ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCT VL II
S-6, 1998-11-17
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<PAGE>

As filed with the Securities and Exchange Commission on November 16, 1998.
                                                           File No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-6

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


A.   Exact name of trust: Separate Account VL II

B.   Name of depositor: Hartford Life and Annuity Insurance Company

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

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

D.   Name and complete address of agent for service:

     Thomas S. Clark, Esq.
     Hartford Life and Annuity Insurance Company
     P.O. Box 2999
     Hartford, CT 06104-2999

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

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

G.   Amount of filing fee: Not applicable.

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

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



<PAGE>

                        RECONCILIATION AND TIE BETWEEN
                            FORM N-6 AND PROSPECTUS

<TABLE>
<CAPTION>

         ITEM NO. OF FORM N-6                    CAPTION IN PROSPECTUS
         --------------------                    ---------------------
         <S>                                     <C>
                  1.                             Cover Page and Last Page
                  2.                             Summary of Benefits and Risks
                  3.                             Fee Table
                  4.                             About Us
                  5.                             Charges and Deductions
                  6.                             Your Policy
                  7.                             Premiums
                  8.                             Death Benefits and Policy Value
                  9.                             Making Withdrawals From Your Policy
                 10.                             Loans
                 11.                             Lapse and Reinstatement
                 12.                             Taxes
                 13.                             Legal Proceedings
                 14.                             Financial Statements
                 15.                             Cover Page and Table of Contents
                 16.                             General Information and History
                 17.                             Services
                 18.                             Not Applicable
                 19.                             Not Applicable
                 20.                             Distribution of the Policies
                 21.                             Additional Information About Charges
                 22.                             Not Applicable
                 23.                             Not Applicable
                 24.                             Financial Statements
                 25.                             Performance Data
                 26.                             Not Applicable
                 27.                             Exhibits
                 28.                             Directors and Officers
                 29.                             Persons Controlled by or Under Common 
                                                 Control with the Depositor or the 
                                                 Registrant
                 30.                             Indemnification
                 31.                             Principal Underwriters
                 32.                             Location of Accounts and Records
                 33.                             Management Services
                 34.                             Fee Representation
                 
</TABLE>



<PAGE>
 
                      STAG VARIABLE LIFE LAST SURVIVOR II
                            SEPARATE ACCOUNT VL II
                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                 P.O. BOX 2999
                       HARTFORD, CONNECTICUT 06104-2999
[LOGO]                     TELEPHONE: (800) 231-5453
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This Prospectus describes information you should know before you purchase the
Stag Variable Life Last Survivor II variable life insurance policy. Please read
it carefully.
 
Stag Variable Life Last Survivor II is a contract between you and Hartford Life
and Annuity Insurance Company. You agree to make sufficient premium payments to
us, and we agree to pay a death benefit to your beneficiary. The policy is a
last survivor flexible premium variable life insurance policy. It is:
 
X  Last survivor, because we pay a death benefit after the death of the last
    surviving insured.
 
X  Flexible premium, because you may add payments to your policy after the first
    payment.
 
X  Variable, because the value of your life insurance policy will fluctuate with
    the performance of the underlying investment options you select and the
    Fixed Account.
 
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
 
The policy may not be available for sale in all states.
 
This Prospectus can also be obtained from the Securities and Exchange
Commission's website (HTTP://WWW.SEC.GOV).
 
This life insurance policy IS NOT:
 
- - a bank deposit or obligation
 
- - federally insured
 
- - endorsed by any bank or governmental agency
- --------------------------------------------------------------------------------
 
Prospectus Dated: [            ], 1999
<PAGE>
2                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 <S>                                                                     <C>
 SUMMARY OF BENEFITS AND RISKS.........................................    3
 FEE TABLE.............................................................    4
 ABOUT US..............................................................    6
   Hartford Life and Annuity Insurance Company.........................    6
   The Separate Account VL II..........................................    6
   The Funds...........................................................    6
 CHARGES AND DEDUCTIONS................................................    8
 YOUR POLICY...........................................................   10
 PREMIUMS..............................................................   11
 DEATH BENEFITS AND POLICY VALUES......................................   13
 MAKING WITHDRAWALS FROM YOUR POLICY...................................   15
 LOANS.................................................................   15
 LAPSE AND REINSTATEMENT...............................................   16
 TAXES.................................................................   17
 LEGAL PROCEEDINGS.....................................................   21
 OTHER MATTERS.........................................................   21
 FINANCIAL STATEMENTS..................................................   21
 GLOSSARY OF SPECIAL TERMS.............................................   22
 WHERE YOU CAN FIND MORE INFORMATION...................................   23
</TABLE>
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    3
- --------------------------------------------------------------------------------
 
                              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 death benefit options,
investment options, and premiums you pay.
 
    DEATH BENEFIT -- While the policy is in force and when the last surviving
insured dies, we pay a death benefit to your beneficiary. You select one of
three death benefit options:
 
X  LEVEL OPTION: The death benefit equals the current Face Amount.
 
X  RETURN OF ACCOUNT VALUE OPTION: The death benefit is the current Face Amount
    plus the Account Value of your policy.
 
X  RETURN OF PREMIUM OPTION: The death benefit is the current Face Amount plus
    the total of your premium payments, however, it will be no more than the
    current Face Amount plus $2.5 million.
 
    The death benefit is reduced by any money you owe us, such as outstanding
loans, loan interest, or unpaid charges. You may change your death benefit
option under certain circumstances. You may increase or decrease the Face Amount
on your policy under certain circumstances.
 
    DEATH BENEFIT GUARANTEE -- Generally, your death benefit coverage will last
as long as there is enough value in your policy to pay for the monthly charges
we deduct. Since this is a variable life policy, values of your policy will
fluctuate based on the performance of the underlying investment options you have
chosen. Without the Death Benefit Guarantee your policy will lapse if the value
of your policy is insufficient to pay your monthly charges. However, when the
Death Benefit Guarantee feature is in effect, the policy will not lapse,
regardless of the investment performance of the underlying funds.
 
    When you apply for the policy you choose what percentage of the total face
amount that is covered by the Death Benefit Guarantee. The Death Benefit
Guarantee period is the maximum number of policy years that the Death Benefit
Guarantee is available on the policy. The Death Benefit Guarantee period is
individualized based on the issue ages, sexes and risk classes of the insureds
and is provided in the policy. In order to maintain the Death Benefit Guarantee
feature, the cumulative premiums paid into the policy, less withdrawals and
indebtedness, must exceed the Cumulative Death Benefit Guarantee Premium.
 
    INVESTMENT OPTIONS -- You may invest in up to 9 different investment choices
within your policy, from a choice of 36 investment options and a Fixed Account.
You may transfer money among your investment choices, subject to restrictions.
 
    PREMIUM PAYMENTS -- You have the flexibility to choose how you pay premiums.
You choose a planned premium when you purchase the policy. You may change your
planned premium, or pay additional premium any time, subject to certain
limitations.
 
    RIGHT TO EXAMINE YOUR POLICY -- For 10 days after you receive your policy,
you may cancel it without paying a sales charge. A longer period is provided in
some states.
 
    WITHDRAWALS -- You may take money out of your policy once a month, subject
to certain minimums. (See Risks of Your Policy, below).
 
