 1, 1998, to December 31, 1998.
 
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                  SA-8  PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY
 
Statements of Changes in Net Assets
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 For the Year Ended                 Asia Pacific   Diversified   The George     Global
 December 31, 1998                  Growth         Income        Putnam Fund    Asset
                                    Sub-Account    Sub-Account   of Boston      Allocation
                                                                 Sub-Account*   Sub-Account
 ------------------------------------------------------------------------------------------
 <S>                                <C>            <C>           <C>            <C>
 OPERATIONS:
  Net investment income (loss)        $  32,285    $    70,490      $    43     $    41,230
  .........................................................................................
  Capital gains income                       --         29,940           --         177,098
  .........................................................................................
  Net realized gain (loss) on
    security transactions               (41,207)         1,671            1          (1,329)
  .........................................................................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                   (39,426)      (131,240)         293          20,104
  .........................................................................................
  Net increase (decrease) in net
    assets resulting from
    operations                          (48,348)       (29,139)         337         237,103
  .........................................................................................
 UNIT TRANSACTIONS:
  Purchases                                  --             --        1,000              --
  .........................................................................................
  Net transfers                         (26,828)       328,011        3,811         (36,615)
  .........................................................................................
  Surrenders                            (92,345)       (54,287)          96         (33,858)
  .........................................................................................
  Net loan activity                      (4,990)           442        9,265          (1,979)
  .........................................................................................
  Cost of insurance                      (4,390)       (12,619)          (9)        (12,944)
  .........................................................................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                       (128,553)       261,547       14,163         (85,396)
  .........................................................................................
  Total increase (decrease) in net
    assets                             (176,901)       232,408       14,500         151,707
  .........................................................................................
 NET ASSETS:
  Beginning of period                   740,731      1,617,344           --       1,761,008
 ------------------------------------------------------------------------------------------
  END OF PERIOD                       $ 563,830    $ 1,849,752      $14,500     $ 1,912,715
 ------------------------------------------------------------------------------------------
 
<CAPTION>
 For the Year Ended                 Global        Growth         Health
 December 31, 1998                  Growth        and Income     Sciences
                                    Sub-Account   Sub-Account    Sub-Account*
 
 -----------------------------------------------------------------------------------------
 <S>                                <C>           <C>            <C>
 OPERATIONS:
  Net investment income (loss)      $   214,168   $    360,949     $     97
  ................................
  Capital gains income                1,070,840      2,356,273           --
  ................................
  Net realized gain (loss) on
    security transactions                (1,364)       (18,503)      (8,309)
  ................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                   920,126        488,209        9,534
  ................................
  Net increase (decrease) in net
    assets resulting from
    operations                        2,203,770      3,186,928        1,322
  ................................
 UNIT TRANSACTIONS:
  Purchases                                  68             68        1,000
  ................................
  Net transfers                          54,962      2,023,631      109,086
  ................................
  Surrenders                           (301,472)    (1,114,383)        (590)
  ................................
  Net loan activity                     (15,579)        38,426           --
  ................................
  Cost of insurance                     (55,333)      (138,157)        (227)
  ................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                       (317,354)       809,585      109,269
  ................................
  Total increase (decrease) in net
    assets                            1,886,416      3,996,513      110,591
  ................................
 NET ASSETS:
  Beginning of period                 7,587,216     20,273,813           --
 ------------------------------------------------------------------------------------------
  END OF PERIOD                     $ 9,473,632   $ 24,270,326     $110,591
 ------------------------------------------------------------------------------------------
</TABLE>
 
*From inception, April 30, 1998, to December 31, 1998.
 
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                  SA-9  PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY
 
Statements of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 For the Year Ended                 High Yield     International International  International
 December 31, 1998                  Sub-Account    Growth        Growth         New
                                                   Sub-Account*  and Income     Opportunities
                                                                 Sub-Account    Sub-Account
 --------------------------------------------------------------------------------------------
 <S>                                <C>            <C>           <C>            <C>
 OPERATIONS:
  Net investment income (loss)       $   364,870     $  1,961      $  3,220       $    439
  ...........................................................................................
  Capital gains income                    57,254           --         8,262             --
  ...........................................................................................
  Net realized gain (loss) on
    security transactions                (37,700)      (2,248)      (13,163)        (2,535)
  ...........................................................................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                   (723,080)      78,151         9,351         30,988
  ...........................................................................................
  Net increase (decrease) in net
    assets resulting from
    operations                          (338,656)      77,864         7,670         28,892
  ...........................................................................................
 UNIT TRANSACTIONS:
  Purchases                                   --           --            --             --
  ...........................................................................................
  Net transfers                          904,461      376,363        95,761         56,466
  ...........................................................................................
  Surrenders                            (153,503)      (4,974)       (5,988)        (6,199)
  ...........................................................................................
  Net loan activity                      (28,064)        (764)         (886)        (2,292)
  ...........................................................................................
  Cost of insurance                      (32,618)      (2,123)       (1,476)        (1,692)
  ...........................................................................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                         690,276      368,502        87,411         46,283
  ...........................................................................................
  Total increase (decrease) in net
    assets                               351,620      446,366        95,081         75,175
  ...........................................................................................
 NET ASSETS:
  Beginning of period                  4,398,714      145,994       167,244        196,556
 --------------------------------------------------------------------------------------------
  END OF PERIOD                      $ 4,750,334     $592,360      $262,325       $271,731
 --------------------------------------------------------------------------------------------
 
<CAPTION>
 For the Year Ended                 Investors      Money          New
 December 31, 1998                  Sub-Account*   Market         Opportunities
                                                   Sub-Account    Sub-Account
 
 --------------------------------------------------------------------------------------------
 <S>                                <C>            <C>            <C>
 OPERATIONS:
  Net investment income (loss)        $  1,060      $   187,481   $         --
  ................................
  Capital gains income                      --               --        159,622
  ................................
  Net realized gain (loss) on
    security transactions                 (937)              --        (29,156)
  ................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                  135,571               --      2,419,602
  ................................
  Net increase (decrease) in net
    assets resulting from
    operations                         135,694          187,481      2,550,068
  ................................
 UNIT TRANSACTIONS:
  Purchases                              1,000        7,126,691             68
  ................................
  Net transfers                        694,266       (6,976,297)       704,490
  ................................
  Surrenders                            (3,048)         (92,978)      (508,652)
  ................................
  Net loan activity                         --         (144,914)       (12,156)
  ................................
  Cost of insurance                     (1,139)         (28,775)       (74,421)
  ................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                       691,079         (116,273)       109,329
  ................................
  Total increase (decrease) in net
    assets                             826,773           71,208      2,659,397
  ................................
 NET ASSETS:
  Beginning of period                       --        3,882,598     10,468,495
 --------------------------------------------------------------------------------------------
  END OF PERIOD                       $826,773      $ 3,953,806   $ 13,127,892
 --------------------------------------------------------------------------------------------
</TABLE>
 
*From inception, April 30, 1998, to December 31, 1998.
 
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                 SA-10  PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY
 
Statements of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 For the Year Ended                 New            OTC &          Research        U.S. Government
 December 31, 1998                  Value          Emerging       Sub-Account**   and High
                                    Sub-Account    Growth                         Quality Bond
                                                   Sub-Account*                   Sub-Account
 ------------------------------------------------------------------------------------------------
 <S>                                <C>            <C>            <C>             <C>
 OPERATIONS:
  Net investment income (loss)        $   5,037       $    4         $    28        $   80,167
  ...............................................................................................
  Capital gains income                    5,627           --               1             2,087
  ...............................................................................................
  Net realized gain (loss) on
    security transactions                   515            1               1             2,683
  ...............................................................................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                     5,488        1,232           1,585            36,983
  ...............................................................................................
  Net increase (decrease) in net
    assets resulting from
    operations                           16,667        1,237           1,615           121,920
  ...............................................................................................
 UNIT TRANSACTIONS:
  Purchases                                  --        1,000           1,000                --
  ...............................................................................................
  Net transfers                         (40,034)       6,935          15,104           252,563
  ...............................................................................................
  Surrenders                            (10,026)         (22)            (42)          (52,978)
  ...............................................................................................
  Net loan activity                         222           --             (17)            2,786
  ...............................................................................................
  Cost of insurance                      (1,702)         (10)             --           (11,466)
  ...............................................................................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                        (51,540)       7,903          16,045           190,905
  ...............................................................................................
  Total increase (decrease) in net
    assets                              (34,873)       9,140          17,660           312,825
  ...............................................................................................
 NET ASSETS:
  Beginning of period                   290,847           --              --         1,499,886
 ------------------------------------------------------------------------------------------------
  END OF PERIOD                       $ 255,974       $9,140         $17,660        $1,812,711
 ------------------------------------------------------------------------------------------------
 
<CAPTION>
 For the Year Ended                 Utilities     Vista         Voyager
 December 31, 1998                  Growth        Sub-Account   Sub-Account
                                    and Income
                                    Sub-Account
 ------------------------------------------------------------------------------------------------
 <S>                                <C>           <C>           <C>
 OPERATIONS:
  Net investment income (loss)      $    61,115    $     --     $     33,492
  ................................
  Capital gains income                  105,334          --          817,198
  ................................
  Net realized gain (loss) on
    security transactions                   551      (4,666)         (39,065)
  ................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                   134,073      48,979        2,366,551
  ................................
  Net increase (decrease) in net
    assets resulting from
    operations                          301,073      44,313        3,178,176
  ................................
 UNIT TRANSACTIONS:
  Purchases                                  --          --               68
  ................................
  Net transfers                         227,820     140,107        1,085,936
  ................................
  Surrenders                            (76,662)     (4,900)        (619,410)
  ................................
  Net loan activity                       6,862          --          (12,339)
  ................................
  Cost of insurance                     (15,317)     (1,419)         (92,192)
  ................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                        142,703     133,788          362,063
  ................................
  Total increase (decrease) in net
    assets                              443,776     178,101        3,540,239
  ................................
 NET ASSETS:
  Beginning of period                 1,977,615     182,730       12,936,275
 ------------------------------------------------------------------------------------------------
  END OF PERIOD                     $ 2,421,391    $360,831     $ 16,476,514
 ------------------------------------------------------------------------------------------------
</TABLE>
 
 *From inception, April 30, 1998, to December 31, 1998.
**From inception, October 1, 1998, to December 31, 1998.
 
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                 SA-11  PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY
 
Statements of Changes in Net Assets
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 For the Year Ended                 Asia          Diversified   Global        Global
 December 31, 1997                  Pacific       Income        Asset         Growth
                                    Growth        Sub-Account   Allocation    Sub-Account
                                    Sub-Account                 Sub-Account
 ----------------------------------------------------------------------------------------
 <S>                                <C>           <C>           <C>           <C>
 OPERATIONS:
  Net investment income (loss)        $ 18,881    $    62,554   $    45,684   $   155,488
  .......................................................................................
  Capital gains income                      --          9,861        78,086       167,244
  .......................................................................................
  Net realized gain (loss) on
    security transactions               (4,716)           208           985        (6,243)
  .......................................................................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                 (145,844)        21,960       137,965       601,162
  .......................................................................................
  Net increase (decrease) in net
    assets resulting from
    operations                        (131,679)        94,583       262,720       917,651
  .......................................................................................
 UNIT TRANSACTIONS:
  Purchases                                 --             --            --            --
  .......................................................................................
  Net transfers                         (5,780)       499,003       345,410       880,302
  .......................................................................................
  Surrenders                           (17,461)       (27,995)      (30,466)     (273,522)
  .......................................................................................
  Net loan activity                     (7,128)        (1,526)      (21,786)      (43,107)
  .......................................................................................
  Cost of insurance                     (6,464)        (9,419)      (10,616)      (49,753)
  .......................................................................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                       (36,833)       460,063       282,542       513,920
  .......................................................................................
  Total increase (decrease) in net
    assets                            (168,512)       554,646       545,262     1,431,571
  .......................................................................................
 NET ASSETS:
  Beginning of period                  909,242      1,062,698     1,215,746     6,155,645
 ----------------------------------------------------------------------------------------
  END OF PERIOD                       $740,730    $ 1,617,344   $ 1,761,008   $ 7,587,216
 ----------------------------------------------------------------------------------------
 
<CAPTION>
 For the Year Ended                 Growth         High Yield    International International
 December 31, 1997                  and Income     Sub-Account   Growth        Growth
                                    Sub-Account                  Sub-Account*  and Income
                                                                               Sub-Account*
 ----------------------------------------------------------------------------------------
 <S>                                <C>            <C>           <C>           <C>
 OPERATIONS:
  Net investment income (loss)      $    314,190   $   246,290     $  2,245      $  4,968
  ................................
  Capital gains income                   764,750        28,559           --            --
  ................................
  Net realized gain (loss) on
    security transactions                (11,346)        2,554         (952)          261
  ................................
  Net unrealized appreciation
    (depreciation) of investments
    during the period                  2,573,528       241,895        4,480        (2,427)
  ................................
  Net increase (decrease) in net
    assets resulting from
    operations                         3,641,122       519,298        5,773         2,802
  ................................
 UNIT TRANSACTIONS:
  Purchases                                   --            --        1,000         1,000
  ................................
  Net transfers                        3,372,228       738,928      141,118       164,247
  ................................
  Surrenders                            (399,306)     (149,096)      (1,312)         (664)
  ................................
  Net loan activity                      (95,139)       16,923           --            --
  ................................
  Cost of insurance                     (114,975)      (26,321)        (585)         (141)
  ................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                       2,762,808       580,434      140,221       164,442
  ................................
  Total increase (decrease) in net
    assets                             6,403,930     1,099,732      145,994       167,244
  ................................
 NET ASSETS:
  Beginning of period                 13,869,884     3,298,982           --            --
 ----------------------------------------------------------------------------------------
  END OF PERIOD                     $ 20,273,814   $ 4,398,714     $145,994      $167,244
 ----------------------------------------------------------------------------------------
</TABLE>
 
*From inception, January 2, 1997 to December 31, 1997.
 
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                 SA-12  PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY
 
Statements of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 For the Year Ended                 International  Money          New            New
 December 31, 1997                  New            Market         Opportunities  Value
                                    Opportunities  Sub-Account    Sub-Account    Sub-Account*
                                    Sub-Account*
 --------------------------------------------------------------------------------------------
 <S>                                <C>            <C>            <C>            <C>
 OPERATIONS:
  Net investment income (loss)        $    571     $    187,676   $         --     $     --
  ...........................................................................................
  Capital gains income                      --               --             --           --
  ...........................................................................................
  Net realized gain (loss) on
    security transactions                 (583)              --         (5,661)      (2,943)
  Net unrealized appreciation
    (depreciation) of investments
    during the period                  (13,413)              --      1,909,685       14,548
  ...........................................................................................
  Net increase (decrease) in net
    assets resulting from
    operations                         (13,425)         187,676      1,904,024       11,605
  ...........................................................................................
 UNIT TRANSACTIONS:
  Purchases                              1,000        9,479,089             --        1,000
  ...........................................................................................
  Net transfers                        211,827       (9,663,164)     1,158,747      287,299
  ...........................................................................................
  Surrenders                            (2,118)        (119,388)      (294,057)      (8,127)
  ...........................................................................................
  Net loan activity                         (1)        (193,526)       (72,749)          --
  ...........................................................................................
  Cost of insurance                       (727)         (31,033)       (60,495)        (930)
  ...........................................................................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                       209,981         (528,022)       731,446      279,242
  ...........................................................................................
  Total increase (decrease) in net
    assets                             196,556         (340,346)     2,635,470      290,847
  ...........................................................................................
 NET ASSETS:
  Beginning of period                       --        4,222,944      7,833,025           --
 --------------------------------------------------------------------------------------------
  END OF PERIOD                       $196,556     $  3,882,598   $ 10,468,495     $290,847
 --------------------------------------------------------------------------------------------
 
<CAPTION>
 For the Year Ended                 U.S. Government   Utilities     Vista          Voyager
 December 31, 1997                  and High          Growth        Sub-Account*   Sub-Account
                                    Quality Bond      and Income
                                    Sub-Account       Sub-Account
 --------------------------------------------------------------------------------------------
 <S>                                <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                   1,430           4,906       (6,610)           1,878
  Net unrealized appreciation
    (depreciation) of investments
    during the period                      25,565         280,202       20,188        2,144,618
  ................................
  Net increase (decrease) in net
    assets resulting from
    operations                            110,058         419,162       13,593        2,604,847
  ................................
 UNIT TRANSACTIONS:
  Purchases                                    --              --        1,000               --
  ................................
  Net transfers                           135,429         126,503      170,550        1,437,360
  ................................
  Surrenders                              (24,042)        (29,456)      (1,924)        (346,502)
  ................................
  Net loan activity                        (1,568)        (10,900)          --          (87,887)
  ................................
  Cost of insurance                        (9,754)        (12,352)        (489)         (73,765)
  ................................
  Net increase (decrease) in net
    assets resulting from unit
    transactions                          100,065          73,795      169,137          929,206
  ................................
  Total increase (decrease) in net
    assets                                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                        $1,499,887     $ 1,977,616     $182,730     $ 12,936,276
 --------------------------------------------------------------------------------------------
</TABLE>
 
*From inception, January 2, 1997 to December 31, 1997.
 
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                 SA-13  PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT FIVE -- HARTFORD LIFE INSURANCE
COMPANY
Notes to Financial Statements
December 31, 1998
 
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 is
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, 1998.
 
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:
 
A) COST OF INSURANCE -- In accordance with terms of the contracts, the Company
makes deductions for costs of insurance to cover the Company's anticipated
mortality costs. Because a policy's account value and death benefit may vary
from month to month, the cost of insurance charges may also vary.
 
B) MORTALITY AND EXPENSE UNDERTAKINGS -- The Company, as issuer of variable
annuity contracts, provides the mortality and expense undertakings and, with
respect to the Account, receives a maximum annual fee of 0.90% of the Account's
average daily net assets. The Company also provides administrative services and
receives an annual fee of 0.40% of the Account's average daily net assets. These
expenses are reflected in surrenders on the accompanying statements of changes
in net assets.
 
C) DEDUCTION OF ANNUAL MAINTENANCE FEE -- Annual maintenance fees are deducted
through termination of units of interest from applicable contract owners'
accounts, in accordance with the terms of the contracts. These expenses are
reflected in surrenders on the accompanying statements of changes in net assets.
 
D) TAX EXPENSE CHARGE -- The Company will deduct monthly from the account value
a tax expense charge equal to an annual rate of 0.40% for the first ten years.
During the first nine policy years, a premium tax charge will be imposed on full
or partial surrenders at a maximum rate of 2.25%.
 
                            SA-14    PROSPECTUS
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
 
To Hartford Life Insurance Company:
 
We have audited the accompanying Consolidated Balance Sheets of Hartford Life
Insurance Company and subsidiaries as of December 31, 1998 and 1997, and the
related Consolidated Statements of Income, Changes in Stockholder's Equity and
Cash Flows for each of the three years in the period ended December 31, 1998.
These Consolidated Financial Statements and the schedules referred to below are
the responsibility of Hartford Life Insurance Company's management. Our
responsibility is to express an opinion on these 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, 1998 and 1997, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1998 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 the 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 26, 1999
 
                             F-1     PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                        FOR THE YEARS ENDED
                                                            DECEMBER 31,
                                                      ------------------------
                                                       1998     1997     1996
                                                      ------   ------   ------
                                                           (IN MILLIONS)
 <S>                                                  <C>      <C>      <C>
 Revenues
   Premiums and other considerations...............   $2,218   $1,637   $1,705
   Net investment income...........................    1,759    1,368    1,397
   Net realized capital (losses) gains.............       (2)       4     (213)
                                                      ------   ------   ------
     Total revenues................................    3,975    3,009    2,889
                                                      ------   ------   ------
 Benefits, claims and expenses
   Benefits, claims and claim adjustment
    expenses.......................................    1,911    1,379    1,535
   Amortization of deferred policy acquisition
    costs..........................................      431      335      234
   Dividends to policyholders......................      329      240      635
   Other expenses..................................      766      586      427
                                                      ------   ------   ------
     Total benefits, claims and expenses...........    3,437    2,540    2,831
                                                      ------   ------   ------
   Income before income tax expense................      538      469       58
   Income tax expense..............................      188      167       20
                                                      ------   ------   ------
 Net income........................................   $  350   $  302   $   38
                                                      ------   ------   ------
                                                      ------   ------   ------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
 
                             F-2     PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                       AS OF DECEMBER
                                                             31,
                                                      -----------------
                                                       1998      1997
                                                      -------   -------
 <S>                                                  <C>       <C>
                                                        (IN MILLIONS,
                                                      EXCEPT FOR SHARE
                                                            DATA)
 Assets
   Investments
   Fixed maturities, available for sale, at fair
    value (amortized cost of $14,505 and
    $13,885).......................................   $14,818   $14,176
   Equity securities, at fair value................        31       180
   Policy loans, at outstanding balance............     6,684     3,756
   Other investments, at cost......................       264        47
                                                      -------   -------
     Total investments.............................    21,797    18,159
   Cash............................................        17        54
   Premiums receivable and agents' balances........        17        18
   Reinsurance recoverables........................     1,257     6,114
   Deferred policy acquisition costs...............     3,754     3,315
   Deferred income tax.............................       464       348
   Other assets....................................       695       682
   Separate account assets.........................    90,262    69,055
                                                      -------   -------
     Total assets..................................   $118,263  $97,745
                                                      -------   -------
                                                      -------   -------
 Liabilities
   Future policy benefits..........................   $ 3,595   $ 3,059
   Other policyholder funds........................    19,615    21,034
   Other liabilities...............................     2,094     2,254
   Separate account liabilities....................    90,262    69,055
                                                      -------   -------
     Total liabilities.............................   115,566    95,402
                                                      -------   -------
 Stockholder's Equity
   Common stock -- 1,000 shares authorized, issued
    and outstanding, par value $5,690..............         6         6
   Capital surplus.................................     1,045     1,045
   Accumulated other comprehensive income
     Net unrealized capital gains on securities,
      net of tax...................................       184       179
                                                      -------   -------
     Total accumulated other comprehensive
      income.......................................       184       179
                                                      -------   -------
   Retained earnings...............................     1,462     1,113
                                                      -------   -------
     Total stockholder's equity....................     2,697     2,343
                                                      -------   -------
   Total liabilities and stockholder's equity......   $118,263  $97,745
                                                      -------   -------
                                                      -------   -------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
 
