SEPARATE ACCOUNT FIVE OF HARTFORD LIFE INSURANCE CO
497, 1999-05-05
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<PAGE>
HARTFORD LIFE INSURANCE COMPANY
SELECT DIMENSIONS LIFE II
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 Select
Dimensions Life II. Please read it carefully.
 
Select Dimensions Life II 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 portfolios.
 
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 Portfolios 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 portfolio managers as retail mutual funds.
This life insurance policy offers you Portfolios with investment strategies
ranging from conservative to aggressive and you may pick those Portfolios that
meet your investment style.
 
The Sub-Accounts and the Portfolios are listed below:
 
- - Money Market Sub-Account which purchases shares of Money Market Portfolio of
  the Morgan Stanley Dean Witter Select Dimensions Investment Series;
 
- - North American Government Securities Sub-Account which purchases shares of
  North American Government Securities Portfolio of the Morgan Stanley Dean
  Witter Select Dimensions Investment Series;
 
- - Diversified Income Sub-Account which purchases shares of Diversified Income
  Portfolio of the Morgan Stanley Dean Witter Select Dimensions Investment
  Series;
 
- - Balanced Growth Sub-Account which purchases shares of Balanced Growth
  Portfolio of the Morgan Stanley Dean Witter Select Dimensions Investment
  Series;
 
- - Utilities Sub-Account which purchases shares of Utilities Portfolio of the
  Morgan Stanley Dean Witter Select Dimensions Investment Series;
 
- - Dividend Growth Sub-Account which purchases shares of Dividend Growth
  Portfolio of the Morgan Stanley Dean Witter Select Dimensions Investment
  Series;
 
- - Value-added Market Sub-Account which purchases shares of Value-Added Market
  Portfolio of the Morgan Stanley Dean Witter Select Dimensions Investment
  Series;
 
- - Growth Sub-Account which purchases shares of Growth Portfolio of the Morgan
  Stanley Dean Witter Select Dimensions Investment Series;
 
- - American Opportunities Sub-Account which purchases shares of American
  Opportunities Portfolio of the Morgan Stanley Dean Witter Select Dimensions
  Investment Series (until May 1, 1999 known as the American Value Sub-Account);
 
- - Mid-Cap Growth Sub-Account which purchases shares of Mid-Cap Growth Portfolio
  of the Morgan Stanley Dean Witter Select Dimensions Investment Series;
 
- - Global Equity Sub-Account which purchases shares of Global Equity Portfolio of
  the Morgan Stanley Dean Witter Select Dimensions Investment Series;
 
- - Developing Growth Sub-Account which purchases shares of Developing Growth
  Portfolio of the Morgan Stanley Dean Witter Select Dimensions Investment
  Series;
 
                              1   - PROSPECTUS
<PAGE>
- - Emerging Markets Sub-Account which purchases shares of Emerging Markets
  Portfolio of the Morgan Stanley Dean Witter Select Dimensions Investment
  Series;
 
- - High Yield Sub-Account which purchases shares of High Yield Portfolio of the
  Morgan Stanley Dean Witter Universal Funds, Inc.;
 
- - Mid Cap Value Sub-Account which purchases shares of Mid Cap Value Portfolio of
  the Morgan Stanley Dean Witter Universal Funds, Inc.;
 
- - Emerging Markets Debt Sub-Account which purchases shares of Emerging Markets
  Debt Portfolio of the Morgan Stanley Dean Witter Universal Funds, Inc.;
 
- - Strategic Stock Sub-Account which purchases shares of Strategic Stock
  Portfolio of the Van Kampen Life Investment Trust;
 
- - Enterprise Sub-Account which purchases shares of Enterprise Portfolio of the
  Van Kampen Life Investment 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
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<TABLE>
<CAPTION>
                                                                         PAGE
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 <S>                                                                     <C>
   Summary of Benefits and Risks                                           4
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   Fee Table                                                               5
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   About Us                                                                7
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     Hartford Life Insurance Company                                       7
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     Separate Account Five                                                 7
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     The Portfolios                                                        7
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   Charges and Deductions                                                 10
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   Your Policy                                                            12
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   Premiums                                                               13
 ----------------------------------------------------------------------------
 
<CAPTION>
                                                                         PAGE
 <S>                                                                     <C>
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   Death Benefits and Policy Values                                       14
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   Making Withdrawals From Your Policy                                    16
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   Loans                                                                  17
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   Lapse and Reinstatement                                                17
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   Federal Tax Considerations                                             18
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   Legal Proceedings                                                      21
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   Other Matters                                                          21
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   Glossary of Special Terms                                              23
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   Appendix A: Special Information for Policies Purchased in New York     24
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</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 portfolios.
 
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 portfolios 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 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 portfolios. 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          WHEN CHARGE IS DEDUCTED                       AMOUNT DEDUCTED                          CHARGE IS DEDUCTED
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                        <C>                          <C>                          <C>
Surrender Charges     When you fully or          A percentage of the amount surrendered, not to exceed     All, if the surrender is
                      partially surrender your   the premium payments, depending on the Policy Year, in    subject to a charge.
                      policy.                    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 Value depending on the        Only policies which elect
Charge                surrender of the policy.   Policy Year the surrender takes place.                    Option 1.
                                                 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>
 
                              5   - PROSPECTUS
<PAGE>
The next table describes the MAXIMUM fees and expenses that you will pay
periodically during the time that you own the policy, not including Portfolio
fees and expenses.
 
ANNUAL CHARGES OTHER THAN PORTFOLIO 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                All
Charges                                       on age, sex and other
                                              factors.
- ------------------------------------------------------------------------------------------------------
Mortality and      Monthly.                   - Under Option 1: .90%                  All
Expense Risk                                    (annualized) of
Charge                                          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        Under Option 1: Monthly.   - Under Option 1: .40%                  All
Charge                                          (annualized) of Account
                                                Value for Policy Years
                                                1-10
                   Under Option 2: Receipt    - Under Option 2: 4% of
                   of Premium Payment.        each premium payment in
                                                all Policy Years
- ------------------------------------------------------------------------------------------------------
Annual             On Policy Anniversary      $30.00                     Only policies with an Account
Maintenance Fee    Date or upon surrender of                             Value of less than $50,000 on
                   the policy.                                           the Policy Anniversary Date
                                                                         or date of surrender.
- ------------------------------------------------------------------------------------------------------
Administrative     Monthly.                   .40% (annualized) of                    All
Charge                                        Sub-Account Value
</TABLE>
 
The next table describes the Portfolio 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 Portfolios. More
detail concerning each Portfolio's fees and expenses is contained in the
prospectus for each Portfolio.
 
ANNUAL PORTFOLIO OPERATING EXPENSES
 
<TABLE>
<CAPTION>
                                                    AMOUNT DEDUCTED      POLICIES FROM WHICH CHARGE IS
       CHARGE          WHEN CHARGE IS DEDUCTED       (ANNUALIZED)                  DEDUCTED
- ------------------------------------------------------------------------------------------------------
<S>                    <C>                      <C>                      <C>
Management Fees        Daily net asset values       0.400% - 1.250%      All policies, but deductions
                       of a Portfolio reflect                            only from underlying
                       Management Fees already                           Portfolios selected by you.
                       deducted from assets of
                       the Portfolio.
- ------------------------------------------------------------------------------------------------------
Other Expenses         Daily net asset values       0.030% - 2.090%      All policies, but deductions
                       of a Portfolio reflect                            only from underlying
                       Other Expenses already                            Portfolios selected by you.
                       deducted from the
                       assets of the
                       Portfolio.
- ------------------------------------------------------------------------------------------------------
Total Portfolio        Daily net asset values       0.490% - 2.590%      All policies, but deductions
Annual Expenses        of a Portfolio reflect                            only from underlying
                       Total Portfolio Annual                            Portfolios selected by you.
                       Operating Expenses
                       already deducted from
                       assets of the
                       Portfolio.
</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 DATE
RATING AGENCY                          OF RATING     RATING             BASIS OF RATING
- -----------------------------------  --------------  ------   -----------------------------------
<S>                                  <C>             <C>      <C>
A.M. Best and
Company, Inc.......................       1/11/99      A+     Financial performance
Standard & Poor's..................        6/1/98     AA      Insurer financial strength
Duff & Phelps......................      12/21/98     AA+     Claims paying 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 PORTFOLIOS
 
The underlying investment for the Policies are shares of the Portfolios of
Morgan Stanley Dean Witter Select Dimensions Investment Series, Morgan Stanley
Dean Witter Universal Funds, Inc., and Van Kampen Life Investment Trust, all
open-ended management investment companies. The underlying Portfolios
corresponding to each Sub-Account and their investment objectives are described
below. Hartford reserves the right, subject to compliance with the law, to offer
additional Portfolios with differing investment objectives. The Portfolios may
not be available in all states.
 
We do not guarantee the investment results of any of the underlying Portfolios.
Since each underlying Portfolio has different investment objectives, each is
subject to different risks. These risks and the Portfolio's expenses are more
fully described in the accompanying Funds' prospectuses and the Statements of
Additional Information. The Funds' prospectuses should be read in conjunction
with this Prospectus before investing.
 
MORGAN STANLEY DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES:
MONEY MARKET PORTFOLIO
 
Seeks high current income, preservation of capital and liquidity by investing in
the following money market instruments: U.S. Government securities, obligations
of U.S. regulated banks and savings institutions having total assets of more
than $1 billion, or less than $1 billion if such are fully federally insured as
to principal (the interest may not be insured) and high grade corporate debt
obligations maturing in thirteen months or less.
 
NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO
 
Seeks to earn a high level of current income while maintaining relatively low
volatility of principal, by investing primarily in investment grade fixed-income
securities issued or guaranteed by the U.S., Canadian or Mexican governments.
 
DIVERSIFIED INCOME PORTFOLIO
 
Seeks, as a primary objective, to earn a high level of current income and, as a
secondary objective, to maximize total return, but only to the extent consistent
with its primary objective, by equally allocating its assets among three
separate groupings of fixed-income securities. Up to one-third of the securities
in which the Diversified Income Portfolio may invest will include securities
rated Baa/BBB or lower. See the Special Considerations for investments for high
yield securities disclosed in the Fund's prospectus.
 
BALANCED GROWTH PORTFOLIO
 
Seeks to provide capital growth with reasonable current income by investing,
under normal market conditions, at least 60% of its total assets in a
diversified portfolio of common stocks of companies which have a record of
paying dividends and, in the opinion of the Investment Manager, have the
potential for increasing dividends and in securities convertible into common
stock, and at least 20% of its total assets in investment grade fixed-income
(fixed-rate and adjustable-rate) securities such as corporate notes and bonds
and obligations issued or guaranteed by the U.S. Government, its agencies and
its instrumentalities.
 
UTILITIES PORTFOLIO
 
Seeks to provide current income and long-term growth of income and capital by
investing in equity and fixed-income securities of companies in the public
utilities industry.
 
DIVIDEND GROWTH PORTFOLIO
 
Seeks to provide reasonable current income and long-term growth of income and
capital by investing primarily in common
 
                              7   - PROSPECTUS
<PAGE>
stock of companies with a record of paying dividends and the potential for
increasing dividends.
 
VALUE-ADDED MARKET PORTFOLIO
 
Seeks to achieve a high level of total return on its assets through a
combination of capital appreciation and current income, by investing, on an
equally-weighted basis, in a diversified portfolio of common stocks of the
companies which are represented in the Standard & Poor's 500 Composite Stock
Price Index.
 
GROWTH PORTFOLIO
 
Seeks long-term growth of capital by investing primarily in common stocks and
securities convertible into common stocks issued by domestic and foreign
companies.
 
AMERICAN OPPORTUNITIES PORTFOLIO
 
Seeks long-term capital growth consistent with an effort to reduce volatility,
by investing principally in common stock of companies in industries which, at
the time of the investment, are believed to be attractively valued given their
above average relative earnings growth potential at that time. (Until May 1,
1999, this Portfolio was known as the American Value Portfolio.)
 
MID-CAP GROWTH PORTFOLIO
 
Seeks long-term capital growth by investing primarily in equity securities of
"mid-cap" companies (that is, companies whose equity market capitalization falls
within the range of $250 million to $5 billion).
 
GLOBAL EQUITY PORTFOLIO
 
Seeks a high level of total return on its assets primarily through long-term
capital growth and, to a lesser extent, from income, through investments in all
types of common stocks and equivalents (such as convertible securities and
warrants), preferred stocks and bonds and other debt obligations of domestic and
foreign companies, governments and international organizations.
 
DEVELOPING GROWTH PORTFOLIO
 
Seeks long-term capital growth by investing primarily in common stocks of
smaller and medium-sized companies that, in the opinion of the Investment
Manager, have the potential for growing more rapidly than the economy and which
may benefit from new products or services, technological developments or changes
in management.
 
EMERGING MARKETS PORTFOLIO
 
Seeks long-term capital appreciation by investing primarily in equity securities
of companies in emerging market countries. The Emerging Markets Portfolio may
invest up to 35% of its total assets in high risk fixed-income securities that
are rated below investment grade or are unrated (commonly referred to as "junk
bonds"). See the Special Considerations for investments in high yield securities
disclosed in the Fund's prospectus.
 
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
HIGH YIELD PORTFOLIO
 
Seeks above-average total return over a market cycle of three to five years by
investing primarily in a diversified portfolio of high yield securities,
including corporate bonds and other fixed income securities and derivatives.
High yield securities are rated below investment grade and are commonly referred
to as "junk bonds". The Portfolio's average weighted maturity will ordinarily
exceed five years. See the special considerations for investments in high yield
securities disclosed in the Fund prospectus.
 
MID CAP VALUE PORTFOLIO
 
Seeks above-average total return over a market cycle of three to five years by
investing in common stocks and other equity securities of issuers with equity
capitalizations in the range of the companies represented in the S&P MidCap 400
Index.
 
EMERGING MARKETS DEBT PORTFOLIO
 
Seeks high total return by investing primarily in fixed income securities of
government and government related issuers and, to a lesser extent, of corporate
issuers located in emerging market countries.
 
VAN KAMPEN LIFE INVESTMENT TRUST:
STRATEGIC STOCK PORTFOLIO
 
Seeks to provide investors with an above average total return through a
combination of potential capital appreciation and dividend income, consistent
with the preservation of invested capital by investing primarily in a portfolio
of dividend paying equity securities included in the Dow Jones Industrial
Average or in the Morgan Stanley Capital International USA Index.
 
ENTERPRISE PORTFOLIO
 
Seeks capital appreciation through investments in securities believed by the
investment advisor to have above average potential for capital appreciation.
 