    LOANS -- You may take a loan on the policy. The policy secures the loan.
 
    SETTLEMENT OPTIONS -- You or your beneficiary may choose to receive the
proceeds of the policy over a period of time by using one of several settlement
options.
 
    OPTIONAL COVERAGE -- You may add other coverages to your policy. See "Your
Policy -- Other Benefits."
 
                        WHAT DOES YOUR PREMIUM PAY FOR?
 
    Your premium pays for three things. It pays for insurance coverage, it acts
as an investment in the Sub-Accounts, and it pays for sales loads and other
charges.
 
                              RISKS OF YOUR POLICY
 
    INVESTMENT PERFORMANCE -- The value of your policy will fluctuate with the
performance of its underlying investments. 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 the
premium payment in a short time period.
 
    RISK OF LAPSE -- Your policy could terminate if the value of the policy
becomes too low to support the policy's monthly charges. 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.
 
    WITHDRAWAL LIMITATIONS -- You are limited to one withdrawal per month.
Withdrawals will reduce your policy's death benefit, and may be subject to a
surrender charge.
 
    TRANSFER LIMITATIONS -- We reserve the right to limit the size of transfers
and remaining balances, and to limit the
<PAGE>
4                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
number and frequency of transfers among your investment options and the Fixed
Account.
 
    LOANS -- Taking a loan from your policy may increase the risk that your
policy will lapse, will have a permanent effect on the policy's Account Value,
and will reduce the death proceeds.
 
    ADVERSE TAX CONSEQUENCES -- You may be subject to income tax if you receive
any loans, withdrawals or other amounts from the policy, and you may be subject
to a 10% penalty tax. See "Taxes."
 
                                   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 buy the
policy, surrender the policy, or transfer cash value between investment options.
 
                                TRANSACTION FEES
 
<TABLE>
<CAPTION>
                                                                                                   POLICIES FROM WHICH CHARGE IS
         CHARGE               WHEN CHARGE IS DEDUCTED                 AMOUNT DEDUCTED                         DEDUCTED
 ----------------------  ----------------------------------  ----------------------------------  ----------------------------------
 <S>                     <C>                                 <C>                                 <C>
 Sales Charge            When you pay premium.               6% of premium                       All
 Premium Tax Charge      When you pay premium.               A percent of premium which varies   All
                                                             by your state and municipality of
                                                             residence. The range of premium
                                                             tax charge is generally between 0%
                                                             and 4%.
                                                             This rate will change if your
                                                             state or municipality changes its
                                                             premium tax charges. It may change
                                                             if you change your state or
                                                             municipality of residence.
 Surrender Charges       When you surrender your policy.     Surrender charge varies by policy
                         When you make certain Face Amount   year and equals a percentage times
                         decreases.                          the sum of two components: the
                         When you take certain withdrawals.  sales surrender charge and the
                                                             underwriting surrender charge. The
                                                             sales surrender charge equals the
                                                             Death Benefit Guarantee Premium.
                                                             The underwriting surrender charge
                                                             equals $1 per $1,000 of initial
                                                             face amount, but is at least $500
                                                             and no more than $3,000.
                                                             The percentage by policy years is   Policies surrendered during the
                                                             as follows:                         first nine policy years.
                                                             Policy                              Policies where the Face Amount is
                                                             Year             Percentage         reduced below the initial Face
                                                             1                      70%          Amount during the first nine
                                                             2                      70%          policy years.
                                                             3                      70%
                                                             4                      60%
                                                             5                      50%
                                                             6                      40%
                                                             7                      30%
                                                             8                      20%
                                                             9                      10%
                                                             10 and after             0%
</TABLE>
<PAGE>
 
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    5
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                                   POLICIES FROM WHICH CHARGE IS
         CHARGE               WHEN CHARGE IS DEDUCTED                 AMOUNT DEDUCTED                         DEDUCTED
 ----------------------  ----------------------------------  ----------------------------------  ----------------------------------
 <S>                     <C>                                 <C>                                 <C>
 Face Amount Increase    Each month for 12 months beginning  1/12 of $1 per month per thousand   Policies where the owner has made
 Fee                     on the effective date of any        of Face Amount increase.            an unscheduled increase.
                         unscheduled increase in Face        Monthly fees charged will not be
                         Amount you request.                 less than 1/12 of $500 and will
                                                             not exceed 1/12 of $3,000.
 Transfer Fees           When you make a transfer after the  $25 per transfer.                   Those policies with more than one
                         first transfer in any month.                                            transfer per month.
 Withdrawal Fee          When you take a withdrawal.         $10 per withdrawal.                 Those policies where the owner has
                                                                                                 made a withdrawal.
</TABLE>
 
    The next table describes the MAXIMUM fees and expenses that you will pay
periodically during the time that you own the policy, not including Fund fees
and expenses.
 
               ANNUAL CHARGES OTHER THAN FUND OPERATING EXPENSES
 
<TABLE>
<CAPTION>
                                                                                                   POLICIES FROM WHICH CHARGE IS
         CHARGE               WHEN CHARGE IS DEDUCTED                 AMOUNT DEDUCTED                         DEDUCTED
 ----------------------  ----------------------------------  ----------------------------------  ----------------------------------
 <S>                     <C>                                 <C>                                 <C>
 Cost of Insurance       Monthly.                            The charge is the maximum cost of   All
 Charges                                                     insurance rate times the net
                                                             amount at risk. Maximum cost of
                                                             insurance rates are
                                                             individualized, depending on issue
                                                             ages, sexes, insurance classes,
                                                             substandard ratings, and duration.
 
 Mortality and Expense   Monthly.                            Per the Sub-Account accumulated     All
 Risk Charge                                                 value:
                                                             - 1/12 of 0.75% per month for
                                                               policy years 1-10.
                                                             - 1/12 of 0.60% per month after
                                                               the 10th policy year.
                                                             Per $1,000 of initial Face Amount
                                                             during the first 10 policy years:
                                                             - individualized based on issue
                                                               ages and Death Benefit Guarantee
                                                               Amount.
 
 Administrative Charge   Monthly.                            Years 1-5:                          All
                                                             $30
                                                             Years 6+:
                                                             $10
 
 Rider Charges           Monthly.                            Individualized based on optional    Only those policies with benefits
                                                             rider selected.                     provided by rider.
</TABLE>
 
<PAGE>
6                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
    The next table describes the Fund fees and expenses that you will pay
periodically during the time that you own the policy. The table shows the
minimum and maximum fees and expenses charged by any of the Funds. More detail
concerning each Fund's fees and expenses is contained in the prospectus for each
Fund.
 
                         ANNUAL FUND OPERATING EXPENSES
 
<TABLE>
<CAPTION>
                                                                                                   POLICIES FROM WHICH CHARGE IS
         CHARGE               WHEN CHARGE IS DEDUCTED                 AMOUNT DEDUCTED                         DEDUCTED
 ----------------------  ----------------------------------  ----------------------------------  ----------------------------------
 <S>                     <C>                                 <C>                                 <C>
 Management Fees         Daily net asset values of a Fund    0.40% - 1.20%                       All Policies for those funds
                         reflect Management Fees already                                         currently selected by you.
                         deducted from assets of the Fund.
 