                             F-3     PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                      ACCUMULATED
                                                                         OTHER
                                                                     COMPREHENSIVE
                                                                        INCOME
                                                                    ---------------
                                                                    NET UNREALIZED
                                                                     CAPITAL GAINS
                                                                      (LOSSES) ON                       TOTAL
                                           COMMON     CAPITAL         SECURITIES,      RETAINED     STOCKHOLDER'S
                                           STOCK      SURPLUS         NET OF TAX       EARNINGS        EQUITY
                                           ------     -------       ---------------   -----------   -------------
 <S>                                       <C>     <C>              <C>               <C>           <C>
                                                                       (IN MILLIONS)
 1998
 Balance, December 31, 1997..............    $6        $    1,045        $179           $1,113         $2,343
 Comprehensive income
   Net income............................    --                --          --              350            350
                                                                                                    -------------
 Other comprehensive income, net of tax
  (1):
   Changes in net unrealized capital
    gains on securities (2)..............    --                --           5               --              5
                                                                                                    -------------
 Total other comprehensive income........                                                                   5
                                                                                                    -------------
   Total comprehensive income                                                                             355
                                                                                                    -------------
 Dividends...............................    --                --          --               (1)            (1)
                                             --
                                                          -------      ------         -----------   -------------
     Balance, December 31, 1998..........    $6        $    1,045        $184           $1,462         $2,697
                                             --
                                                          -------      ------         -----------   -------------
 1997
 Balance, December 31, 1996..............    $6        $    1,045        $ 30           $  811         $1,892
 Comprehensive income
   Net income............................    --                --          --              302            302
                                                                                                    -------------
 Other comprehensive income, net of tax
  (1):
   Changes in net unrealized capital
    gains on securities (2)..............    --                --         149               --            149
                                                                                                    -------------
 Total other comprehensive income........                                                                 149
                                                                                                    -------------
   Total comprehensive income                                                                             451
                                             --
                                                          -------      ------         -----------   -------------
     Balance, December 31, 1997..........    $6        $    1,045        $179           $1,113         $2,343
                                             --
                                                          -------      ------         -----------   -------------
 1996
 Balance, December 31, 1995..............    $6        $    1,007        $(57)          $  773         $1,729
 Comprehensive income
   Net income............................    --                --          --               38             38
                                                                                                    -------------
 Other comprehensive income, net of tax
  (1):
   Changes in net unrealized capital
    gains on securities (2)..............    --                --          87               --             87
                                                                                                    -------------
 Total other comprehensive income........                                                                  87
                                                                                                    -------------
   Total comprehensive income............                                                                 125
                                                                                                    -------------
 Capital contribution....................    --                38          --               --             38
                                             --
                                                          -------      ------         -----------   -------------
     Balance, December 31, 1996..........    $6        $    1,045        $ 30           $  811         $1,892
                                             --
                                             --
                                                          -------      ------         -----------   -------------
                                                          -------      ------         -----------   -------------
</TABLE>
 
- ------------------------------
 
    (1) Net unrealized capital gain on securities is reflected net of tax of $3,
$80 and $47, as of December 31, 1998, 1997 and 1996, respectively.
 
    (2) There was no reclassification adjustment for after-tax gains (losses)
realized in net income for the years ended December 31, 1998 and 1997. December
31, 1996 is net of a $142 reclassification adjustment for after-tax losses
realized in net income.
 
                See Notes to Consolidated Financial Statements.
 
                             F-4     PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                           FOR THE YEARS ENDED DECEMBER
                                                       31,
                                          ------------------------------
                                            1998       1997       1996
                                          --------   --------   --------
                                                  (IN MILLIONS)
<S>                                       <C>        <C>        <C>
Operating Activities
  Net income............................  $    350   $    302   $     38
  Adjustments to reconcile net income to
   net cash provided by operating
   activities
  Depreciation and amortization.........       (23)         8         14
  Net realized capital losses (gains)...         2         (4)       213
  Decrease in premiums receivable and
   agents' balances.....................         1        119         10
  (Decrease) increase in other
   liabilities..........................       (79)       223        577
  Change in receivables, payables, and
   accruals.............................        83        107        (22)
  Increase (decrease) in accrued
   taxes................................        60        126        (91)
  (Increase) decrease in deferred income
   taxes................................      (118)        40       (102)
  Increase in deferred policy
   acquisition costs....................      (439)      (555)      (572)
  Increase in future policy benefits....       536        585        101
  (Increase) decrease in reinsurance
   recoverables and other related
   assets...............................        (2)        21       (146)
                                          --------   --------   --------
    Net cash provided by operating
     activities.........................       371        972         20
                                          --------   --------   --------
Investing Activities
  Purchases of investments..............    (6,061)    (6,869)    (5,854)
  Sales of investments..................     4,901      4,256      3,543
  Maturity of investments...............     1,761      2,329      2,693
                                          --------   --------   --------
    Net cash provided by (used for)
     investing activities...............       601       (284)       382
                                          --------   --------   --------
Financing Activities
  Capital contribution..................        --         --         38
  Net disbursements for investment and
   universal life-type contracts charged
   against policyholder accounts........    (1,009)      (677)      (443)
                                          --------   --------   --------
    Net cash used for financing
     activities.........................    (1,009)      (677)      (405)
                                          --------   --------   --------
  Net (decrease) increase in cash.......       (37)        11         (3)
  Cash -- beginning of year.............        54         43         46
                                          --------   --------   --------
  Cash -- end of year...................  $     17   $     54   $     43
                                          --------   --------   --------
                                          --------   --------   --------
Supplemental Disclosure of Cash Flow
 Information:
  Net Cash Paid During the Year for:
  Income taxes..........................  $    263   $      9   $    189
Noncash Investing Activities:
  Due to the recapture of an in force block of business previously ceded
   to MBL Life Assurance Co. of New Jersey, reinsurance recoverables of
   $4,546 were exchanged for the fair value of assets comprised of
   $4,354 in policy loans and $192 in other assets.
</TABLE>
 
                See Notes to Consolidated Financial Statements.
 
                             F-5     PROSPECTUS
<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 ("Hartford Life Insurance Company" or the
"Company"), Hartford Life and Annuity Insurance Company (ILA) and 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). Pursuant to an initial
public offering (the "IPO") on May 22, 1997, Hartford Life sold 26 million
shares of Class A Common Stock 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 outstanding promissory notes and line of credit with
the remaining $160 contributed by Hartford Life to HLA to support growth in its
core businesses. Hartford Life became a publicly traded company upon the sale of
26 million shares representing approximately 18.6% of the equity ownership in
Hartford Life. 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, HLA, the Company is a leading financial services and
insurance 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 disability insurance
that is directly written by the Company and is substantially ceded to its
parent, HLA, and (d) corporate owned life insurance.
 
2. SUMMARY OF 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 November 1998, the Emerging Issues Task Force (EITF) reached consensus on
Issue No. 98-15, "Structured Notes Acquired for a Specific Investment Strategy".
This EITF issue requires companies to account for structured notes acquired for
a specific investment strategy, as a unit. Affected companies that entered into
these notes prior to September 25, 1998 are required to either restate prior
period financial statements to conform with the prescribed unit accounting model
or disclose the related impact on earnings for all periods presented and
cumulatively over the life of the instruments had the registrant accounted for
the structure as a unit. Based upon recently prescribed current generally
accepted accounting principles for such types of transactions entered into after
September 24, 1998, there was no additional earnings impact to the Company
related to combined structured note transactions. As of December 31, 1998, the
Company does not hold any combined structured notes.
 
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The new standard establishes accounting and
reporting guidance for derivative instruments, including certain derivative
instruments embedded in other contracts. The standard requires, among other
things, that all derivatives be carried on the balance sheet at fair value. The
standard also specifies hedge accounting criteria under which a derivative can
qualify for special accounting. In order to receive special accounting, the
derivative instrument must qualify as either a hedge of the fair value or the
variability of the cash flow of a qualified asset or liability. Special
accounting for qualifying hedges provides for matching the timing of gain or
loss recognition on the hedging instrument with the recognition of the
corresponding changes in value of the hedged item. SFAS No. 133 will be
effective for fiscal years beginning after June 15, 1999. Initial application
for Hartford Life Insurance Company will begin for the first quarter of the year
2000. While Hartford Life Insurance Company is currently in the process of
quantifying the impact of SFAS No. 133, the Company is reviewing its derivative
holdings in order to take actions needed to minimize potential
 
                             F-6     PROSPECTUS
<PAGE>
volatility, while at the same time maintaining the economic protection needed to
support the goals of its business.
 
In March 1998, the American Institute of Certified Public Accountants (AICPA)
issued Statement of Position (SOP) No. 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use". The SOP provides
guidance on accounting for the costs of internal use software and in determining
whether the software is for internal use. The SOP defines internal use software
as software that is acquired, internally developed, or modified solely to meet
internal needs and identifies stages of software development and accounting for
the related costs incurred during the stages. This statement is effective for
fiscal years beginning after December 15, 1998 and is not expected to have a
material impact on the Company's financial condition or results of operations.
 
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income", which establishes standards for reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements. The objective of this statement is to report a measure of
all changes in equity of an enterprise that result from transactions and other
economic events of the period other than transactions with owners. Comprehensive
income is the total of net income and all other nonowner changes in equity.
Accordingly, the Company has reported comprehensive income in the Consolidated
Statements of Changes in Stockholder's Equity.
 
In December 1997, the AICPA issued 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.
 
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information". The new standard requires public business
enterprises to disclose certain financial and descriptive information about
reportable operating segments in annual financial statements and in condensed
financial statements of interim periods. Operating segments are components of an
enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and assessing performance. SFAS No. 131 also establishes
standards for related disclosures about products and services, geographic areas
and major customers. The Company adopted SFAS No. 131 in 1998. For additional
information, see Note 13.
 
On November 14, 1996, the 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 FASB issued SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities" which is
effective for transfers and servicing of financial 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. Adoption of SFAS No. 125 did not have a material
effect on the Company's financial condition or results of operations.
 
Effective January 1, 1996, Hartford Life Insurance 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. 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 investment products and universal life-type policies consist of
policy charges for policy administration, cost of insurance and surrender
charges assessed to policy account balances and are recognized in the period in
which services are provided. Premiums for traditional life insurance policies
are recognized as revenues when they are due from policyholders.
 
  (D) FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS
 
Liabilities for future policy benefits are computed by the net level premium
method using interest rate assumptions varying from 3% to 11% and withdrawal and
mortality assumptions appropriate at the time the policies were issued.
Liabilities for universal life-type and investment contracts are stated at
policyholder account values before surrender charges.
 
  (E) INVESTMENTS
 
Hartford Life Insurance 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 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. Realized capital gains and
losses
 
                             F-7     PROSPECTUS
<PAGE>
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. Net realized capital gains and losses, excluding those
related to immediate participation guaranteed contracts, 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
additional impairment, if necessary.
 
  (F) DERIVATIVE INSTRUMENTS
 
Hartford Life Insurance 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. Hartford Life Insurance 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 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. For a discussion
of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"
issued in June 1998, see (b) Changes in Accounting Principles.
 
Derivative instruments must be designated at inception as a hedge and measured
for effectiveness both at inception and on an ongoing basis. Hartford Life
Insurance Company's correlation threshold for hedge designation is 80% to 120%.
If correlation, which is assessed monthly and measured based on a rolling three
month average, falls outside the 80% to 120% range, 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.
 
                             F-8     PROSPECTUS
<PAGE>
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.
 
  (G) SEPARATE ACCOUNTS
 
Hartford Life Insurance Company maintains separate account assets and
liabilities which are reported at fair value. Separate account assets are
segregated from other investments. Separate accounts reflect two categories of
risk assumption: non-guaranteed separate accounts, wherein the policyholder
assumes the investment risk and rewards, and guaranteed separate account assets,
wherein the Company contractually guarantees either a minimum return or account
value to the policyholder.
  (H) 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, usually 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
charges, mortality and expense margins. Actual gross profits can vary from
management's estimates resulting in increases or decreases in the rate of
amortization. Management periodically updates these estimates, when appropriate,
and evaluates the recoverability of the deferred acquisition cost asset. When
appropriate, management revises its assumptions on the estimated gross profits
of these contracts and the cumulative amortization for the books of business are
re-estimated and adjusted by a cumulative charge or credit to income.
 
Acquisition costs and their related deferral are included in the Company's other
expenses as follows:
 
<TABLE>
<CAPTION>
                                          1998        1997         1996
                                        ---------     -----        -----
<S>                                     <C>        <C>          <C>
Commissions...........................  $   1,069   $     976    $     848
Deferred acquisition costs............       (891)       (862)        (823)
Other.................................        588         472          402
                                        ---------       -----        -----
    Total other expenses..............  $     766   $     586    $     427
                                        ---------       -----        -----
                                        ---------       -----        -----
</TABLE>
 
  (I) DIVIDENDS TO POLICYHOLDERS
 
Certain life insurance policies contain dividend payment provisions that enable
the policyholder to participate in the earnings on that participating block of
business. The participating insurance in force accounted for 71%, 55% and 44% in
1998, 1997 and 1996, respectively, of total insurance in force.
3. INVESTMENTS AND DERIVATIVE INSTRUMENTS
 
  (A) COMPONENTS OF NET INVESTMENT INCOME
 
<TABLE>
<CAPTION>
                                       FOR THE YEARS ENDED DECEMBER
                                                    31,
                                      -------------------------------
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Interest income from fixed
 maturities.........................  $     952  $     932  $     918
Interest income from policy loans...        789        425        477
Income from other investments.......         32         26         15
                                      ---------  ---------  ---------
Gross investment income.............      1,773      1,383      1,410
Less: Investment expenses...........         14         15         13
                                      ---------  ---------  ---------
Net investment income...............  $   1,759  $   1,368  $   1,397
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>
 
  (B) COMPONENTS OF NET REALIZED CAPITAL (LOSSES) GAINS
 
<TABLE>
<CAPTION>
                                           FOR THE YEARS ENDED DECEMBER 31,
                                         -------------------------------------
                                            1998         1997         1996
                                            -----        -----        -----
<S>                                      <C>          <C>          <C>
Fixed maturities.......................   $     (28)   $      (7)   $    (201)
Equity securities......................          21           12            2
Real estate and other..................           5           (1)          (4)
Less: Decrease in liability to
 policyholders for realized capital
 gains.................................          --           --          (10)
                                                ---          ---        -----
Net realized capital (losses) gains....   $      (2)   $       4    $    (213)
                                                ---          ---        -----
                                                ---          ---        -----
</TABLE>
 
  (C) NET UNREALIZED CAPITAL (LOSSES) GAINS ON EQUITY SECURITIES
 
<TABLE>
<CAPTION>
                                           FOR THE YEARS ENDED DECEMBER 31,
                                         -------------------------------------
                                            1998         1997         1996
                                            -----        -----        -----
<S>                                      <C>          <C>          <C>
Gross unrealized capital gains.........   $       2    $      14    $      13
Gross unrealized capital losses........          (1)          --           (1)
                                                 --
                                                             ---          ---
Net unrealized capital gains...........           1           14           12
Deferred income tax expense............          --            5            4
                                                 --
                                                             ---          ---
Net unrealized capital gains, net of
 tax...................................           1            9            8
Balance -- beginning of year...........           9            8            1
                                                 --
                                                             ---          ---
Net change in unrealized capital gains
 on equity securities..................   $      (8)   $       1    $       7
                                                 --
                                                 --
                                                             ---          ---
                                                             ---          ---
</TABLE>
 
  (D) NET UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED MATURITIES
 
<TABLE>
<CAPTION>
                                           FOR THE YEARS ENDED DECEMBER 31,
                                         -------------------------------------
                                            1998         1997         1996
                                            -----        -----        -----
<S>                                      <C>          <C>          <C>
Gross unrealized capital gains.........   $     421    $     371    $     386
Gross unrealized capital losses........        (108)         (80)        (341)
Unrealized capital gains credited to
 policyholders.........................         (32)         (30)         (11)
                                              -----        -----        -----
Net unrealized capital gains...........         281          261           34
Deferred income tax expense............          98           91           12
                                              -----        -----        -----
Net unrealized capital gains, net of
 tax...................................         183          170           22
Balance -- beginning of year...........         170           22          (58)
                                              -----        -----        -----
Net change in unrealized capital gains
 (losses) on fixed maturities..........   $      13    $     148    $      80
                                              -----        -----        -----
                                              -----        -----        -----
</TABLE>
 
                             F-9     PROSPECTUS
<PAGE>
  (E) FIXED MATURITY INVESTMENTS
 
<TABLE>
<CAPTION>
                                                                                 AS OF DECEMBER 31, 1998
                                                                   ---------------------------------------------------
                                                                                   GROSS         GROSS
                                                                   AMORTIZED    UNREALIZED    UNREALIZED
                                                                      COST         GAINS        LOSSES      FAIR VALUE
                                                                   ----------   -----------   -----------   ----------
<S>                                                                <C>          <C>           <C>           <C>
U. S. Government and Government agencies and authorities
 (guaranteed and sponsored)......................................    $   121       $  2          $ --         $   123
U. S. Government and Government agencies and authorities
 (guaranteed and sponsored) -- asset backed......................      1,001         23            (8)          1,016
States, municipalities and political subdivisions................        165          8            --             173
International governments........................................        393         26            (7)            412
Public utilities.................................................        844         33            (3)            874
All other corporate including international......................      5,469        260           (42)          5,687
All other corporate -- asset backed..............................      4,155         58           (42)          4,171
Short-term investments...........................................      1,847         --            --           1,847
Certificates of deposit..........................................        510         11            (6)            515
                                                                   ----------     -----         -----       ----------
    Total fixed maturities.......................................    $14,505       $421          $(108)       $14,818
                                                                   ----------     -----         -----       ----------
                                                                   ----------     -----         -----       ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                 AS OF DECEMBER 31, 1997
                                                                   ---------------------------------------------------
                                                                                   GROSS         GROSS
                                                                   AMORTIZED    UNREALIZED    UNREALIZED
                                                                      COST         GAINS        LOSSES      FAIR VALUE
                                                                   ----------   -----------   -----------   ----------
<S>                                                                <C>          <C>           <C>           <C>
U. S. Government and Government agencies and authorities
 (guaranteed and sponsored)......................................    $   217       $  3          $ (1)        $   219
U. S. Government and Government 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>
 
The amortized cost and estimated fair value of fixed maturity investments as of
December 31, 1998 by estimated maturity year are shown below. Expected
maturities differ from contractual maturities due to call or prepayment
provisions. Asset backed securities, including mortgage backed securities and
collateralized mortgage obligations, are distributed to maturity year based on
the Company's estimates of the rate of future prepayments of principal over the
remaining lives of 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......................   $   3,047    $   3,116
Over one year through five years......       4,796        4,843
Over five years through ten years.....       3,242        3,318
Over ten years........................       3,420        3,541
                                        -----------  -----------
    Total.............................   $  14,505    $  14,818
                                        -----------  -----------
                                        -----------  -----------
</TABLE>
 
Sales of fixed maturities, excluding short-term fixed maturities, for the years
ended December 31, 1998, 1997 and 1996 resulted in proceeds of $3.2 billion,
$4.2 billion and $3.5 billion, gross realized capital gains of $103, $169 and
$87, gross realized capital losses (including writedowns) of $131, $176 and
$298, respectively. In 1996, gross realized capital losses includes an other
than temporary impairment of $137 related to the Company's block of guaranteed
investment contract business written prior to 1995 which could not recover to
amortized cost prior to sale. Sales of equity security investments for the years
ended December 31, 1998, 1997 and 1996 resulted in proceeds of $35, $132 and $74
and gross realized capital gains of $21, $12 and $2, respectively, and no gross
realized capital losses for all periods.
 
  (F) CONCENTRATION OF CREDIT RISK
 
The Company is not exposed to any significant concentration of credit risk in
fixed maturities of a single issuer greater than 10% of stockholder's equity.
 
                            F-10     PROSPECTUS
<PAGE>
  (G) DERIVATIVE INSTRUMENTS
 
Hartford Life Insurance 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.
 