THE INVESTMENT ADVISERS
 
Morgan Stanley Dean Witter Advisors Inc. ("MSDW Advisors"), a Delaware
Corporation, whose address is Two World Trade Center, New York, New York 10048,
is the Investment Manager for the Money Market Portfolio, the North American
Government Securities Portfolio, the Diversified Income Portfolio, the Balanced
Growth Portfolio, the Utilities Portfolio, the Dividend Growth Portfolio, the
Value-Added Market Portfolio, the Growth Portfolio, the American Opportunities
Portfolio, the Mid-Cap Growth Portfolio, the Global Equity Portfolio, the
Developing
 
                              8   - PROSPECTUS
<PAGE>
Growth Portfolio, and the Emerging Markets Portfolio of the Morgan Stanley Dean
Witter Select Dimensions Investment Series (the "Morgan Stanley Dean Witter
Portfolios"). MSDW Advisors was incorporated in July, 1992 and is a wholly-owned
subsidiary of Morgan Stanley Dean Witter & Co. ("MSDW")
 
MSDW Advisors provides administrative services, manages the Morgan Stanley Dean
Witter Portfolios' business affairs and manages the investment of the Morgan
Stanley Dean Witter Portfolios' assets, including the placing of orders for the
purchase and sales of portfolio securities. MSDW Advisors has retained Morgan
Stanley Dean Witter Services Company Inc., its wholly-owned subsidiary, to
perform the aforementioned administrative services for the Morgan Stanley Dean
Witter Portfolios. For its services, the Morgan Stanley Dean Witter Portfolios
pay MSDW Advisors a monthly fee. See the accompanying Fund prospectus for a more
complete description of MSDW Advisors and the respective fees of the Morgan
Stanley Dean Witter Portfolios.
 
With regard to the North American Government Securities Portfolio and the
Emerging Markets Portfolio, TCW Funds Management ("TCW"), under a Sub-Advisory
Agreement with MSDW Advisors, provides these Portfolios with investment advice
and portfolio management, in each case subject to the overall supervision of the
MSDW Advisors. TCW's address is 865 South Figueroa Street, Suite 1800, Los
Angeles, California 90017.
 
With regard to the Growth Portfolio, Morgan Stanley Dean Witter Investment
Management Inc. ("MSDW Investment Management"), under a Sub-Advisory Agreement
with MSDW Advisers, provides the Growth Portfolio with investment advice and
portfolio management, subject to the overall supervision of MSDW Advisors. MSDW
Investment Management, like MSDW Advisors, is a wholly-owned subsidiary of MSDW.
MSDW Investment Management's address is 1221 Avenue of the Americas, New York,
New York 10020.
 
In addition to acting as the Sub-Adviser for the Growth Portfolio, MSDW
Investment Management, pursuant to an Investment Advisory Agreement with the
Morgan Stanley Dean Witter Universal Funds, Inc., is the investment adviser for
the Emerging Markets Debt Portfolio. As the investment adviser, MSDW Investment
Management, provides investment advice and portfolio management services for the
Emerging Markets Debt Portfolio, subject to the supervision of the Morgan
Stanley Dean Witter Universal Fund's Board of Directors.
 
The investment adviser for the High Yield Portfolio and the Mid Cap Value
Portfolio is Miller Anderson & Sherrerd, LLP ("MAS"). MAS is a Pennsylvania
limited liability partnership founded in 1969 with its principal offices at One
Tower Bridge, West Conshohocken, Pennsylvania 19428. MAS provides investment
advisory services to employee benefit plans, endowment portfolios, foundations
and other institutional investors and has served as an investment adviser to
several open-end investment companies. MAS is an indirect wholly-owned
subsidiary of MSDW.
 
The Investment Adviser with respect to the Strategic Stock Portfolio and the
Enterprise Portfolio is Van Kampen Asset Management Inc., a wholly-owned
subsidiary of Van Kampen Investments Inc. Van Kampen Investments Inc. is an
indirect wholly-owned subsidiary of MSDW. Van Kampen Investments Inc. is a
diversified asset management company with more than two million retail investor
accounts, extensive capabilities for managing institutional portfolios, and more
than $75 billion under management or supervision. Van Kampen Investments Inc.'s
more than 50 open-end and 39 closed end portfolios and more than 2,500 unit
investment trusts are professionally distributed by leading financial advisers
nationwide.
 
MIXED AND SHARED FUNDING -- Shares of the Portfolios 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 Portfolios. In
the event of any such material conflicts, we will consider what action may be
appropriate, including removing the Portfolios from the Separate Account or
replacing the Portfolio with another underlying Portfolio. There are certain
risks associated with mixed and shared funding, as disclosed in the Funds'
prospectus.
 
VOTING RIGHTS -- We are the legal owners of all Portfolio shares held in the
Separate Account and we have the right to vote at the Portfolio's shareholder
meetings. To the extent required by federal securities laws or regulations, we
will:
 
- - Notify you of any Portfolio 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 Portfolio shares held for your policy.
 
- - Arrange for the handling and tallying of proxies received from policy owners.
 
- - Vote all Portfolio shares attributable to your policy according to
  instructions received from you, and
 
- - Vote all Portfolio 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 Portfolio 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
 
                              9   - PROSPECTUS
<PAGE>
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
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
 
                             10   - PROSPECTUS
<PAGE>
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.
 
(2) The cost of the capitalization of certain policy acquisition expenses under
    Section 848 of the Internal Revenue Code.
 
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.
 
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.
 
OTHER CHARGES
 
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
 
                             11   - PROSPECTUS
<PAGE>
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 Policy Years 1, 2 and 3, the charge is 7.5%.
 
X  For Policy Years 4 and 5, the charge is 6%.
 
X  For Policy Years 6 and 7, the charge is 4%.
 
X  For Policy Years 8 and 9, the charge is 2%.
 
X  For Policy Years 10 and beyond, 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 PORTFOLIOS -- The Separate Account purchases shares of the
Portfolios at net asset value. The net asset value of the Portfolio shares
reflects investment advisory fees and administrative expenses already deducted
from the assets of the Portfolios. 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 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 the
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.
 
                             12   - PROSPECTUS
<PAGE>
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 PORTFOLIOS -- We reserve the right,
subject to any applicable law, to make certain changes to the Portfolios offered
under your policy. We may, in our sole discretion, establish new Portfolios. New
Portfolios will be will be made available to existing policyholders as we
determine appropriate. We may also close one or more Portfolios to additional
payments or transfers from existing Sub-Accounts.
 
We reserve the right to eliminate the shares of any of the Portfolios for any
reason and to substitute shares of another registered investment company for the
shares of any Portfolio 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 Portfolio 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.
 
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).
 
                             13   - PROSPECTUS
<PAGE>
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 Money Market Sub-Account.
 
We will then allocate the Account Value in the 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 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
Portfolio. 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 Portfolio held in the Sub-Account at the
  end of the current Valuation Period; divided by
 
- - The net asset value per share of each Portfolio held in the Sub-Account at the
  beginning of the Valuation Period.
 
You should refer to the Fund's prospectuses accompanying this Prospectus for a
description of how the assets of each Portfolio 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
Portfolios 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 Portfolios, 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,
 
                             14   - PROSPECTUS
<PAGE>
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:
 
EXAMPLES:
 
<TABLE>
<CAPTION>
                                           A           B
                                       ----------  ----------
<S>                                    <C>         <C>
Face Amount..........................  $  100,000  $  100,000
Account Value........................          40          40
Account Value on Date of Death.......  $   46,500  $   34,000
Specified Percentage.................        250%        250%
</TABLE>
 
In Example A, the Death Benefit equals $116,250, i.e., the greater of $100,000
(the Face Amount) or $116,250 (the Account Value at the Date of Death of
$46,500, multiplied by the specified percentage of 250%). This amount less any
outstanding loans constitutes the Death Proceeds which we would pay to the
beneficiary.
 
In Example B, the death benefit is $100,000, i.e., the greater of $100,000 (the
Face Amount) or $85,000 (the Account Value of $34,000, multiplied by the
specified percentage of 250%).
 
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.
 
                             15   - PROSPECTUS
<PAGE>
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 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
      --------------------------------------------------------------------
 
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".
 
                             16   - PROSPECTUS
<PAGE>
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, 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.
 
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
 
                             17   - PROSPECTUS
<PAGE>
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
Portfolios) 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 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
 
                             18   - PROSPECTUS
<PAGE>
definition of life insurance in Section 7702 but fails the "seven-pay" test of
Section 7702A. The seven-pay test provides that premiums cannot be paid at a
rate more rapidly than that allowed by the payment of seven annual premiums
using specified computational rules provided in Section 7702A(c). The large
single premium permitted under the Policy does not meet the specified
computational rules for the "seven-pay test" under Section 7702A(c). Therefore,
the Policy will generally be treated as a modified endowment contract for
federal income tax purposes. However, an exchange under Section 1035 of the Code
of a life insurance contract issued before June 21, 1988 will not cause the new
Policy to be treated as a modified endowment contract if no additional premiums
are paid.
 
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 Portfolio 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,
 
- - 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.
 
                             19   - PROSPECTUS
<PAGE>
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.
 
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
 
                             20   - PROSPECTUS
<PAGE>
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 modified
single 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 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
 
                             21   - PROSPECTUS
<PAGE>
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 Special Terms subsection of the Prospectus, the definition of Account
Value is deleted and the following definition is substituted:
 
ACCOUNT VALUE -- The current value of Accumulation Units plus the value of the
Loan Account under the Policy. In the case of a Policy Owner who purchases the
Policy in the State of New York (the "New York Policy Owner") and who elects to
transfer into the Fixed Account, Account Value is the current value of the Fixed
Account plus the value of the Loan Account under the Policy.
 
The following definition is added:
 
FIXED ACCOUNT -- Part of the General Account of Hartford to which a New York
Policy Owner may allocate the entire Account Value.
 
The definition of Loan Account is deleted and the following definition is
substituted:
 
LOAN ACCOUNT -- An account in Hartford's General Account, established for any
amounts transferred from the Sub-Accounts or, if a New York Policy Owner, from
the Fixed Account for requested loans. The Loan Account credits a fixed rate of
interest of 4% per annum that is not based on the investment experience of the
Separate Account.
 
The following is added to the Prospectus as a separate section following the
section entitled "Separate Account Five":
 
THE FIXED ACCOUNT
 
REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") AND THE FIXED ACCOUNT
IS NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF
1940 ("1940 ACT"). ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS
THEREIN ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE
1940 ACT, AND THE DISCLOSURE REGARDING THE FIXED ACCOUNT HAS NOT BEEN REVIEWED
BY THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION. THE FOLLOWING DISCLOSURE
ABOUT THE FIXED ACCOUNT MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE
PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE ACCURACY AND
COMPLETENESS OF DISCLOSURE.
 
Under the circumstances described under the heading "Transfer of Entire Account
Value to the Fixed Account", New York Policy Owners may transfer no less than
the entire Account Value to the Fixed Account. Account Value transferred to the
Fixed Account becomes part of the general assets of Hartford. Hartford invests
the assets of the General Account in accordance with applicable laws governing
the investment of insurance company general accounts.
 
Hartford currently credits interest to the Account Value transferred to the
Fixed Account under the Policy at the Minimum Credited Rate of 3% per year,
compounded annually. Hartford reserves the right to credit a lower minimum
interest rate according to state law. Hartford may also credit interest at rates
greater than the minimum Fixed Account interest rate. There is no specific
formula for determining the interest credited to the Account Value in the Fixed
Account.
 
The following language is added to the section of the Prospectus entitled
"Charges and Deductions -- Administrative Charge":
 
No Administrative Charge is deducted from Sub-Account Value in the Fixed
Account.
 
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 Account.
 
The following separate sections are added to the section of the Prospectus
entitled "Your Policy":
 
TRANSFER OF ENTIRE ACCOUNT VALUE TO THE FIXED ACCOUNT
 
New York Policy Owners may transfer no less than the entire Account Value into
the Fixed Account under the following circumstances: (i) during the first 18
months following the Date of Issue, (ii) within 30 days following a Policy
Anniversary, or (iii) within 60 days following the effective date of a material
change in the investment policy of the Separate Account which the New York
Policy Owner objects to.
 
A TRANSFER TO THE FIXED ACCOUNT MUST BE FOR THE ENTIRE ACCOUNT VALUE AND ONCE
THE ACCOUNT VALUE HAS BEEN TRANSFERRED TO THE FIXED ACCOUNT, IT MAY NOT, UNDER
ANY CIRCUMSTANCES, BE TRANSFERRED BACK TO THE SEPARATE ACCOUNT.
 
For New York Policy Owners who elect to invest in the Fixed Account, Hartford
will transfer the entire Account Value from the Separate Account to the Fixed
Account on the Monthly Activity Date next following the date on which Hartford
received the transfer request. The Account Value in the Fixed Account on
 
                             24   - PROSPECTUS
<PAGE>
the date of transfer equals the entire Account Value; plus the value of the Loan
Account; minus the Monthly Deduction Amount applicable to the Fixed Account and
minus the Annual Maintenance Fee, if applicable. On each subsequent Monthly
Activity Date, the Account Value in the Fixed Account equals the Account Value
on the previous Monthly Activity Date; plus any premiums received since the last
Monthly Activity Date; plus interest credited since the last Monthly Activity
Date; minus the Monthly Deduction Amount applicable to the Fixed Account; minus
any partial surrenders taken since the last Monthly Activity Date and minus any
Surrender Charges deducted since the last Monthly Deduction Date. On each
Valuation Date (other than a Monthly Activity Date), the Account Value of the
Fixed Account equals the Account Value on the previous Monthly Activity Date;
plus any premiums received since the last Monthly Activity Date; plus any
interest credited since the last Monthly Activity Date; minus any partial
surrenders taken since the last Monthly Activity Date and minus any Surrender
Charges deducted since the last Monthly Activity Date.
 
DEFERRED PAYMENTS
 
Hartford reserves the right to defer payment of any Cash Surrender Values and
loan amounts which are attributable to the Fixed Account for up to six months
from the date of request. If payment is deferred for more than ten days,
Hartford will pay interest at the Fixed Account Minimum Credited Interest Rate.
 