 Other Expenses          Daily net asset values of a Fund    0.011% - 0.680%                     All Policies, but deductions only
                         reflect Other Expenses already                                          from Sub-Accounts in use.
                         deducted from the assets of the
                         Fund.
 
 Total Fund Annual       Daily net asset values of a Fund    0.42% - 1.27%                       All Policies, but deductions only
 Expenses                reflect Total Fund Annual                                               from Sub-Accounts in use.
                         Operating Expenses already
                         deducted from assets of the Fund.
</TABLE>
 
                                    ABOUT US
 
                           HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
 
    We are Hartford Life and Annuity Insurance Company ("Hartford") located in
Simsbury, Connecticut. We provide health and life insurance in all states,
except New York. Our mailing address is P.O. Box 2999, Hartford, CT 06104-2999.
We are ultimately controlled by Hartford Fire Insurance Company, one of the
largest multiple lines insurance carriers in the United States.
 
                             SEPARATE ACCOUNT VL II
 
    The Sub-Accounts are subdivisions of our separate account, called Separate
Account VL II. The Separate Account exists to keep your life insurance policy
assets separate from our company assets. As such, 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 you
insurance obligations under the policy. Your assets in the Separate Account are
held exclusively for your benefit and may not be used for any other liability of
Hartford.
 
                                   THE FUNDS
 
    The Sub-Accounts of the Separate Account purchase shares of mutual funds set
up exclusively for variable annuity and variable life insurance products. These
funds are not the same mutual funds that you buy through your stockbroker or
through a retail mutual fund, but they may have similar investment strategies
and the same portfolio managers as retail mutual funds. You choose the Sub-
Accounts that meet your investment style.
 
    You should read the prospectuses for each of the Funds listed below for
detailed information about each Fund. The prospectuses for the Funds are
attached to this Prospectus. All Funds may not be available in all states.
 
    You may also allocate some or all of your premium payments to the "Fixed
Account," which pays a declared interest rate. See "The Fixed Account."
 
    The following Sub-Accounts are available under your policy. Opposite the
name of each Sub-Account is the name of the shares of the underlying fund that
the Sub-Account purchases:
 
<TABLE>
<CAPTION>
SUB-ACCOUNT                                                                         PURCHASES SHARES OF:
- -------------------------------------------------------  ---------------------------------------------------------------------------
<S>                                                      <C>
Hartford Advisers Fund Sub-Account                       Class IA of Hartford Advisers HLS Fund, Inc.
Hartford Bond Fund Sub-Account                           Class IA of Hartford Bond HLS Fund, Inc.
Hartford Capital Appreciation Fund                       Class IA of Hartford Capital Appreciation HLS Fund, Inc.
  Sub-Account
Hartford Dividend and Growth Fund                        Class IA of Hartford Dividend and Growth HLS Fund, Inc.
  Sub-Account
Hartford Growth and Income Fund Sub-Account              Class IA of Hartford Growth and Income HLS Fund, Inc.
</TABLE>
<PAGE>
 
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    7
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                      <C>
Hartford Index Fund Sub-Account                          Class IA of Hartford Index HLS Fund, Inc.
Hartford International Advisers Fund                     Class IA of Hartford International Advisers HLS Fund, Inc.
  Sub-Account
Hartford International Opportunities Fund                Class IA of Hartford International Opportunities HLS Fund, Inc.
  Sub-Account
Hartford MidCap Fund Sub-Account                         Class IA of Hartford MidCap HLS Fund, Inc.
Hartford Mortgage Securities Fund Sub-Account            Class IA of Hartford Mortgage Securities HLS Fund, Inc.
Hartford Money Market Fund Sub-Account                   Class IA of Hartford Money Market HLS Fund, Inc.
Hartford Small Company Fund Sub-Account                  Class IA of Hartford Small Company HLS Fund, Inc.
Hartford Stock Fund Sub-Account                          Class IA of Hartford Stock HLS Fund, Inc.
Putnam VT Asia Pacific Growth Fund                       Class IA of Putnam VT Asia Pacific Growth Fund of the Putnam Variable Trust
  Sub-Account
Putnam VT Diversified Income Fund                        Class IA of Putnam VT Diversified Income Fund of Putnam Variable Trust
  Sub-Account
Putnam VT Global Asset Allocation Fund                   Class IA of Putnam VT Global Asset Allocation Fund of Putnam Variable Trust
  Sub-Account
Putnam VT Global Growth Fund Sub-Account                 Class IA of Putnam VT Global Growth Fund of Putnam Variable Trust
Putnam VT Growth and Income Fund                         Class IA of Putnam VT Growth and Income Fund of Putnam Variable Trust
  Sub-Account
Putnam VT Health Sciences Fund Sub-Account               Class IA of Putnam VT Health Sciences Fund of Putnam Variable Trust
Putnam VT High Yield Fund Sub-Account                    Class IA of Putnam VT High Yield Fund of Putnam Variable Trust
Putnam VT International Growth Fund                      Class IA of Putnam VT International Growth Fund of Putnam Variable Trust
  Sub-Account
Putnam VT International Growth and Income Fund           Class IA of Putnam VT International Growth and Income Fund of Putnam
  Sub-Account                                              Variable Trust
Putnam VT International New Opportunities Fund           Class IA of Putnam VT International New Opportunities Fund of Putnam
  Sub-Account                                              Variable Trust
Putnam VT Investors Fund Sub-Account                     Class IA of Putnam VT Investors Fund of Putnam Variable Trust
Putnam VT Money Market Fund Sub-Account                  Class IA of Putnam VT Money Market Fund of Putnam Variable Trust
Putnam VT New Opportunities Fund                         Class IA of Putnam VT New Opportunities Fund of Putnam Variable Trust
  Sub-Account
Putnam VT New Value Fund Sub-Account                     Class IA of Putnam VT New Value Fund of Putnam Variable Trust
Putnam VT OTC & Emerging Growth Fund Sub-Account         Class IA of Putnam VT OTC & Emerging Growth Fund of Putnam Variable Trust
Putnam VT The George Putnam Fund of Boston Sub-Account   Class IA of Putnam VT The George Putnam Fund of Boston of Putnam Variable
                                                           Trust
Putnam VT U.S. Government and High Quality Bond Fund     Class IA of Putnam VT U.S. Government and High Quality Bond Fund of Putnam
  Sub-Account                                              Variable Trust
Putnam VT Utilities Growth and Income Fund Sub-Account   Class IA of Putnam VT Utilities Growth and Income Fund of Putnam Variable
                                                           Trust
Putnam VT Vista Fund Sub-Account                         Class IA of Putnam VT Vista Fund of Putnam Variable Trust
Putnam VT Voyager Fund Sub-Account                       Class IA of Putnam VT Voyager Fund of Putnam Variable Trust
Fidelity VIP Equity-Income Portfolio                     Fidelity VIP Equity-Income Portfolio of Variable Insurance Products Fund
  Sub-Account
Fidelity VIP Overseas Portfolio Sub-Account              Fidelity VIP Overseas Portfolio of Variable Insurance Products Fund
Fidelity VIP II Asset Manager Portfolio                  Fidelity VIP II Asset Manager Portfolio of Variable Insurance Products Fund
  Sub-Account                                              II
</TABLE>
 
    INVESTMENT ADVISERS -- HL Investment Advisors, Inc. is investment adviser
for the Hartford Funds. Wellington Management Company, LLP is investment
sub-adviser for Hartford Advisers HLS Fund, Inc., Hartford Capital Appreciation
HLS Fund, Inc., Hartford Dividend and Growth HLS Fund, Inc., Hartford Growth and
Income HLS Fund, Inc., Hartford International Advisers HLS Fund, Inc., Hartford
<PAGE>
8                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
International Opportunities HLS Fund, Inc., Hartford MidCap HLS Fund, Inc.,
Hartford Small Company HLS Fund, Inc., and Hartford Stock HLS Fund, Inc. The
Hartford Investment Management Company, Inc. ("HIMCO") is investment sub-adviser
for Hartford Bond HLS Fund, Inc., Hartford Index HLS Fund, Inc., Hartford
Mortgage Securities HLS Fund, Inc., and Hartford Money Market HLS Fund, Inc.
 