Hartford Life Insurance 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.
Hartford Life Insurance Company's derivative program is monitored by an internal
compliance unit and is reviewed by senior management and Hartford Life's Finance
Committee of the Board of Directors. 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 $6.2
billion and $6.5 billion ($3.9 billion and $4.6 billion related to the Company's
investments, $2.3 billion and $1.9 billion on the Company's liabilities) as of
December 31, 1998 and 1997, respectively.
The tables below provide a summary of derivative instruments held by Hartford
Life Insurance Company as of December 31, 1998 and 1997, segregated by major
investment and liability category:
 
<TABLE>
<CAPTION>
                                                          1998 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                     ----------------------------------------------------------------------------------
                                                                                                  FOREIGN
                                      TOTAL      ISSUED    PURCHASED                  INTEREST    CURRENCY     TOTAL
                                     CARRYING    CAPS &      CAPS &      FUTURES        RATE       SWAPS      NOTIONAL
           ASSETS HEDGED              VALUE      FLOORS      FLOORS        (2)         SWAPS        (3)        AMOUNT
- -----------------------------------  --------   --------   ----------   ----------   ----------   --------   ----------
<S>                                  <C>        <C>        <C>          <C>          <C>          <C>        <C>
Asset backed securities (excluding
 inverse floaters and
 anticipatory).....................  $ 5,163    $    --    $   188      $     3      $   885        $--       $ 1,076
Inverse floaters (1)...............       24         44         55           --           --         --            99
Anticipatory (4)...................       --         --         --           --          235         --           235
Other bonds and notes..............    7,683        461        597           18        1,300         90         2,466
Short-term investments.............    1,948         --         --           --           --         --            --
                                     --------   --------   ----------       ---      ----------     ---      ----------
    Total fixed maturities.........   14,818        505        840           21        2,420         90         3,876
Equity securities, policy loans and
 other investments.................    6,979         --         --           --           --         --            --
                                     --------   --------   ----------       ---      ----------     ---      ----------
    Total investments..............  $21,797        505        840           21        2,420         90         3,876
    Other policyholder funds.......  $19,615      1,100         50           --        1,195         --         2,345
                                     --------   --------   ----------       ---      ----------     ---      ----------
    Total derivative instruments --
     notional value................             $ 1,605    $   890      $    21      $ 3,615        $90       $ 6,221
                                     --------   --------   ----------       ---      ----------     ---      ----------
    Total derivative instruments --
     fair value....................             $    (6)   $    19      $    --      $    27        $(7)      $    33
                                     --------   --------   ----------       ---      ----------     ---      ----------
                                     --------   --------   ----------       ---      ----------     ---      ----------
</TABLE>
 
                            F-11     PROSPECTUS
<PAGE>
 
<TABLE>
<CAPTION>
                                                      1997 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                     --------------------------------------------------------------------------
                                                                                              FOREIGN
                                      TOTAL    ISSUED    PURCHASED                 INTEREST   CURRENCY   TOTAL
                                     CARRYING  CAPS &      CAPS &                    RATE      SWAPS    NOTIONAL
           ASSETS HEDGED              VALUE    FLOORS      FLOORS     FUTURES (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
    Other policyholder funds.......  $21,034       10           150         --        1,747       --     1,907
                                     --------  -------       ------        ---     ---------     ---    -------
    Total derivative instruments --
     notional value................            $1,019     $   2,094       $ 50      $ 3,251     $ 91    $6,505
                                     --------  -------       ------        ---     ---------     ---    -------
    Total derivative instruments --
     fair value....................            $   (8 )   $      23       $ --      $    19     $ (6  ) $   28
                                     --------  -------       ------        ---     ---------     ---    -------
                                     --------  -------       ------        ---     ---------     ---    -------
</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, 1998 and 1997, approximately 5% and 44% , respectively,
    of the notional futures contracts expire within one year.
 
(3) As of December 31, 1998 and 1997, approximately 11% and 16%, respectively,
    of foreign currency swaps expire within one year.
 
(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. As of December 31, 1998 and 1997, the Company had no
    deferred gains for interest rate swaps. During 1998, $1.5 in deferred gains
    were basis adjusted.
 
The following is a reconciliation of notional amounts by derivative type and
strategy as of December 31, 1998 and 1997:
 
<TABLE>
<CAPTION>
                                             DECEMBER 31, 1997               MATURITIES/    DECEMBER 31, 1998
                                              NOTIONAL AMOUNT    ADDITIONS TERMINATIONS (1)  NOTIONAL AMOUNT
                                             -----------------   -------- ----------------- -----------------
<S>                                          <C>                 <C>      <C>               <C>
BY DERIVATIVE TYPE
Caps.........................................      $1,239         $1,000       $  327            $1,912
Floors.......................................       1,864             --        1,281               583
Swaps/Forwards...............................       3,342          1,838        1,475             3,705
Futures......................................          50              8           37                21
Options......................................          10             --           10                --
                                                  ------         --------      ------            ------
    Total....................................      $6,505         $2,846       $3,130            $6,221
                                                  ------         --------      ------            ------
By Strategy
Liability....................................      $1,907         $1,099       $  661            $2,345
Anticipatory.................................          --            242            7               235
Asset........................................       1,805          1,260          667             2,398
Portfolio....................................       2,793            245        1,795             1,243
                                                  ------         --------      ------            ------
    Total....................................      $6,505         $2,846       $3,130            $6,221
                                                  ------         --------      ------            ------
                                                  ------         --------      ------            ------
</TABLE>
 
- ------------------------
 
    (1) During 1998, the Company had no significant gains or losses on
terminations of hedge positions using derivative financial instruments.
 
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
 
SFAS 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. Hartford
Life Insurance
 
                            F-12     PROSPECTUS
<PAGE>
Company uses the following methods and assumptions in estimating the fair value
of each class of financial instrument.
 
Fair value for fixed maturities and marketable equity securities approximates
those quotations published by applicable stock exchanges or received from other
reliable sources.
 
For policy loans, carrying amounts approximate fair value.
 
Fair value for other invested assets primarily consist of partnerships and
trusts that are based on external market valuations from partnership and trust
management as well as mortgage loans where carrying amounts approximate fair
value.
 
Other policyholder funds fair value information is determined by estimating
future cash flows, discounted at the current market rate.
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 periodic comparison to dealer quoted prices.
 
The carrying amount and fair values of Hartford Life Insurance Company's
financial instruments as of December 31, 1998 and 1997 were as follows:
 
<TABLE>
<CAPTION>
                                                                1998                1997
                                                         ------------------  ------------------
                                                         CARRYING    FAIR    CARRYING    FAIR
                                                          AMOUNT     VALUE    AMOUNT     VALUE
                                                         ---------  -------  ---------  -------
<S>                                                      <C>        <C>      <C>        <C>
Assets
  Fixed maturities.....................................   $14,818   $14,818   $14,176   $14,176
  Equity securities....................................        31        31       180       180
  Policy loans.........................................     6,684     6,684     3,756     3,756
  Other investments....................................       264       309        47        91
Liabilities
  Other policyholder funds (1).........................   $11,709   $11,726   $11,769   $11,755
</TABLE>
 
- ------------------------------
 
    (1) Excludes corporate owned life insurance and universal life insurance
contracts.
 
5. SEPARATE ACCOUNTS
 
Hartford Life Insurance Company maintained separate account assets and
liabilities totaling $90.3 billion and $69.1 billion as of December 31, 1998 and
1997, respectively, which are reported at fair value. Separate account assets,
which are segregated from other investments, reflect two categories of risk
assumption: non-guaranteed separate accounts totaling $80.6 billion and $58.6
billion as of December 31, 1998 and 1997, respectively, wherein the policyholder
assumes the investment risk, and guaranteed separate accounts totaling $9.7 and
$10.5 billion as of December 31, 1998 and 1997, respectively, wherein Hartford
Life Insurance Company contractually guarantees either a minimum return or
account value to the policyholder. Included in non-guaranteed separate account
assets were policy loans totaling $1.8 billion and $1.9 billion as of December
31, 1998 and 1997, 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 and other revenues were $908, $699 and $538 in
1998, 1997 and 1996, respectively. The guaranteed separate accounts include
fixed market value adjusted (MVA) individual annuity and modified guaranteed
life insurance. The average credited interest rate on these contracts was 6.6%
and 6.5% as of December 31, 1998 and 1997, respectively. The assets that support
these liabilities were comprised of $9.5 billion and $10.2 billion in fixed
maturities as of December 31, 1998 and 1997, respectively. 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 $40 and $119 in carrying value and $3.5 billion and
$3.0 billion in notional amounts as of December 31, 1998 and 1997, respectively.
 
6. STATUTORY RESULTS
 
<TABLE>
<CAPTION>
                                       FOR THE YEARS ENDED DECEMBER
                                                    31,
                                      -------------------------------
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Statutory net income................  $     211  $     214  $     144
                                      ---------  ---------  ---------
Statutory surplus...................  $   1,676  $   1,441  $   1,207
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</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 1999
is estimated to be $168.
 
Hartford Life Insurance Company and its domestic insurance subsidiaries prepare
their statutory financial statements in accordance with accounting practices
prescribed by the State of Connecticut. Prescribed statutory accounting
practices include
 
                            F-13     PROSPECTUS
<PAGE>
publications of the National Association of Insurance Commissioners, as well as
state laws, regulations, and general administrative rules.
 
7. STOCK COMPENSATION PLANS
 
Hartford Life Insurance Company's employees are included in the 1997 Hartford
Life, Inc. Incentive Stock Plan (the "Plan"), which was adopted during the
second quarter of 1997. 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 million
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 Hartford Life,
Inc. 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 121,943 and 54,316 shares under
the ESPP in 1998 and 1997, respectively. The weighted average fair value of the
discount under the ESPP was $13.80 per share in 1998 and $9.63 per share in
1997.
 
8. POSTRETIREMENT BENEFIT AND SAVINGS PLANS
 
  (A) PENSION PLANS
 
Hartford Life Insurance 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 $6 in 1998 and $5
in both 1997 and 1996.
 
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 1998, 1997 and 1996.
 
The assumed rate in the per capita cost of health care (the health care trend
rate) was 7.8% for 1998, decreasing ratably to 5.0% in the year 2003. Increasing
the health care trend rates by one percent per year would have an immaterial
impact on the accumulated postretirement benefit obligation and the annual
expense. To the extent that the actual experience differs from the inherent
assumptions, the effect will be amortized over the average future service of
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 Hartford Life Insurance Company for the above-mentioned
plan was approximately $4 and $2 in 1998 and 1997, respectively.
 
9. REINSURANCE
 
Hartford Life Insurance 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.
 
                            F-14     PROSPECTUS
<PAGE>
Net premiums and other considerations were comprised of the following:
 
<TABLE>
<CAPTION>
                                       FOR THE YEARS ENDED DECEMBER
                                                    31,
                                      -------------------------------
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Gross premiums......................  $   2,722  $   2,164  $   2,138
Assumed.............................        150        159        190
Ceded...............................       (654)      (686)      (623)
                                      ---------  ---------  ---------
  Net premiums and other
   considerations...................  $   2,218  $   1,637  $   1,705
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>
 
The Company ceded approximately $128, $76 and $100 of group life premium to HLA
in 1998, 1997 and 1996, respectively, representing $38.4 billion, $33.6 billion
and $33.3 billion of insurance in force, respectively. The Company ceded $383,
$339 and $318 of accident and health premium to HLA in 1998, 1997 and 1996,
respectively. The Company assumed $82, $89 and $101 of premium in 1998, 1997 and
1996, respectively, representing $7.4 billion, $8.2 billion and $8.5 billion of
individual life insurance in force, respectively, from HLA.
Life reinsurance recoveries, which reduce death and other benefits, approximated
$97, $158 and $140 for the years ended December 31, 1998, 1997 and 1996,
respectively.
 
Hartford Life Insurance Company has no significant reinsurance-related
concentrations of credit risk.
 
10. 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 own 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. It is the intention of The
Hartford and its non-life subsidiaries to file a single consolidated Federal
income tax return. The life insurance companies will file a separate
consolidated federal income tax return. The Company's effective tax rate was
35%, 36% and 35% in 1998, 1997 and 1996, respectively.
 
Income tax expense is as follows:
 
<TABLE>
<CAPTION>
                                           FOR THE YEARS ENDED DECEMBER 31,
                                         -------------------------------------
                                            1998         1997         1996
                                            -----        -----        -----
<S>                                      <C>          <C>          <C>
Current................................   $     307    $     162    $     118
Deferred...............................        (119)           5          (98)
                                              -----        -----        -----
  Income tax expense...................   $     188    $     167    $      20
                                              -----        -----        -----
                                              -----        -----        -----
</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,
                                         -------------------------------------
                                            1998         1997         1996
                                            -----        -----        -----
<S>                                      <C>          <C>          <C>
Tax provision at the U.S. Federal
 statutory rate........................   $     188    $     164    $      20
Other..................................          --            3           --
                                              -----        -----          ---
  Total................................   $     188    $     167    $      20
                                              -----        -----          ---
                                              -----        -----          ---
</TABLE>
 
Deferred tax assets (liabilities) include the following as of December 31:
 
<TABLE>
<CAPTION>
                                                   1998         1997
                                                   -----        -----
<S>                                             <C>          <C>
Tax basis deferred policy acquisition costs...   $     751    $     639
Financial statement deferred policy
 acquisition costs and reserves...............         103           69
Employee benefits.............................           4            8
Net unrealized capital gains on securities....         (98)         (96)
Investments and other.........................        (296)        (272)
                                                     -----        -----
  Total.......................................   $     464    $     348
                                                     -----        -----
                                                     -----        -----
</TABLE>
 
Hartford Life Insurance Company had a current tax payable of $65 and $64 as of
December 31, 1998 and 1997, respectively.
 
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, based on current tax law,
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, 1998 was $104.
 
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, 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 $47, $34 and $40 in 1998, 1997 and 1996,
respectively. Management believes that the methods used are reasonable.
 
                            F-15     PROSPECTUS
<PAGE>
12. COMMITMENTS AND CONTINGENT LIABILITIES
 
  (A) LITIGATION
 
Hartford Life Insurance 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, at the present
time the Company does not anticipate that the ultimate liability arising from
such pending or threatened litigation, after consideration of provisions made
for potential losses and costs of defense, will have a material adverse 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. Part of the assessments paid
by the Company and its subsidiaries pursuant to these laws may be used as
credits for a portion of the associated premium taxes. The Company paid guaranty
fund assessments of approximately $9, $15 and $11 in 1998, 1997 and 1996,
respectively, of which $4, $4 and $5, respectively, were estimated to be
creditable against premium taxes.
 
  (C) LEASES
 
The rent paid to Hartford Fire for space occupied by the Company was $7 in both
1998 and 1997 and $3 in 1996. Future minimum rental commitments are as follows:
 
<TABLE>
<S>                  <C>
1999...............  $       7
2000...............         12
2001...............         12
2002...............         13
2003...............         13
Thereafter.........         74
                     ---------
  Total............  $     131
                     ---------
                     ---------
</TABLE>
 
Rental expense is recognized on a level basis over the term of the primary
sublease, which expires on December 31, 2009, and amounted to approximately $9
in both 1998 and 1997 and $8 in 1996.
 
  (D) TAX MATTERS
 
Hartford Life's federal income tax returns are routinely audited by the Internal
Revenue Service. Hartford Life is currently under audit for the years 1993
through 1995, with the audit for the years 1996 through 1997 expected to begin
during early 1999. Management believes that adequate provision has been made in
the financial statements for items that may result from tax examinations and
other tax related matters.
 
  (E) INVESTMENTS
 
As of December 31, 1998, Hartford Life Insurance Company held $71 of asset
backed securities securitized and serviced by Commercial Financial Services,
Inc. (CFS) of which $50 were included in the Company's general account and $21
in the Company's guaranteed separate account. In October 1998, the Company
became aware of allegations of improper activities at CFS. On December 11, 1998,
CFS filed for protection under Chapter 11 of the Bankruptcy Code. As of December
31, 1998, CFS continues to service the asset backed securities, which remain
current on payments of principal and interest, however, the Company does not
expect to recover all of its principal investment. Based upon information
available in the fourth quarter 1998, the Company recognized a $25, after-tax,
writedown related to its holdings in CFS of which $18 was related to the
Company's general account assets. The ultimate realizable amount depends on the
outcome of the bankruptcy of CFS and these estimates are therefore subject to
material change as new information becomes available. The Company is presently
unable to determine the amount of further potential loss, if any, related to the
securities.
 
13. SEGMENT INFORMATION
 
Hartford Life Insurance Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", during the fourth quarter of
1998. This statement replaces SFAS No. 14, "Financial Reporting for Segments of
a Business Enterprise", and establishes new standards for reporting information
about operating segments in annual financial statements and in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas and major customers.
This statement requires that the reportable operating segments be based on the
Company's internal operations. On this basis, Hartford Life Insurance Company's
segments represent strategic operations which offer different products and
services as well as serve different markets.
 
Hartford Life Insurance Company is organized into three reportable operating
segments which include Investment Products, Individual Life and Corporate Owned
Life Insurance (COLI). Investment Products offers individual variable annuities,
fixed market value adjusted (MVA) annuities and fixed and variable immediate
annuities, mutual funds, deferred compensation and retirement plan services,
structured settlement contracts and other special purpose annuity contracts.
Individual Life sells a variety of life insurance products, including variable
life, universal life, interest-sensitive whole life and term life insurance.
COLI primarily offers variable products used by employers to fund non-qualified
benefits or other post-employment benefit obligations as well as leveraged COLI.
The Company includes in "Other" corporate items not directly allocable to any of
its reportable operating segments as well as certain employee benefit products
including group life and disability insurance that is directly written by the
Company and is substantially ceded to its parent, HLA.
 
                            F-16     PROSPECTUS
<PAGE>
The accounting policies of the reportable operating segments are the same as
those described in the summary of significant accounting policies in Note 2.
Hartford Life Insurance Company evaluates performance of its segments based on
revenues, net income and the segment's return on allocated capital. The Company
charges direct operating expenses to the appropriate segment and allocates the
majority of indirect expenses to the segments based on an intercompany expense
arrangement. Intersegment revenues are not significant and primarily occur
between corporate and the operating segments. These amounts include interest
income on allocated surplus and the amortization of net realized capital gains
and losses through net investment income utilizing the duration of the segment's
investment portfolios. The Company's revenues are primarily derived from
customers within the United States. The Company's long-lived assets primarily
consist of deferred policy acquisition costs and deferred tax assets from within
the United States. The following table outlines summarized financial information
concerning the Company's segments. The information for 1997 and 1996 has been
restated to conform to the 1998 presentation.
 
<TABLE>
<CAPTION>
                                                         INVESTMENT INDIVIDUAL
1998                                                     PRODUCTS    LIFE      COLI      OTHER    TOTAL
- -------------------------------------------------------  ---------  -------  ---------  -------  -------
<S>                                                      <C>        <C>      <C>        <C>      <C>
Total revenues.........................................   $ 1,779   $  543    $  1,567  $    86  $ 3,975
Net investment income..................................       736      181         793       49    1,759
Amortization of deferred policy acquisition costs......       326      105          --       --      431
Income tax expense (benefit)...........................       145       35          12       (4)     188
Net income (loss)......................................       270       64          24       (8)     350
Assets.................................................    87,207    5,228      22,631    3,197  118,263
</TABLE>
 
<TABLE>
<CAPTION>
                                                         INVESTMENT INDIVIDUAL
1997                                                     PRODUCTS    LIFE      COLI      OTHER    TOTAL
- -------------------------------------------------------  ---------  -------  ---------  -------  -------
<S>                                                      <C>        <C>      <C>        <C>      <C>
Total revenues.........................................   $ 1,510   $  487    $    980  $    32  $ 3,009
Net investment income..................................       739      164         429       36    1,368
Amortization of deferred policy acquisition costs......       250       83          --        2      335
Income tax expense.....................................       111       30          15       11      167
Net income.............................................       206       55          27       14      302
Assets.................................................    72,288    4,914      17,800    2,743   97,745
</TABLE>
 
<TABLE>
<CAPTION>
                                                         INVESTMENT INDIVIDUAL
1996                                                     PRODUCTS    LIFE      COLI      OTHER    TOTAL
- -------------------------------------------------------  ---------  -------  ---------  -------  -------
<S>                                                      <C>        <C>      <C>        <C>      <C>
Total revenues.........................................   $ 1,002   $  440    $  1,360  $    87  $ 2,889
Net investment income..................................       684      153         480       80    1,397
Amortization of deferred policy acquisition costs......       174       60          --       --      234
Income tax expense (benefit)...........................       (42 )     24          11       27       20
Net income (loss)......................................       (77 )     44          26       45       38
Assets.................................................    57,410    3,753      14,222    2,377   77,762
</TABLE>
 
14. QUARTERLY RESULTS FOR 1998 AND 1997 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                     --------------------------------------------------------------------------------------
                                          MARCH 31,              JUNE 30,           SEPTEMBER 30,          DECEMBER 31,
                                     --------------------  --------------------  --------------------  --------------------
                                       1998       1997       1998       1997       1998       1997       1998       1997
                                     ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Revenues...........................   $   915    $   651    $   721    $   645    $   826    $   679    $  1,513   $  1,034
Benefits, claims and expenses......       787        550        591        536        688        550       1,371        904
Net income.........................        83         63         85         74         89         81          93         84
</TABLE>
 
                            F-17     PROSPECTUS
<PAGE>
SCHEDULE I -- SUMMARY OF INVESTMENTS --
OTHER THAN INVESTMENTS IN AFFILIATES
AS OF DECEMBER 31, 1998
(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. Government and Government agencies
   and authorities (guaranteed and
   sponsored)................................  $   121  $   123     $   123
  U. S. Government and Government agencies
   and authorities (guaranteed and sponsored)
   -- asset backed...........................    1,001    1,016       1,016
  States, municipalities and political
   subdivisions..............................      165      173         173
  Foreign governments........................      393      412         412
  Public utilities...........................      844      874         874
  All other corporate including
   international.............................    5,469    5,687       5,687
  All other corporate -- asset backed........    4,155    4,171       4,171
  Short-term investments.....................    1,847    1,847       1,847
Certificates of deposit......................      510      515         515
                                               -------  -------     -------
Total fixed maturities.......................   14,505   14,818      14,818
                                               -------  -------     -------
Equity Securities
Common Stocks
  Industrial and miscellaneous...............       30       31          31
                                               -------  -------     -------
Total equity securities......................       30       31          31
                                               -------  -------     -------
Total fixed maturities and equity
 securities..................................   14,535   14,849      14,849
                                               -------  -------     -------
Policy Loans.................................    6,684    6,684       6,684
                                               -------  -------     -------
Other Investments
  Mortgage loans on real estate..............      206      207         206
  Other invested assets......................       58      102          58
                                               -------  -------     -------
Total other investments......................      264      309         264
                                               -------  -------     -------
Total investments............................  $21,483  $21,842     $21,797
                                               -------  -------     -------
                                               -------  -------     -------
</TABLE>
 
                            F-18     PROSPECTUS
<PAGE>
SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(IN MILLIONS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                DEFERRED
                                                 POLICY       FUTURE       OTHER         PREMIUMS          NET
                                               ACQUISITION    POLICY     POLICYHOLDER    AND OTHER      INVESTMENT
SEGMENT                                           COSTS      BENEFITS      FUNDS      CONSIDERATIONS     INCOME
- ---------------------------------------------  -----------   ---------   ----------   ---------------   ---------
 