                             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
 ----------------------------------------------------------------------------
   Illustration 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>
                                                                                OTHER BUSINESS PROFESSION,
                                                                                  VOCATION OR EMPLOYMENT
                               POSITION WITH HARTFORD;                             FOR PAST FIVE YEARS;
          NAME                     YEAR OF ELECTION                                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 (1998),
                          Treasurer, 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>
                                                                                OTHER BUSINESS PROFESSION,
                                                                                  VOCATION OR EMPLOYMENT
                               POSITION WITH HARTFORD;                             FOR PAST FIVE YEARS;
          NAME                     YEAR OF ELECTION                                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, 1995      Senior Vice President (1994-1995); Vice President (1989-1994);
                          Director, 1994*                       Actuary (1987-1995), Hartford; Director (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 Chief   Vice President (1993-1997); Assistant Vice President
                          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>
                                                                                OTHER BUSINESS PROFESSION,
                                                                                  VOCATION OR EMPLOYMENT
                               POSITION WITH HARTFORD;                             FOR PAST FIVE YEARS;
          NAME                     YEAR OF ELECTION                                OTHER DIRECTORSHIPS
- ------------------------  ----------------------------------  --------------------------------------------------------------
<S>                       <C>                                 <C>
Lowndes A. Smith          President, 1989                     Chief Operating Officer (1989-1997), Hartford; Director
                          Chief Executive Officer, 1997         (1981-Present); President (1989-Present); Chief Executive
                          Director, 1981*                       Officer (1997-Present); Chief Operating Officer (1989-1997),
                                                                Hartford Life and Accident Insurance Company; Chief
                                                                Executive Officer and President and Director (1997-Present),
                                                                Hartford Life, Inc.
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 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
 
                              5   - PROSPECTUS
<PAGE>
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 the 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 0.86% 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 0.86% described above) of -0.86%,
5.14% and 11.14%, 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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $44,053
                          ISSUE AGE: MALE 45 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,856       9,831          44,053       10,774        9,751        44,053
      2          11,025          11,752      10,737          44,053       11,578       10,566        44,053
      3          11,576          12,725      11,722          44,053       12,448       11,450        44,053
      4          12,155          13,781      12,944          44,053       13,389       12,558        44,053
      5          12,763          14,927      14,111          44,053       14,410       13,600        44,053
 
      6          13,401          16,172      15,580          44,053       15,515       14,930        44,053
      7          14,071          17,523      16,961          44,053       16,714       16,159        44,053
      8          14,775          18,990      18,665          44,053       18,014       17,694        44,053
      9          15,513          20,582      20,300          44,053       19,424       19,145        44,053
     10          16,289          22,310      22,280          44,053       20,956       20,926        44,053
 
     11          17,103          24,381      24,351          44,053       22,807       22,777        44,053
     12          17,959          26,647      26,617          44,053       24,845       24,815        44,053
     13          18,856          29,127      29,097          44,053       27,093       27,063        44,053
     14          19,799          31,853      31,823          44,053       29,579       29,549        44,053
     15          20,789          34,867      34,837          46,721       32,335       32,305        44,053
 
     16          21,829          38,180      38,150          49,633       35,394       35,364        46,011
     17          22,920          41,804      41,774          53,509       38,751       38,721        49,601
     18          24,066          45,769      45,739          57,669       42,424       42,394        53,454
     19          25,270          50,106      50,106          62,131       46,442       46,412        57,587
     20          26,533          54,885      54,885          66,959       50,838       50,838        62,022
 
     25          33,864          86,308      86,308         100,117       79,936       79,936        92,726
     35          55,160         213,073     213,073         225,857      197,212      197,212       209,044
</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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $44,053
                          ISSUE AGE: MALE 45 PREFERRED
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,270       9,258          44,053       10,187        9,178        44,053
      2          11,025          10,516       9,525          44,053       10,338        9,352        44,053
      3          11,576          10,768       9,800          44,053       10,482        9,519        44,053
      4          12,155          11,028      10,232          44,053       10,618        9,829        44,053
      5          12,763          11,294      10,523          44,053       10,744        9,979        44,053
 
      6          13,401          11,567      11,022          44,053       10,857       10,318        44,053
      7          14,071          11,848      11,330          44,053       10,954       10,442        44,053
      8          14,775          12,137      11,846          44,053       11,033       10,748        44,053
      9          15,513          12,433      12,172          44,053       11,089       10,832        44,053
     10          16,289          12,738      12,708          44,053       11,119       11,089        44,053
 
     11          17,103          13,155      13,125          44,053       11,208       11,178        44,053
     12          17,959          13,587      13,557          44,053       11,267       11,237        44,053
     13          18,856          14,035      14,005          44,053       11,291       11,261        44,053
     14          19,799          14,498      14,468          44,053       11,275       11,245        44,053
     15          20,789          14,977      14,947          44,053       11,211       11,181        44,053
 
     16          21,829          15,474      15,444          44,053       11,091       11,061        44,053
     17          22,920          15,988      15,958          44,053       10,904       10,874        44,053
     18          24,066          16,520      16,490          44,053       10,639       10,609        44,053
     19          25,270          17,070      17,040          44,053       10,278       10,248        44,053
     20          26,533          17,640      17,610          44,053        9,806        9,776        44,053
 
     25          33,864          20,807      20,777          44,053        5,008        4,978        44,053
     35          55,160          29,047      29,017          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $44,053
                          ISSUE AGE: MALE 45 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.86% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,684       8,709          44,053        9,601        8,635        44,053
      2          11,025           9,348       8,430          44,053        9,169        8,268        44,053
      3          11,576           9,023       8,158          44,053        8,733        7,895        44,053
      4          12,155           8,708       8,025          44,053        8,291        7,639        44,053
      5          12,763           8,404       7,764          44,053        7,842        7,244        44,053
 
      6          13,401           8,109       7,673          44,053        7,384        6,984        44,053
      7          14,071           7,823       7,421          44,053        6,912        6,554        44,053
      8          14,775           7,546       7,327          44,053        6,424        6,234        44,053
      9          15,513           7,278       7,084          44,053        5,916        5,753        44,053
     10          16,289           7,019       6,989          44,053        5,384        5,354        44,053
 
     11          17,103           6,822       6,792          44,053        4,864        4,834        44,053
     12          17,959           6,630       6,600          44,053        4,307        4,277        44,053
     13          18,856           6,442       6,412          44,053        3,708        3,678        44,053
     14          19,799           6,259       6,229          44,053        3,063        3,033        44,053
     15          20,789           6,081       6,051          44,053        2,363        2,333        44,053
 
     16          21,829           5,906       5,876          44,053        1,599        1,569        44,053
     17          22,920           5,736       5,706          44,053          763          733        44,053
     18          24,066           5,570       5,540          44,053           --           --            --
     19          25,270           5,408       5,378          44,053           --           --            --
     20          26,533           5,249       5,219          44,053           --           --            --
 
     25          33,864           4,513       4,483          44,053           --           --            --
     35          55,160           3,281       3,251          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $44,053
                          ISSUE AGE: MALE 45 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,489       9,709          44,053       10,403        9,623        44,053
      2          11,025          11,429      10,649          44,053       11,244       10,464        44,053
      3          11,576          12,455      11,675          44,053       12,161       11,381        44,053
      4          12,155          13,576      12,946          44,053       13,161       12,531        44,053
      5          12,763          14,801      14,171          44,053       14,252       13,622        44,053
 
      6          13,401          16,139      15,709          44,053       15,443       15,013        44,053
      7          14,071          17,602      17,172          44,053       16,744       16,314        44,053
      8          14,775          19,200      18,970          44,053       18,166       17,936        44,053
      9          15,513          20,946      20,716          44,053       19,721       19,491        44,053
     10          16,289          22,854      22,824          44,053       21,424       21,394        44,053
 
     11          17,103          24,976      24,946          44,053       23,328       23,298        44,053
     12          17,959          27,298      27,268          44,053       25,425       25,395        44,053
     13          18,856          29,841      29,811          44,053       27,739       27,709        44,053
     14          19,799          32,647      32,617          45,052       30,301       30,271        44,053
     15          20,789          35,741      35,711          47,893       33,143       33,113        44,411
 
     16          21,829          39,138      39,108          50,879       36,287       36,257        47,172
     17          22,920          42,854      42,824          54,853       39,730       39,700        50,854
     18          24,066          46,920      46,890          59,118       43,496       43,466        54,805
     19          25,270          51,367      51,367          63,694       47,617       47,587        59,044
     20          26,533          56,266      56,266          68,644       52,125       52,125        63,592
 
     25          33,864          88,479      88,479         102,635       81,960       81,960        95,073
     35          55,160         218,433     218,433         231,538      202,204      202,204       214,336
</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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $44,053
                          ISSUE AGE: MALE 45 PREFERRED
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,923       9,149          44,053        9,836        9,069        44,053
      2          11,025          10,226       9,446          44,053       10,040        9,260        44,053
      3          11,576          10,539       9,759          44,053       10,240        9,460        44,053
      4          12,155          10,863      10,233          44,053       10,434        9,804        44,053
      5          12,763          11,198      10,568          44,053       10,622        9,992        44,053
 
      6          13,401          11,544      11,114          44,053       10,801       10,371        44,053
      7          14,071          11,901      11,471          44,053       10,969       10,539        44,053
      8          14,775          12,271      12,041          44,053       11,122       10,892        44,053
      9          15,513          12,653      12,423          44,053       11,256       11,026        44,053
     10          16,289          13,048      13,018          44,053       11,368       11,338        44,053
 
     11          17,103          13,476      13,446          44,053       11,470       11,440        44,053
     12          17,959          13,920      13,890          44,053       11,543       11,513        44,053
     13          18,856          14,379      14,349          44,053       11,582       11,552        44,053
     14          19,799          14,854      14,824          44,053       11,583       11,553        44,053
     15          20,789          15,346      15,316          44,053       11,537       11,507        44,053
 
     16          21,829          15,856      15,826          44,053       11,436       11,406        44,053
     17          22,920          16,383      16,353          44,053       11,271       11,241        44,053
     18          24,066          16,929      16,899          44,053       11,028       10,998        44,053
     19          25,270          17,494      17,464          44,053       10,693       10,663        44,053
     20          26,533          18,079      18,049          44,053       10,249       10,219        44,053
 
     25          33,864          21,328      21,298          44,053        5,655        5,625        44,053
     35          55,160          29,784      29,754          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $44,053
                          ISSUE AGE: MALE 45 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.86% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,357       8,625          44,053        9,270        8,545        44,053
      2          11,025           9,091       8,379          44,053        8,903        8,206        44,053
      3          11,576           8,831       8,139          44,053        8,529        7,859        44,053
      4          12,155           8,578       8,034          44,053        8,145        7,626        44,053
      5          12,763           8,332       7,802          44,053        7,750        7,255        44,053
 
      6          13,401           8,091       7,738          44,053        7,342        7,018        44,053
      7          14,071           7,857       7,513          44,053        6,917        6,610        44,053
      8          14,775           7,629       7,446          44,053        6,472        6,313        44,053
      9          15,513           7,407       7,228          44,053        6,004        5,854        44,053
     10          16,289           7,190       7,160          44,053        5,507        5,477        44,053
 
     11          17,103           6,989       6,959          44,053        4,986        4,956        44,053
     12          17,959           6,793       6,763          44,053        4,428        4,398        44,053
     13          18,856           6,601       6,571          44,053        3,829        3,799        44,053
     14          19,799           6,415       6,385          44,053        3,183        3,153        44,053
     15          20,789           6,232       6,202          44,053        2,483        2,453        44,053
 
     16          21,829           6,054       6,024          44,053        1,719        1,689        44,053
     17          22,920           5,880       5,850          44,053          883          853        44,053
     18          24,066           5,711       5,681          44,053           --           --            --
     19          25,270           5,545       5,515          44,053           --           --            --
     20          26,533           5,384       5,354          44,053           --           --            --
 
     25          33,864           4,632       4,602          44,053           --           --            --
     35          55,160           3,374       3,344          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $34,014
                         ISSUE AGE: FEMALE 55 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,856       9,831          34,014       10,729        9,707        34,014
      2          11,025          11,752      10,737          34,014       11,484       10,474        34,014
      3          11,576          12,725      11,722          34,014       12,303       11,308        34,014
      4          12,155          13,781      12,944          34,014       13,194       12,366        34,014
      5          12,763          14,927      14,111          34,014       14,163       13,356        34,014
 
      6          13,401          16,172      15,580          34,014       15,218       14,635        34,014
      7          14,071          17,523      16,961          34,014       16,365       15,812        34,014
      8          14,775          18,990      18,665          34,014       17,612       17,294        34,014
      9          15,513          20,582      20,300          34,014       18,970       18,692        34,014
     10          16,289          22,310      22,280          34,014       20,451       20,421        34,014
 
     11          17,103          24,381      24,351          34,014       22,252       22,222        34,014
     12          17,959          26,653      26,623          34,014       24,250       24,220        34,014
     13          18,856          29,182      29,152          34,434       26,479       26,449        34,014
     14          19,799          31,982      31,952          37,418       28,973       28,943        34,014
     15          20,789          35,050      35,020          40,658       31,748       31,718        36,827
 
     16          21,829          38,412      38,382          44,173       34,790       34,760        40,008
     17          22,920          42,106      42,076          47,579       38,133       38,103        43,089
     18          24,066          46,168      46,138          51,246       41,809       41,779        46,407
     19          25,270          50,641      50,641          55,198       45,856       45,826        49,982
     20          26,533          55,558      55,558          60,557       50,275       50,275        54,799
 
     25          33,864          88,190      88,190          93,481       79,805       79,805        84,593
     35          55,160         218,333     218,333         229,249      194,662      194,662       204,395
</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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $34,014
                         ISSUE AGE: FEMALE 55 PREFERRED
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,270       9,258          34,014       10,143        9,134        34,014
      2          11,025          10,516       9,525          34,014       10,246        9,261        34,014
      3          11,576          10,768       9,800          34,014       10,340        9,379        34,014
      4          12,155          11,028      10,232          34,014       10,424        9,638        34,014
      5          12,763          11,294      10,523          34,014       10,497        9,735        34,014
 
      6          13,401          11,567      11,022          34,014       10,554       10,019        34,014
      7          14,071          11,848      11,330          34,014       10,592       10,083        34,014
      8          14,775          12,137      11,846          34,014       10,605       10,322        34,014
      9          15,513          12,433      12,172          34,014       10,584       10,327        34,014
     10          16,289          12,738      12,708          34,014       10,523       10,493        34,014
 
     11          17,103          13,155      13,125          34,014       10,505       10,475        34,014
     12          17,959          13,587      13,557          34,014       10,442       10,412        34,014
     13          18,856          14,035      14,005          34,014       10,331       10,301        34,014
     14          19,799          14,498      14,468          34,014       10,167       10,137        34,014
     15          20,789          14,977      14,947          34,014        9,940        9,910        34,014
 
     16          21,829          15,474      15,444          34,014        9,637        9,607        34,014
     17          22,920          15,988      15,958          34,014        9,235        9,205        34,014
     18          24,066          16,520      16,490          34,014        8,708        8,678        34,014
     19          25,270          17,070      17,040          34,014        8,023        7,993        34,014
     20          26,533          17,640      17,610          34,014        7,143        7,113        34,014
 
     25          33,864          20,807      20,777          34,014           --           --            --
     35          55,160          29,047      29,017          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $34,014
                         ISSUE AGE: FEMALE 55 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.86% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,684       8,709          34,014        9,557        8,595        34,014
      2          11,025           9,348       8,430          34,014        9,077        8,185        34,014
      3          11,576           9,023       8,158          34,014        8,592        7,768        34,014
      4          12,155           8,708       8,025          34,014        8,101        7,463        34,014
      5          12,763           8,404       7,764          34,014        7,601        7,020        34,014
 
      6          13,401           8,109       7,673          34,014        7,088        6,704        34,014
      7          14,071           7,823       7,421          34,014        6,558        6,217        34,014
      8          14,775           7,546       7,327          34,014        6,004        5,824        34,014
      9          15,513           7,278       7,084          34,014        5,417        5,265        34,014
     10          16,289           7,019       6,989          34,014        4,790        4,760        34,014
 
     11          17,103           6,822       6,792          34,014        4,155        4,125        34,014
     12          17,959           6,630       6,600          34,014        3,467        3,437        34,014
     13          18,856           6,442       6,412          34,014        2,721        2,691        34,014
     14          19,799           6,259       6,229          34,014        1,912        1,882        34,014
     15          20,789           6,081       6,051          34,014        1,031        1,001        34,014
 
     16          21,829           5,906       5,876          34,014           61           31        34,014
     17          22,920           5,736       5,706          34,014           --           --            --
     18          24,066           5,570       5,540          34,014           --           --            --
     19          25,270           5,408       5,378          34,014           --           --            --
     20          26,533           5,249       5,219          34,014           --           --            --
 
     25          33,864           4,513       4,483          34,014           --           --            --
     35          55,160           3,281       3,251          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $34,014
                         ISSUE AGE: FEMALE 55 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,489       9,709          34,014       10,356        9,576        34,014
      2          11,025          11,429      10,649          34,014       11,147       10,367        34,014
      3          11,576          12,455      11,675          34,014       12,011       11,231        34,014
      4          12,155          13,576      12,946          34,014       12,956       12,326        34,014
      5          12,763          14,801      14,171          34,014       13,993       13,363        34,014
 