    Putnam Management is investment adviser for the Putnam Funds.
 
    Fidelity Management & Research Company is investment adviser for the
Fidelity VIP Funds.
 
    It is conceivable that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Funds simultaneously. Although neither Hartford nor the Funds
currently foresee any such disadvantages either to variable life insurance
policy owners or to variable annuity policy owners, the Board of Directors for
the Hartford Funds, the Board of Trustees for the Putnam Funds and the Board of
Trustees for the Fidelity VIP Funds (collectively, the "Boards") intend to
monitor events in order to identify any material conflicts between the policy
owners and to determine what action, if any, should be taken in response
thereto. If the Boards were to conclude that separate funds should be
established for variable annuity and variable life insurance separate accounts,
Hartford will bear the attendant expenses.
 
    VOTING RIGHTS -- For Sub-Accounts in which you have invested, we will notify
you of shareholder's meetings of the Funds purchased by those Sub-Accounts. We
will send you proxy materials and instructions for you to vote the shares held
for your benefit by those Sub-Accounts. We will arrange for the handling and
tallying of proxies received from you or other policy owners. If you give no
instructions, we will vote those shares in the same proportion as shares for
which we received instructions.
 
                               THE FIXED ACCOUNT
 
    You may allocate amounts to the Fixed Account. The Fixed Account is not a
part of the Separate Account, but is a part of our general assets. As such, the
Fixed Account (and this description of the Fixed Account) is not subject to the
same securities laws as the Separate Account.
 
    The Fixed Account credits at least 3.5% per year. We are not obligated to,
but may, credit more than 3.5% per year. If we do, such rates are determined at
our sole discretion. You assume the risk that, at any time, the Fixed Account
may credit no more than 3.5%.
 
                             CHARGES AND DEDUCTIONS
 
                            DEDUCTIONS FROM PREMIUM
 
    Before your premium is allocated to the Sub-Accounts and/or the Fixed
Account, we deduct a percentage from your premium for a sales load and a premium
tax charge. The amount allocated after the deductions is called your Net
Premium.
 
    FRONT-END SALES LOAD -- We deduct a sales load from each premium you pay.
The maximum sales load under the policy is 6% of premium.
 
    PREMIUM TAX CHARGE -- We deduct a premium tax charge from each premium you
pay. The premium tax charge covers taxes assessed against us by a state and/or
other governmental entity. The range of such charge generally is between 0% and
4%.
 
                         DEDUCTIONS FROM ACCOUNT VALUE
 
    MONTHLY DEDUCTION AMOUNTS -- Each month we will deduct an amount from your
Account Value to pay for the benefits provided by your policy. This amount is
called the Monthly Deduction Amount and equals the sum of:
 
- - the charge for the cost of insurance;
 
- - the monthly administrative charge;
 
- - the mortality and expense risk charge;
 
- - any Face Amount increase fee;
 
- - any charges for additional benefits provided by rider.
 
    Each Monthly Deduction Amount will be deducted pro rata from the Fixed
Account and each of the Sub-Accounts. The Monthly Deduction Amount will vary
from month to month.
 
    COST OF INSURANCE CHARGE -- The charge for the cost of insurance equals:
 
 (i) the cost of insurance rate per $1,000, multiplied by
 
 (ii) the amount at risk, divided by
 
(iii) $1,000.
 
    On any Monthly Activity Date, the amount at risk equals the Death Benefit
less the Account Value on that date, prior to assessing the Monthly Deduction
Amount.
 
    Cost of insurance rates will be determined on each policy anniversary based
on our future expectations of such factors as mortality, expenses, interest,
persistency and taxes. The cost of insurance rates will not exceed those based
on the 1980 Commissioners' Standard Ordinary Mortality Table (ALB), Male or
Female, Nonsmoker or
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    9
- --------------------------------------------------------------------------------
 
Smoker Table, age last birthday (unisex rates may be required in some states). A
table of guaranteed cost of insurance rates per $1,000 will be included in your
policy, however, we reserve the right to use rates less than those shown in the
table. Substandard risks will be charged higher cost of insurance rates that
will not exceed rates based on a multiple of 1980 Commissioners' Standard
Ordinary Mortality Table (ALB), Male or Female, Nonsmoker or Smoker Table, age
last birthday (unisex rates may be required in some states) plus any flat extra
amount assessed. The multiple will be based on the insured's substandard rating.
 
    Any changes in the cost of insurance rates will be made uniformly for all
insureds of the same issue ages, sexes, risk classes and whose coverage has been
in force for the same length of time. No change in insurance class or cost will
occur on account of deterioration of the insureds' health.
 
    Because your Account Value and death benefit may vary from month to month,
the cost of insurance may also vary on each Monthly Activity Date. The cost of
insurance depends on your policy's amount at risk. Items which may affect the
amount at risk include the amount and timing of premium payments, investment
performance, fees and charges assessed, rider charges, policy loans and changes
to the Face Amount.
 
    MONTHLY ADMINISTRATIVE CHARGE -- We deduct a monthly administrative charge
from your Account Value to compensate us for issue and administrative costs of
the policy. During the first 5 years of the policy, the charge is $30 per month.
After 5 years, the charge is $10 per month.
 
    MORTALITY AND EXPENSE RISK CHARGE -- We deduct a mortality and expense risk
charge each month from your Account Value. There are two components to the
mortality and expense risk charge. Part of the charge is assessed according to
your Account Value attributable to the Sub-Accounts, and the other part is
assessed based on the initial Face Amount of your policy. The mortality and
expense risk charge each month is equal to the sum of (a) and (b) where
 
(a) equals:
 
    (i) the monthly accumulated value mortality and expense risk rate;
        multiplied by
 
    (ii) the sum of your accumulated values in the Sub-Accounts on the Monthly
         Activity Date, prior to assessing the Monthly Deduction Amount.
 
   and
 
(b) equals:
 
    (i) the monthly mortality and expense risk rate per $1,000; multiplied by
 
    (ii) the initial Face Amount; divided by
 
   (iii) $1,000.
 
    During the first 10 years, the maximum accumulated value mortality and
expense risk rate is 1/12 of 0.75% per month. Thereafter, the maximum is 1/12 of
0.60% per month.
 