<S>                                            <C>           <C>         <C>          <C>               <C>
1998
Investment Products..........................    $2,823       $2,407      $ 9,194         $1,043         $  736
Individual Life..............................       931          466        2,307            363            181
Corporate Owned Life Insurance...............        --          225        8,097            774            793
Other........................................        --          497           17             38             49
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $3,754       $3,595      $19,615         $2,218         $1,759
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------
 
1997
Investment Products..........................    $2,478       $2,070      $ 9,620         $  771         $  739
Individual Life..............................       837          392        2,182            323            164
Corporate Owned Life Insurance...............        --           56        9,259            551            429
Other........................................        --          541          (27)            (8)            36
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $3,315       $3,059      $21,034         $1,637         $1,368
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------
 
1996
Investment Products..........................    $2,030       $1,526      $10,140         $  537         $  684
Individual Life..............................       730          346        2,160            287            153
Corporate Owned Life Insurance...............        --           --        9,823            880            480
Other........................................        --          602           11              1             80
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $2,760       $2,474      $22,134         $1,705         $1,397
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------
 
<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>
1998
Investment Products..........................    $  --         $  670          $326            $ --         $  368
Individual Life..............................       (1)           262           105              --             77
Corporate Owned Life Insurance...............       --            924            --             329            278
Other........................................       (1)            55            --              --             43
                                                 -----       -----------      -----           -----          -----
Consolidated operations......................    $  (2)        $1,911          $431            $329         $  766
                                                 -----       -----------      -----           -----          -----
                                                 -----       -----------      -----           -----          -----
1997
Investment Products..........................    $  --         $  677          $250            $ --         $  266
Individual Life..............................       --            242            83              --             77
Corporate Owned Life Insurance...............       --            439            --             240            259
Other........................................        4             21             2              --            (16)
                                                 -----       -----------      -----           -----          -----
Consolidated operations......................    $   4         $1,379          $335            $240         $  586
                                                 -----       -----------      -----           -----          -----
                                                 -----       -----------      -----           -----          -----
1996
Investment Products..........................    $(219)        $  744          $175            $ --         $  203
Individual Life..............................       --            245            59              --             68
Corporate Owned Life Insurance...............       --            545            --             634            144
Other........................................        6              1            --               1             12
                                                 -----       -----------      -----           -----          -----
Consolidated operations......................    $(213)        $1,535          $234            $635         $  427
                                                 -----       -----------      -----           -----          -----
                                                 -----       -----------      -----           -----          -----
</TABLE>
 
                            F-19     PROSPECTUS
<PAGE>
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, 1998
Life insurance in force...........................  $326,400     $200,782        $18,289      $143,907        12.7%
Premiums and other considerations
  Life insurance and annuities....................  $  2,329     $    271        $   142      $  2,200         6.5%
  Accident and health insurance...................       393          383              8            18        44.4%
                                                    --------  --------------     -------      --------
Total premiums and other considerations...........  $  2,722     $    654        $   150      $  2,218         6.8%
                                                    --------  --------------     -------      --------
                                                    --------  --------------     -------      --------
For the year ended December 31, 1997
  Life insurance in force.........................  $245,487     $178,771        $33,156      $ 99,872        33.2%
Premiums and other considerations
  Life insurance and annuities....................  $  1,818     $    340        $   157      $  1,635         9.6%
  Accident and health insurance...................       346          346              2             2       100.0%
                                                    --------  --------------     -------      --------
Total premiums and other considerations...........  $  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%
Premiums and other considerations
  Life insurance and annuities....................  $  1,801     $    298        $   169      $  1,672        10.1%
  Accident and health insurance...................       337          325             21            33        63.6%
                                                    --------  --------------     -------      --------
Total premiums and other considerations...........  $  2,138     $    623        $   190      $  1,705        11.1%
                                                    --------  --------------     -------      --------
                                                    --------  --------------     -------      --------
</TABLE>
 
                            F-20     PROSPECTUS
<PAGE>








                                        PART C


<PAGE>


                                  OTHER INFORMATION

Item 27.  Exhibits

     (a)  Resolution of the Board of Directors of Hartford Life Insurance
          Company ("Hartford") authorizing the establishment of the Separate
          Account.(1)

     (b)  Not Applicable.

     (b)  Principal Underwriting Agreement.(2)

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

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

     (f)  Certificate of Incorporation of Hartford(3) and Bylaws of 
          Hartford.(2)

     (g)  Form of Reinsurance Contract.

     (h)  Form of Participation Agreement.

     (i)  Not Applicable.

     (j)  Not Applicable.

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

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

     (m)  Not Applicable.

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

     (o)  No financial statement will be omitted.

     (p)  Not Applicable.

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

     (r)  Power of Attorney.

     (s)  Organizational Chart.

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

(1)  Incorporated by reference to Post-Effective Amendment No. 2 to the
     Registration Statement on Form S-6, File No. 33-83656 of Hartford Life
     Insurance Company filed with the Securities and Exchange Commission on 
     May 1, 1995.

(2)  Incorporated by reference to Post-Effective Amendment No. 3 to the
     Registration Statement on Form S-6, File No. 33-83656 of Hartford Life
     Insurance Company filed with the Securities and Exchange Commission on 
     May 1, 1996.

(3)  Incorporated by reference to Post-Effective Amendment No. 4 to the
     Registration Statement on Form S-6, File No. 33-83656 of Hartford Life
     Insurance Company filed with the Securities and Exchange Commission on
     April 16, 1997.

<PAGE>

Item 28.  Officers and Directors.

- -------------------------------------------------------------------------------
NAME                    POSITION WITH HARTFORD
- -------------------------------------------------------------------------------
Wendell J. Bossen       Vice President
- -------------------------------------------------------------------------------
Gregory A. Boyko        Senior Vice President, Director*
- -------------------------------------------------------------------------------
Peter W. Cummins        Senior Vice President
- -------------------------------------------------------------------------------
Timothy M. Fitch        Vice President 
- -------------------------------------------------------------------------------
Mary Jane B. Fortin     Vice President & Chief Accounting Officer 
- -------------------------------------------------------------------------------
David T. Foy            Senior Vice President & Treasurer
- -------------------------------------------------------------------------------
Lynda Godkin            Senior Vice President, General Counsel and Corporate
                        Secretary, Director*
- -------------------------------------------------------------------------------
Lois W. Grady           Senior Vice President    
- -------------------------------------------------------------------------------
Stephen T. Joyce        Vice President
- -------------------------------------------------------------------------------
Michael D. Keeler       Vice President
- -------------------------------------------------------------------------------
Robert A. Kerzner       Senior Vice President
- -------------------------------------------------------------------------------
Thomas M. Marra         Executive Vice President, Director*
- -------------------------------------------------------------------------------
Joseph J. Noto          Vice President
- -------------------------------------------------------------------------------
Craig R. Raymond        Senior Vice President and Chief Actuary
- -------------------------------------------------------------------------------
Donald A. Salama        Vice President
- -------------------------------------------------------------------------------
Lowndes A. Smith        President and Chief Executive Officer, Director*  
- -------------------------------------------------------------------------------
David M. Znamierowski   Senior Vice President, Director*
- -------------------------------------------------------------------------------

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

________________________
*Denotes Board of Directors of Hartford.

Item 29.  Persons Controlled By or Under Common Control with the Depositor or 
          Registrant

          Filed herewith as Exhibit(s).

Item 30:  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.

<PAGE>

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


<PAGE>


     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.


     Item 31.  Principal Underwriters

     (a)  HSD acts as principal underwriter for the following investment
          companies:

          Hartford Life Insurance Company - Separate Account One
          Hartford Life Insurance Company - Separate Account Two 
          Hartford Life Insurance Company - Separate Account Two 
           (DC Variable Account I)
          Hartford Life Insurance Company - Separate Account Two
           (DC Variable Account II)
          Hartford Life Insurance Company - Separate Account Two
           (QP Variable Account)
          Hartford Life Insurance Company - Separate Account Two
           (Variable Account "A")
          Hartford Life Insurance Company - Separate Account Two
           (NQ Variable Account)
          Hartford Life Insurance Company - Putnam Capital Manager
           Trust Separate Account 
          Hartford Life Insurance Company - Separate Account Three
          Hartford Life Insurance Company - Separate Account Five
          Hartford Life Insurance Company - Separate Account Seven
          Hartford Life and Annuity Insurance Company - Separate Account One
          Hartford Life and Annuity Insurance Company - Putnam Capital Manager
           Trust Separate Account Two
          Hartford Life and Annuity Insurance Company - Separate Account Three
          Hartford Life and Annuity Insurance Company - Separate Account Five 
          Hartford Life and Annuity Insurance Company - Separate Account Six
          Alpine Life Insurance Company VA - Separate Account One
          Alpine Life Insurance Company VL - Separate Account Two
          American Maturity Life Insurance Company - Separate Account AMLVA
          Royal Life Insurance Company of America VA - Separate Account One
          Royal Life Insurance Company of America VL - Separate Account Two

<PAGE>



     (b)  Directors and Officers of HSD

<TABLE>
<CAPTION>
     Name and Principal                Positions and Offices
      Business Address                   With Underwriter
     -------------------               ---------------------
     <S>                      <C>
     Lowndes A. Smith         President and Chief Executive Officer, Director
     Thomas M. Marra          Executive Vice President, Director
     Robert A. Kerzner        Executive Vice President
     Lynda Godkin             Senior Vice President, General Counsel and 
                              Corporate Secretary, Director
     Peter W. Cummins         Senior Vice President
     David T. Foy             Treasurer
     George R. Jay            Controller
</TABLE>

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

Item 32.  Location of Accounts and Records

          All of the accounts, books, records or other documents required to be
          kept by Section 31(a) of the Investment Company Act of 1940 and rules
          thereunder, are maintained by Hartford at 200 Hopmeadow Street,
          Simsbury, Connecticut 06089.

Item 33.  Management Services

All management contracts are discussed in Part A and Part B of this 
Registration Statement.

Item 34.  Representation of Reasonableness of Fees

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.







<PAGE>



                                     SIGNATURES
                                     ----------

Pursuant to the requirements of the Securities Act and the Investment Company 
Act, the Registrant certifies that it meets all of the requirements for 
effectiveness of this registration statement under rule 485(b) under the 
Securities Act and has duly caused this registration statement to be signed 
on its behalf by the undersigned, duly authorized, in the Town of Simsbury, 
and State of Connecticut on this 12th day of April 1999.

HARTFORD LIFE INSURANCE COMPANY 
SEPARATE ACCOUNT FIVE
(Registrant)

*By: David T. Foy                               *By: /s/ Marianne O'Doherty
     ----------------------------                    ------------------------
     David T. Foy, Senior Vice                       Marianne O'Doherty 
     President & Treasurer                           Attorney-In-Fact

HARTFORD LIFE INSURANCE COMPANY
(Depositor)

*By: David T. Foy
     ---------------------------
     David T. Foy, Senior Vice 
     President & Treasurer
 
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,
   Director *                                      
Lynda Godkin, Senior Vice President, General
   Counsel & Corporate Secretary, Director*
Thomas M. Marra, Executive Vice                   *By: /s/ Marianne O'Doherty
   President, Director*                                ------------------------
Lowndes A. Smith, President,                           Marianne O'Doherty 
   Chief Executive Officer,                            Attorney-In-Fact
   Director *                                     
David M. Znamierowski, Senior Vice                Dated: April 12, 1999
   President, Director*


<PAGE>

                                          
                                          
                                          
                                          
                                   EXHIBIT INDEX
                                          
                                          
1.1  Form of Reinsurance Contract.

1.2  Form of Participation Agreement.

1.3  Opinion and Consent of Lynda Godkin, Senior Vice President, General 
     Counsel and Corporate Secretary.

1.4  Opinion and Consent of Michael R. Winterfield, FSA, MAAA.

1.5  Consent of Arthur Andersen LLP, Independent Public Accountants.

1.6  Power of Attorney.

1.7  Organizational Chart.    




<PAGE>


                           AUTOMATIC YEARLY RENEWABLE TERM

                                REINSURANCE AGREEMENT




                                       between




                    HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
                          HARTFORD LIFE INSURANCE COMPANY
                                        and
                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                          
                                          
                                          
                                        and
                                          
                                          
                                          
                                    [REINSURER]
                                          
                                          
                                          
                                 Effective: [DATE]


<PAGE>

                                       ARTICLES

     I.        Parties to the Agreement . . . . . . . . . . . . . 1
     II.       Reinsurance Coverage . . . . . . . . . . . . . . . 1
     III.      Liability. . . . . . . . . . . . . . . . . . . . . 3
     IV.       Reinsurance Premiums . . . . . . . . . . . . . . . 4
     V.        Oversights . . . . . . . . . . . . . . . . . . . . 5
     VI.       Changes, Reductions and Terminations . . . . . . . 6
     VII.      Increase in Retention. . . . . . . . . . . . . . . 7
     VIII.     Reinstatement. . . . . . . . . . . . . . . . . . . 8
     IX.       Expenses . . . . . . . . . . . . . . . . . . . . . 9
     X.        Claims . . . . . . . . . . . . . . . . . . . . . . 9
     XI.       Extra-Contractual Damages. . . . . . . . . . . . .11
     XII.      Inspection of Records. . . . . . . . . . . . . . .12
     XIII.     DAC Tax - Section 1.848-2 (g)(8) Election. . . . .12
     XIV.      Insolvency . . . . . . . . . . . . . . . . . . . .13
     XV.       Offset . . . . . . . . . . . . . . . . . . . . . .14
     XVI.      Arbitration. . . . . . . . . . . . . . . . . . . .14
     XVII.     Termination. . . . . . . . . . . . . . . . . . . .15
     XVIII.    Entire Agreement and Amendments. . . . . . . . . .15
     XIX.      Effective Date . . . . . . . . . . . . . . . . . .16
     XX.       Execution. . . . . . . . . . . . . . . . . . . . .17


                                     SCHEDULES

                         A  Specifications
                         B  Basis of Reinsurance
                                          
                                          
                                      EXHIBITS
                                          
                         I   Reinsurance Premiums
                         II  Retention, Binding, and Issue Limits


All Schedules and Exhibits attached will be considered part of this Reinsurance
                                      Agreement.


<PAGE>

                                     ARTICLE I
                                          
                              PARTIES TO THE AGREEMENT
                                          
This Agreement is between three Hartford Life Companies, Hartford Life Insurance
Company, Hartford Life and Accident Insurance Company, and Hartford Life and
Annuity Insurance Company (collectively referred to as the Ceding Company) and
[Reinsurance Company] (referred to as the Reinsurer).  The Reinsurer agrees that
the terms and conditions of this Agreement shall apply to each of the Hartford
Life Companies individually, unless otherwise set forth herein.


                                      ARTICLE II

                                 REINSURANCE COVERAGE

Reinsurance under this Agreement will apply to insurance issued by Ceding
Company on the Plans of Insurance shown in Schedule A.  Such Plans of Insurance
shall be reinsured with the Reinsurer on an automatic basis, subject to the
requirements set forth in Section A below or on a facultative basis, subject to
the requirements set forth in Section B below.  The specifications for all
reinsurance under this Agreement are provided in Schedule A.

A.   Requirements for Automatic Reinsurance

     For risks which meet the requirements for automatic reinsurance as set
     forth below, Reinsurer will participate in a reinsurance pool whereby
     Reinsurer will automatically reinsure a portion of the insurance risks as
     indicated in Schedule A. The requirements for automatic reinsurance are as
     follows:

     1.   Each life must be a resident of the United States or Canada at the
          time of application.

     2.   Each life must be underwritten according to the Ceding Company's
          standard underwriting practices and guidelines.  Any life falling into
          the category of special underwriting programs will be excluded from
          this Agreement unless previously agreed to by the Reinsurer via a
          written amendment.

     3.   Any risk offered on a facultative basis by the Ceding Company to the
          Reinsurer or any other company will not qualify for automatic
          reinsurance under this Agreement for the same risk and same life.

     4.   The maximum issue age on any risk will be age 85.


<PAGE>

     5.   The mortality rating on each risk must not exceed Table 16, Table P,
          or 500%, or its equivalent, as shown in the Ceding Company's retention
          schedule, on a flat extra premium basis.  However, one life may be
          uninsurable if the other life meets the preceding requirements.

     6.   The total face amount of insurance for the Plans of Insurance in
          Schedule A to be reinsured on an automatic basis must not exceed the
          Automatic Issue Limits in Exhibit II.

     7.   The total amount of insurance issued and applied for in all companies
          on each life must not exceed the jumbo limits as stated in Exhibit II.

     8.   The Ceding Company shall retain it's maximum limit of retention for
          the age and risk classification of each life, as shown in Exhibit II,
          either on previous insurance or insurance currently applied for.


B.   Requirements for Facultative Reinsurance

     1.   If the requirements for automatic reinsurance are met, but the Ceding
          Company prefers to apply for facultative reinsurance with the
          Reinsurer, or if the requirements for automatic reinsurance are not
          met and the Ceding Company applies for facultative reinsurance with
          the Reinsurer, then the Ceding Company must submit to the Reinsurer
          all the papers relating to the insurability of each life for
          facultative reinsurance.

     2.   For applications for facultative reinsurance, Ceding Company will send
          copies of all of the papers relating to the insurability of each life
          to the Reinsurer.  After the Reinsurer has examined the request, the
          Reinsurer will promptly notify the Ceding Company of the underwriting
          offer subject to additional requirements or the final underwriting
          offer.  The final underwriting offer on the risk will automatically
          terminate upon the earlier of the withdrawal of the application or 120
          days from the date of the final offer, unless accepted earlier.

     3.   Notwithstanding the above, if the requirements for automatic
          reinsurance are met except that the face amount of insurance applied
          for is greater than the Automatic Issue Limit, but does not exceed the
          Auto Process Limit, then the Ceding Company will submit to the Lead
          Reinsurer,(as designated in Schedule A), all papers relating to the
          insurability of each life.  The Lead Reinsurer


<PAGE>

          shall review the papers to determine if the risk should be reinsured
          by the Pool, and, if so, on what basis.  The Lead Reinsurer shall
          provide Ceding Company with a response within 24 hours of receipt of
          the papers.  Approval of the Lead Reinsurer shall be binding on all
          other Pool members.  This process shall be known as Automatic
          Processing and subject to the limitations in Exhibit II.

C.   Basis of Reinsurance

     Reinsurance under this Agreement will be on the basis as stated in Schedule
     B.

D.   Policy Forms.

     When requested, the Ceding Company will furnish the Reinsurer with a copy
     of each policy, rider, rate book, and applicable sales or marketing
     material which applies to the life insurance reinsured hereunder.


                                     ARTICLE III

                                      LIABILITY

A.   The Reinsurer's liability for automatic reinsurance will begin
     simultaneously with the Ceding Company's liability except for those risks
     which qualify for automatic reinsurance but are submitted on a facultative
     basis.


B.   The Reinsurer's liability for facultative reinsurance will begin
     simultaneously with the Ceding Company's liability once the Reinsurer has
     accepted the application for facultative reinsurance and the Ceding Company
     has accepted the offer.

C.   In no event shall the reinsurance be in force and binding if the issuance
     and delivery of such insurance constituted the doing of business in a
     jurisdiction in which the ceding company was not properly licensed.

D.   The Reinsurer's liability for reinsurance on each risk will terminate when
     the Ceding Company's liability terminates.

E.   The liability of each pool member shall be separate and not joint with the
     other pool members.

F.   Payment of reinsurance premiums is a condition precedent to the Reinsurer's
     liability.


<PAGE>

G.   The Reinsurer shall establish reserves on Reinsurer's portion of the policy
     on the reserve basis specified in Schedule B.


<PAGE>

                                      ARTICLE IV

                                 REINSURANCE PREMIUMS

A.   Computation.

     Premiums for reinsurance under this Agreement will be computed as described
     in Exhibit I.  

B.   Premium Accounting.

     1.   Payment of Reinsurance Premiums.

          For automatic and facultative reinsurance, following the close of each
          calendar month, the Ceding Company will send the Reinsurer a statement
          and a listing of new business, changes and terminations.

          If a net reinsurance premium balance is payable to the Reinsurer, the
          Ceding Company will forward this balance within (60) sixty days after
          the close of each month.

          If a net reinsurance premium balance is payable to the Ceding Company,
          the balance due will be subtracted from the reinsurance premium
          payable by Ceding Company for the current month and any remaining
          balance due the Ceding Company shall be paid by the Reinsurer within
          (60) sixty days after the Ceding Company submits the statement.

     2.   Non-Payment of Premium

          If reinsurance premiums are delinquent, the Reinsurer has the right to
          terminate the reinsurance risks on those policies listed on the
          delinquent monthly statement by giving the Ceding Company ninety days'
          advance written notice.  If the delinquent premiums have not been paid
          as of the close of the ninety-day period, the Reinsurer's liability
          will terminate for the risks described in the delinquency notice.

          Regardless of the termination, the Ceding Company will continue to be
          liable to the Reinsurer for all unpaid reinsurance premiums earned.


     3.   Reinstatement


<PAGE>

          The Ceding Company may reinstate the risks terminated due to non
          payment of reinsurance premium within sixty days after the effective
          date of termination by paying the unpaid reinsurance premiums for the
          risks in force prior to the termination.  However, the Reinsurer will
          not be liable for any claim incurred between the date of termination
          and reinstatement.  The effective date of reinstatement will be the
          date the required back premiums are received.

     4.   Currency

          The reinsurance premiums and benefits payable under this Agreement
          will be payable in the lawful money of the United States.

     5.   Detailed Listing

          The Ceding Company will send the Reinsurer a detailed listing of all
          reinsurance in force as of the close of the immediately preceding
          calendar year.