      6          13,401          16,139      15,709          34,014       15,129       14,699        34,014
      7          14,071          17,602      17,172          34,014       16,374       15,944        34,014
      8          14,775          19,200      18,970          34,014       17,739       17,509        34,014
      9          15,513          20,946      20,716          34,014       19,237       19,007        34,014
     10          16,289          22,854      22,824          34,014       20,884       20,854        34,014
 
     11          17,103          24,976      24,946          34,014       22,738       22,708        34,014
     12          17,959          27,313      27,283          34,014       24,797       24,767        34,014
     13          18,856          29,921      29,891          35,306       27,093       27,063        34,014
     14          19,799          32,793      32,763          38,367       29,665       29,635        34,708
     15          20,789          35,940      35,910          41,689       32,509       32,479        37,710
 
     16          21,829          39,387      39,357          45,295       35,624       35,594        40,967
     17          22,920          43,176      43,146          48,789       39,048       39,018        44,124
     18          24,066          47,343      47,313          52,550       42,813       42,783        47,522
     19          25,270          51,930      51,930          56,603       46,958       46,928        51,184
     20          26,533          56,972      56,972          62,099       51,484       51,484        56,117
 
     25          33,864          90,435      90,435          95,861       81,724       81,724        86,627
     35          55,160         223,890     223,890         235,084      199,344      199,344       209,311
</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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $34,014
                         ISSUE AGE: FEMALE 55 PREFERRED
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,923       9,149          34,014        9,790        9,026        34,014
      2          11,025          10,226       9,446          34,014        9,944        9,168        34,014
      3          11,576          10,539       9,759          34,014       10,091        9,311        34,014
      4          12,155          10,863      10,233          34,014       10,232        9,602        34,014
      5          12,763          11,198      10,568          34,014       10,365        9,735        34,014
 
      6          13,401          11,544      11,114          34,014       10,486       10,056        34,014
      7          14,071          11,901      11,471          34,014       10,591       10,161        34,014
      8          14,775          12,271      12,041          34,014       10,674       10,444        34,014
      9          15,513          12,653      12,423          34,014       10,728       10,498        34,014
     10          16,289          13,048      13,018          34,014       10,746       10,716        34,014
 
     11          17,103          13,476      13,446          34,014       10,741       10,711        34,014
     12          17,959          13,920      13,890          34,014       10,693       10,663        34,014
     13          18,856          14,379      14,349          34,014       10,599       10,569        34,014
     14          19,799          14,854      14,824          34,014       10,452       10,422        34,014
     15          20,789          15,346      15,316          34,014       10,245       10,215        34,014
 
     16          21,829          15,856      15,826          34,014        9,963        9,933        34,014
     17          22,920          16,383      16,353          34,014        9,586        9,556        34,014
     18          24,066          16,929      16,899          34,014        9,087        9,057        34,014
     19          25,270          17,494      17,464          34,014        8,433        8,403        34,014
     20          26,533          18,079      18,049          34,014        7,589        7,559        34,014
 
     25          33,864          21,328      21,298          34,014           --           --            --
     35          55,160          29,784      29,754          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $34,014
                         ISSUE AGE: FEMALE 55 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.86% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,357       8,625          34,014        9,224        8,503        34,014
      2          11,025           9,091       8,379          34,014        8,809        8,118        34,014
      3          11,576           8,831       8,139          34,014        8,384        7,725        34,014
      4          12,155           8,578       8,034          34,014        7,948        7,441        34,014
      5          12,763           8,332       7,802          34,014        7,500        7,020        34,014
 
      6          13,401           8,091       7,738          34,014        7,036        6,725        34,014
      7          14,071           7,857       7,513          34,014        6,551        6,259        34,014
      8          14,775           7,629       7,446          34,014        6,037        5,886        34,014
      9          15,513           7,407       7,228          34,014        5,487        5,347        34,014
     10          16,289           7,190       7,160          34,014        4,893        4,863        34,014
 
     11          17,103           6,989       6,959          34,014        4,258        4,228        34,014
     12          17,959           6,793       6,763          34,014        3,570        3,540        34,014
     13          18,856           6,601       6,571          34,014        2,824        2,794        34,014
     14          19,799           6,415       6,385          34,014        2,017        1,987        34,014
     15          20,789           6,232       6,202          34,014        1,136        1,106        34,014
 
     16          21,829           6,054       6,024          34,014          168          138        34,014
     17          22,920           5,880       5,850          34,014           --           --            --
     18          24,066           5,711       5,681          34,014           --           --            --
     19          25,270           5,545       5,515          34,014           --           --            --
     20          26,533           5,384       5,354          34,014           --           --            --
 
     25          33,864           4,632       4,602          34,014           --           --            --
     35          55,160           3,374       3,344          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $20,001
                          ISSUE AGE: MALE 65 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,856       9,831          20,001       10,642        9,623        20,001
      2          11,025          11,752      10,737          20,001       11,302       10,296        20,001
      3          11,576          12,725      11,722          20,001       12,017       11,026        20,001
      4          12,155          13,781      12,944          20,001       12,796       11,974        20,001
      5          12,763          14,927      14,111          20,001       13,653       12,852        20,001
 
      6          13,401          16,172      15,580          20,001       14,600       14,024        20,001
      7          14,071          17,523      16,961          20,001       15,657       15,110        20,001
      8          14,775          18,993      18,668          21,082       16,849       16,535        20,001
      9          15,513          20,604      20,322          22,458       18,208       17,932        20,001
     10          16,289          22,339      22,309          24,349       19,736       19,706        21,512
 
     11          17,103          24,420      24,390          26,374       21,571       21,541        23,296
     12          17,959          26,704      26,674          28,573       23,585       23,555        25,235
     13          18,856          29,190      29,160          31,232       25,775       25,745        27,578
     14          19,799          31,921      31,891          33,835       28,182       28,152        29,873
     15          20,789          34,898      34,868          36,991       30,800       30,770        32,648
 
     16          21,829          38,170      38,140          40,078       33,685       33,655        35,368
     17          22,920          41,737      41,707          43,823       36,821       36,791        38,661
     18          24,066          45,639      45,609          47,921       40,225       40,195        42,236
     19          25,270          49,910      49,880          52,405       43,915       43,885        46,110
     20          26,533          54,583      54,583          57,312       47,909       47,879        50,304
 
     25          33,864          85,651      85,651          89,933       73,287       73,287        76,951
     35          55,160         211,074     211,074         213,184      175,108      175,108       176,858
</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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $20,001
                          ISSUE AGE: MALE 65 PREFERRED
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,270       9,258          20,001       10,054        9,048        20,001
      2          11,025          10,516       9,525          20,001       10,048        9,068        20,001
      3          11,576          10,768       9,800          20,001       10,010        9,055        20,001
      4          12,155          11,028      10,232          20,001        9,933        9,158        20,001
      5          12,763          11,294      10,523          20,001        9,811        9,069        20,001
 
      6          13,401          11,567      11,022          20,001        9,632        9,120        20,001
      7          14,071          11,848      11,330          20,001        9,385        8,909        20,001
      8          14,775          12,137      11,846          20,001        9,053        8,796        20,001
      9          15,513          12,433      12,172          20,001        8,614        8,390        20,001
     10          16,289          12,738      12,708          20,001        8,044        8,014        20,001
 
     11          17,103          13,155      13,125          20,001        7,380        7,350        20,001
     12          17,959          13,587      13,557          20,001        6,522        6,492        20,001
     13          18,856          14,035      14,005          20,001        5,425        5,395        20,001
     14          19,799          14,498      14,468          20,001        4,026        3,996        20,001
     15          20,789          14,977      14,947          20,001        2,243        2,213        20,001
 
     16          21,829          15,474      15,444          20,001           --           --            --
     17          22,920          15,988      15,958          20,001           --           --            --
     18          24,066          16,520      16,490          20,001           --           --            --
     19          25,270          17,070      17,040          20,001           --           --            --
     20          26,533          17,640      17,610          20,001           --           --            --
 
     25          33,864          20,807      20,777          21,846           --           --            --
     35          55,160          29,071      29,041          29,361           --           --            --
</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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $20,001
                          ISSUE AGE: MALE 65 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.86% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,684       8,709          20,001        9,465        8,512        20,001
      2          11,025           9,348       8,430          20,001        8,867        7,995        20,001
      3          11,576           9,023       8,158          20,001        8,230        7,439        20,001
      4          12,155           8,708       8,025          20,001        7,545        6,949        20,001
      5          12,763           8,404       7,764          20,001        6,803        6,280        20,001
 
      6          13,401           8,109       7,673          20,001        5,991        5,661        20,001
      7          14,071           7,823       7,421          20,001        5,090        4,818        20,001
      8          14,775           7,546       7,327          20,001        4,078        3,946        20,001
      9          15,513           7,278       7,084          20,001        2,927        2,831        20,001
     10          16,289           7,019       6,989          20,001        1,605        1,575        20,001
 
     11          17,103           6,822       6,792          20,001           84           54        20,001
     12          17,959           6,630       6,600          20,001           --           --            --
     13          18,856           6,442       6,412          20,001           --           --            --
     14          19,799           6,259       6,229          20,001           --           --            --
     15          20,789           6,081       6,051          20,001           --           --            --
 
     16          21,829           5,906       5,876          20,001           --           --            --
     17          22,920           5,736       5,706          20,001           --           --            --
     18          24,066           5,570       5,540          20,001           --           --            --
     19          25,270           5,408       5,378          20,001           --           --            --
     20          26,533           5,249       5,219          20,001           --           --            --
 
     25          33,864           4,513       4,483          20,001           --           --            --
     35          55,160           3,281       3,251          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $20,001
                          ISSUE AGE: MALE 65 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,489       9,709          20,001       10,262        9,482        20,001
      2          11,025          11,429      10,649          20,001       10,946       10,166        20,001
      3          11,576          12,455      11,675          20,001       11,692       10,912        20,001
      4          12,155          13,576      12,946          20,001       12,512       11,882        20,001
      5          12,763          14,801      14,171          20,001       13,419       12,789        20,001
 
      6          13,401          16,139      15,709          20,001       14,429       13,999        20,001
      7          14,071          17,602      17,172          20,001       15,565       15,135        20,001
      8          14,775          19,204      18,974          21,316       16,855       16,625        20,001
      9          15,513          20,969      20,739          22,855       18,338       18,108        20,001
     10          16,289          22,884      22,854          24,943       20,009       19,979        21,809
 
     11          17,103          25,017      24,987          27,018       21,870       21,840        23,619
     12          17,959          27,357      27,327          29,272       23,912       23,882        25,585
     13          18,856          29,904      29,874          31,997       26,132       26,102        27,961
     14          19,799          32,703      32,673          34,664       28,574       28,544        30,288
     15          20,789          35,754      35,724          37,898       31,229       31,199        33,102
 
     16          21,829          39,107      39,077          41,062       34,154       34,124        35,861
     17          22,920          42,762      42,732          44,900       37,334       37,304        39,200
     18          24,066          46,761      46,731          49,099       40,786       40,756        42,825
     19          25,270          51,138      51,138          53,694       44,528       44,498        46,754
     20          26,533          55,960      55,960          58,757       48,578       48,548        51,006
 
     25          33,864          87,811      87,811          92,201       74,311       74,311        78,026
     35          55,160         216,397     216,397         218,560      177,555      177,555       179,330
</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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $20,001
                          ISSUE AGE: MALE 65 PREFERRED
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,923       9,149          20,001        9,693        8,936        20,001
      2          11,025          10,226       9,446          20,001        9,729        8,970        20,001
      3          11,576          10,539       9,759          20,001        9,734        8,974        20,001
      4          12,155          10,863      10,233          20,001        9,703        9,091        20,001
      5          12,763          11,198      10,568          20,001        9,628        9,020        20,001
 
      6          13,401          11,544      11,114          20,001        9,499        9,089        20,001
      7          14,071          11,901      11,471          20,001        9,304        8,902        20,001
      8          14,775          12,271      12,041          20,001        9,026        8,816        20,001
      9          15,513          12,653      12,423          20,001        8,645        8,442        20,001
     10          16,289          13,048      13,018          20,001        8,136        8,106        20,001
 
     11          17,103          13,476      13,446          20,001        7,484        7,454        20,001
     12          17,959          13,920      13,890          20,001        6,640        6,610        20,001
     13          18,856          14,379      14,349          20,001        5,559        5,529        20,001
     14          19,799          14,854      14,824          20,001        4,182        4,152        20,001
     15          20,789          15,346      15,316          20,001        2,424        2,394        20,001
 
     16          21,829          15,856      15,826          20,001          167          137        20,001
     17          22,920          16,383      16,353          20,001           --           --            --
     18          24,066          16,929      16,899          20,001           --           --            --
     19          25,270          17,494      17,464          20,001           --           --            --
     20          26,533          18,079      18,049          20,001           --           --            --
 
     25          33,864          21,328      21,298          22,394           --           --            --
     35          55,160          29,808      29,778          30,106           --           --            --
</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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $20,001
                          ISSUE AGE: MALE 65 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.86% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,357       8,625          20,001        9,125        8,411        20,001
      2          11,025           9,091       8,379          20,001        8,583        7,910        20,001
      3          11,576           8,831       8,139          20,001        7,998        7,368        20,001
      4          12,155           8,578       8,034          20,001        7,361        6,889        20,001
      5          12,763           8,332       7,802          20,001        6,662        6,232        20,001
 
      6          13,401           8,091       7,738          20,001        5,888        5,622        20,001
      7          14,071           7,857       7,513          20,001        5,020        4,789        20,001
      8          14,775           7,629       7,446          20,001        4,036        3,925        20,001
      9          15,513           7,407       7,228          20,001        2,906        2,818        20,001
     10          16,289           7,190       7,160          20,001        1,599        1,569        20,001
 
     11          17,103           6,989       6,959          20,001           78           48        20,001
     12          17,959           6,793       6,763          20,001           --           --            --
     13          18,856           6,601       6,571          20,001           --           --            --
     14          19,799           6,415       6,385          20,001           --           --            --
     15          20,789           6,232       6,202          20,001           --           --            --
 
     16          21,829           6,054       6,024          20,001           --           --            --
     17          22,920           5,880       5,850          20,001           --           --            --
     18          24,066           5,711       5,681          20,001           --           --            --
     19          25,270           5,545       5,515          20,001           --           --            --
     20          26,533           5,384       5,354          20,001           --           --            --
 
     25          33,864           4,632       4,602          20,001           --           --            --
     35          55,160           3,374       3,344          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $45,872
                          ISSUE AGE: MALE 55 PREFERRED
                         ISSUE AGE: FEMALE 55 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,923       9,898          45,872       10,923        9,898        45,872
      2          11,025          11,893      10,875          45,872       11,893       10,875        45,872
      3          11,576          12,944      11,938          45,872       12,944       11,938        45,872
      4          12,155          14,084      13,243          45,872       14,084       13,243        45,872
      5          12,763          15,320      14,499          45,872       15,320       14,499        45,872
 
      6          13,401          16,659      16,063          45,872       16,659       16,063        45,872
      7          14,071          18,110      17,544          45,872       18,110       17,544        45,872
      8          14,775          19,680      19,352          45,872       19,680       19,352        45,872
      9          15,513          21,381      21,097          45,872       21,381       21,097        45,872
     10          16,289          23,221      23,191          45,872       23,221       23,191        45,872
 