    During the first 10 years, the Face Amount mortality and expense risk rate
per $1,000 of initial Face Amount is individualized based on issue ages and
death benefit guarantee, and is provided in the policy. Thereafter, there is no
charge.
 
    The mortality and expense risk charge compensates us for mortality and
expense risks assumed under the policies. The mortality risk assumed is that the
cost of insurance charges are insufficient to meet actual claims. The expense
risk assumed is that the expense incurred in issuing, distributing and
administering the policies exceed the administrative charges and sales loads
collected. Hartford may keep any difference between cost it incurs and the
charges it collects.
 
    FACE AMOUNT INCREASE FEE -- We deduct a dollar amount from your Account
Value for an unscheduled increase of the Face Amount on your policy. We deduct
the fee each month for twelve months after the increase. The fee is 1/12 of
$1.00 per month per $1,000 of unscheduled increase in the Face Amount. The fee
will not be less than 1/12 of $500 per month, but will not exceed 1/12 of $3,000
per month. This fee compensates us for underwriting and processing costs for
such increases.
 
    RIDER CHARGE -- If your policy includes riders, a charge applicable to the
riders is made from the Account Value each month. The charge applicable to these
riders is to compensate Hartford for the anticipated cost of providing these
benefits and is specified on the applicable rider. For a description of the
riders available, see "Your Policy -- Supplemental Benefits."
 
    SURRENDER CHARGE -- During the first 9 policy years, surrender charges will
be deducted from your Account Value if
 
- - you surrender your policy;
 
- - you decrease the Face Amount to an amount lower than it has ever been; or
 
- - you take a withdrawal that causes the Face Amount to fall below the lowest
  previous Face Amount.
 
    The amount of surrender charge is individualized based on your issue ages,
sexes, insurance classes, duration, Face Amount and Death Benefit Guarantee
Amount. The charge compensates us for expenses incurred in issuing the policy
and the recovery of acquisition costs. Hartford may keep any difference between
cost it incurs and the charges it collects. For partial surrender charges
applicable to a decrease in the Face Amount or withdrawal, see "Unscheduled
Increases and Decreases in the Face
<PAGE>
10                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
Amount." The amount of surrender charge varies by policy year and equals a
percentage times the sum of two components: the sales surrender charge and the
underwriting surrender charge. The sales surrender charge equals the Death
Benefit Guarantee Premium. The underwriting surrender charge equals $1 per
$1,000 of initial face amount, but is at least $500 and no more than $3,000.
 
    The percentage by policy years is as follows:
 
<TABLE>
<CAPTION>
          POLICY YEAR       PERCENTAGE
          ------------      -----
          <S>               <C>
               1             70%
               2             70%
               3             70%
               4             60%
               5             50%
               6             40%
               7             30%
               8             20%
               9             10%
          10 and after        0%
</TABLE>
 
                             CHARGES FOR THE FUNDS
 
    The investment performance of each Fund reflects the management fee that the
Fund pays to its investment manager as well as other operating expenses that the
Fund incurs. Investment management fees are generally daily fees computed as a
percentage of a Fund's average daily net assets as an annual rate. Please read
the prospectus for each Fund for complete details.
 
                                  YOUR POLICY
 
                                CONTRACT RIGHTS
 
    POLICY OWNER, OR "YOU" -- As long as your policy is in force, you may
exercise all rights under the policy while either of the insureds is alive and
no beneficiary has been irrevocably named.
 
    BENEFICIARY -- You name the beneficiary in your application for the policy.
You may change the beneficiary (unless irrevocably named) while either of the
insureds is alive by notifying us in writing. If no beneficiary is living when
the last surviving insured dies, the death benefit will be paid to you if
living; or, otherwise, to your estate.
 
    ASSIGNMENT -- You may assign your policy. Until you notify us in writing, no
assignment will be effective against us. We are not responsible for the validity
of any assignment.
 
    STATEMENTS -- 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.
 
                              CONTRACT LIMITATIONS
 
    ALLOCATIONS TO SUB-ACCOUNTS AND THE FIXED ACCOUNT -- You may allocate
amounts to a maximum of nine (9) Sub-Accounts, or eight (8) Sub-Accounts and the
Fixed Account.
 
    TRANSFERS OF ACCOUNT VALUE -- You may transfer amounts among the Fixed
Account and the Sub-Accounts subject to a charge described below. You may
request transfers in writing or by calling us at 1-800-231-5453. Transfers by
telephone may be made by your agent of record or by your attorney-in-fact
pursuant to a power of attorney. Telephone transfers may not be permitted in
some states. We will not be responsible for losses that result 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
requiring callers to provide certain identifying information. All transfer
instructions communicated to us by telephone are tape recorded.
 
    You may make one transfer per calendar month free of charge, excluding any
transfers made pursuant to your enrollment in the Dollar Cost Averaging Program.
Each subsequent transfer in excess of one per calendar month will be subject to
a transfer charge of up to $25. We reserve the right to limit at a future date
the size of transfers and remaining balances and to limit the number and
frequency of transfers.
 
    TRANSFERS FROM THE FIXED ACCOUNT -- Unless you are enrolled in the Dollar
Cost Averaging Program, any transfers from the Fixed Account must occur during
the 30-day period following each Policy Anniversary, and, if your accumulated
value in the Fixed Account exceeds $1,000, the amount transferred from the Fixed
Account in any Policy Year may not exceed 25% of the accumulated value in the
Fixed Account on the transfer date.
 
    DEFERRAL OF PAYMENTS -- We may defer payment of any Cash Surrender Values,
withdrawals and loan amounts which are not attributable to the Sub-Accounts for
up to six months from the date of the request. If we defer payment for more than
30 days, we will pay you interest.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   11
- --------------------------------------------------------------------------------
 
                    CHANGES TO CONTRACT OR SEPARATE ACCOUNT
 
    MODIFICATION OF POLICY -- The only way the policy may be modified is by a
written agreement signed by our President, or one of our Vice Presidents,
Secretaries, or Assistant Secretaries.
 
    SUBSTITUTION OF FUNDS -- We reserve the right to substitute the shares of
any other registered investment company for the shares of any Fund already
purchased or to be purchased in the future by the Separate Account provided that
the substitution has been approved by the Securities and Exchange Commission.
 
    CHANGE IN OPERATION OF THE SEPARATE ACCOUNT -- The operation of the Separate
Account may be modified to the extent permitted by law, including deregistration
under the securities laws.
 
    SEPARATE ACCOUNT TAXES -- Currently, no charge is made to the Separate
Account for federal, state and local taxes that may be allocable to the Separate
Account. A change in the applicable federal, state or local tax laws which
impose tax on Hartford and/or the Separate Account may result in a charge
against the policy in the future. Charges for other taxes, if any, allocable to
the Separate Account may also be made.
 
                                 OTHER BENEFITS
 
    DOLLAR COST AVERAGING PROGRAM -- You may elect to allocate your Net Premiums
among the Sub-Accounts and the Fixed Account pursuant to the Dollar Cost
Averaging (DCA) program. If you choose the DCA program, your Net Premiums will
be deposited into the Hartford Money Market Sub-Account or the Fixed Account.
Amounts will be transferred monthly to the other investment options in
accordance with your premium allocation instructions. The dollar amount will be
allocated to the investment options that you specify, in the proportions that
you specify. If, on any transfer date, your Account Value allocated to the
Dollar Cost Averaging program is less than the amount you have elected to
transfer, your DCA program will terminate.
 