     6.   Guaranteed Rates

          For technical reasons relating to the uncertain status of deficiency
          reserve requirements by the various state insurance departments, the
          life reinsurance rates cannot be guaranteed for more than one year. 
          On all reinsurance ceded at these rates, however, the Reinsurer
          anticipates continuing to accept premiums on the basis of the rates
          shown in Exhibit I.


                                     ARTICLE V

                                      OVERSIGHTS

If there is an unintentional oversight or misunderstanding in the administration
of this Agreement by Ceding Company or Reinsurer, it can be corrected provided
the correction takes place within a reasonable time after the oversight or
misunderstanding is first discovered.  Both Ceding Company and the Reinsurer
will be restored to the position they would have occupied had the oversight or
misunderstanding not occurred.


<PAGE>

                                      ARTICLE VI

                         CHANGES, REDUCTIONS AND TERMINATIONS

A.   Replacement or Change

     If there is a contractual change or non-contractual replacement of the
     insurance reinsured under this Agreement where full underwriting evidence
     according to the Ceding Company's regular underwriting rules is not
     required, the insurance may continue to be reinsured with the Reinsurer
     provided it meets the minimum reinsurance cession amount stated in Schedule
     A.  If a non-contractual change is requested on a facultatively reinsured
     policy, the Reinsurer must consent to the change.

B.   Increases or Decreases

     1.   If the policy face amount of a risk reinsured automatically under this
          Agreement increases and:

          a.   The increase is subject to new underwriting evidence, then the
               provisions of Article Ii, Section A, shall apply to the increase
               in reinsurance.

          b.   The increase is not subject to new underwriting evidence, then
               Reinsurer will accept automatically the increase in reinsurance
               but not to exceed the automatic binding limit.

     2.   If the policy face amount increases, the Ceding Company's retention
          will be filled first, then any remaining risk of the increase will be
          ceded to the Reinsurer as of the effective date of the increase.  If
          the policy face amount is reduced, the reinsurance will be reduced
          first, thereby maintaining the Ceding Company's retention.  Reinsurer
          will refund to Ceding Company all unearned reinsurance premiums not
          including policy fees, less applicable allowances, arising from
          reductions, terminations and changes as described in this Article.

     3.   In the event of a reduction in the face amount of a policy which was
          ceded facultatively, the Reinsurer's percentage of the reduced face
          amount should be the same percentage of the initial reinsurance ceded.

     4.   Increases in face amount of policies reinsured on a facultative basis,
          will be submitted to the Reinsurer for acceptance.


<PAGE>

C.   Reduction in Retained Coverage

     If any portion of the aggregate insurance retained by Ceding Company on an
     individual life reduces or terminates, any reinsurance under this Agreement
     based on the same life may also be reduced or terminated.  Ceding Company
     will reduce the reinsurance by applying the retention limits which were in
     effect at the time each policy was issued.  Ceding Company will not be
     required to retain an amount in excess of its regular retention limit for
     the age, mortality rating and risk classification at the time of issue for
     any policy on which reinsurance is being reduced.

     The reinsurance to be terminated or reduced will be determined by
     chronological order in which the reinsurance was first reinsured, thereby
     reducing or terminating the oldest risks first.

D.   Multiple Reinsurers

     If a risk is shared by more than one reinsurer, Reinsurer's percentage of
     any increased or reduced reinsurance will be the same as its initial
     percentage of the reinsurance for that risk.

E.   Termination

     If the policy for a risk reinsured under this Agreement is terminated, the
     reinsurance for the risk involved will be terminated on the effective date
     of termination.

F.   Facultative

     On facultative reinsurance, if Ceding Company wishes to reduce the
     mortality rating, this reduction will be subject to and reinsured under the
     facultative provisions of this Agreement.


                                     ARTICLE VII

                                INCREASE IN RETENTION


A.   If the Ceding Company should increase the retention limits as listed in
     Exhibit II, prompt written notice of the increase must be given to the
     Reinsurer.

B.   In the event of an increase in retention, the Ceding Company will have the
     option of recapturing the reinsurance under this Agreement when the
     retention limit increases.  The Ceding Company may exercise its option to


<PAGE>

     recapture by giving written notice to the Reinsurer within ninety days
     after the effective date of the increase.

C.   If the Ceding Company exercises its option to recapture, then

     1.   The Ceding Company must reduce the reinsurance on each risk on which
          the Ceding Company retained the maximum retention limit that was in
          effect at the time the reinsurance was ceded to the Reinsurer.

     2.   No recapture will be made to reinsurance on a risk if (a) the Ceding
          Company retained a special retention limit less than the maximum
          retention limit in effect at the time the reinsurance was ceded to the
          Reinsurer, or if (b) the Ceding Company did not retain insurance on
          the risk.

     3.   The Ceding Company must increase its total amount of insurance on the
          risk up to the new retention limit by reducing the reinsurance.  If a
          risk is shared by more than one reinsurer, the Reinsurer's percentage
          of the reduced reinsurance will be the same as the initial percentage
          on the individual risk.

     4.   Upon increasing the retention limit, the reduction in reinsurance will
          become effective  on the next annual premium anniversary of those
          policies  that have been inforce for at least ten (10) years.


                                     ARTICLE VIII

                                    REINSTATEMENT

If an insurance policy lapses for nonpayment of premium and is reinstated under
the Ceding Company's terms and rules, the reinsurance will be reinstated by the
Reinsurer as follows:

A.   Automatic Cases:

     The Ceding Company must pay the Reinsurer all back reinsurance premiums in
     the same manner as the Ceding Company received insurance premiums under the
     policy.  When the policy is reinstated by the Ceding Company, the
     reinsurance will be automatically reinstated.


B.   Facultative Cases:

     If the Ceding Company requires reinstatement evidence of insurability, the 

<PAGE>

     Ceding Company will submit it to the Reinsurer for approval.  In such
     cases, the Reinsurer's approval is required for the reinsurance to be
     reinstated.  Upon the Reinsurer's approval, the Ceding Company must pay the
     Reinsurer all back reinsurance premiums in the same manner as the Ceding
     Company received insurance premium under the policy.


                                      ARTICLE IX

                                       EXPENSES

The Ceding Company must pay the expense of all medical examinations, inspection
fees and other charges in connection with the issuance of the insurance.


                                      ARTICLE X

                                        CLAIMS

A.   Liability

     The Reinsurer's liability for the insurance benefits reinsured under this
     Agreement will be the same as the Ceding Company's liability for such
     benefits.  All reinsurance claim settlements will be subject to the terms
     and conditions of the particular contract under which the Ceding Company is
     liable.

B.   Notification

     When the Ceding Company is advised of a claim, the Reinsurer must be
     notified promptly.

C.   Claim Payment

     1.  Automatic Reinsurance on a Risk

          If a claim is made on a risk reinsured automatically under this
          Agreement and is not contested by the Ceding Company, Reinsurer will
          abide by the issue as it is settled by the Ceding Company.  Copies of
          proofs or other written matters relating to any claim reimbursements
          under this Agreement shall be furnished to the Reinsurer upon written
          request.  The Ceding Company will receive payment of the reinsurance
          proceeds from the Reinsurer when the Ceding Company makes the
          settlement of the policy proceeds and delivers a copy of the proof of
          death, check copy or


<PAGE>

          proof of payment and the claimant's statement to the Reinsurer.

     2.   Facultative Reinsurance on a Risk

               If a claim is made on a risk reinsured facultatively under this
               Agreement, the Ceding Company shall submit to Reinsurer all
               relevant and/or requested documents and papers related to the
               claim along with Ceding Company's recommendation.  Ceding Company
               shall then wait five days from the date of mailing during which
               time Reinsurer shall have the opportunity to advise Ceding
               Company of its consent or disagreement with the recommendation. 
               In the event Reinsurer does not contact Ceding Company within the
               five day period, Reinsurer shall be deemed to have approved the
               recommendation and Ceding Company shall be authorized to act
               accordingly.  The Ceding Company will receive payment of the
               reinsurance proceeds from Reinsurer when Ceding Company makes the
               settlement of the policy proceeds and delivers proof of payment
               to the Reinsurer.

     3.   Payment of Reinsurance Proceeds

               Payment of life reinsurance proceeds will be made in a single sum
               regardless of the Ceding Company's mode of settlement with the
               payee.

D.   Contested Claims

     The Ceding Company must promptly notify the Reinsurer of any intent to
     contest a claim reinsured under this Agreement or to assert defenses.  If
     the Ceding Company's contest of such claim results in the increase or
     reduction of liability, the Reinsurer will share in this increase or
     reduction.  The Reinsurer's share of the increase or decrease shall be
     proportional to their share of the met amount at risk on the date of death
     of the insured.

     If the Reinsurer should decline to participate in the contest or assertion
     of defenses, the Reinsurer will then release all of the liability by paying
     the Ceding Company the full amount of reinsurance and not sharing in any
     subsequent increase or reduction in liability.

E.   Misstatement of Age or Sex

     If the amount of insurance provided by the policy or policies reinsured
     under this Agreement is increased or reduced because of misstatement of age
     or sex established after the death of the insured, the Reinsurer will share
     with the Ceding Company in this increase or reduction.


<PAGE>

F.   Routine Expenses

     The Ceding Company will pay the routine expenses incurred in connection
     with settling claims.  These expenses may include compensation of agent and
     employees and the cost of routine investigations such as inspection
     reports.

G.   Non-Routine Expenses

     The Reinsurer will share with the Ceding Company all expenses that are not
     routine.  Expenses that are not routine are those directly incurred in
     connection with the contest or the possibility of a contest of a claim or
     the assertion of defenses, including legal expenses.  The expenses will be
     shared in proportion to the net amount at risk for the Ceding Company and
     Reinsurer.  However, if the Reinsurer has released the liability under
     Section D of this Article, the Reinsurer will not share in any expenses
     incurred after the date of the Reinsurer's release.

H.   Contestable Period

     If, during the contestable period, Ceding Company is notified of the death
     of the first joint insured, the Ceding Company will investigate the case.


                                      ARTICLE XI

                              EXTRA-CONTRACTUAL DAMAGES

In no event will the Reinsurer have any liability for any extra-contractual
damages which are awarded against the Ceding Company as a result of acts,
omissions or course of conduct committed by the Ceding Company in connection
with the insurance reinsured under this Agreement.

The Reinsurer does recognize that circumstances may arise under which the
Reinsurer, in equity, should share, to the extent permitted by law, in paying
certain assessed damages.  Such circumstances are difficult to define in
advance, but involve those situations in which the Reinsurer was an active party
in the act, omission or course of conduct which ultimately results in the
assessment of such damages.  The extent of such sharing is dependent on good
faith assessment of culpability in each case, but all factors being equal, the
division of any such assessment would be in the proportion of total risk
accepted by each party for the plan of insurance involved.


                                     ARTICLE XII


<PAGE>

                                INSPECTION OF RECORDS

Each party will have the right, at any reasonable time and upon reasonable
notice, to inspect the other party's books and documents which relate to
reinsurance under this Agreement.


                                     ARTICLE XIII

                                       DAC TAX
                           SECTION 1.848-2(g) (8) ELECTION

A.   The Reinsurer and the Ceding Company hereby agree to the following pursuant
     to section 1.848-2(g)(8) of the Income Tax Regulations issued December 1992
     under Section 848 of the Internal Revenue Code of 1986, as amended.  This
     election shall be effective for 1993 and for all subsequent taxable years
     for which this Agreement remains in effect.

B.   The terms used in this Article are defined by reference to Regulation
     Section 1.848-2 in effect December 1992.

C.   The party with net positive consideration for this Agreement for each
     taxable year will capitalize specified policy acquisition expenses with
     respect to this Agreement without regard to the general deduction
     limitation of section 848(c)(1).

D.   Both parties agree to exchange information pertaining to the amount of net
     consideration under this Agreement each year to ensure consistency or as
     otherwise required by the Internal Revenue Service.

E.   The Ceding Company will submit to the Reinsurer by May 1 of each year a
     schedule of the calculation of the net consideration for the preceding
     calendar year.  This schedule of calculations will be accompanied by a
     statement signed by an officer of the Ceding Company stating that such net
     consideration will be reported in the tax return for the preceding calendar
     year.

F.   The Reinsurer may contest such calculation by providing an alternative
     calculation to the Ceding Company in writing within 30 days of receipt of
     Ceding Company's calculation.  If the Reinsurer does not notify the Ceding
     Company, Reinsurer will report the net consideration as determined by the
     Ceding Company in the tax return for the preceding calendar year.

G.   If the Reinsurer contests the Ceding Company's calculation of the net
     consideration, both parties will act in good faith to reach an agreement as


<PAGE>

     to the correct amount within thirty (30) days of the date the Reinsurer
     submits their alternative calculation.  If both parties reach agreement on
     an amount of net consideration, both parties shall report such amount in
     their respective tax returns for the previous calendar year.


                                     ARTICLE XIV

                                      INSOLVENCY


A.   Insolvency of Reinsurer

     If the Reinsurer becomes insolvent as determined by the Department of
     Insurance responsible for such determination, amounts due the Reinsurer
     will be paid net of the terms of this Agreement and directly to the
     liquidator, receiver, or statutory successor without decrease.  All
     reinsurance ceded  under this Agreement may be recaptured by the Ceding
     Company without charge or penalty as of the date Reinsurer fails to meet
     its obligations under this Agreement.

B.   Insolvency of Ceding Company

     If Hartford Life Insurance Company, Hartford Life and Accident Insurance
     Company or Hartford Life and Annuity Insurance Company should become
     insolvent, all reinsurance under this Agreement covering risks ceded by
     that particular company will be payable by Reinsurer directly to that
     Company's liquidator, receiver or statutory successor, on the basis of the
     liability of that Company under the policy or policies reinsured and
     without diminution because of the insolvency of the Company.  However, in
     the event of such insolvency, the liquidator, receiver or statutory
     successor will give written notice of a pending claim against Ceding
     Company on the reinsured policy.  It will do so within a reasonable time
     after the claim is filed in the insolvency proceedings.  During the
     pendency of such a claim, Reinsurer may investigate the claim and may, at
     its own expense, interpose any defense or defenses which it may deem
     available to the insolvent Company, its liquidator, receiver or statutory
     successor, in the proceedings where the claim is to be adjudicated.

     The expense thus incurred by Reinsurer will be chargeable against the
     insolvent Company, subject to court approval, as part of the expense of
     liquidation to the extent of a proportionate share of the benefit which may
     accrue to the insolvent Company solely as a result of the defense
     undertaken by Reinsurer.

     Where two or more reinsurers are involved in the same claim and a majority
     in interest elect to interpose defense to the claim, the expense


<PAGE>

     will be apportioned in accord with the terms of the reinsurance agreement
     as though the expense had been incurred by the insolvent Company.

     It is agreed that the insolvency of any one of the Hartford Life Companies
     shall not affect this Agreement as it applies to the remaining solvent
     companies.


                                      ARTICLE XV

                                        OFFSET

Any debts or credits, matured or unmatured, liquidated or unliquidated,
regardless of when they arose or were incurred, in favor of or against either
the Ceding Company or the Reinsurer with respect to this Agreement or with
respect to any other claim of one party against the other are deemed mutual
debts or credits, as the case may be, and shall be set off, and only the balance
shall be allowed or paid.  In the event the Ceding Company becomes insolvent,
offsets shall be allowed in accordance with applicable law.


                                     ARTICLE XVI

                                     ARBITRATION

Any disagreement, controversy, or claim arising out of or relating to this
Agreement between the Reinsurer and any one of the Hartford Life Companies will
be settled by arbitration.  There will be three arbitrators chosen among current
or retired  officers of life insurance companies other than parties or their
affiliates.  Each party to the dispute will appoint one of the arbitrators and
these two arbitrators will select the third arbitrator.  In the event that
either party should fail to choose an arbitrator within 30 days following a
written request by the other party to do so, the requesting party may choose two
arbitrators who shall in turn choose a third arbitrator before entering upon
arbitration.  If the two arbitrators fail to agree upon the selection of a third
arbitrator within 30 days following their appointment, each arbitrator shall
nominate three candidates within 10 days thereafter, two of whom the other shall
decline, and the decision shall be made by drawing lots.

Arbitration will be conducted in accordance with the Commercial Arbitration
Rules of the American Arbitration Association which will be in effect on the
date of delivery of demand for arbitration.  The arbitrators will base their
decision on the terms and conditions of this Agreement plus, as necessary, on
the customs and practices of the insurance and reinsurance industry rather than
solely on a strict interpretation of the applicable law.  The site of any
arbitration will be determined by a majority vote of the arbitrators.  All
expenses and fees of the


<PAGE>

arbitrations will be borne equally by the parties unless otherwise decreed by
the arbitrators.

The award agreed to by a majority of the arbitrators will be final and binding
and there will be no appeal from their decision.   Judgment may be entered upon
it in any court having jurisdiction.


                                     ARTICLE XVII

                                     TERMINATION

A.   Each Hartford Life Insurance Company and the Reinsurer may terminate this
     Agreement as it applies to the business of each by giving (90) ninety days'
     written notice of termination.  The  day the notice is deposited in the
     mail addressed to the Home Office, or to an Officer of each party, will be
     the first day of the (90) ninety-day period.

B.   During the (90) ninety-day period, this Agreement will continue to be in
     force between the terminating parties.

C.   After termination, the terminating parties shall remain liable under the
     terms of this Agreement for all automatic reinsurance which becomes
     effective prior to termination of this Agreement.  After termination the 
     terminating parties shall be liable for all automatic and facultative
     reinsurance which has an application date on or before the effective date
     of the termination.

D.   Termination by one or two of the Hartford Life Companies shall not affect
     this Agreement as it relates to the non-terminating Hartford Life Company
     (ies).


                                    ARTICLE XVIII

                            ENTIRE AGREEMENT AND AMENDMENT

A.   Entire Contract

     This Agreement with any attached Schedules and Exhibits, shall constitute
     the entire agreement between the parties with respect to the business being
     reinsured hereunder and there are no understandings between the parties
     other than as expressed herein.

B.   Modifications


<PAGE>

     Any modification or change to the provisions of this Agreement shall be
     null and void unless set forth in a written amendment to the Agreement
     which is signed by all parties to the amendment.


<PAGE>

                                    ARTICLE XIX

                                   EFFECTIVE DATE
                                          
The provisions of this Agreement shall be effective with respect to policies
issued on or after [date].


<PAGE>

                                      ARTICLE XX

                                      EXECUTION


[REINSURER]


By    _____________________________     Attest    __________________________

Title _____________________________     Title     __________________________

      ____________________________                __________________________

Date  _____________________________     Date      __________________________




HARTFORD LIFE INSURANCE COMPANY

HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY


By   _____________________________ Attest    __________________________


Date _____________________________ Date      __________________________


<PAGE>

                                      SCHEDULE A

                                    SPECIFICATIONS

TYPE OF BUSINESS

REINSURANCE POOL SHARE

PLANS OF INSURANCE

     DESCRIPTION                        GENERAL FORM NO'S.
     -----------                        ------------------





     RIDERS
     ------




MINIMUM REINSURANCE CESSION


LEAD REINSURER


<PAGE>

                                     SCHEDULE B

                                 BASIS OF REINSURANCE


LIFE PRODUCTS       Life reinsurance will be on the yearly renewable term (YRT)
                    basis for the amount at risk on the portion of the policy
                    reinsured by Reinsurer.  The amount at risk on a policy
                    shall be the death benefit of the policy less the amount
                    retained by the Ceding Company, less the cash value under
                    the policy.  The basis for determining Reinsurer's liability
                    shall be the amount at risk used for computation of the
                    reinsurance premium.


EXCHANGES           Exchanges from one last survivor plan reinsured under this
                    agreement to a different last survivor plan, for the purpose
                    of allowing the policyowner premium flexibility (UL) or
                    potentially higher investment return (VL), will be reinsured
                    hereunder as NEW BUSINESS at first year reinsurance rates if
                    the new plan has been fully underwritten and has new
                    contestable and suicide exclusion periods.  Otherwise, the
                    reinsurance rates will be point-in-scale.

RESERVE BASIS       Reserves are calculated according to the applicable CRVM
                    methodology, interest rate and mortality table. The
                    mortality tables used are male/female, smoker distinct, age
                    last birthday and ultimate.  The mortality rates are
                    frasierized.  There is a 1/2 qx unearned premium reserve
                    minimum.




<PAGE>

                               PARTICIPATION AGREEMENT


                                        Among

                           ______________________________,


                           ______________________________,


                           ______________________________,


                                         and

                           HARTFORD LIFE INSURANCE COMPANY


<PAGE>


                                  TABLE OF CONTENTS


                                                                        Page


 ARTICLE I.              Fund Shares                                     5


 ARTICLE II.             Representations and Warranties                  7


 ARTICLE III.            Prospectuses, Reports to Shareholders and       8
                         Proxy Statements; Voting


 ARTICLE IV.             Sales Material and Information                  11


 ARTICLE V.              Reserved                                        12


 ARTICLE VI.             Diversification                                 12



 ARTICLE VII.            Potential Conflicts                             12


 ARTICLE VIII.           Indemnification                                 14


 ARTICLE IX.             Applicable Law                                  20


 ARTICLE X.              Termination                                     20


 ARTICLE XI.             Notices                                         23


 ARTICLE XII.            Foreign Tax Credits                             23


 ARTICLE XIII.           Miscellaneous                                   23


 SCHEDULE A              Separate Accounts and Contracts                 27


 SCHEDULE B              Participating Life Investment Trust             28
                         Portfolios


 SCHEDULE C              Proxy Voting Procedures                         29

<PAGE>

                               PARTICIPATION AGREEMENT

                                        Among

                                        [FUND]

                                    [UNDERWRITER]

                                      [ADVISER]

                                         and

                           HARTFORD LIFE INSURANCE COMPANY


     THIS AGREEMENT, made and entered into as of the _______ day of__________,
1998 by and among HARTFORD LIFE INSURANCE COMPANY (hereinafter the "Company"); a
Connecticut corporation, on its behalf and on behalf of each separate account of
the Company set forth on Schedule A hereto as may be amended from time to time
(each such account hereinafter referred to as the "Account") and
_______________________, a __________ corporation established under the laws of
the state of _________ ("state") (hereinafter the "Fund"); and
______________________, a ___________ corporation (hereinafter the
"Underwriter") and ____________________, a ___________ corporation (hereinafter
the "Adviser").

     WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established by insurance companies for individual and group life insurance
policies and annuity contracts with variable accumulation and/or pay-out
provisions (hereinafter referred to individually and/or collectively as
"Variable Insurance Products"); and 

     WHEREAS, insurance companies desiring to utilize the Fund as an investment
vehicle under their Variable Insurance Products are required to enter into
participation agreements with the Fund and the Underwriter (the "Participating
Insurance Companies"); and 

     WHEREAS, shares of the Fund are divided into several series of shares, 
each representing the interest in a particular managed portfolio of 
securities and other assets, any one or more of which may be made available 
for Variable Insurance Products of Participating Insurance Companies; and 

     WHEREAS, the Fund intends to offer shares of the series set forth on
Schedule B (each such series hereinafter referred to as a "Portfolio") as may be
amended from time to time by mutual agreement of the parties hereto, under this
Agreement to the Accounts of the Company;  and 

                                      3

<PAGE>

     WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, granting Participating Insurance Companies and Variable Insurance
Product separate accounts exemptions from the provisions of Sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by Variable Annuity Product separate accounts of both affiliated and
unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive
Order"); and 

     WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and 

     WHEREAS, the Adviser is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state securities
laws; and 

     WHEREAS, the Adviser is the investment adviser of the Portfolios of the
Fund; and 

     WHEREAS, the Underwriter is registered as a broker/dealer under the
Securities Exchange Act of 1934, as amended (hereinafter the "1934 Act"), is a
member in good standing of the National Association of Securities Dealers, Inc.
(hereinafter "NASD") and serves as principal underwriter of the shares of the
Fund; and 

     WHEREAS, the Company has registered or will register certain Variable
Insurance Products under the 1933 Act; and 

     WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution or under authority of the Board of
Directors of the Company, on the date shown for such Account on Schedule A
hereto, to set aside and invest assets attributable to the aforesaid Variable
Insurance Products; and 

     WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act unless exempt from such registration; and 

     WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid Variable Insurance Products and
the Underwriter is authorized to sell such shares to each such Account at net
asset value. 

     NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund, the Underwriter and the Adviser agree as follows: 

                                      4
<PAGE>

                              ARTICLE I.   FUND SHARES 

     1.1.      The Fund and the Underwriter agree to make available for purchase
by the Company shares of the Portfolios and shall execute orders placed for each
Account on a daily basis at the net asset value next computed after receipt by
the Fund or its designee of such order. For purposes of this Section 1.1, the
Company shall be the designee of the Fund and Underwriter for receipt of such
orders from each Account and receipt by such designee shall constitute receipt
by the Fund; provided that the Fund receives notice of such order by 10:00 a.m.
(local time where the Fund processes orders) on the next following Business Day.
Notwithstanding the foregoing, the Company shall use its best efforts to
provide the Fund with notice of such orders by 9:15 a.m. on the next following
Business Day. "Business Day" shall mean any day on which the New York Stock
Exchange is open for trading and on which the Fund calculates its net asset
value pursuant to the rules of the Securities and Exchange Commission, as set
forth in the Fund's prospectus and statement of additional information.
Notwithstanding the foregoing, the Board of Trustees of  the Fund (hereinafter
the "Board") may refuse to permit the Fund to sell shares of any Portfolio to
any person, or suspend or terminate the offering of shares of any Portfolio if
such action is required by law or by regulatory authorities having jurisdiction
or is, in the sole discretion of the  Board acting in good faith and in light of
their fiduciary duties under federal and any applicable  state laws, necessary
in the best interests of the shareholders of such Portfolio. 

     1.2.      The Fund and the Underwriter agree that shares of the Fund will
be sold only to Participating Insurance Companies for their Variable Insurance
Products. No shares of any Portfolio will be sold to the general public. 

     1.3.      The Fund will not make its shares available for purchase by any
insurance company or separate account unless an agreement containing provisions
which afford the Company substantially the same protections currently provided
by Sections 2.1, 2.4, 2.9, 3.4 and Article VII of this Agreement is in effect to
govern such sales. 

     1.4.      The Fund and the Underwriter agree to redeem for cash, on the
Company's request, any full or fractional shares of the Fund held by the
Company, executing such requests on a daily basis at the net asset value next
computed after receipt by the Fund or its designee of the request for
redemption. For purposes of this Section 1.4, the Company shall be the designee
of the Fund for receipt of requests for redemption from each Account and receipt
by such designee shall constitute receipt by the Fund; provided that the
Underwriter receives notice of such request for redemption on the next following
Business Day in accordance with the timing rules described in Section 1.1. 

     1.5.      The Company agrees that purchases and redemptions of Portfolio
shares offered by the then current prospectus of the Fund shall be made in
accordance with the provisions of such prospectus. The Accounts of the Company,
under which amounts may be invested in the Fund are listed on Schedule A
attached hereto and incorporated herein by reference, as such

                                      5

<PAGE>

Schedule A may be amended from time to time by mutual written agreement of 
all of the parties hereto. The Company will give the Fund and the Underwriter 
concurrent written notice of its intention to make available in the future, 
as a funding vehicle under the Contracts, any other investment company. 

     1.6.      The Company will place separate orders to purchase or redeem
shares of each Portfolio. Each order shall describe the net amount of shares and
dollar amount of each Portfolio to be purchased or redeemed. In the event of net
purchases, the Company shall pay for Portfolio shares on the next Business Day
after an order to purchase Portfolio shares is made in accordance with the
provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted
by wire. In the event of net redemptions, the Portfolio shall pay the redemption
proceeds in federal funds transmitted by wire on the next Business Day after an
order to redeem Portfolio shares is made in accordance with the provisions of
Section 1.4 hereof. Notwithstanding the foregoing, if the payment of redemption
proceeds on the next Business Day would require the Portfolio to dispose of
Portfolio securities or otherwise incur substantial additional costs, and if the
Portfolio has determined to settle redemption transactions for all shareholders
on a delayed basis, proceeds shall be wired to the Company within seven (7) days
and the Portfolio shall notify in writing the person designated by the Company
as the recipient for such notice of such delay by 3:00 p.m. Eastern Time on the
same Business Day that the Company transmits the redemption order to the 
Portfolio. 

     1.7.      Issuance and transfer of the Fund's shares will be by book entry
only. Share certificates will not be issued to the Company or any Account.
Shares ordered from the Fund will be recorded in an appropriate title for each
Account or the appropriate subaccount of each Account. 

     1.8.      The Underwriter shall use its best efforts to furnish same day
notice by 6:00 p.m. in its local time zone (by wire or telephone, followed by
written confirmation) to the Company of any dividends or capital gain
distributions payable on the Fund's shares. The Company hereby elects to receive
all such dividends and capital gain distributions as are payable on the
Portfolio shares in additional shares of that Portfolio. The Company reserves
the right to revoke this election and  to receive all such dividends and capital
gain distributions in cash. The Fund shall notify the Company of the number of
shares so issued as payment of such dividends and distributions. 

     1.9.      The Underwriter shall make the net asset value per share of each
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and shall use its
best efforts to make such net asset value per share available by 6:00 p.m.
Eastern Time. In the event that Underwriter is unable to meet the 6:00 p.m. time
stated immediately above, then Underwriter shall provide the Company with
additional time to notify Underwriter of purchase or redemption orders pursuant
to Sections 1.1 and 1.4, respectively, above. Such additional time shall be
equal to the additional time that Underwriter takes to make the net asset values
available to the Company; provided, however, that notification

                                      6

<PAGE>

must be made by 11:00 a.m. Eastern Time on the Business Day such order is to 
be executed, regardless of when net asset valuer is made available. 

     1.10.     If Underwriter provides materially incorrect share net asset
value information through no fault of the Company, the Company shall be entitled
to an adjustment with respect to the Fund shares purchased or redeemed to
reflect the correct net asset value per share. The determination of the
materiality of any net asset value pricing error shall be based on the SEC's
recommended guidelines regarding such errors. The correction of any such errors
shall be made at the Company level pursuant to the SEC's recommended guidelines.
Any material error in the calculation or reporting of net asset value per share,
dividend or capital gain information shall be reported promptly upon discovery
to the Company. 

                     ARTICLE II. REPRESENTATIONS AND WARRANTIES 

     2.1.      The Company represents and warrants that the interests of the
Accounts which offer the Funds (the "Contracts") are or will be registered
unless exempt and that it will maintain such registration under the 1933 Act and
the regulations thereunder to the extent required by the 1933 Act; that the
Contracts will be issued and sold in compliance with all applicable federal and
state laws and regulations. The Company further represents and warrants that it
is an insurance company duly organized and in good standing under applicable law
and that it has legally and validly established each Account prior to any
issuance or sale thereof as a segregated asset account under the Connecticut
Insurance Code and the regulations thereunder and has registered or, prior to
any issuance or sale of the Contracts, will register and will maintain the
registration of each Account as a unit investment trust in accordance with and
to the extent required by the provisions of the 1940 Act and the regulations
thereunder, unless exempt therefrom, to serve as a segregated investment account
for the Contracts. The Company shall amend its registration statement for its
contracts under the 1933 Act and the 1940 Act from time to time as required in
order to effect the continuous offering of its Contracts. 

     2.2.      The Fund and the Underwriter represent and warrant that Fund
shares sold pursuant to this Agreement shall be registered under the 1933 Act
and the regulations thereunder to the extent required by the 1933 Act, duly
authorized for issuance in accordance with the laws of State and sold in
compliance with all applicable federal and state securities laws and regulations
and that the Fund is and shall remain registered under the 1940 Act and the
regulations thereunder to the extent required by the 1940 Act. The Fund shall
amend the registration statement for its shares under the 1933 Act and the 1940
Act from time to time as required in order to effect the continuous offering of
its shares. The Fund shall register and qualify the shares for sale in
accordance with the laws of the various states only if and to the extent deemed
advisable by the Fund. 

     2.3.      The Fund and the Adviser represent that the Fund is currently
qualified as a Regulated Investment Company under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code") and that each will make every
effort to maintain such qualification (under

                                      7

<PAGE>

Subchapter M or any successor or similar provision) and that each will notify 
the Company immediately upon having a reasonable basis for believing that the 
Fund has ceased to so qualify or that the Fund might not so qualify in the 
future. 

     2.4.      The Company represents that each Account is and will continue to
be a "segregated account" under applicable provisions of the Code and that each
Contract is and will be treated as a "variable contract" under applicable
provisions of the Code and that it will make every effort to maintain such
treatment and that it will notify the Fund immediately upon having  a reasonable
basis for believing that the Account or Contract has ceased to be so treated or
that they might not be so treated in the future. 

     2.5.      The Fund represents that to the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act, the Fund
undertakes to have a board of directors, a majority of whom are not interested
persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance
distribution expenses. 

     2.6.      The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various 
states. 

     2.7.      The Fund and the Adviser represent that the Fund is duly
organized and validly existing under the laws of State and that the Fund does
and will comply in all material respects with the 1940 Act. 

     2.8.      The Underwriter represents and warrants that it is and shall
remain duly registered under all applicable federal and state laws and
regulations and that it will perform its obligations for the Fund and the
Company in compliance with the laws and regulations of its state of domicile and
any applicable state and federal laws and regulations.

     2.9.      The Company represents and warrants that all of its trustees,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are covered by a blanket fidelity
bond or similar coverage, in an amount equal to the greater of $5 million or any
amount required by applicable federal or state law or regulation. The aforesaid
includes coverage for larceny and embezzlement is issued by a reputable bonding
company.

ARTICLE III.  PROSPECTUSES; REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS; VOTING

     3.1.      The Fund shall provide the Company with as many printed copies of
the Fund's current prospectus and statement of additional information as the
Company may reasonably request. If requested by the Company in lieu of providing
printed copies the Fund shall provide camera-ready film or computer diskettes
containing the Fund's prospectus and statement of additional information, and
such other assistance as is reasonably necessary in order for the

                                      8

<PAGE>

Company once each year (or more frequently if the prospectus and/or statement 
of additional information for the Fund is amended during the year) to have 
the prospectus for the Contracts and the Fund's prospectus printed together 
in one document or separately. The Company may elect to print the Fund's 
prospectus and/or its statement of additional information in combination with 
other fund companies' prospectuses and statements of additional information. 

     3.2(a).   Except as otherwise provided in this Section 3.2, all expenses of
preparing, setting in type and printing and distributing Fund prospectuses and
statements of additional information shall be the expense of the Company. For
prospectuses and statements of additional information provided by the Company to
its existing owners of Contracts in order to update disclosure as required by
the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and
distributing shall be borne by the Fund. If the Company chooses to receive
camera-ready film or computer diskettes in lieu of receiving printed copies of
the Fund's prospectus and/or statement of additional information, the Fund shall
bear the cost of typesetting to provide the Fund's prospectus and/or statement
of additional information to the Company in the format in which the Fund is
accustomed to formatting prospectuses and statements of additional information,
respectively, and the Company shall bear the expense of adjusting or changing
the format to conform with any of its prospectuses and/or statements of
additional information. In such event, the Fund will reimburse the Company in an
amount equal to the product of x and y where x is the number of such
prospectuses distributed to owners of the Contracts, and y is the Fund's per
unit cost of printing the Fund's prospectuses. The same procedures shall be
followed with respect to the Fund's statement of additional information. The
Fund shall not pay any costs of typesetting, printing and distributing the
Fund's prospectus and/or statement of additional information to prospective
Contract owners. 

     3.2(b).   The Fund, at its expense, shall provide the Company with copies
of its proxy statements, reports to shareholders, and other communications
(except for prospectuses and statements of additional information, which are
covered in Section 3.2(a) above) to shareholders in such quantity as the Company
shall reasonably require for distributing to Contract owners.  The Fund shall
not pay any costs of distributing such proxy-related material, reports to
shareholders, and other communications to prospective Contract owners. 

     3.2(c).   The Company agrees to provide the Fund or its designee with such
information as may be reasonably requested by the Fund to assure that the Fund's
expenses do not include the cost of typesetting, printing or distributing any of
the foregoing documents other than those actually distributed to existing
Contract owners. 

     3.2(d)    The Fund shall pay no fee or other compensation to the Company
under this Agreement, except that if the Fund or any Portfolio adopts and
implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then
the Underwriter may make payments to the Company or to the underwriter for the
Contracts if and in amounts agreed to by the Underwriter in writing. 

                                      9

<PAGE>

     3.2(e)    All expenses, including expenses to be borne by the Fund pursuant
to Section 3.2 hereof, incident to performance by the Fund under this Agreement
shall be paid by the Fund.  The Fund shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal law
and, if and to the extent deemed advisable by the Fund, in accordance with
applicable state laws prior to their sale. The Fund shall bear the expenses for
the cost of registration and qualification of the Fund's shares. 

     3.3.      The Fund's statement of additional information shall be
obtainable from the Fund, the Underwriter, the Company or such other person as
the Fund may designate. 

     3.4.       If and to the extent required by law the Company shall
distribute all proxy material furnished by the Fund to Contract Owners to whom
voting privileges are required to be extended and shall: 

      (i)      solicit voting instructions from Contract owners; 

      (ii)     vote the Fund shares in accordance with instructions received
               from Contract owners; and 

     (iii)     vote Fund shares for which no instructions have been received in
               the same proportion as Fund shares of such Portfolio for 
               which instructions have been received, so long as and to the 
               extent that the Securities and Exchange Commission continues 
               to interpret the 1940 Act to require pass-through voting 
               privileges for variable contract owners. The Company reserves 
               the right to vote Fund shares held in any segregated asset 
               account in its own right, to the extent permitted by law. The 
               Fund and the Company shall follow the procedures, and shall 
               have the corresponding responsibilities, for the handling of 
               proxy and voting instruction solicitations, as set forth in 
               Schedule C attached hereto and incorporated herein by 
               reference.  Participating Insurance Companies shall be 
               responsible for ensuring that each of their separate  
               accounts participating in the Fund calculates voting 
               privileges in a manner consistent with the standards set 
               forth on Schedule C, which standards will also be provided to 
               the other Participating Insurance Companies. 

     (iv)      For unregistered separate accounts subject to the Employee
               Retirement Income Security Act of 1974 ("ERISA") to refrain 
               from voting shares for which no instructions are received if 
               such shares are held in an unregistered segregated asset 
               account subject to ERISA.

     3.5.      The Fund will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular the Fund will either provide
for annual meetings (except insofar as  the Securities and Exchange Commission
may interpret Section 16 not to require such meetings)

                                      10

<PAGE>

or comply with Section 16(c) of the 1940 Act (although the Fund is not one of 
the trusts described in Section 16(c) of that Act) as well as with Sections 
16(a) and, if and when applicable, 16(b).  Further, the Fund will act in 
accordance with the Securities and Exchange Commission's interpretation of 
the requirements of Section 16(a) with respect to periodic elections of 
directors and with whatever rules the Commission may promulgate with respect 
thereto. 

                    ARTICLE IV.  SALES MATERIAL AND INFORMATION 

     4.1.      The Company shall furnish, or shall cause to be furnished, to the
Fund, the Underwriter or their designee, each piece of sales literature or other
promotional material prepared by the Company or any person contracting with the
Company in which the Fund, the Adviser or the Underwriter is described, at least
ten Business Days prior to its use. No such material shall be used if the Fund,
the Adviser, the Underwriter or their designee reasonably objects to such use
within ten Business Days after receipt of such material. 

     4.2.      Neither the Company nor any person contracting with the Company
shall give any information or make any representations or statements on behalf
of the Fund or concerning the Fund in connection with the sale of the Contracts
other than the information or representations contained in the registration
statement or Fund prospectus, as such registration statement or Fund prospectus
may be amended or supplemented from time to time, or in reports to shareholders
or proxy statements for the Fund, or in sales literature or other promotional
material approved by the Fund or its designee, except with the permission of the
Fund or its designee. 

     4.3.      The Fund shall furnish, or shall cause to be furnished, to the
Company or its designee, each piece of sales literature or other promotional
material prepared by the Fund in which the Company or its Accounts, are
described at least ten Business Days prior to its use. No such material shall be
used if the Company or its designee reasonably objects to such use within ten
Business Days after receipt of such material. 

     4.4.      Neither the Fund nor the Underwriter shall give any information
or make any representations on behalf of the Company or concerning the Company,
each Account, or the Contracts, other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement or prospectus may be amended or supplemented from time to
time, or in published reports or solicitations for voting instruction for each
Account which are in the public domain or approved by the Company for
distribution to Contract owners, or in sales literature or other promotional
material approved by the Company or its designee, except with the permission of
the Company. 

     4.5.      The Fund will provide to the Company at least one complete copy
of all registration statements, prospectuses, statements of additional
information, reports, proxy statements, sales literature and other promotional
materials, applications for exemptions, requests for no-action letters, and all
amendments to any of the above, that relate to the Fund or its shares,
contemporaneously with the filing of such document with the Securities and
Exchange Commission or other regulatory authorities. 

                                      11

<PAGE>

     4.6.      The Company will provide to the Fund, upon the Fund's request, at
least one complete copy of all registration statements, prospectuses, statements
of additional information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions,
requests for no action letters, and all amendments to any of the above, that
relate to the investment in an Account or Contract, contemporaneously with the
filing of such document with the Securities and Exchange Commission or other
regulatory authorities. 

     4.7.      For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, any of the
following: advertisements (such as material published, or designed for use in, a
newspaper, magazine, or other periodical, radio, television, telephone or tape
recording, videotape display, signs or billboards, motion pictures, or other
public media), sales literature (i.e., any written communication distributed or
made generally available to customers or the public, including brochures,
circulars, research reports, market letters, form letters, seminar texts,
reprints or excerpts of any other advertisement, sales literature, or published
article), educational or training materials or other communications distributed
or made generally available to some or all agents or employees, and registration
statements, prospectuses, statements of additional information, shareholder
reports, and proxy materials.

                               ARTICLE V. [RESERVED] 

                           ARTICLE VI.   DIVERSIFICATION 

     6.1.      The Fund and the Adviser represent and warrant that, at all
times, the Fund will comply with Section 817(h) of the Code and Treasury
Regulation 1.817-5, relating to the diversification requirements for variable
annuity, endowment, or life insurance contracts and any amendments or other
modifications to such Section or Regulations. In the event the Fund ceases to so
qualify, it will take all reasonable steps (a) to notify Company of such event
and (b) to adequately diversify the Fund so as to achieve compliance within the
grace period afforded by Regulation 817-5. 

                         ARTICLE VII. POTENTIAL CONFLICTS 
                                          
     7.1.      The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by

                                      12

<PAGE>

variable annuity contract owners and variable life insurance contract owners; 
or (f) a decision by a Participating Insurance Company to disregard the 
voting instructions of contract owners. The Board shall promptly inform the 
Company if it determines that an irreconcilable material conflict exists and 
the implications thereof. 

     7.2.      The Company will report any potential or existing material
irreconcilable conflict of which it is aware to the Board. The Company will
assist the Board in carrying out its responsibilities under the Shared Funding
Exemptive Order, by providing the Board with all information reasonably
necessary for the Board to consider any issues raised. This includes, but is not
limited to, an obligation by the Company to inform the Board whenever contract
owner voting instructions are disregarded. 

     7.3.      If it is determined by a majority of the Board, or a majority of
its disinterested trustees, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1)
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected Contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance policy
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2) establishing a new
registered management investment company or managed separate account. No charge
or penalty will be imposed as a result of such withdrawal. The Company agrees
that it bears the responsibility to take remedial action in the event of a Board
determination of an irreconcilable material conflict and the cost of such
remedial action, and these responsibilities will be carried out with a view only
to the interests of Contract owners. 