     11          17,103          25,421      25,391          45,872       25,420       25,390        45,872
     12          17,959          27,832      27,802          45,872       27,827       27,797        45,872
     13          18,856          30,477      30,447          45,872       30,470       30,440        45,872
     14          19,799          33,387      33,357          45,872       33,378       33,348        45,872
     15          20,789          36,600      36,570          45,872       36,591       36,561        45,872
 
     16          21,829          40,162      40,132          46,186       40,152       40,122        46,174
     17          22,920          44,102      44,072          49,835       44,091       44,061        49,822
     18          24,066          48,431      48,401          53,758       48,419       48,389        53,744
     19          25,270          53,190      53,190          57,977       53,176       53,176        57,962
     20          26,533          58,426      58,426          63,684       58,411       58,411        63,668
 
     25          33,864          93,127      93,127          98,714       93,103       93,103        98,689
     35          55,160         233,177     233,177         244,835      227,324      227,324       238,689
</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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $45,872
                          ISSUE AGE: MALE 55 PREFERRED
                         ISSUE AGE: FEMALE 55 PREFERRED
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,334       9,321          45,872       10,334        9,321        45,872
      2          11,025          10,641       9,648          45,872       10,641        9,648        45,872
      3          11,576          10,950       9,978          45,872       10,950        9,978        45,872
      4          12,155          11,260      10,461          45,872       11,260       10,461        45,872
      5          12,763          11,569      10,794          45,872       11,569       10,794        45,872
 
      6          13,401          11,875      11,326          45,872       11,875       11,326        45,872
      7          14,071          12,182      11,661          45,872       12,174       11,653        45,872
      8          14,775          12,499      12,206          45,872       12,464       12,171        45,872
      9          15,513          12,824      12,562          45,872       12,737       12,476        45,872
     10          16,289          13,158      13,128          45,872       12,990       12,960        45,872
 
     11          17,103          13,611      13,581          45,872       13,322       13,292        45,872
     12          17,959          14,081      14,051          45,872       13,626       13,596        45,872
     13          18,856          14,567      14,537          45,872       13,896       13,866        45,872
     14          19,799          15,072      15,042          45,872       14,121       14,091        45,872
     15          20,789          15,595      15,565          45,872       14,293       14,263        45,872
 
     16          21,829          16,137      16,107          45,872       14,396       14,366        45,872
     17          22,920          16,700      16,670          45,872       14,410       14,380        45,872
     18          24,066          17,283      17,253          45,872       14,309       14,279        45,872
     19          25,270          17,887      17,857          45,872       14,062       14,032        45,872
     20          26,533          18,514      18,484          45,872       13,630       13,600        45,872
 
     25          33,864          22,010      21,980          45,872        6,780        6,750        45,872
     35          55,160          31,215      31,185          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $45,872
                          ISSUE AGE: MALE 55 PREFERRED
                         ISSUE AGE: FEMALE 55 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.86% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,744       8,764          45,872        9,744        8,764        45,872
      2          11,025           9,458       8,530          45,872        9,458        8,530        45,872
      3          11,576           9,171       8,293          45,872        9,171        8,293        45,872
      4          12,155           8,881       8,185          45,872        8,881        8,185        45,872
      5          12,763           8,587       7,934          45,872        8,587        7,934        45,872
 
      6          13,401           8,298       7,853          45,872        8,284        7,840        45,872
      7          14,071           8,019       7,608          45,872        7,970        7,562        45,872
      8          14,775           7,747       7,524          45,872        7,641        7,420        45,872
      9          15,513           7,484       7,286          45,872        7,290        7,096        45,872
     10          16,289           7,229       7,199          45,872        6,911        6,881        45,872
 
     11          17,103           7,038       7,008          45,872        6,550        6,520        45,872
     12          17,959           6,851       6,821          45,872        6,142        6,112        45,872
     13          18,856           6,668       6,638          45,872        5,678        5,648        45,872
     14          19,799           6,490       6,460          45,872        5,149        5,119        45,872
     15          20,789           6,315       6,285          45,872        4,540        4,510        45,872
 
     16          21,829           6,144       6,114          45,872        3,835        3,805        45,872
     17          22,920           5,977       5,947          45,872        3,009        2,979        45,872
     18          24,066           5,814       5,784          45,872        2,029        1,999        45,872
     19          25,270           5,654       5,624          45,872          856          826        45,872
     20          26,533           5,498       5,468          45,872           --           --            --
 
     25          33,864           4,769       4,739          45,872           --           --            --
     35          55,160           3,537       3,507          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $45,872
                          ISSUE AGE: MALE 55 PREFERRED
                         ISSUE AGE: FEMALE 55 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,555       9,775          45,872       10,555        9,775        45,872
      2          11,025          11,565      10,785          45,872       11,565       10,785        45,872
      3          11,576          12,668      11,888          45,872       12,668       11,888        45,872
      4          12,155          13,873      13,243          45,872       13,873       13,243        45,872
      5          12,763          15,187      14,557          45,872       15,187       14,557        45,872
 
      6          13,401          16,622      16,192          45,872       16,622       16,192        45,872
      7          14,071          18,187      17,757          45,872       18,187       17,757        45,872
      8          14,775          19,894      19,664          45,872       19,894       19,664        45,872
      9          15,513          21,757      21,527          45,872       21,757       21,527        45,872
     10          16,289          23,789      23,759          45,872       23,789       23,759        45,872
 
     11          17,103          26,049      26,019          45,872       26,049       26,019        45,872
     12          17,959          28,525      28,495          45,872       28,525       28,495        45,872
     13          18,856          31,245      31,215          45,872       31,245       31,215        45,872
     14          19,799          34,241      34,211          45,872       34,240       34,210        45,872
     15          20,789          37,552      37,522          45,872       37,551       37,521        45,872
 
     16          21,829          41,223      41,193          47,406       41,222       41,192        47,405
     17          22,920          45,269      45,239          51,154       45,269       45,239        51,153
     18          24,066          49,714      49,684          55,182       49,713       49,683        55,181
     19          25,270          54,600      54,600          59,513       54,599       54,599        59,512
     20          26,533          59,975      59,975          65,372       59,973       59,973        65,371
 
     25          33,864          95,596      95,596         101,331       95,594       95,594       101,329
     35          55,160         239,357     239,357         251,324      233,404      233,404       245,074
</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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $45,872
                          ISSUE AGE: MALE 55 PREFERRED
                         ISSUE AGE: FEMALE 55 PREFERRED
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,985       9,206          45,872        9,985        9,206        45,872
      2          11,025          10,347       9,567          45,872       10,347        9,567        45,872
      3          11,576          10,716       9,936          45,872       10,716        9,936        45,872
      4          12,155          11,090      10,460          45,872       11,090       10,460        45,872
      5          12,763          11,468      10,838          45,872       11,468       10,838        45,872
 
      6          13,401          11,847      11,417          45,872       11,847       11,417        45,872
      7          14,071          12,233      11,803          45,872       12,225       11,795        45,872
      8          14,775          12,633      12,403          45,872       12,599       12,369        45,872
      9          15,513          13,047      12,817          45,872       12,962       12,732        45,872
     10          16,289          13,475      13,445          45,872       13,310       13,280        45,872
 
     11          17,103          13,940      13,910          45,872       13,658       13,628        45,872
     12          17,959          14,421      14,391          45,872       13,978       13,948        45,872
     13          18,856          14,920      14,890          45,872       14,265       14,235        45,872
     14          19,799          15,438      15,408          45,872       14,511       14,481        45,872
     15          20,789          15,974      15,944          45,872       14,703       14,673        45,872
 
     16          21,829          16,531      16,501          45,872       14,830       14,800        45,872
     17          22,920          17,108      17,078          45,872       14,870       14,840        45,872
     18          24,066          17,706      17,676          45,872       14,799       14,769        45,872
     19          25,270          18,326      18,296          45,872       14,585       14,555        45,872
     20          26,533          18,968      18,938          45,872       14,192       14,162        45,872
 
     25          33,864          22,555      22,525          45,872        7,669        7,639        45,872
     35          55,160          31,997      31,967          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $45,872
                          ISSUE AGE: MALE 55 PREFERRED
                         ISSUE AGE: FEMALE 55 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.86% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,415       8,679          45,872        9,415        8,679        45,872
      2          11,025           9,197       8,477          45,872        9,197        8,477        45,872
      3          11,576           8,975       8,272          45,872        8,975        8,272        45,872
      4          12,155           8,747       8,192          45,872        8,747        8,192        45,872
      5          12,763           8,511       7,970          45,872        8,511        7,970        45,872
 
      6          13,401           8,278       7,917          45,872        8,264        7,903        45,872
      7          14,071           8,052       7,700          45,872        8,003        7,653        45,872
      8          14,775           7,830       7,644          45,872        7,723        7,539        45,872
      9          15,513           7,614       7,432          45,872        7,419        7,241        45,872
     10          16,289           7,403       7,373          45,872        7,084        7,054        45,872
 
     11          17,103           7,208       7,178          45,872        6,721        6,691        45,872
     12          17,959           7,017       6,987          45,872        6,311        6,281        45,872
     13          18,856           6,831       6,801          45,872        5,846        5,816        45,872
     14          19,799           6,648       6,618          45,872        5,315        5,285        45,872
     15          20,789           6,470       6,440          45,872        4,706        4,676        45,872
 
     16          21,829           6,296       6,266          45,872        4,000        3,970        45,872
     17          22,920           6,126       6,096          45,872        3,174        3,144        45,872
     18          24,066           5,959       5,929          45,872        2,195        2,165        45,872
     19          25,270           5,796       5,766          45,872        1,023          993        45,872
     20          26,533           5,637       5,607          45,872           --           --            --
 
     25          33,864           4,893       4,863          45,872           --           --            --
     35          55,160           3,636       3,606          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $28,491
                          ISSUE AGE: MALE 65 PREFERRED
                         ISSUE AGE: FEMALE 65 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,917       9,891          28,491       10,917        9,891        28,491
      2          11,025          11,866      10,849          28,491       11,866       10,849        28,491
      3          11,576          12,881      11,876          28,491       12,881       11,876        28,491
      4          12,155          13,971      13,132          28,491       13,967       13,127        28,491
      5          12,763          15,157      14,338          28,491       15,130       14,310        28,491
 
      6          13,401          16,446      15,851          28,491       16,377       15,783        28,491
      7          14,071          17,847      17,283          28,491       17,717       17,154        28,491
      8          14,775          19,371      19,044          28,491       19,162       18,836        28,491
      9          15,513          21,027      20,745          28,491       20,725       20,444        28,491
     10          16,289          22,828      22,798          28,491       22,430       22,400        28,491
 
     11          17,103          24,986      24,956          28,491       24,506       24,476        28,491
     12          17,959          27,388      27,358          29,304       26,841       26,811        28,719
     13          18,856          30,038      30,008          32,141       29,438       29,408        31,498
     14          19,799          32,947      32,917          34,923       32,288       32,258        34,224
     15          20,789          36,120      36,090          38,287       35,397       35,367        37,520
 
     16          21,829          39,606      39,576          41,585       38,812       38,782        40,752
     17          22,920          43,405      43,375          45,575       42,534       42,504        44,661
     18          24,066          47,540      47,510          49,916       46,585       46,555        48,914
     19          25,270          52,068      52,068          54,670       50,986       50,986        53,535
     20          26,533          57,063      57,063          59,916       55,791       55,791        58,580
 
     25          33,864          90,217      90,217          94,727       86,273       86,273        90,587
     35          55,160         225,504     225,504         227,759      207,094      207,094       209,164
</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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $28,491
                          ISSUE AGE: MALE 65 PREFERRED
                         ISSUE AGE: FEMALE 65 PREFERRED
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,327       9,315          28,491       10,327        9,315        28,491
      2          11,025          10,614       9,621          28,491       10,614        9,621        28,491
      3          11,576          10,885       9,915          28,491       10,885        9,914        28,491
      4          12,155          11,165      10,367          28,491       11,136       10,339        28,491
      5          12,763          11,452      10,679          28,491       11,363       10,591        28,491
 
      6          13,401          11,748      11,200          28,491       11,557       11,011        28,491
      7          14,071          12,051      11,531          28,491       11,710       11,192        28,491
      8          14,775          12,364      12,072          28,491       11,811       11,522        28,491
      9          15,513          12,685      12,424          28,491       11,843       11,583        28,491
     10          16,289          13,016      12,986          28,491       11,790       11,760        28,491
 
     11          17,103          13,464      13,434          28,491       11,728       11,698        28,491
     12          17,959          13,928      13,898          28,491       11,544       11,514        28,491
     13          18,856          14,409      14,379          28,491       11,211       11,181        28,491
     14          19,799          14,907      14,877          28,491       10,696       10,666        28,491
     15          20,789          15,424      15,394          28,491        9,952        9,922        28,491
 
     16          21,829          15,961      15,931          28,491        8,917        8,887        28,491
     17          22,920          16,516      16,486          28,491        7,501        7,471        28,491
     18          24,066          17,093      17,063          28,491        5,576        5,546        28,491
     19          25,270          17,690      17,660          28,491        2,969        2,939        28,491
     20          26,533          18,309      18,279          28,491           --           --            --
 
     25          33,864          21,765      21,735          28,491           --           --            --
     35          55,160          30,864      30,834          31,172           --           --            --
</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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $28,491
                          ISSUE AGE: MALE 65 PREFERRED
                         ISSUE AGE: FEMALE 65 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.86% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,738       8,758          28,491        9,738        8,758        28,491
      2          11,025           9,431       8,505          28,491        9,431        8,505        28,491
      3          11,576           9,117       8,244          28,491        9,105        8,233        28,491
      4          12,155           8,813       8,122          28,491        8,754        8,068        28,491
      5          12,763           8,518       7,870          28,491        8,372        7,735        28,491
 
      6          13,401           8,231       7,790          28,491        7,949        7,522        28,491
      7          14,071           7,954       7,546          28,491        7,475        7,090        28,491
      8          14,775           7,684       7,462          28,491        6,933        6,729        28,491
      9          15,513           7,423       7,226          28,491        6,304        6,132        28,491
     10          16,289           7,170       7,140          28,491        5,564        5,534        28,491
 
     11          17,103           6,980       6,950          28,491        4,729        4,699        28,491
     12          17,959           6,794       6,764          28,491        3,718        3,688        28,491
     13          18,856           6,613       6,583          28,491        2,496        2,466        28,491
     14          19,799           6,435       6,405          28,491        1,014          984        28,491
     15          20,789           6,262       6,232          28,491           --           --            --
 
     16          21,829           6,092       6,062          28,491           --           --            --
     17          22,920           5,927       5,897          28,491           --           --            --
     18          24,066           5,765       5,735          28,491           --           --            --
     19          25,270           5,606       5,576          28,491           --           --            --
     20          26,533           5,451       5,421          28,491           --           --            --
 
     25          33,864           4,727       4,697          28,491           --           --            --
     35          55,160           3,504       3,474          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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $28,491
                          ISSUE AGE: MALE 65 PREFERRED
                         ISSUE AGE: FEMALE 65 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500          10,548       9,768          28,491       10,548        9,768        28,491
      2          11,025          11,537      10,757          28,491       11,537       10,757        28,491
      3          11,576          12,603      11,823          28,491       12,603       11,823        28,491
      4          12,155          13,758      13,128          28,491       13,751       13,121        28,491
      5          12,763          15,023      14,393          28,491       14,990       14,360        28,491
 