    You may cancel your DCA election by notice in writing or by calling us at
1-800-231-5453. We reserve the right to change or discontinue the DCA program.
 
    The main objective of a DCA program is to minimize the impact of short-term
price fluctuations. The DCA program allows you to take advantage of market
fluctuations. Since the same dollar amount is transferred to your selected
investment options at set intervals, the DCA program allows you to purchase more
accumulation units when prices are low and fewer accumulation units when prices
are high. Therefore, a lower average cost per accumulation unit may be achieved
over the long term. However, it is important to understand that the DCA program
does not assure a profit or protect against loss in a declining market.
 
    SUPPLEMENTAL BENEFITS -- The following supplemental benefits are among the
options that may be included in a policy by rider, subject to the restrictions
and limitations set forth therein.
 
- - LAST SURVIVOR EXCHANGE OPTION RIDER. We will exchange your policy for two
  individual policies on the life of each insured, subject to the conditions
  stated in the rider.
 
- - ESTATE PROTECTION RIDER. We will pay a term insurance benefit upon receipt of
  due proof of the last surviving insured's death while your policy and rider
  are in force, subject to the conditions stated in the rider.
 
- - YEARLY RENEWABLE TERM LIFE INSURANCE RIDER. While the rider is in force, we
  will pay the term life insurance amount upon receipt of due proof of death of
  the designated insured, subject to the conditions stated in the rider.
 
                              CLASS OF PURCHASERS
 
    REDUCED CHARGES FOR ELIGIBLE GROUPS -- Certain of the charges and deductions
described above may be reduced for policies issued in connection with a specific
plan, in accordance with our rules in effect as of the date the application for
a policy is approved. To qualify for such a reduction, a plan must satisfy
certain criteria, e.g., as to size of the plan, expected number of participants
and anticipated premium payment from the plan. Generally, the sales contacts and
effort, administrative costs and mortality cost per policy vary, based on such
factors as the size of the plan, the purposes for which policies are purchased
and certain characteristics of the plan's members. The amount of reduction and
the criteria for qualification will be reflected in the reduced sales effort and
administrative costs resulting from, and the different mortality experience
expected as a result of, sales to qualifying plans. We may modify, from time to
time on a uniform basis, both the amounts of reductions and the criteria for
qualification. Reductions in these charges will not be unfairly discriminatory
against any person, including the affected policy owners invested in Separate
Account VL II.
 
                                    PREMIUMS
 
    APPLICATION FOR A POLICY -- To purchase a policy you must submit an
application to us. Within limits, you may choose the initial Face Amount.
Policies generally will be issued only on the lives of insureds between the ages
of 20 and 85 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. The minimum initial premium is the
<PAGE>
12                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
amount required to keep the policy in force for one month, but not less than
$50.
 
    Your Policy will be effective on the Policy Date only after we receive all
outstanding delivery requirements and the initial premium payment. The Policy
Date is the date used to determine all future cyclical transactions on the
Policy, such as Monthly Activity Date and Policy Years.
 
    PREMIUM PAYMENT FLEXIBILITY -- You have considerable flexibility as to when
and in what amounts you pay premiums under your policy.
 
    Prior to policy issue, you choose a planned premium, within a range
determined by us. We will send you premium notices for planned premiums. Such
notices may be sent on an annual, semi-annual or quarterly basis. You may also
have premiums automatically deducted monthly from your checking account. The
planned premiums and payment mode you select are shown on your policy's
specifications page. You may change the planned premiums, subject to our minimum
amount rules then in effect.
 
    After the first premium has been paid, your subsequent premium payments are
flexible. The actual amount and frequency of payment will affect the Account
Value and could affect the amount and duration of insurance provided by the
policy. Your policy may lapse if the value of your policy becomes insufficient
to cover the Monthly Deduction Amounts. In such case you may be required to pay
additional premiums in order to prevent the policy from terminating. For details
see, "Lapse and Reinstatement."
 
    You may pay additional premiums at any time prior to the scheduled maturity
date, subject to the following limitations:
 
- - The minimum premium that we will accept is $50 or the amount required to keep
  the policy in force.
 
- - We reserve the right to refund any excess premiums that would cause the policy
  to fail to meet the definition of life insurance under the Internal Revenue
  Code.
 
- - We reserve the right to require evidence of insurability for any premium
  payment that results in an increase in the death benefit greater than the
  amount of the premium.
 
- - Any premium payment in excess of $1,000,000 is subject to our approval.
 
    ALLOCATION OF PREMIUM PAYMENTS -- The initial Net Premium (and any
additional Net Premiums received by us before the end of the right to examine
period) will be allocated to the Hartford Money Market Sub-Account on the later
of the Policy Date or the date we receive your premium payment.
 
    We will then allocate the Account Value in the Hartford Money Market
Sub-Account to the Fixed Account and the Sub-Accounts according to the premium
allocation specified in the your policy application 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.
 
    You may change your premium allocation upon request in writing. Subsequent
Net Premiums will be allocated to the Fixed Account and the Sub-Accounts
according to your most recent written instructions as long as the number of
investment choices you are allocated to does not exceed nine (9), and the
percentage you allocate to each Sub-Account and/or the Fixed Account is in whole
percentages. If we receive a premium payment with a premium allocation
instruction that does not comply with the above rules, we will allocate the Net
Premium pro rata based on the values of your existing investment choices.
 
    A Policy Owner receives several different types of notifications as to what
his or her current premium allocation is. Each transaction confirmation received
after a premium payment is received by Hartford will show how a Net Premium has
been allocated. Additionally, each quarterly statement summarizes the current
premium allocation in effect for such Policy.
 
    ACCUMULATION UNITS -- Net Premiums allocated to the Sub-Accounts are used to
credit accumulation units to such Sub-Accounts.
 
    The number of accumulation units in each Sub-Account to be credited to a
policy (including the initial allocation to the Hartford Money Market
Sub-Account) and the amount to be credited to the Fixed Account will be
determined, first, by multiplying the Net Premium by the appropriate allocation
percentage in order to determine the portion of Net Premiums or transferred
Account Value to be invested in the Fixed Account or the Sub-Account. Each
portion of the Net Premium or transferred Account Value to be invested in a
Sub-Account is then divided by the accumulation unit value in a particular
Sub-Account next computed following its receipt. The resulting figure is the
number of accumulation units to be credited to each Sub-Account.
 
    ACCUMULATION UNIT VALUES -- The accumulation unit value for each Sub-Account
will vary to reflect the investment experience of the applicable Fund and will
be determined on each Valuation Day by multiplying the accumulation unit value
of the particular Sub-Account on the preceding Valuation Day by the net
investment factor for that Sub-Account for the Valuation Period then ended. The
net investment factor for each of the Sub-Accounts is equal to the net asset
value per share of the corresponding Fund at the end of the Valuation Period
(plus the per share amount of any dividend or capital gain distributions paid by
that Fund in the Valuation Period then ended) divided by
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   13
- --------------------------------------------------------------------------------
 
the net asset value per share of the corresponding Fund at the beginning of the
Valuation Period.
 