     7.4.      If a material irreconcilable conflict arises because of a
decision by the Company to disregard contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote, the
Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement with respect to
such Account (at the Company's expense); provided, however that such withdrawal
and termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. No charge or penalty will be imposed as a
result of such withdrawal. The Company agrees that it bears the responsibility
to take remedial action in the event of a Board determination of an
irreconcilable material conflict and the cost of such remedial action, and these
responsibilities will be carried out with a view only to the interests of
Contract owners. 

                                      13

<PAGE>

     7.5.      For purposes of Sections 7.3 through 7.4 of this Agreement, a 
majority of the disinterested members of the Board shall determine whether 
any proposed action adequately remedies any irreconcilable material conflict, 
but in no event will the Fund be required to establish a new funding medium 
for the Contracts. The Company shall not be required by Section 7.3 through 
7.4 to establish a new funding medium for the Contracts if an offer to do so 
has been declined by vote of a majority of Contract owners materially 
adversely affected by the irreconcilable material conflict. 

     7.6.      If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,
or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
1940 Act or the rules promulgated thereunder with respect to mixed or shared
funding (as defined in the Shared Funding Exemptive Order) on terms and
conditions materially different from those contained in the Shared Funding
Exemptive Order, then the Fund and/or the Participating Insurance Companies, as
appropriate, shall take such steps as may be necessary to comply with Rules 6e-2
and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are
applicable. 

     7.7       Each of the Company and the Adviser shall at least annually
submit to the Board such reports, materials or data as the Board may reasonably
request so that the Board may fully carry out the obligations imposed upon them
by the provisions hereof and in the Shared Funding Exemptive Order, and said
reports, materials and data shall be submitted more frequently if deemed
appropriate by the Board. All reports received by the Board of potential or
existing conflicts, and all Board action with regard to determining the
existence of a conflict, notifying Participating Insurance Companies of a
conflict, and determining whether any proposed action adequately remedies a
conflict, shall be properly recorded in the minutes of the Board or other
appropriate records, and such minutes or other records shall be made available
to the Securities and Exchange Commission upon request. 

                          ARTICLE VIII.  INDEMNIFICATION 
                                          
     8.1.      INDEMNIFICATION BY THE COMPANY

     8.1 (a).   The Company agrees to indemnify and hold harmless the Fund, the
Underwriter and each member of their respective Board and officers and each
person, if any, who controls the Fund within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" for purposes of this Section
8.1) against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Company) or litigation
(including legal and other expenses), to which the Indemnified Parties may
become subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the sale or acquisition of the
Fund's shares or the Contracts and: 
     
     (i)       arise out of or are based upon any untrue statements or 
               alleged untrue statements of any material fact contained 
               in the registration statement or

                                      14

<PAGE>

               prospectus for the Contracts or contained in the Contracts or 
               sales literature for the Contracts (or any amendment or 
               supplement to any of the foregoing), or arise out of or are 
               based upon the omission or the alleged omission to state 
               therein a material fact required to be stated therein or 
               necessary to make the statements therein not misleading, 
               provided that this agreement to indemnify shall not apply as 
               to any Indemnified Party if such statement or omission or 
               such alleged statement or omission was made in reliance upon 
               and in conformity with information furnished to the Company 
               by or on behalf of the Fund for use in the registration 
               statement or prospectus for the Contracts or in the Contracts 
               or sales literature (or any amendment or supplement) or 
               otherwise for use in connection with the sale of the 
               Contracts or Fund shares; or 

     (ii)      arise out of or as a result of statements or representations
               (other than statements or representations contained in the 
               registration statement, prospectus or sales literature of the 
               Fund not supplied by the Company, or persons under its 
               control and other than statements or representations 
               authorized by the Fund or the Underwriter) or unlawful 
               conduct of the Company or persons under its control, with 
               respect to the sale or distribution of the Contracts or Fund 
               shares; or 

     (iii)     arise out of or as a result of any untrue statement or alleged
               untrue statement of a material fact contained in a 
               registration statement, prospectus, or sales literature of 
               the Fund or any amendment thereof or supplement thereto or 
               the omission or alleged omission to state therein a material 
               fact required to be stated therein or necessary to make the 
               statements therein not misleading if such a statement or 
               omission was made in reliance upon and in conformity with 
               information furnished to the Fund by or on behalf of the 
               Company; or 

     (iv)      arise as a result of any failure by the Company to provide the
               services and furnish the materials under the terms of this 
               Agreement; or

     (v)       arise out of or result from any material breach of any
               representation and/or warranty made by the Company in this 
               Agreement or arise out of or result from any other material 
               breach of this Agreement by the Company. 

     8.1 (b).  The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement. 

                                      15

<PAGE>

     8.1(c).  The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Company shall be entitled to participate,
at as own expense, in the defense of such action. The Company also shall be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Company to such party of the
Company's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses under this Agreement for any legal or other expenses
subsequently incurred by such Party independently in connection with the defense
thereof other than reasonable costs of investigation. 

     8.1(d).  The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund shares or the Contracts or the operation of the
Fund. 

     8.2.      INDEMNIFICATION BY UNDERWRITER 

     8.2(a). The Underwriter agrees, with respect to each Portfolio that it
distributes, to indemnify and hold harmless the Company and each of as directors
and officers and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
for purposes of this Section 8.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Underwriter) or litigation (including legal and other expenses) to which the
Indemnified Parties may become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements are related to the sale or
acquisition of shares of the Portfolio that it distributes or the Contracts 
and: 

     (i)       arise out of or are based upon any untrue statement or alleged
               untrue statement of any material fact contained in the 
               registration statement or prospectus or sales literature of 
               the Fund (or any amendment or supplement to any of the 
               foregoing), or arise out of or are based upon the omission or 
               the alleged omission to state therein a material fact 
               required to be stated therein or necessary to make the 
               statements therein not misleading, provided that this 
               agreement to indemnify shall not apply as to any Indemnified 
               Party if such statement or omission or such alleged statement 
               or omission was made in reliance upon and in conformity with 
               information furnished to the Fund or the Underwriter by or on 
               behalf of the Company for use in the registration statement 
               or prospectus for the

                                      16

<PAGE>

               Fund or in sales literature (or any amendment or supplement) 
               or otherwise for use in connection with the sale of the 
               Contracts or Portfolio shares; or 

     (ii)      arise out of or as a result of statements or representations
               (other than statements or representations contained in the 
               registration statement, prospectus or sales literature for 
               the Contracts not supplied by the Fund, the Underwriter or 
               persons under their respective control and other than 
               statements or representations authorized by the Company) or 
               unlawful conduct of the Fund or Underwriter or persons under 
               their control, with respect to the sale or distribution of 
               the Contracts or Portfolio shares; or 

     (iii)     arise out of or as a result of any untrue statement or alleged
               untrue statement of a material fact contained in a 
               registration statement, prospectus, or sales literature 
               covering the Contracts, or any amendment thereof or 
               supplement thereto, or the omission or alleged omission to 
               state therein a material fact required to be stated therein 
               or necessary to make the statement or statements therein not 
               misleading, if such statement or omission was made in 
               reliance upon information furnished to the Company by or on 
               behalf of the Fund or the Underwriter; or 

     (iv)      arise as a result of any failure by the Fund or the Underwriter
               to provide the services and furnish the materials under the 
               terms of this Agreement; or 
               
     (v)       arise out of or result from any material breach of any
               representation and/or warranty made by the Underwriter in 
               this Agreement or arise out of or result from any other 
               material breach of this Agreement by the Underwriter; as 
               limited by and in accordance with the provisions of Section 
               8.2(b) and 8.2(c) hereof. 

     8.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement. 

     8.2(c). The Underwriter shall not be liable under this indemnification 
provision with respect to any claim made against an Indemnified Party unless 
such Indemnified Party shall have notified the Underwriter in writing within 
a reasonable time after the summons or other first legal process giving 
information of the nature of the claim shall have been served upon such 
Indemnified Party (or after such Indemnified Party shall have received notice 
of such service on any designated agent), but failure to notify the 
Underwriter of any such claim shall not relieve  the Underwriter from any 
liability which it may have to the Indemnified Party against whom

                                      17

<PAGE>

such action is brought otherwise than on account of this indemnification 
provision. In case any such action is brought against the Indemnified 
Parties, the Underwriter will be entitled to participate, at its own expense, 
in the defense thereof. The Underwriter also shall be entitled to assume the 
defense thereof, with counsel satisfactory to the party named in the action. 
After notice from the Underwriter to such party of the Underwriter's election 
to assume the defense thereof, the Indemnified Party shall bear the fees and 
expenses of any additional counsel retained by it, and the Underwriter will 
not be liable to such party under this Agreement for any legal or other 
expenses subsequently incurred by such party independently in connection with 
the defense thereof other than reasonable costs of investigation. 

     8.2(d). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account in which the Funds are made available. 

     8.3.      INDEMNIFICATION BY THE ADVISER 

     8.3(a). The Adviser agrees to indemnify and hold harmless the Company and
its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the
"Indemnified Parties" and individually, "Indemnified Party," for purposes of
this Section 8.3) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Adviser)
or litigation (including legal and other expenses) to which the Indemnified
Parties may become subject under any statute, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the operations of the Adviser or
the Fund and: 

     (i)       arise out of or are based upon any untrue statement or alleged
               untrue statement of any material fact contained in the 
               registration statement or prospectus or sales literature of 
               the Fund (or any amendment or supplement to any of the 
               foregoing), or arise out of or are based upon the omission or 
               the alleged omission to state therein a material fact 
               required to be stated therein or necessary to make the 
               statements therein not misleading, provided that this 
               agreement to indemnify shall not apply as to any Indemnified 
               Party if such statement or omission or such alleged statement 
               or omission was made in reliance upon and in conformity with 
               information furnished to the Adviser, the Fund or the 
               Underwriter by or on behalf of the Company for use in the 
               registration statement or prospectus for the Fund or in sales 
               literature (or any amendment or supplement) or otherwise for 
               use in connection with the sale of the Contracts or Portfolio 
               shares; or 

                                      18

<PAGE>

     (ii)      arise out of or as a result of statements or representations
               (other than statements or representations contained in the 
               registration statement, prospectus or sales literature for 
               the Contracts not supplied by the Fund, the Adviser or 
               persons under its control and other than statements or 
               representations authorized by the Company) or unlawful 
               conduct of the Fund, the Adviser or persons under their 
               control, with respect to the sale or distribution of the 
               Contracts or Portfolio shares; or 

     (iii)     arise out of or as a result of any untrue statement or alleged
               untrue statement of a material fact contained in a 
               registration statement, prospectus, or sales literature 
               covering the Contracts, or any amendment thereof or 
               supplement thereto, or the omission or alleged omission to 
               state therein a material fact required to be stated therein 
               or necessary to make the statement or statements therein not 
               misleading, if such statement or omission was made in 
               reliance upon information furnished to the Company by or on 
               behalf of the Fund or the Adviser; or 

     (iv)      arise as a result of any failure by the Adviser to provide the
               services and furnish the materials under the terms of this 
               Agreement; or 

     (v)       arise out of or result from any material breach of any
               representation and/or warranty made by the Fund or the 
               Adviser in this Agreement or arise out of or result from any 
               other material breach of this Agreement by the Fund or the 
               Adviser, including without limitation any failure by the Fund 
               to comply with the conditions of Article VI hereof. 

     8.3(b). The Adviser shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an indemnified Party as may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement. 

     8.3(c). The Adviser shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Adviser in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Adviser of any
such claim shall not relieve the Adviser from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Adviser will be entitled to participate, at
its own expense, in the defense thereof. The Adviser also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Adviser to such party of the Adviser's election to
assume the defense thereof, the Indemnified Party shall bear the

                                      19

<PAGE>

fees and expenses of any additional counsel retained by it, and the Adviser 
will not be liable to such party under this Agreement for any legal or other 
expenses subsequently incurred by such party independently in connection with 
the defense thereof other then reasonable costs of investigation. 

     8.3(d). The Company agrees to promptly notify the Adviser of the
commencement of any litigation or proceedings against it or any of as respective
officers or directors in connection with this Agreement, the issuance or sale of
the Contracts, with respect to the operation of each Account, or the sale or
acquisition of shares of the Adviser. 

                            ARTICLE IX.  APPLICABLE LAW 

     9.1.      This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of Connecticut.

     9.2.      This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Shared Funding Exemptive Order) and the terms hereof shall be interpreted and
construed in accordance therewith. 

                              ARTICLE X.  TERMINATION
     
     10.1.     This Agreement shall continue in full force and effect until the
first to occur of:    

     (a)       termination by any party for any reason upon six-months advance
               written notice delivered to the other parties; or 

     (b)       termination by the Company by written notice to the Fund, the
               Adviser and the Underwriter with respect to any Portfolio 
               based upon the Company's determination that shares of such 
               Portfolio are not reasonably available to meet the 
               requirements of the Contracts. Reasonable advance notice of 
               election to terminate shall be furnished by the Company, said 
               termination to be effective ten (10) days after receipt of 
               notice unless the Fund makes available a sufficient number of 
               shares to reasonably meet the requirements of the Account 
               within said ten (10) day period; or 

     (c)       termination by the Company upon written notice to the Fund, the
               Adviser and the Underwriter with respect to any Portfolio in 
               the event any of the Portfolio's shares are not registered, 
               issued or sold in accordance with applicable state and/or 
               federal law or such law precludes the use of such shares as 
               the underlying investment medium of the Contracts issued or 
               to be issued by the Company. The terminating party shall give 
               prompt notice to the other parties of its decision to terminate;
               or

                                      20

<PAGE>

     (d)       termination by the Company upon written notice to the Fund, 
               the Adviser and the Underwriter with respect to any Portfolio 
               in the event that such portfolio ceases to qualify as a 
               Regulated Investment Company under Subchapter M of the Code 
               or under any successor or similar provision; or 

     (e)       termination by the Company upon written notice to the Fund and
               the Underwriter with respect to any Portfolio in the event 
               that such Portfolio fails to meet the diversification 
               requirements specified in Article VI hereof; or 

     (f)       termination by either the Fund, the Adviser or the Underwriter by
               written  notice to the Company, if either one or more of the 
               Fund, the Adviser or the Underwriter, shall determine, in its 
               or their sole judgment exercised in good faith, that the 
               Company and/or their affiliated companies has suffered a 
               material adverse change in its business, operations, 
               financial condition or prospects since the date of this 
               Agreement or is the subject of material adverse publicity, 
               provided that the Fund, the Adviser or the Underwriter will 
               give the Company sixty (60) days' advance written notice of 
               such determination of as intent to terminate this Agreement, 
               and provided further that after consideration of the actions 
               taken by the Company and any other changes in circumstances 
               since the giving of such notice, the determination of the 
               Fund, the Adviser or the Underwriter shall continue to apply 
               on the 60th day since giving of such notice, then such 60th 
               day shall be the effective date of termination; or 

     (g)       termination by the Company by written notice to the Fund, the
               Adviser and the Underwriter, if the Company shall determine, 
               in its sole judgment exercised in good faith, that either the 
               Fund, the Adviser or the Underwriter has suffered a material 
               adverse change in its business, operations, financial 
               condition or prospects since the date of this Agreement or is 
               the subject of material adverse publicity, provided that the 
               Company will give the Fund, the Adviser and the Underwriter 
               sixty (60) days' advance written notice of such determination 
               of its intent to terminate this Agreement, and provided 
               further that after consideration of the actions taken by the 
               Fund, the Adviser or the Underwriter and any other changes in 
               circumstances since the giving of such notice, the 
               determination of the Company shall continue to apply on the 
               60th day since giving of such notice, then such 60th day 
               shall be the effective date of termination; or 

     (h)       termination by the Fund, the Adviser or the Underwriter by
               written notice to the Company, if the Company gives the Fund, 
               the Adviser and the

                                      21

<PAGE>

               Underwriter the written notice specified in Section 1.5 
               hereof and at the time such notice was given there was no 
               notice of termination outstanding under any other provision 
               of this Agreement; provided, however any termination under 
               this Section 10.1(h) shall be effective sixty (60) days after 
               the notice specified in Section 1.5 was given; or 

     (i)       termination by any party upon the other party's breach of any
               representation in Section 2 or any material provision of this 
               Agreement, which breach has not been cured to the 
               satisfaction of the terminating party within ten (10) days 
               after written notice of such breach is delivered to the Fund 
               or the Company, as the case may be; or 

     (j)       termination by the Fund, Adviser or Underwriter by written notice
               to the Company in the event an Account or Contract is not 
               registered (unless exempt from registration) or sold in 
               accordance with applicable federal or state law or 
               regulation, or the Company fails to provide pass-through 
               voting privileges as specified in Section 3.4.

     10.2.      EFFECT OF TERMINATION.  Notwithstanding any termination of this
Agreement, the Fund shall at the option of the Company, continue to make
available additional shares of the Fund pursuant to the terms and conditions of
this Agreement, for all Contracts in effect on the effective date of termination
of this Agreement (hereinafter referred to as "Existing Contracts") unless such
further sale of Fund shares is proscribed by law, regulation or applicable
regulatory body, or unless the Fund determines that liquidation of the Fund
following termination of this Agreement is in the best interests of the Fund and
its shareholders. Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to direct reallocation of investments in the Fund,
redemption of investments in the Fund and/or investment in the Fund upon the
making of additional purchase payments under the Existing Contracts. The parties
agree that this Section 10.2 shall not apply to any terminations under Article
VII and the effect of such Article Vii terminations shall be governed by Article
VII of this Agreement. 

     10.3.     The Company shall not redeem Fund shares attributable to the
Contracts (as distinct from Fund shares attributable to the Company's assets
held in the Account) except (i) as necessary to implement Contract Owner
initiated or approved transactions, or (ii) as required by state and/or federal
laws or regulations or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption") or (iii) as
permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon
request, the Company will promptly furnish to the Fund and the Underwriter the
opinion of counsel for the Company (which counsel shall be reasonably
satisfactory to the Fund and the Underwriter) to the effect that any redemption
pursuant to clause (ii) above is a Legally Required Redemption. Furthermore,
except in cases where permitted under the terms of the Contracts, the Company
shall not prevent Contract Owners from allocating payments to a Portfolio that
was otherwise available under the Contracts without first giving the Fund or the
Adviser 30 days notice of its intention to do so. 

                                      22

<PAGE>

                               ARTICLE XI.   NOTICES 
                                          
     Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party. 
     
     If to the Fund: 

     ____________________________
     ____________________________
     ____________________________


     If to the Underwriter:





     If to the Adviser:




     If to the Company:                 With a copy to:     
                                                            
     Hartford Life Insurance Co.        Hartford Life Insurance Co. 
     200 Hopmeadow Street               200 Hopmeadow Street 
     Simsbury, Connecticut 06070        Simsbury, Connecticut 06070 
     Attn: Tom Marra                    Attn: Lynda Godkin, General Counsel
     

                         ARTICLE XII.  FOREIGN TAX CREDITS

     12.1.     The Fund and Adviser agree to consult in advance with the Company
concerning whether any series of the Fund qualifies to provide a foreign tax
credit pursuant to Section 853 of the Code. 

                            ARTICLE XIII.  MISCELLANEOUS
                                          
     13.1.     All persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Board, officers, agents or

                                      23

<PAGE>

shareholders assume any personal liability for obligations entered into on 
behalf of the Fund. Each of the Company, Adviser and Underwriter acknowledges 
and agrees that, as provided by Article 8, Section 8.1, of the Fund's 
Agreement and Declaration of Trust, the shareholders, trustees, officers, 
employees and other agents of the Fund and as Portfolios shall not personally 
be bound by or liable for matters set forth hereunder, nor shall resort be 
had to their private property for the satisfaction of any obligation or claim 
hereunder. A Certificate of Trust referring to the Fund's Agreement and 
Declaration of Trust is on file with the Secretary of State of Connecticut.

     13.2.     Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party. 

     13.3.     The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect. 

     13.4.     This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument. 

     13.5.     If any provision of this Agreement shall be held or made 
invalid by a court decision, statute, rule or otherwise, the remainder of 
this Agreement shall not be affected thereby. 

     13.6.     Each party hereto shall cooperate with each other party and 
all appropriate governmental authorities (including without limitation the 
Securities and Exchange Commission, the National Association of Securities 
Dealers and state insurance regulators) and shall permit such authorities 
(and other parties hereto) reasonable access to its books and records in 
connection with any investigation or inquiry relating to this Agreement or 
the transactions contemplated hereby. 

     13.7.     The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations at law or in equity, which the parties hereto are entitled to under
state and federal laws. 

     13.8.     This Agreement or any of the rights and obligations hereunder may
not be assigned by any party without the prior written consent of all parties
hereto; provided, however, that the Adviser may, with advance written notice to
the other parties hereto, assign this Agreement or any rights or obligations
hereunder to any affiliate of or company under common control with the Adviser
if such assignee is duly licensed and registered to perform the obligations of
the Adviser under this Agreement. 

                                      24

<PAGE>

     13.9.     The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee upon request, copies of the following reports: 

     (a)       the Company's annual statement (prepared under statutory
               accounting principles) and annual report (prepared under 
               generally accepted accounting principles ("GAAP"), if any), 
               as soon as practical and in any event within 90 days after 
               the end of each fiscal year; 

     (b)       the Company's June 30th quarterly statements (statutory), as soon
               as practical and in any event within 45 days following such 
               period; 

     (c)       any financial statement, proxy statement, notice or report of the
               Company sent to stockholders and/or policyholders, as soon as 
               practical after the delivery thereof to stockholders; 

     (d)       any registration statement (without exhibits) and financial
               reports of the Company filed with the Securities and Exchange 
               Commission or any state insurance regulator, as soon as 
               practical after the filing thereof; 

     (e)       any other public report submitted to the Company by independent
               accountants in connection with any annual, interim or special 
               audit made by them of the books of the Company, as soon as 
               practical after the receipt thereof. 

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in as name and on its behalf by its duly authorized representative
as of the date specified above. 