      6          13,401          16,407      15,977          28,491       16,330       15,900        28,491
      7          14,071          17,921      17,491          28,491       17,782       17,352        28,491
      8          14,775          19,578      19,348          28,491       19,360       19,130        28,491
      9          15,513          21,391      21,161          28,491       21,086       20,856        28,491
     10          16,289          23,375      23,345          28,491       22,985       22,955        28,491
 
     11          17,103          25,593      25,563          28,491       25,136       25,106        28,491
     12          17,959          28,070      28,040          30,034       27,556       27,526        29,484
     13          18,856          30,787      30,757          32,942       30,223       30,193        32,338
     14          19,799          33,769      33,739          35,794       33,150       33,120        35,138
     15          20,789          37,022      36,992          39,243       36,342       36,312        38,522
 
     16          21,829          40,596      40,566          42,625       39,850       39,820        41,842
     17          22,920          44,491      44,461          46,715       43,673       43,643        45,856
     18          24,066          48,729      48,699          51,165       47,833       47,803        50,224
     19          25,270          53,372      53,372          56,040       52,353       52,353        54,970
     20          26,533          58,492      58,492          61,416       57,287       57,287        60,151
 
     25          33,864          92,476      92,476          97,100       88,586       88,586        93,015
     35          55,160         231,152     231,152         233,463      212,645      212,645       214,771
</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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $28,491
                          ISSUE AGE: MALE 65 PREFERRED
                         ISSUE AGE: FEMALE 65 PREFERRED
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.14% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,978       9,200          28,491        9,978        9,200        28,491
      2          11,025          10,320       9,540          28,491       10,320        9,540        28,491
      3          11,576          10,652       9,872          28,491       10,649        9,869        28,491
      4          12,155          10,996      10,366          28,491       10,963       10,333        28,491
      5          12,763          11,352      10,722          28,491       11,256       10,626        28,491
 
      6          13,401          11,721      11,291          28,491       11,522       11,092        28,491
      7          14,071          12,103      11,673          28,491       11,751       11,321        28,491
      8          14,775          12,498      12,268          28,491       11,932       11,702        28,491
      9          15,513          12,907      12,677          28,491       12,051       11,821        28,491
     10          16,289          13,330      13,300          28,491       12,091       12,061        28,491
 
     11          17,103          13,789      13,759          28,491       12,052       12,022        28,491
     12          17,959          14,265      14,235          28,491       11,894       11,864        28,491
     13          18,856          14,759      14,729          28,491       11,593       11,563        28,491
     14          19,799          15,270      15,240          28,491       11,115       11,085        28,491
     15          20,789          15,801      15,771          28,491       10,417       10,387        28,491
 
     16          21,829          16,351      16,321          28,491        9,438        9,408        28,491
     17          22,920          16,921      16,891          28,491        8,091        8,061        28,491
     18          24,066          17,512      17,482          28,491        6,255        6,225        28,491
     19          25,270          18,125      18,095          28,491        3,761        3,731        28,491
     20          26,533          18,760      18,730          28,491          375          345        28,491
 
     25          33,864          22,305      22,275          28,491           --           --            --
     35          55,160          31,639      31,609          31,955           --           --            --
</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>
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
      --------------------------------------------------------------------
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            INITIAL PREMIUM: $10,000
                          INITIAL FACE AMOUNT: $28,491
                          ISSUE AGE: MALE 65 PREFERRED
                         ISSUE AGE: FEMALE 65 PREFERRED
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.86% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS      --------------------------------------   -------------------------------------
  END OF     ACCUMULATED                      CASH                                     CASH
  CONTRACT  AT 5% INTEREST     ACCOUNT      SURRENDER      DEATH        ACCOUNT     SURRENDER      DEATH
   YEAR        PER YEAR         VALUE         VALUE       BENEFIT        VALUE        VALUE       BENEFIT
  -------   --------------   -----------   -----------   ----------   -----------   ----------   ----------
  <S>       <C>              <C>           <C>           <C>          <C>           <C>          <C>
      1          10,500           9,409       8,673          28,491        9,409        8,673        28,491
      2          11,025           9,170       8,452          28,491        9,170        8,452        28,491
      3          11,576           8,921       8,222          28,491        8,908        8,210        28,491
      4          12,155           8,679       8,129          28,491        8,617        8,070        28,491
      5          12,763           8,443       7,906          28,491        8,292        7,764        28,491
 
      6          13,401           8,212       7,854          28,491        7,923        7,576        28,491
      7          14,071           7,987       7,637          28,491        7,498        7,168        28,491
      8          14,775           7,767       7,582          28,491        7,003        6,833        28,491
      9          15,513           7,552       7,371          28,491        6,417        6,259        28,491
     10          16,289           7,343       7,313          28,491        5,717        5,687        28,491
 
     11          17,103           7,149       7,119          28,491        4,883        4,853        28,491
     12          17,959           6,960       6,930          28,491        3,876        3,846        28,491
     13          18,856           6,774       6,744          28,491        2,658        2,628        28,491
     14          19,799           6,593       6,563          28,491        1,182        1,152        28,491
     15          20,789           6,416       6,386          28,491           --           --            --
 
     16          21,829           6,243       6,213          28,491           --           --            --
     17          22,920           6,074       6,044          28,491           --           --            --
     18          24,066           5,909       5,879          28,491           --           --            --
     19          25,270           5,747       5,717          28,491           --           --            --
     20          26,533           5,589       5,559          28,491           --           --            --
 
     25          33,864           4,850       4,820          28,491           --           --            --
     35          55,160           3,602       3,572          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>
SEPARATE ACCOUNT FIVE
HARTFORD LIFE INSURANCE COMPANY
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
 
TO HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FIVE AND TO THE
OWNERS OF UNITS OF INTEREST THEREIN:
 
We have audited the accompanying statements of assets and liabilities of
Hartford Life Insurance Company Separate Account Five (Money Market Portfolio,
North American Government Securities Portfolio, Balanced Portfolio, Utilities
Portfolio, Dividend Growth Portfolio, Value-Added Market Portfolio, Growth
Portfolio, American Value Portfolio, Global Equity Portfolio, Developing Growth
Portfolio, Emerging Markets Portfolio, Diversified Income Portfolio, Mid-Cap
Growth Portfolio, High Yield Portfolio, Mid-Cap Portfolio, Emerging Markets Debt
Portfolio, Strategic Stock Portfolio, and Enterprise Portfolio), (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.
 
                                          ARTHUR ANDERSEN LLP
 
Hartford, Connecticut
February 15, 1999
 
                            SA-1     PROSPECTUS
<PAGE>
SEPARATE ACCOUNT FIVE
HARTFORD LIFE INSURANCE COMPANY
Statement of Assets and Liabilities
December 31, 1998
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                         NORTH AMERICAN
                                                           GOVERNMENT
                                          MONEY MARKET     SECURITIES
                                           PORTFOLIO       PORTFOLIO
                                          SUB-ACCOUNT     SUB-ACCOUNT
                                          ------------   --------------
<S>                                       <C>            <C>
ASSETS:
Investments in Dean Witter Select
  Dimensions Funds:
  Money Market Portfolio
    Shares                        22,976
    Cost                        $ 22,976
    Market Value........................    $22,976          --
  North American Government Securities
   Portfolio
    Shares                           107
    Cost                        $  1,077
    Market Value........................     --              $1,087
  Balanced Growth Portfolio
    Shares                           256
    Cost                        $  3,641
    Market Value........................     --              --
  Utilities Portfolio
    Shares                         1,417
    Cost                        $ 23,944
    Market Value........................     --              --
  Dividend Growth Portfolio
    Shares                         5,732
    Cost                        $113,070
    Market Value........................     --              --
  Value-Added Market Portfolio
    Shares                         1,238
    Cost                        $ 23,865
    Market Value........................     --              --
  Growth Portfolio
    Shares                            71
    Cost                        $  1,040
    Market Value........................     --              --
  American Value Portfolio
    Shares                         1,503
    Cost                        $ 28,854
    Market Value........................     --              --
  Global Equity Portfolio
    Shares                         1,888
    Cost                        $ 25,508
    Market Value........................     --              --
  Developing Growth Portfolio
    Shares                         2,042
    Cost                        $ 39,099
    Market Value........................     --              --
  Due from Hartford Life Insurance
   Company..............................     --              --
  Receivable from fund shares sold......     --              --
                                          ------------       ------
  Total Assets..........................     22,976           1,087
                                          ------------       ------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................     --              --
  Payable for fund shares purchased.....     --              --
                                          ------------       ------
  Total Liabilities.....................     --              --
                                          ------------       ------
  Net Assets (variable life contract
   liabilities).........................    $22,976          $1,087
                                          ------------       ------
                                          ------------       ------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                            SA-2    PROSPECTUS
<PAGE>
<TABLE>
<CAPTION>
                                                                       DIVIDEND     VALUE-ADDED                  AMERICAN
                                           BALANCED      UTILITIES      GROWTH        MARKET        GROWTH         VALUE
                                           PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO
                                          SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                          -----------   -----------   -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>           <C>           <C>
ASSETS:
Investments in Dean Witter Select
  Dimensions Funds:
  Money Market Portfolio
    Shares                        22,976
    Cost                        $ 22,976
    Market Value........................     --            --             --           --            --            --
  North American Government Securities
   Portfolio
    Shares                           107
    Cost                        $  1,077
    Market Value........................     --            --             --           --            --            --
  Balanced Growth Portfolio
    Shares                           256
    Cost                        $  3,641
    Market Value........................    $4,187         --             --           --            --            --
  Utilities Portfolio
    Shares                         1,417
    Cost                        $ 23,944
    Market Value........................     --           $26,511         --           --            --            --
  Dividend Growth Portfolio
    Shares                         5,732
    Cost                        $113,070
    Market Value........................     --            --           $126,388       --            --            --
  Value-Added Market Portfolio
    Shares                         1,238
    Cost                        $ 23,865
    Market Value........................     --            --             --          $23,762        --            --
  Growth Portfolio
    Shares                            71
    Cost                        $  1,040
    Market Value........................     --            --             --           --           $1,301         --
  American Value Portfolio
    Shares                         1,503
    Cost                        $ 28,854
    Market Value........................     --            --             --           --            --           $35,027
  Global Equity Portfolio
    Shares                         1,888
    Cost                        $ 25,508
    Market Value........................     --            --             --           --            --            --
  Developing Growth Portfolio
    Shares                         2,042
    Cost                        $ 39,099
    Market Value........................     --            --             --           --            --            --
  Due from Hartford Life Insurance
   Company..............................     --            --             --           --            --            --
  Receivable from fund shares sold......     --            --             --           --            --            --
                                          -----------   -----------   -----------   -----------   -----------   -----------
  Total Assets..........................     4,187         26,511        126,388       23,762        1,301         35,027
                                          -----------   -----------   -----------   -----------   -----------   -----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................     --            --             --           --            --            --
  Payable for fund shares purchased.....     --            --             --           --            --            --
                                          -----------   -----------   -----------   -----------   -----------   -----------
  Total Liabilities.....................     --            --             --           --            --            --
                                          -----------   -----------   -----------   -----------   -----------   -----------
  Net Assets (variable life contract
   liabilities).........................    $4,187        $26,511       $126,388      $23,762       $1,301        $35,027
                                          -----------   -----------   -----------   -----------   -----------   -----------
                                          -----------   -----------   -----------   -----------   -----------   -----------
 
<CAPTION>
                                            GLOBAL
                                            EQUITY      DEVELOPING
                                             VALUE        GROWTH
                                           PORTFOLIO     PORTFOLIO
                                          SUB-ACCOUNT   SUB-ACCOUNT
                                          -----------   -----------
<S>                                       <C>           <C>
ASSETS:
Investments in Dean Witter Select
  Dimensions Funds:
  Money Market Portfolio
    Shares                        22,976
    Cost                        $ 22,976
    Market Value........................     --            --
  North American Government Securities
   Portfolio
    Shares                           107
    Cost                        $  1,077
    Market Value........................     --            --
  Balanced Growth Portfolio
    Shares                           256
    Cost                        $  3,641
    Market Value........................     --            --
  Utilities Portfolio
    Shares                         1,417
    Cost                        $ 23,944
    Market Value........................     --            --
  Dividend Growth Portfolio
    Shares                         5,732
    Cost                        $113,070
    Market Value........................     --            --
  Value-Added Market Portfolio
    Shares                         1,238
    Cost                        $ 23,865
    Market Value........................     --            --
  Growth Portfolio
    Shares                            71
    Cost                        $  1,040
    Market Value........................     --            --
  American Value Portfolio
    Shares                         1,503
    Cost                        $ 28,854
    Market Value........................     --            --
  Global Equity Portfolio
    Shares                         1,888
    Cost                        $ 25,508
    Market Value........................    $27,735        --
  Developing Growth Portfolio
    Shares                         2,042
    Cost                        $ 39,099
    Market Value........................     --           $42,486
  Due from Hartford Life Insurance
   Company..............................     --            --
  Receivable from fund shares sold......     --            --
                                          -----------   -----------
  Total Assets..........................     27,735        42,486
                                          -----------   -----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................     --            --
  Payable for fund shares purchased.....     --            --
                                          -----------   -----------
  Total Liabilities.....................     --            --
                                          -----------   -----------
  Net Assets (variable life contract
   liabilities).........................    $27,735       $42,486
                                          -----------   -----------
                                          -----------   -----------
</TABLE>
 
                            SA-3    PROSPECTUS
<PAGE>
SEPARATE ACCOUNT FIVE
HARTFORD LIFE INSURANCE COMPANY
Statement of Assets and Liabilities -- (continued)
December 31, 1998
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                            EMERGING      DIVERSIFIED
                                             MARKETS        INCOME
                                            PORTFOLIO      PORTFOLIO
                                           SUB-ACCOUNT    SUB-ACCOUNT
                                          -------------   -----------
<S>                                       <C>             <C>
ASSETS:
Investments in Dean Witter Select
  Dimensions Funds:
  Emerging Market Portfolio
    Shares                            83
    Cost                         $ 1,015
    Market Value........................       $659          --
  Diversified Income Portfolio
    Shares                         3,192
    Cost                         $32,583
    Market Value........................     --             $31,695
  Mid-Cap Growth Portfolio
    Shares                           516
    Cost                         $ 5,473
    Market Value........................     --              --
Investments in Morgan Stanley Universal
  Funds:
  High Yield Portfolio
    Shares                            97
    Cost                         $ 1,068
    Market Value........................     --              --
  Mid-Cap Portfolio
  Shares                              68
  Cost                           $ 1,032
    Market Value........................     --              --
  Emerging Markets Debt Fund
    Shares                         2,420
    Cost                         $22,689
    Market Value........................     --              --
Investments in Van Kampen Funds:
  Strategic Stock Fund
    Shares                            87
    Cost                         $ 1,000
    Market Value........................     --              --
  Enterprise Fund
    Shares                            47
    Cost                         $ 1,000
    Market Value........................     --              --
  Due from Hartford Life Insurance
   Company..............................     --              --
  Receivable from fund shares sold......     --              --
                                              -----       -----------
  Total Assets..........................        659          31,695
                                              -----       -----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................     --              --
  Payable for fund shares purchased.....     --              --
                                              -----       -----------
  Total Liabilities.....................     --              --
                                              -----       -----------
  Net Assets (variable life contract
   liabilities).........................       $659         $31,695
                                              -----       -----------
                                              -----       -----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                            SA-4    PROSPECTUS
<PAGE>
 