    All valuations in connection with a policy, e.g., with respect to
determining Account Value, in connection with policy loans, or in calculation of
death benefits, or with respect to determining the number of accumulation units
to be credited to a policy with each premium payment other than the initial
premium payment will be made on the date the request or payment is received by
us at the National Service Center, provided such date is a Valuation Day;
otherwise such determination will be made on the next succeeding date which is a
Valuation Day.
 
    ACCOUNT VALUES -- Each policy will have an Account Value. There is no
minimum guaranteed Account Value.
 
    The Account Value of a policy changes on a daily basis and will be computed
on each Valuation Day. The Account Value will vary to reflect the investment
experience of the Sub-Accounts, the interest credited to the Fixed Account and
the Loan Account, and the Monthly Deduction Amounts, Net Premiums paid, and any
withdrawals taken.
 
    A policy's Account Value is related to the net asset value of the Funds
associated with the Sub-Accounts, if any, to which Net Premiums on the policy
have been allocated. The Account Value in the Sub-Accounts on any Valuation Day
is calculated by, first, multiplying the number of accumulation units in each
Sub-Account as of the Valuation Day by the then current value of the
accumulation units in that Sub-Account and then totaling the result for all of
the Sub-Accounts. A policy's Account Value equals the policy's value in all of
the Sub-Accounts, the Fixed Account, and the Loan Account. A policy's Cash Value
is equal to the Account Value less any applicable surrender charges. A policy's
Cash Surrender Value, which is the net amount available upon surrender of the
policy, is the Cash Value less any Indebtedness. See "Accumulation Unit Values,"
above.
 
    We will pay death proceeds, Cash Surrender Values, partial withdrawals, and
loan amounts allocable to the Sub-Accounts within seven days after we receive
all the information needed to process the payment, unless the New York Stock
Exchange is closed for other than a regular holiday or weekend, trading is
restricted by the Commission or the Commission declares that an emergency
exists.
 
                               DEATH BENEFITS AND
                                 POLICY VALUES
 
    DEATH BENEFIT -- Your policy provides for the payment of the death proceeds
to the named beneficiary upon receipt of due proof of the death of the last
surviving insured. Your policy will be effective on the Policy Date only after
we receive all outstanding delivery requirements and the initial premium
payment. You must notify us in writing as soon as possible after the death of
either insured. The death proceeds payable to the beneficiary equal the death
benefit less any Indebtedness and less any due and unpaid Monthly Deduction
Amount occurring during a grace period. The death benefit depends on the death
benefit option you select, the minimum death benefit provision, and whether or
not the Death Benefit Guarantee is in effect.
 
    DEATH BENEFIT OPTIONS -- There are three death benefit options: the Level
Death Benefit Option ("Option A"), the Return of Account Value Death Benefit
Option ("Option B") and the Return of Premium Death Benefit Option ("Option C").
Subject to the minimum death benefit described below, the death benefit under
each option is as follows:
 
1.  Under Option A, the current Face Amount.
 
2.  Under Option B, the current Face Amount plus the Account Value on the date
    we receive due proof of the last surviving insured's death.
 
3.  Under Option C, the current Face Amount plus the lesser of: (a) the sum of
    the premiums paid; or (b) $2.5 million.
 
    DEATH BENEFIT OPTION CHANGES -- You may change your death benefit option.
You must notify us of the change in writing. You may change Option C or Option B
to Option A. If you do, the Face Amount will become that amount available as a
death benefit immediately prior to the option change. You may change Option A to
Option B. If you do, the Face Amount will become that amount available as a
death benefit immediately prior to the option change, reduced by the
then-current Account Value. Any resulting decrease in the Face Amount may be
subject to a partial surrender charge.
 
    SETTLEMENT OPTIONS -- Proceeds under your policy may be paid in a lump sum
or may be applied to one of our four settlement options. The minimum amount that
may be placed under a settlement option is $5,000 (unless we consent to a lesser
amount), subject to our then-current rules. Once payments under the Second
Option, the Third Option or the Fourth Option begin, no surrender may be made
for a lump sum settlement in lieu of the life insurance payments. The following
payment options are available to you or your beneficiary. If a payment option is
not selected, proceeds will be paid in a lump sum. Your beneficiary may choose a
settlement.
 
FIRST OPTION -- Interest Income
 
    Payments of interest at the rate we declare (but not less than 3 1/2% per
year) on the amount applied under this option.
 
SECOND OPTION -- Income of Fixed Amount
 
    Equal payments of the amount chosen until the amount applied under this
option (with interest of not less
<PAGE>
14                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
than 3 1/2% per year) is exhausted. The final payment will be for the balance
remaining.
 
THIRD OPTION -- Payments for a Fixed Period
 
    An amount payable monthly for the number of years selected, which may be
from one to 30 years.
 
FOURTH OPTION -- Life Income
 
  Life Annuity -- An annuity payable monthly during the lifetime of the
  annuitant and terminating with the last monthly payment due preceding the
  death of the annuitant.
 
  Life Annuity with 120 Monthly Payments Certain -- An annuity providing monthly
  income to the annuitant for a fixed period of 120 months and for as long
  thereafter as the annuitant shall live.
 
    The policy provides for guaranteed dollar amounts of monthly payments for
each $1,000 applied under the four payment options. Under the Fourth Option, the
amount of each payment will depend upon the age of the Annuitant at the time the
first payment is due. If any periodic payment due any payee is less than $200,
we may make payments less often.
 
    The table for the Fourth Option is based on the 1983a Individual Annuity
Mortality Table, set back one year and with a net investment rate of 3.5% per
annum. The tables for the First, Second and Third Options are based on a net
investment rate of 3.5% per annum. We may, however, from time to time, at our
discretion if mortality appears more favorable and interest rates justify, apply
other tables which will result in higher monthly payments for each $1,000
applied under one or more of the four payment options.
 
    Other arrangements for income payments may be agreed upon.
 
    MINIMUM DEATH BENEFIT -- Your policy has a minimum death benefit. We will
automatically increase the death benefit so that it will never be less than the
Account Value multiplied by the minimum death benefit percentage for the then
current year. This percentage varies according to the policy year and each
insured's issue age, sex (where unisex rates are not used) and insurance class.
 
EXAMPLES OF MINIMUM DEATH BENEFIT:
 
<TABLE>
<CAPTION>
                                             A           B
                                         ----------  ----------
<S>                                      <C>         <C>
Face Amount............................  $  100,000  $  100,000
Account Value..........................      46,500      34,000
Specified Percentage...................        250%        250%
Death Benefit Option...................       Level       Level
</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 Indebtedness, constitutes the death proceeds payable 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%).
 
    UNSCHEDULED INCREASES AND DECREASES IN FACE AMOUNT -- At any time after the
first policy year, you may request in writing to change the Face Amount. The
minimum amount by which the Face Amount can be increased or decreased is based
on our rules then in effect.
 
    We reserve the right to limit the number of increases or decreases made
under a policy to no more than one in any 12 month period.
 