     
HARTFORD LIFE INSURANCE COMPANY 
on behalf of Itself and each of its Accounts named in 
Schedule A hereto, as amended from time to time 
 


By:
   ---------------------------------------------------
     Peter Cummins 
     Its Senior Vice President 



                                      25

<PAGE>

FUND



By:
   ---------------------------------------------

     Its



UNDERWRITER



By:
   ---------------------------------------------

     Its




ADVISER



By:
   ---------------------------------------------

     Its

                                      26

<PAGE>

                                      SCHEDULE A

                           SEPARATE ACCOUNTS AND CONTRACTS

- --------------------------------------------------------------------------------
 Name of Separate Account and Date Established        Form Numbers              
 by Board of Directors                                Funded by Separate Account
- --------------------------------------------------------------------------------
                                                      Contract Form Nos.:
- --------------------------------------------------------------------------------

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

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

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

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

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

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




                                      27

<PAGE>

                                     SCHEDULE B 

PARTICIPATING LIFE INVESTMENT TRUST PORTFOLIOS 





















                                      28

<PAGE>

                                     SCHEDULE C 

                               PROXY VOTING PROCEDURES

The following is a list of procedures and corresponding responsibilities for the
handling of proxies and voting instructions relating to the Fund. The defined
terms herein shall have the meanings assigned in the Participation Agreement
except that the term "Company" shall also include the department or third party
assigned by the Company to perform the steps delineated below. 

 1.   The proxy proposals are given to the Company by the Fund as early
      as possible before the date set by the Fund for the shareholder 
      meeting to enable the Company to consider and prepare for the 
      solicitation of voting instructions from owners of the Contracts and 
      to facilitate the establishment of tabulation procedures. At this time 
      the Fund will inform the Company of the Record, Mailing and Meeting 
      dates. This will be done verbally approximately two months before 
      meeting. 

 2.   Promptly after the Record Date, the Company will perform a "tape
      run," or other activity, which will generate the names, address and 
      number of units which are attributed to each contract 
      owner/policyholder (the "Customer") as of the Record Date. Allowance 
      should be made for account adjustments made after this date that could 
      affect the status of the Customers' accounts as of the Record Date. 

      Note: The number of proxy statements is determined by the activities 
      described in Step #2. The Company will use its best efforts to call in 
      the number of Customers to the Fund, as soon as possible, but no later 
      than two weeks after the Record Date. 

 3.   The Fund's Annual Report must be sent to each Customer by the
      Company either before or together with the Customers' receipt of 
      voting instruction solicitation material. The Fund will provide the 
      last Annual Report to the Company pursuant to the terms of Section 3.3 
      of the Agreement to which this Schedule relates. 

 4.   The text and format for the Voting Instruction Cards ("Cards" or
      "Card") is provided to the Company by the Fund. The Company, at its 
      expense, shall produce and personalize the Voting Instruction Cards. 
      The Fund or its affiliate must approve the Card before it is printed. 
      Allow approximately 2-4 business days for printing information on the 
      Cards. Information commonly found on the Cards includes:

      a.   name (legal name as found on account registration)  
      b.   address 
      c.   fund or account number 
      d.   coding to state number of units (or equivalent shares)
      e.   individual Card number for use in tracking and verification of votes
           (already on Cards as printed by the Fund). 

                                      29

<PAGE>

 5.   During this time, the Fund will develop, produce, and the Fund
      will pay for the Notice of Proxy and the Proxy Statement (one 
      document). Printed and folded notices and statements will be sent to 
      Company for insertion into envelopes (envelopes and return envelopes 
      are provided and paid for by the Company). Contents of envelope sent 
      to Customers by the Company will include: 
     
      a.   Voting Instruction Card(s) 
      b.   One proxy notice and statement (one document) 
      c.   return envelope (postage pre-paid by Company) addressed to the
           Company or its tabulation agent 
      d.   "urge buck slip" - optional, but recommended. (This is a small, 
           single sheet of paper that requests Customers to vote as quickly
           as possible and that their vote is important. One copy will be
           supplied by the Fund.) 
      e.   cover letter - optional, supplied by Company and reviewed and 
           approved in advance by the Fund. 

 6.   The above contents should be received by the Company
      approximately 3-5 business days before mail date. Individual in 
      charge at Company reviews and approves the contents of the mailing 
      package to ensure correctness and completeness. Copy of this approval 
      sent to the Fund. 

 7.   Package mailed by the Company at the Fund's expense. 

      *The Fund must allow at least a 15-day solicitation time to the 
      Company as the shareowner. (A 5-week period is recommended.) 
      Solicitation time is calculated as calendar days from (but not 
      including), the meeting, counting backwards. 

 8.   Collection and tabulation of Cards begins. Tabulation usually
      takes place in another department or another vendor depending on 
      process used. An often used procedure is to sort Cards on arrival by 
      proposal into vote categories of all yes, no, or mixed replies, and to 
      begin data entry. 

      Note: Postmarks are not generally needed. A need for postmark 
      information would be due to an insurance company's internal procedure 
      and has not been required by the Fund in the past. 

 9.   Signatures on Card checked against legal name on account
      registration which was printed on the Card. 

      Note: For example, if the account registration is under "John A. 
      Smith, Trustee," then that is the exact legal name to be printed on 
      the Card and is the signature needed on the Card. 

                                      30

<PAGE>

10.   If Cards are mutilated, or for any reason are illegible or are
      not signed properly, they are sent back to Customer with an 
      explanatory letter and a new Card and return envelope. The mutilated 
      or illegible Card is disregarded and considered to be not received for 
      purposes of vote tabulation. Any Cards that have been "kicked out" 
      (e.g., mutilated, illegible) of the procedure are "hand verified," 
      (i.e., examined as to why they did not complete the system). Any 
      questions on those Cards are usually remedied individually.

11.   There are various control procedures used to ensure proper
      tabulation of votes and accuracy of that tabulation. The most 
      prevalent is to sort the Cards as they first arrive into categories 
      depending upon their vote; an estimate of how the vote is progressing 
      may then be calculated. If the initial estimates and the actual vote 
      do not coincide, then an internal audit of that vote should occur. 
      This may entail a recount.

12.   The actual tabulation of votes is done in units (or equivalent
      shares) which is then converted to shares. (It is very important that 
      the fund receives the tabulations stated in terms of a percentage and 
      the number of shares.) The Fund must review and approve tabulation 
      format. 

13.   Final tabulation in shares is verbally given by the Company to
      the Fund on the morning of the meeting not later then 10:00 A.M. 
      Houston time. The Fund may request an earlier deadline if reasonable 
      and if required to calculate the vote in time for the meeting. 

14.   A Certification of Mailing and Authorization to Vote Shares will
      be required from the Company as well as an original copy of the final 
      vote. The Fund will provide a standard form for each Certification. 
      
15.   The Company will be required to box and archive the Cards
      received from the Customers. In the event that any vote is challenged 
      or if otherwise necessary for legal, regulatory, or accounting 
      purposes, the Fund will be permitted reasonable access to such Cards. 

16.   All approvals and "signing-off" may be done orally, but must
      always be followed up in writing. 

                                      31


<PAGE>
                                                                    EXHIBIT 1.3



                                               [LOGO]
                                               HARTFORD LIFE



April 12, 1999                                           
                                       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
     POST-EFFECTIVE AMENDMENT NO. 2
     FILE NO. 333-36329

Dear Sir/Madam:

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

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

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

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

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

<PAGE>

Board of Directors
April 12, 1999
Page 2


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

Sincerely,

/s/ Lynda Godkin

Lynda Godkin



<PAGE>

                                                                    EXHIBIT 1.4


                                         MICHAEL R. WINTERFIELD, FSA, MAAA
                                         Assistant Vice President
                                         Individual Annuity Product Management




April 12, 1999

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

Dear Sir:

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

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

I hereby consent to the use of this opinion as an exhibit to the Form S-6
Registration Statement  and to the reference to my name under the heading
"Experts" in the Statement of Additional Information 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


<PAGE>


                                                                    EXHIBIT 1.5


                                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. 333-36329 for Hartford Life Insurance Company
Separate Account Five on Form S-6.


                                                  /s/ Arthur Andersen LLP

Hartford, Connecticut
April 12, 1999



<PAGE>

                        HARTFORD LIFE INSURANCE COMPANY

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

                               Gregory A. Boyko
                                 David T. Foy
                                 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, Christine Repasy, 
Marianne O'Doherty, Thomas S. Clark and Brian Lord 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 under the Securities Act of 1933 and/or the Investment Company Act of 
1940, and do hereby ratify any such signatures heretofore made by such 
persons.

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

/s/ Gregory A. Boyko                    Dated as of January 15, 1999
- ------------------------------
Gregory A. Boyko

/s/ David T. Foy                        Dated as of January 15, 1999
- ------------------------------
David T. Foy

/s/ Lynda Godkin                        Dated as of January 15, 1999
- ------------------------------
Lynda Godkin

/s/ Thomas M. Marra                     Dated as of January 15, 1999
- ------------------------------
Thomas M. Marra

/s/ Lowndes A. Smith                    Dated as of January 15, 1999
- ------------------------------
Lowndes A. Smith

/s/ Raymond P. Welnicki                 Dated as of January 15, 1999
- ------------------------------
Raymond P. Welnicki

/s/ Lizabeth H. Zlatkus                 Dated as of January 15, 1999
- ------------------------------
Lizabeth H. Zlatkus

/s/ David M. Znamierowski               Dated as of January 15, 1999
- ------------------------------
David M. Znamierowski


<PAGE>


                                                     ORGANIZATIONAL CHART


<TABLE>
<CAPTION>

<S>                                                                                        <C>

                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                                ---------------------------------------------
                                                     NUTMEG INSURANCE COMPANY                               |
                                                           (CONNECTICUT)                         THE HARTFORD INVESTMENT
                                                                |                                   MANAGEMENT COMPANY
                                                 HARTFORD FIRE INSURANCE COMPANY                         (DELAWARE)
                                                           (CONNECTICUT)                                    |
                                                                |                                           |
                                            HARTFORD ACCIDENT AND INDEMNITY COMPANY                HARTFORD INVESTMENT
                                                           (CONNECTICUT)                              SERVICES, INC.
                                                                |                                      (CONNECTICUT)
                                                       HARTFORD LIFE, INC.
                                                           (DELAWARE)
                                                                |
                                           HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                                |
                                                                |
        -------------------------------------------------------------------------------------------------------------------------
        |          |       |              |                   |                |               |             |             |
ITT HARTFORD LIFE  |       |              |                   |                |               |           HLIC         PLANCO
INTERNATIONAL LTD. |       |              |                   |                |               |          CANADA       FINANCIAL
  (CONNECTICUT)    |       |              |                   |                |               |      HOLDINGS, INC.   SERVICES,
        |          |       |              |                   |                |               |        (CANADA)     INCORPORATED
        |          |       |              |                   |                |               |             |     (PENNSYLVANIA)
        |          |       |              |                   |                |               |             |             |
        |          |  ALPINE LIFE  HARTFORD FINANCIAL   HARTFORD LIFE       HARTFORD        AMERICAN         |             |
        |          |   INSURANCE     SERVICES LIFE    INSURANCE COMPANY    FINANCIAL      MATURITY LIFE      |             |
        |          |    COMPANY      INSURANCE CO.      (CONNECTICUT)    SERVICES, LLC  INSURANCE COMPANY    |             |
        |          | (CONNECTICUT)   (CONNECTICUT)            |           (DELAWARE)      (CONNECTICUT)      |      PLANCO, INC.
        |          |                                          |                |               |             |     (PENNSYLVANIA)
        |          |      -------------------------------------                |       AML FINANCIAL, INC.   |
  HARTFORD CALMA   |      |                 |                 |                |         (CONNECTICUT)       |
    COMPANY        | ROYAL LIFE          HARTFORD          HARTFORD            |                         HARTFORD
   (FLORIDA)       | INSURANCE         INTERNATIONAL       LIFE AND            |                       LIFE INSURANCE
                   |  COMPANY        LIFE REASSURANCE   ANNUITY INSURANCE      |                         COMPANY 
                   | OF AMERICA            CORP.           COMPANY             |                         OF CANADA
                   |(CONNECTICUT)      (CONNECTICUT)     (CONNECTICUT)         |                          (CANADA)
                   |                                          |                |
                   |                                          |                |
                   |                                     ITT HARTFORD          |
                   |                                      LIFE, LTD.           |
                   |                                      (BERMUDA)            |
                   |                                                           |
                   |                                                           |
         ----------|         ---------------------------------------------------------------------------------------------
         |                   |                     |                     |                  |                            |
   INTERNATIONAL           MS FUND          HL INVESTMENT           HARTFORD       HARTFORD SECURITIES        HARTFORD COMP. EMP.
     CORPORATE         AMERICA 1993-K       ADVISORS, LLC         EQUITY SALES        DISTRIBUTION              BENEFITS SERVICE
MARKETING GROUP, INC.     SPE, INC.         (CONNECTICUT)         COMPANY, INC.       COMPANY, INC.                  COMPANY
   (CONNECTICUT)         (DELAWARE)              |                (CONNECTICUT)       (CONNECTICUT)                (CONNECTICUT)
         |                                       |
         |                                       |
   THE EVERGREEN                         HARTFORD INVESTMENT
    GROUP, INC.                          FINANCIAL SERVICES
    (NEW YORK)                                 COMPANY
                                              (DELAWARE)
</TABLE>

<PAGE>
<TABLE>
<S>                                                                                        <C>

                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                     NUTMEG INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                 HARTFORD FIRE INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
     ----------------------------------------------------------------------------------------------------------------------------
     |           |                                              |
     |           |                                       ITT HARTFORD LIFE                
     |           |                                -------INTERNATIONAL LTD.
     |           |                                |       (CONNECTICUT)
     |           |                                |             |         
     |           |                                |        ITT HARTFORD    
     |           |                                |    ----SUDAMERICANA    
     |           |                                |   |     HOLDING S.A.    
     |           |                                |   |    (ARGENTINA)     
     |           |                                |   |------------------------------------------------------
     |           |                                |   |                               |                      |
     |           |                                |   |        HARTFORD            GALICIA              INSTITUTO DE
     |           |                                |   |        SEGUROS          VIDA COMPANIA        SALTA COMPANIA DE
     |           |                                |   |--------DE VIDA         DE SEGUROS S.A.      SEGUROS DE VIDA S.A.
     |           |                                |   |       (URUGUAY)          (ARGENTINA)            (ARGENTINA)
     |           |                                |   |    
     |           |             ICATU              |   |      ITT HARTFORD   
     |           |            HARTFORD            |   |-----SEGUROS DE VIDA 
     |           |          SEGUROS S.A.----------|   |       (ARGENTINA)
     |           |            (BRAZIL)            |   |                     
     |           |                |               |   |                     
     |           |                |               |   |      ITT HARTFORD   
     |           |   -- ----------|               |   |------SEGUROS DE    
     |           |   |            |               |   |       RETIRO S.A.   
     |           |   |            |               |   |       (ARGENTINA)   
     |-----------|----------------|---------------|---|--------------------------------------------------------------------------
     |           |   |            |               |   |
     |           |   |      ICATU HARTFORD        |   |  CONSULTORA DE CAPITALES
     |           |   |     FUNDO DE PENSAO        |   |   S.A. SOCIEDAD GERENTE
     |           |   |         (BRAZIL)           |   |----DE FONDOS COMUNES
     |           |   |            |               |   |      DE ENVERSION
     |           |   |            |               |   |       (ARGENTINA)
     |           |   |      ICATU HARTFORD        |   |
     |           |   |    CAPITALIZACAO S.A.      |   |          CLARIDAD
     |           |   |         (BRAZIL)           |   |     ADMINISTRADORA DE
     |           |   |            |               |   |---FONDOS DE JUBILACIONES
     |           |   |        BRAZILCAP           |   |      Y PENSIONES S.A.
     |           |   |     CAPITALIZACAO S.A.     |   |       (ARGENTINA)
     |           |   |         (BRAZIL)           |   |
     |           |   |                            |   |
     |           |    --------------------------  |   |
     |           |---------------              |  |   |
     |                          |              |  |   |
HARTFORD FIRE               HARTFORD FIRE      |  |   |------- SEGPOOL S.A.
INTERNATIONAL------------INTERNATIONAL, LTD.   |  |   |        (ARGENTINA)
(GERMANY) GMBH              (CONNECTICUT)      |  |   |
(WEST GERMANY)                                 |  |   |
                                               |  |   |
                           ICATU HARTFORD      |  |   |         THESIS S.A.
                            ADMINISTRACAO      |  |   |-------- (ARGENTINA)
                          DE BENEFICIOS LTDA-- |  |   |
                              (BRAZIL)            |   |
                                                  |   |
                                  -----------------   |
                                  |                   |
                                 CAB                  |--------- U.O.R., S.A.
                             CORPORATION                         (ARGENTINA)
                       (BRITISH VIRGIN ISLANDS)       

</TABLE>
<PAGE>
<TABLE>
<S>                                                                                        <C>
                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                     NUTMEG INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                 HARTFORD FIRE INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
- --------------------------------------------------------------------------------------------------------------------------------|
                                                                                                      |                         |
                                                                                         THE HARTFORD INTERNATIONAL             |
                |-----------------------------------------------------------------------FINANCIAL SERVICES GROUP, INC.          |
                |                                 |                    |                          (DELAWARE)                    |
                |                                 |                    |         ----------------------|-----------------       |
                |                                 |                    |         |                     |         |       |      |
             ZWOLSCHE                             |                    |    ITT HARTFORD         LONDON AND      |   HARTFORD   |
          ALGEMEENE N.V.                          |                    | INTERNATIONAL, LTD.     EDINBURGH       | EUROPE, INC. |
          (NETHERLANDS)                           |                    |       (U.K.)       INSURANCE GROUP, LTD.|  (DELAWARE)  |
                |                                 |                    |                           (U.K.)        |              |
                |                                 |                    |                             |           |              |
                |                                 |                    |                -------------            |              |
                |                                 |                    |                |                        |              |
                |                           ITT ASSURANCES      HARTFORD INTERNATIONAL  |    LONDON AND          --ITT ERCOS    |
                |                              S.A.              INSURANCE CO., N.V.    |---  EDINBURGH           DE SEGUROS Y  |
                |    ZWOLSCHE ALGEMEENE      (FRANCE)                (BELGIUM)          | INSURANCE CO., LTD.    REASEGUROS S.A.|
                |----SCHADEVERZEKERING                                   |              |        (U.K.)             (SPAIN)     |
        --------|          N.V.-----------------------------------       |              |            |                          |
        |       |      (NETHERLANDS)                              |      |              |            |                          |
       Z.A.     |                                                 |      |              |   EXCESS INSURANCE                    |
- --VERZEKERINGEN |                                                 |      |              |     COMPANY LTD.                      |
|      N.V.     |      ZWOLSCHE ALGEMEENE                         |      |              |        (U.K.)                         |
|  (BELGIUM)    |------HERVERZEKERING B.V.                        |      |              |                                       |
|   |      -----|        (NETHERLANDS)                            |      |              |      LONDON AND                       |
|   |     |     |                                                 |      |              |--- EDINBURGH LIFE                     |
| Z.A. LUX S.A. |                                                 |      |              |  ASSURANCE CO., LTD.                  |
| (LUXEMBURG)   |    ZWOLSCHE ALGEMEENE                           |      |              |         (U.K.)                        |
|               |--LEVENS-VERZEKERING N.V.------------            |      |              |                                       |
|               |      (NETHERLANDS)                 |            |      |              |                                       |
- ----------------|------------------------------------|------------|------|--------------|---------------------------------------|
|               |                                    |            |      |              |                                       |
|       --------                                     |            |      |              |                                       |
|       |       |                                    |            |      |              |                                       |
|   ZWOLSCHE    |    ZWOLSCHE ALGEMEENE       ZWOLSCHE ALGEMEENE  |      |              |                                       |
|  ALGEMEENE    |-----HYPOTHEKEN N.V.        BELEGGINGEN III B.V. |      |              |                                       |
|  EUROPA B.V.  |      (NETHERLANDS)             (NETHERLANDS)    |      |              |                                       |
| (NETHERLANDS) |                                       ----------       |              |                                       |
- --------|       |                                       |                |              |                                       |
                |      EXPLOITATIEMAAT-          BELEGGINGSMAAT-         |              |                                       |
                |-----   SCHAPPIJ                 SCHAPPIJ               |              |                                       |
                |      BUIZERDLAAN B.V.          BUIZERDLAAN B.V.        |              |                                       |
                |        (NETHERLANDS)             (NETHERLANDS)         |              |                                       |
                |                                                        |              |                                       |
                |                                                        |              |                                  -----
                |          HOLLAND                                       |              |--------------------------        |
                |---- BELEGGINGSGROEP B.V.                               |              |                          |       |
                        (NETHERLANDS)                                    |              |-----------------         |       |
                                                                         |       -------|                 |        |       |
                                                                         |       |      |                 |        |       |
                                                                         |       |      |                 |        |       |
                                                                    F.A. KNIGHT  |  MACALISTER &    LONDON AND     | HARTFORD FIRE
                                                                     & SON N.V.  |  DUNDAS, LTD.     EDINBURGH     | INTERNATIONAL
                                                                     (BELGIUM)   |   (SCOTLAND)     TRUSTEES, LTD. |   SERVICIOS
                                                                                 |                    (U.K.)       |    (SPAIN)
                                                                                  -------------------------        -----------
                                                                                        |                 |                |
                                                                                    FENCOURT           QUOTEL        LONDON AND
                                                                                  PRINTERS, LTD.      INSURANCE       EDINBURGH
                                                                                     (U.K.)         SYSTEMS, LTD.  SERVICES, LTD.
                                                                                                       (U.K.)           (U.K.)
                                                                                                          |
                                                                                                      EUROSURE
                                                                                                      INSURANCE
                                                                                                    MARKETING, LTD.
                                                                                                        (U.K.)

</TABLE>


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