<TABLE>
<CAPTION>
                                            MID-CAP                                   EMERGING
                                            GROWTH      HIGH YIELD      MID-CAP     MARKETS DEBT   STRATEGIC STOCK   ENTERPRISE
                                           PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO        PORTFOLIO       PORTFOLIO
                                          SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
                                          -----------   -----------   -----------   ------------   ---------------   -----------
<S>                                       <C>           <C>           <C>           <C>            <C>               <C>
ASSETS:
Investments in Dean Witter Select
  Dimensions Funds:
  Emerging Market Portfolio
    Shares                            83
    Cost                         $ 1,015
    Market Value........................     --            --            --            --              --               --
  Diversified Income Portfolio
    Shares                         3,192
    Cost                         $32,583
    Market Value........................     --            --            --            --              --               --
  Mid-Cap Growth Portfolio
    Shares                           516
    Cost                         $ 5,473
    Market Value........................    $6,120         --            --            --              --               --
Investments in Morgan Stanley Universal
  Funds:
  High Yield Portfolio
    Shares                            97
    Cost                         $ 1,068
    Market Value........................     --           $1,006         --            --              --               --
  Mid-Cap Portfolio
  Shares                              68
  Cost                           $ 1,032
    Market Value........................     --            --           $1,006         --              --               --
  Emerging Markets Debt Fund
    Shares                         2,420
    Cost                         $22,689
    Market Value........................     --            --            --           $14,765          --               --
Investments in Van Kampen Funds:
  Strategic Stock Fund
    Shares                            87
    Cost                         $ 1,000
    Market Value........................     --            --            --            --              $1,033           --
  Enterprise Fund
    Shares                            47
    Cost                         $ 1,000
    Market Value........................     --            --            --            --              --              $1,060
  Due from Hartford Life Insurance
   Company..............................     --            --            --            --              --               --
  Receivable from fund shares sold......     --            --            --            --              --               --
                                          -----------   -----------   -----------   ------------       ------        -----------
  Total Assets..........................     6,120         1,006         1,006         14,765           1,033           1,060
                                          -----------   -----------   -----------   ------------       ------        -----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................     --            --            --            --              --               --
  Payable for fund shares purchased.....     --            --            --            --              --               --
                                          -----------   -----------   -----------   ------------       ------        -----------
  Total Liabilities.....................     --            --            --            --              --               --
                                          -----------   -----------   -----------   ------------       ------        -----------
  Net Assets (variable life contract
   liabilities).........................    $6,120        $1,006        $1,006        $14,765          $1,033          $1,060
                                          -----------   -----------   -----------   ------------       ------        -----------
                                          -----------   -----------   -----------   ------------       ------        -----------
</TABLE>
 
                            SA-5    PROSPECTUS
<PAGE>
SEPARATE ACCOUNT FIVE
HARTFORD LIFE INSURANCE COMPANY
Statement of Assets and Liabilities -- (continued)
December 31, 1998
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                         UNITS
                                                         OWNED
                                                           BY                CONTRACT
                                                         PARTICIPANTS UNIT PRICE LIABILITY
                                                         ------  ----------  --------
<S>                                                      <C>     <C>         <C>
INDIVIDUAL DEFERRED ANNUITY CONTRACTS IN THE
 ACCUMULATION PERIOD:
  Money Market Portfolio...............................  21,164  $ 1.085641  $22,976
  North American Government Securities Portfolio.......   100     10.866400    1,087
  Balanced Portfolio...................................   327     12.817596    4,187
  Utilities Portfolio..................................  1,761    15.051545   26,511
  Dividend Growth Portfolio............................  9,458    13.363243  126,388
  Value-Added Market Portfolio.........................  1,829    12.991413   23,762
  Growth Portfolio.....................................   100     13.000700    1,301
  American Value Portfolio.............................  2,121    16.515884   35,027
  Global Equity Portfolio..............................  2,408    11.515729   27,735
  Developing Growth Portfolio..........................  3,237    13.126689   42,486
  Emerging Markets Portfolio...........................   100      6.586700      659
  Diversified Income Portfolio.........................  2,859    11.084591   31,695
  Mid-Cap Growth Portfolio.............................   489     12.514755    6,120
                                                                             --------
  SUB-TOTAL............................................                      349,934
                                                                             --------
 
GROUP DEFERRED ANNUITY CONTRACTS IN THE ACCUMULATION
 PERIOD:
  High Yield Portfolio.................................   100     10.053100    1,006
  Mid-Cap Portfolio....................................   100     10.058200    1,006
  Emerging Markets Debt Portfolio......................  2,177     6.783341   14,765
  Strategic Stock Portfolio............................   100     10.329000    1,033
  Enterprise Portfolio.................................   100     10.596300    1,060
                                                                             --------
  SUB-TOTAL............................................                       18,870
                                                                             --------
GRAND TOTAL............................................                      $368,804
                                                                             --------
                                                                             --------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                            SA-6    PROSPECTUS
<PAGE>
                      This page intentionally left blank.
<PAGE>
SEPARATE ACCOUNT FIVE
HARTFORD LIFE INSURANCE COMPANY
Statements of Operations
For the Year Ended December 31, 1998
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                        NORTH AMERICAN
                                             MONEY        GOVERNMENT
                                            MARKET        SECURITIES
                                           PORTFOLIO      PORTFOLIO
                                          SUB-ACCOUNT    SUB-ACCOUNT
                                          -----------   --------------
<S>                                       <C>           <C>
Investment income:
  Dividends.............................    $1,723           $47
                                          -----------        ---
  Net investment income (loss)..........     1,723            47
                                          -----------        ---
Capital gains income....................     --            --
                                          -----------        ---
Net realized and unrealized gain (loss)
  on investments:
  Net realized gain (loss) on security
   transactions.........................     --            --
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................     --               (2)
                                          -----------        ---
    Net gain (loss) on investments......     --               (2)
                                          -----------        ---
    Net increase (decrease) in net
     assets resulting from operations...    $1,723           $45
                                          -----------        ---
                                          -----------        ---
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                            SA-8    PROSPECTUS
<PAGE>
<TABLE>
<CAPTION>
                                                                       DIVIDEND     VALUE-ADDED                  AMERICAN
                                           BALANCED      UTILITIES      GROWTH        MARKET        GROWTH         VALUE
                                           PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO
                                          SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                          -----------   -----------   -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>           <C>           <C>
Investment income:
  Dividends.............................     $108         $  310        $ 1,991        $ 170        -$-           $   167
                                            -----       -----------   -----------      -----        -----       -----------
  Net investment income (loss)..........      108            310          1,991          170        --                167
                                            -----       -----------   -----------      -----        -----       -----------
Capital gains income....................       86            273          4,319          331           34           1,308
                                            -----       -----------   -----------      -----        -----       -----------
Net realized and unrealized gain (loss)
  on investments:
  Net realized gain (loss) on security
   transactions.........................    --                 2          5,289           (3)       --              5,367
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................      338          2,358          9,599         (249)         118           3,491
                                            -----       -----------   -----------      -----        -----       -----------
    Net gain (loss) on investments......      338          2,360         14,888         (252)         118           8,858
                                            -----       -----------   -----------      -----        -----       -----------
    Net increase (decrease) in net
     assets resulting from operations...     $532         $2,943        $21,198        $ 249         $152         $10,333
                                            -----       -----------   -----------      -----        -----       -----------
                                            -----       -----------   -----------      -----        -----       -----------
 
<CAPTION>
 
                                            GLOBAL      DEVELOPING
                                            EQUITY        GROWTH
                                           PORTFOLIO     PORTFOLIO
                                          SUB-ACCOUNT   SUB-ACCOUNT
                                          -----------   -----------
<S>                                       <C>           <C>
Investment income:
  Dividends.............................    $  388        $   76
                                          -----------   -----------
  Net investment income (loss)..........       388            76
                                          -----------   -----------
Capital gains income....................        96            58
                                          -----------   -----------
Net realized and unrealized gain (loss)
  on investments:
  Net realized gain (loss) on security
   transactions.........................     5,127           (34)
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................     2,441         1,841
                                          -----------   -----------
    Net gain (loss) on investments......     7,568         1,807
                                          -----------   -----------
    Net increase (decrease) in net
     assets resulting from operations...    $8,052        $1,941
                                          -----------   -----------
                                          -----------   -----------
</TABLE>
 
                            SA-9    PROSPECTUS
<PAGE>
SEPARATE ACCOUNT FIVE
HARTFORD LIFE INSURANCE COMPANY
Statements of Operations -- (continued)
For the Year Ended December 31, 1998
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                           EMERGING     DIVERSIFIED
                                            MARKETS       INCOME
                                           PORTFOLIO     PORTFOLIO
                                          SUB-ACCOUNT   SUB-ACCOUNT
                                          -----------   -----------
<S>                                       <C>           <C>
Investment income:
  Dividends.............................    $     9       $1,650
                                          -----------   -----------
    Net investment income (loss)........          9        1,650
                                          -----------   -----------
Capital gains income....................          2           42
                                          -----------   -----------
Net realized and unrealized gain (loss)
  on investments:
  Net realized gain (loss) on security
   transactions.........................     (1,107)       --
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................       (281)        (947)
                                          -----------   -----------
    Net gain (loss) on investments......     (1,388)        (947)
                                          -----------   -----------
    Net increase (decrease) in net
     assets resulting from operations...    $(1,377)      $  745
                                          -----------   -----------
                                          -----------   -----------
</TABLE>
 
* From inception, April 1, 1998, to December 31, 1998.
 
   The accompanying notes are an integral part of these financial statements.
 
                            SA-10   PROSPECTUS
<PAGE>
 
<TABLE>
<CAPTION>
                                            MID-CAP                                   EMERGING
                                            GROWTH      HIGH YIELD      MID-CAP     MARKETS DEBT   STRATEGIC STOCK  ENTERPRISE
                                           PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO        PORTFOLIO      PORTFOLIO
                                          SUB-ACCOUNT   SUB-ACCOUNT*  SUB-ACCOUNT*  SUB-ACCOUNT*    SUB-ACCOUNT*    SUB-ACCOUNT*
                                          -----------   -----------   -----------   ------------   ---------------  -----------
<S>                                       <C>           <C>           <C>           <C>            <C>              <C>
Investment income:
  Dividends.............................     $ 39          $ 57          $  2         $ 1,756         $--             $--
                                            -----           ---           ---       ------------   ---------------  -----------
    Net investment income (loss)........       39            57             2           1,756          --             --
                                            -----           ---           ---       ------------   ---------------  -----------
Capital gains income....................       53            11            29          --              --             --
                                            -----           ---           ---       ------------   ---------------  -----------
Net realized and unrealized gain (loss)
  on investments:
  Net realized gain (loss) on security
   transactions.........................    --            --            --                (60)         --             --
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................      236           (62)          (26)         (7,924)             33            60
                                            -----           ---           ---       ------------   ---------------  -----------
    Net gain (loss) on investments......      236           (62)          (26)         (7,984)             33            60
                                            -----           ---           ---       ------------   ---------------  -----------
    Net increase (decrease) in net
     assets resulting from operations...     $328          $  6          $  5         $(6,228)            $33           $60
                                            -----           ---           ---       ------------   ---------------  -----------
                                            -----           ---           ---       ------------   ---------------  -----------
</TABLE>
 
                            SA-11   PROSPECTUS
<PAGE>
SEPARATE ACCOUNT FIVE
HARTFORD LIFE INSURANCE COMPANY
Statements of Changes in Net Assets
For the Year Ended December 31, 1998
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                          NORTH AMERICAN
                                                                                            GOVERNMENT
                                                                           MONEY MARKET     SECURITIES
                                                                            PORTFOLIO       PORTFOLIO
                                                                           SUB-ACCOUNT     SUB-ACCOUNT
                                                                           ------------   --------------
<S>                                                                        <C>            <C>
Operations:
  Net investment income (loss)...................................            $   1,723        $   47
  Capital gains income...........................................              --             --
  Net realized gain (loss) on security transactions..............              --             --
  Net unrealized appreciation (depreciation) of investments
   during the period.............................................              --                 (2)
                                                                           ------------       ------
  Net increase (decrease) in net assets resulting from
   operations....................................................                1,723            45
                                                                           ------------       ------
Unit transactions:
  Purchases......................................................              164,406        --
  Net transfers..................................................              (54,386)       --
  Surrenders for benefit payments and fees.......................             (110,832)       --
  Loan withdrawals...............................................              --             --
  Cost of insurance..............................................                 (302)       --
                                                                           ------------       ------
  Net increase (decrease) in net assets resulting from unit
   transactions..................................................               (1,114)       --
                                                                           ------------       ------
  Total increase (decrease) in net assets........................                  609            45
Net assets:
  Beginning of period............................................               22,367         1,042
                                                                           ------------       ------
  End of period..................................................            $  22,976        $1,087
                                                                           ------------       ------
                                                                           ------------       ------
 
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
                                                                                          NORTH AMERICAN
                                                                                            GOVERNMENT
                                                                           MONEY MARKET     SECURITIES
                                                                            PORTFOLIO       PORTFOLIO
                                                                           SUB-ACCOUNT     SUB-ACCOUNT
                                                                           ------------   --------------
Operations:
  Net investment income (loss)...................................            $     950        $   30
  Capital gains income...........................................              --             --
  Net realized gain (loss) on security transactions..............              --             --
  Net unrealized appreciation (depreciation) of investments
   during the period.............................................              --                 12
                                                                           ------------       ------
  Net increase (decrease) in net assets resulting from
   operations....................................................                  950            42
                                                                           ------------       ------
Unit transactions:
  Purchases......................................................              259,950         1,000
  Net transfers..................................................             (237,803)       --
  Surrenders for benefit payments and fees.......................                 (491)       --
  Loan withdrawals...............................................              --             --
  Cost of insurance..............................................                 (239)       --
                                                                           ------------       ------
  Net increase (decrease) in net assets resulting from unit
   transactions..................................................               21,417         1,000
                                                                           ------------       ------
  Total increase (decrease) in net assets........................               22,367         1,042
Net assets:
  Beginning of period............................................              --             --
                                                                           ------------       ------
  End of period..................................................            $  22,367        $1,042
                                                                           ------------       ------
                                                                           ------------       ------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                            SA-12   PROSPECTUS
<PAGE>
<TABLE>
<CAPTION>
                                                                                                DIVIDEND     VALUE-ADDED
                                                                    BALANCED      UTILITIES      GROWTH        MARKET
                                                                    PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO
                                                                   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                                                   -----------   -----------   -----------   -----------
<S>                                                                <C>           <C>           <C>           <C>
Operations:
  Net investment income (loss)...................................    $  108        $   310      $  1,991       $   170
  Capital gains income...........................................        86            273         4,319           331
  Net realized gain (loss) on security transactions..............     --                 2         5,289            (3)
  Net unrealized appreciation (depreciation) of investments
   during the period.............................................       338          2,358         9,599          (249)
                                                                   -----------   -----------   -----------   -----------
  Net increase (decrease) in net assets resulting from
   operations....................................................       532          2,943        21,198           249
                                                                   -----------   -----------   -----------   -----------
Unit transactions:
  Purchases......................................................     --            --            --            --
  Net transfers..................................................     --            22,647         1,712        22,647
  Surrenders for benefit payments and fees.......................       (50)          (225)       (3,479)         (212)
  Loan withdrawals...............................................     --            --             1,673        --
  Cost of insurance..............................................       (18)           (86)         (674)          (80)
                                                                   -----------   -----------   -----------   -----------
  Net increase (decrease) in net assets resulting from unit
   transactions..................................................       (68)        22,336          (768)       22,355
                                                                   -----------   -----------   -----------   -----------
  Total increase (decrease) in net assets........................       464         25,279        20,430        22,604
Net assets:
  Beginning of period............................................     3,723          1,232       105,958         1,158
                                                                   -----------   -----------   -----------   -----------
  End of period..................................................    $4,187        $26,511      $126,388       $23,762
                                                                   -----------   -----------   -----------   -----------
                                                                   -----------   -----------   -----------   -----------
 
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
                                                                                                DIVIDEND     VALUE-ADDED
                                                                    BALANCED      UTILITIES      GROWTH        MARKET
                                                                    PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO
                                                                   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                                                   -----------   -----------   -----------   -----------
Operations:
  Net investment income (loss)...................................    $   17        $    18      $    729       $    10
  Capital gains income...........................................         3              4            37             2
  Net realized gain (loss) on security transactions..............     --            --                49        --
  Net unrealized appreciation (depreciation) of investments
   during the period.............................................       208            210         3,719           146
                                                                   -----------   -----------   -----------   -----------
  Net increase (decrease) in net assets resulting from
   operations....................................................       228            232         4,534           158
                                                                   -----------   -----------   -----------   -----------
Unit transactions:
  Purchases......................................................     1,000          1,000         1,000         1,000
  Net transfers..................................................     2,500         --           102,911        --
  Surrenders for benefit payments and fees.......................        (4)        --              (607)       --
  Loan withdrawals...............................................     --            --            (1,647)       --
  Cost of insurance..............................................        (1)        --              (233)       --
                                                                   -----------   -----------   -----------   -----------
  Net increase (decrease) in net assets resulting from unit
   transactions..................................................     3,495          1,000       101,424         1,000
                                                                   -----------   -----------   -----------   -----------
  Total increase (decrease) in net assets........................     3,723          1,232       105,958         1,158
Net assets:
  Beginning of period............................................     --            --            --            --
                                                                   -----------   -----------   -----------   -----------
  End of period..................................................    $3,723        $ 1,232      $105,958       $ 1,158
                                                                   -----------   -----------   -----------   -----------
                                                                   -----------   -----------   -----------   -----------
 
<CAPTION>
 
                                                                                   AMERICAN       GLOBAL      DEVELOPING
                                                                      GROWTH         VALUE        EQUITY        GROWTH
                                                                    PORTFOLIO      PORTFOLIO     PORTFOLIO     PORTFOLIO
                                                                   SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                                                   ------------   -----------   -----------   -----------
<S>                                                                <C>            <C>           <C>           <C>
Operations:
  Net investment income (loss)...................................    $--           $    167      $    388       $    76
  Capital gains income...........................................        34           1,308            96            58
  Net realized gain (loss) on security transactions..............     --              5,367         5,127           (34)
  Net unrealized appreciation (depreciation) of investments
   during the period.............................................       118           3,491         2,441         1,841
                                                                     ------       -----------   -----------   -----------
  Net increase (decrease) in net assets resulting from
   operations....................................................       152          10,333         8,052         1,941
                                                                     ------       -----------   -----------   -----------
Unit transactions:
  Purchases......................................................     --             --            --            --
  Net transfers..................................................     --            (20,608)      (37,288)       21,315
  Surrenders for benefit payments and fees.......................     --             (2,132)       (2,292)         (510)
  Loan withdrawals...............................................     --              1,673         1,723        --
  Cost of insurance..............................................     --               (164)         (222)         (192)
                                                                     ------       -----------   -----------   -----------
  Net increase (decrease) in net assets resulting from unit
   transactions..................................................     --            (21,231)      (38,079)       20,613
                                                                     ------       -----------   -----------   -----------
  Total increase (decrease) in net assets........................       152         (10,898)      (30,027)       22,554
Net assets:
  Beginning of period............................................     1,149          45,925        57,762        19,932
                                                                     ------       -----------   -----------   -----------
  End of period..................................................    $1,301        $ 35,027      $ 27,735       $42,486
                                                                     ------       -----------   -----------   -----------
                                                                     ------       -----------   -----------   -----------
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
 
                                                                                   AMERICAN       GLOBAL      DEVELOPING
                                                                      GROWTH         VALUE        EQUITY        GROWTH
                                                                    PORTFOLIO      PORTFOLIO     PORTFOLIO     PORTFOLIO
                                                                   SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                                                   ------------   -----------   -----------   -----------
Operations:
  Net investment income (loss)...................................    $    1        $     33      $    111       $     7
  Capital gains income...........................................         5              22             2        --
  Net realized gain (loss) on security transactions..............     --                 64            58             8
  Net unrealized appreciation (depreciation) of investments
   during the period.............................................       143           2,682          (214)        1,546
                                                                     ------       -----------   -----------   -----------
  Net increase (decrease) in net assets resulting from
   operations....................................................       149           2,801           (43)        1,561
                                                                     ------       -----------   -----------   -----------
Unit transactions:
  Purchases......................................................     1,000           1,000         1,000         1,000
  Net transfers..................................................     --             43,968        58,859        17,580
  Surrenders for benefit payments and fees.......................     --               (138)         (256)         (151)
  Loan withdrawals...............................................     --             (1,653)       (1,700)       --
  Cost of insurance..............................................     --                (53)          (98)          (58)
                                                                     ------       -----------   -----------   -----------
  Net increase (decrease) in net assets resulting from unit
   transactions..................................................     1,000          43,124        57,805        18,371
                                                                     ------       -----------   -----------   -----------
  Total increase (decrease) in net assets........................     1,149          45,925        57,762        19,932
Net assets:
  Beginning of period............................................     --             --            --            --
                                                                     ------       -----------   -----------   -----------
  End of period..................................................    $1,149        $ 45,925      $ 57,762       $19,932
                                                                     ------       -----------   -----------   -----------
                                                                     ------       -----------   -----------   -----------
</TABLE>
 
                            SA-13   PROSPECTUS
<PAGE>
SEPARATE ACCOUNT FIVE
HARTFORD LIFE INSURANCE COMPANY
Statements of Changes in Net Assets -- (continued)
For the Year Ended December 31, 1998
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                            EMERGING    DIVERSIFIED
                                                                            MARKETS        INCOME
                                                                           PORTFOLIO     PORTFOLIO
                                                                           SUB-ACCOUNT  SUB-ACCOUNT
                                                                           ----------   ------------
<S>                                                                        <C>          <C>
Operations:
  Net investment income (loss)...................................           $     9       $ 1,650
  Capital gains income...........................................                 2            42
  Net realized gain (loss) on security transactions..............            (1,107)       --
  Net unrealized appreciation (depreciation) of investments
   during the period.............................................              (281)         (947)
                                                                           ----------   ------------
  Net increase (decrease) in net assets resulting from
   operations....................................................            (1,377)          745
                                                                           ----------   ------------
Unit transactions:
  Purchases......................................................             --           --
  Net transfers..................................................             1,107        22,647
  Surrenders for benefit payments and fees.......................                 1          (367)
  Loan withdrawals...............................................             --           --
  Cost of insurance..............................................             --             (137)
                                                                           ----------   ------------
  Net increase (decrease) in net assets resulting from unit
   transactions..................................................             1,108        22,143
                                                                           ----------   ------------
  Total increase (decrease) in net assets........................              (269)       22,888
Net assets:
  Beginning of period............................................               928         8,807
                                                                           ----------   ------------
  End of period..................................................           $   659       $31,695
                                                                           ----------   ------------
                                                                           ----------   ------------
* From inception, April 1, 1998, to December 31, 1998.
 
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
                                                                            EMERGING    DIVERSIFIED
                                                                            MARKETS        INCOME
                                                                           PORTFOLIO     PORTFOLIO
                                                                           SUB-ACCOUNT  SUB-ACCOUNT
                                                                           ----------   ------------
Operations:
  Net investment income (loss)...................................           $     3       $   348
  Capital gains income...........................................             --                2
  Net realized gain (loss) on security transactions..............             --           --
  Net unrealized appreciation (depreciation) of investments
   during the period.............................................               (75)           59
                                                                           ----------   ------------
  Net increase (decrease) in net assets resulting from
   operations....................................................               (72)          409
                                                                           ----------   ------------
Unit transactions:
  Purchases......................................................             1,000         1,000
  Net transfers..................................................             --            7,487
  Surrenders for benefit payments and fees.......................             --           --
  Loan withdrawals...............................................             --              (66)
  Cost of insurance..............................................             --              (23)
                                                                           ----------   ------------
  Net increase (decrease) in net assets resulting from unit
   transactions..................................................             1,000         8,398
                                                                           ----------   ------------
  Total increase (decrease) in net assets........................               928         8,807
Net assets:
  Beginning of period............................................             --           --
                                                                           ----------   ------------
  End of period..................................................           $   928       $ 8,807
                                                                           ----------   ------------
                                                                           ----------   ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                            SA-14   PROSPECTUS
<PAGE>
<TABLE>
<CAPTION>
                                                                                                              EMERGING
                                                                     MID-CAP                                   MARKETS
                                                                     GROWTH      HIGH YIELD      MID-CAP        DEBT
                                                                    PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO
                                                                   SUB-ACCOUNT   SUB-ACCOUNT*  SUB-ACCOUNT*  SUB-ACCOUNT*
                                                                   -----------   -----------   -----------   -----------
<S>                                                                <C>           <C>           <C>           <C>
Operations:
  Net investment income (loss)...................................    $   39        $   57        $    2        $1,756
  Capital gains income...........................................        53            11            29         --
  Net realized gain (loss) on security transactions..............     --            --            --              (60)
  Net unrealized appreciation (depreciation) of investments
   during the period.............................................       236           (62)          (26)       (7,924)
                                                                   -----------   -----------   -----------   -----------
  Net increase (decrease) in net assets resulting from
   operations....................................................       328             6             5        (6,228)
                                                                   -----------   -----------   -----------   -----------
Unit transactions:
  Purchases......................................................     --            1,000         1,000         1,000
  Net transfers..................................................     --            --            --           20,208
  Surrenders for benefit payments and fees.......................       (84)        --                1          (155)
  Loan withdrawals...............................................     --            --            --            --
  Cost of insurance..............................................       (30)        --            --              (60)
                                                                   -----------   -----------   -----------   -----------
  Net increase (decrease) in net assets resulting from unit
   transactions..................................................      (114)        1,000         1,001        20,993
                                                                   -----------   -----------   -----------   -----------
  Total increase (decrease) in net assets........................       214         1,006         1,006        14,765
Net assets:
  Beginning of period............................................     5,906         --            --            --
                                                                   -----------   -----------   -----------   -----------
  End of period..................................................    $6,120        $1,006        $1,006        $14,765
                                                                   -----------   -----------   -----------   -----------
                                                                   -----------   -----------   -----------   -----------
* From inception, April 1, 1998, to December 31, 1998.
 
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
                                                                     MID-CAP
                                                                     GROWTH
                                                                    PORTFOLIO
                                                                   SUB-ACCOUNT
                                                                   -----------
Operations:
  Net investment income (loss)...................................    $   23
  Capital gains income...........................................     --
  Net realized gain (loss) on security transactions..............     --
  Net unrealized appreciation (depreciation) of investments
   during the period.............................................       411
                                                                   -----------
  Net increase (decrease) in net assets resulting from
   operations....................................................       434
                                                                   -----------
Unit transactions:
  Purchases......................................................     1,000
  Net transfers..................................................     4,498
  Surrenders for benefit payments and fees.......................     --
  Loan withdrawals...............................................       (19)
  Cost of insurance..............................................        (7)
                                                                   -----------
  Net increase (decrease) in net assets resulting from unit
   transactions..................................................     5,472
                                                                   -----------
  Total increase (decrease) in net assets........................     5,906
Net assets:
  Beginning of period............................................     --
                                                                   -----------
  End of period..................................................    $5,906
                                                                   -----------
                                                                   -----------
 
<CAPTION>
                                                                   STRATEGIC STOCK    ENTERPRISE
                                                                      PORTFOLIO        PORTFOLIO
                                                                    SUB-ACCOUNT*     SUB-ACCOUNT*
                                                                   ---------------   -------------
<S>                                                                <C>               <C>
Operations:
  Net investment income (loss)...................................      $--               $--
  Capital gains income...........................................      --                --
  Net realized gain (loss) on security transactions..............      --                --
  Net unrealized appreciation (depreciation) of investments
   during the period.............................................          33                60
                                                                       ------            ------
  Net increase (decrease) in net assets resulting from
   operations....................................................          33                60
                                                                       ------            ------
Unit transactions:
  Purchases......................................................       1,000             1,000
  Net transfers..................................................      --                --
  Surrenders for benefit payments and fees.......................      --                --
  Loan withdrawals...............................................      --                --
  Cost of insurance..............................................      --                --
                                                                       ------            ------
  Net increase (decrease) in net assets resulting from unit
   transactions..................................................       1,000             1,000
                                                                       ------            ------
  Total increase (decrease) in net assets........................       1,033             1,060
Net assets:
  Beginning of period............................................      --                --
                                                                       ------            ------
  End of period..................................................      $1,033            $1,060
                                                                       ------            ------
                                                                       ------            ------
* From inception, April 1, 1998, to December 31, 1998.
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
Operations:
  Net investment income (loss)...................................
  Capital gains income...........................................
  Net realized gain (loss) on security transactions..............
  Net unrealized appreciation (depreciation) of investments
   during the period.............................................
  Net increase (decrease) in net assets resulting from
   operations....................................................
Unit transactions:
  Purchases......................................................
  Net transfers..................................................
  Surrenders for benefit payments and fees.......................
  Loan withdrawals...............................................
  Cost of insurance..............................................
  Net increase (decrease) in net assets resulting from unit
   transactions..................................................
  Total increase (decrease) in net assets........................
Net assets:
  Beginning of period............................................
  End of period..................................................
</TABLE>
 
                            SA-15   PROSPECTUS
<PAGE>
SEPARATE ACCOUNT FIVE
HARTFORD LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
 
1.  ORGANIZATION:
 
Separate Account Five (the Account) is a separate investment account with
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 those
dividends from the Funds which are characterized as capital gains under tax
regulations.
 
    b)  Security Valuation -- The investments in shares of the Morgan Stanley
Dean Witter Select Dimensions Investment Series, the Morgan Stanley Universal
Funds, Inc. and Van Kampen American Capital Life Investment Trust Mutual Funds
is 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 Charge -- In accordance with terms of the contracts,
the Company makes deductions for costs of insurance to cover the Company's
anticipated mortality cost. Because a policy's account value and death benefit
may vary from month to month, the cost of insurance charge 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 for benefit payments and fees 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
owner's accounts, in accordance with the terms of the contracts. These expenses
are reflected in Surrenders for benefit payments and fees 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%. These expenses are
reflected in Surrenders for benefit payments and fees on the accompanying
statements of changes in net assets.
 
                            SA-16    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


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