    All requests to increase the Face Amount must be applied for on a new
application and accompanied by your policy. All requests will be subject to
evidence of insurability satisfactory to us. Any increase approved by us will be
effective on the Monthly Activity Date shown on the new policy specifications
page, provided that the Monthly Deduction Amount for the first month after the
effective date of the increase is made. Each unscheduled increase in Face Amount
is subject to an increase fee of 1/12 of $1 per $1,000 of each increase per
month for the first twelve months from the effective date of each increase. This
amount will not be less than 1/12 of $500 but not greater than 1/12 of $3,000.
 
    A decrease in the Face Amount will be effective on the Monthly Activity Date
following the date we receive your request in writing. The remaining Face Amount
must not be less than that specified in our minimum rules then in effect. If
during the surrender charge period, you decrease your Face Amount to an amount
lower than it has ever been, a partial surrender charge will be assessed.
 
    The surrender charge assessed will be:
 
(a) the surrender charge applicable to the then current policy year, if any;
    multiplied by
 
(b) the percentage described below.
 
    The percentage will be determined by:
 
 (i) subtracting the new Face Amount from the lowest previous Face Amount; and
 
 (ii) dividing that difference by the lowest previous Face Amount.
 
    The surrender charge assessed will be deducted from your Account Value on
the Monthly Activity Date on which the decrease becomes effective. We will also
reduce the surrender charges applicable to future policy years and provide you a
revised schedule of surrender charges.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   15
- --------------------------------------------------------------------------------
 
    BENEFITS AT MATURITY -- The scheduled maturity date is the last date on
which you may elect to make premium payments. Unless you elect to continue the
policy beyond this date, the policy will terminate and any Cash Surrender Value
will be paid to you.
 
    If elected, the policy may continue in force after the scheduled maturity
date if (a) the policy was in force on the scheduled maturity date; and (b) the
owner of the policy (including any assignee of record) agrees in writing to this
continuation.
 
    At the scheduled maturity date:
 
- - the death benefit will be reduced to the Account Value;
 
- - the Account Value, if any, will continue to fluctuate with investment
  performance
 
- - any loans will continue to accrue interest and become part of Indebtedness
 
- - no future Monthly Deduction Amounts will be deducted
- - no further premium payments will be accepted.
 
    All additional benefits provided by rider will deem to have terminated at
the scheduled maturity date.
 
    Otherwise, the policy will terminate on the scheduled maturity date.
 
    CHARGES AND CONTRACT VALUES -- Your contract values decrease due to the
deduction of policy charges. Contract values may increase or decrease depending
on investment performance; investment expenses and fees reduce the investment
performance of the Sub-Accounts. Fluctuations in your account value may have an
effect on your death benefit. If you contract lapses, the contract terminates
and no death benefit will be paid.
 
                            MAKING WITHDRAWALS FROM
                                  YOUR POLICY
 
    SURRENDER -- Provided your policy has a Cash Surrender Value, you may
surrender your policy to us. In such case you may be subject to a surrender
charge, see "Surrender Charge." We will pay you the Cash Surrender Value. Our
liability under the policy will cease as of the date of your request for
surrender, or the date you request to have your policy surrendered, if later.
 
    WITHDRAWALS -- One withdrawal is allowed per calendar month. Withdrawals may
be subject to a surrender charge, see "Surrender Charge." You may request a
withdrawal in writing. The minimum withdrawal allowed is $500. The maximum
partial withdrawal is the Cash Surrender Value, minus $1,000. If the death
benefit option then in effect is Option A or Option C, the Face Amount will be
reduced by the amount of any partial withdrawal. Unless specified, the
withdrawal will be deducted on a pro rata basis from the Fixed Account and the
Sub-Accounts. You may be assessed a charge of up to $10 for each partial
withdrawal.
 
    RIGHT TO EXAMINE A POLICY -- 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.
 
                                     LOANS
 
    AVAILABILITY OF LOANS -- At any time while the policy is in force, you may
borrow against the policy by assigning it as sole security to us. Any new loan
taken together with any existing Indebtedness may not exceed the Cash Surrender
Value on the date we grant a loan. The minimum loan amount that we will allow is
$500.
 
    Unless you specify otherwise, all loan amounts will be transferred on a pro
rata basis from the Fixed Account and each of the Sub-Accounts to the Loan
Account.
 
    If total Indebtedness equals or exceeds the Cash Value on any Monthly
Activity Date, the policy will then go into default. See "Lapse and
Reinstatement."
 
    PREFERRED INDEBTEDNESS -- If, at any time after the tenth (10th) policy
anniversary, your Account Value exceeds the total of all premiums paid since
issue, a portion of your Indebtedness may qualify as preferred. Preferred
Indebtedness is charged a lower interest rate than non-preferred Indebtedness,
if any. The maximum amount of preferred Indebtedness is the amount by which the
Account Value exceeds the total premiums paid and is determined on each Monthly
Activity Date.
 
    LOAN REPAYMENTS -- You can repay all or any part of a loan at any time while
your policy is in force and either of the insureds' is alive. The amount of your
policy loan repayment will be deducted from the Loan Account. It will be
allocated among the Fixed Account and Sub-Accounts in the same percentage as
premiums are allocated.
 
    EFFECT OF LOANS ON ACCOUNT VALUE -- A loan, whether or not repaid, will have
a permanent effect on your Account Value. This effect occurs because the
investment results of each Sub-Account will apply only to the amount remaining
<PAGE>
16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
in such Sub-Accounts. In addition, the rate of interest credited to the Fixed
Account will usually be different than the rate credited to the Loan Account.
The longer a loan is outstanding, the greater the effect on your Account Value
is likely to be. Such effect could be favorable or unfavorable. If the Fixed
Account and the Sub-Accounts earn more than the annual interest rate for funds
held in the Loan Account, your Account Value will not increase as rapidly as it
would have had no loan been made. If the Fixed Account and 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. Additionally, if not repaid, the
aggregate amount of the outstanding Indebtedness will reduce the death proceeds
and the Cash Surrender Value otherwise payable.
 
    CREDITED INTEREST -- Any amounts in the Loan Account will be credited with
interest at an annual rate of 3.5%.
 
    INTEREST CHARGED ON INDEBTEDNESS -- Interest will accrue daily on the
Indebtedness at the policy loan rate. Because the interest charged on
Indebtedness may exceed the rate credited to the Loan Account, the Indebtedness
may grow faster than the Loan Account. If this happens, any difference between
the value of the Loan Account and the Indebtedness will be transferred on each
Monthly Activity Date from the Fixed Account and Sub-Accounts to the Loan
Account on a pro rata basis.
 
    POLICY LOAN RATES -- The table below shows the interest rates we will charge
on your Indebtedness.
 
<TABLE>
<CAPTION>
                                               INTEREST RATE
  DURING POLICY           PORTION OF              CHARGED
      YEARS              INDEBTEDNESS        EQUALS 3.5% PLUS:
- ------------------  ----------------------  --------------------
<S>                 <C>                     <C>
       1-10                  All                     2%
   11 and later           Preferred                  0%
                        Non-Preferred                1%
</TABLE>
 
                            LAPSE AND REINSTATEMENT
 
    During the first policy year, the policy will go into default on any Monthly
Activity Date on which the Account Value less Indebtedness is not sufficient to
cover the Monthly Deduction Amount.
 
    During the second policy year, the policy will go into default on any
Monthly Activity Date on which the Account Value less Indebtedness less 1/2 of
the surrender charge for the second policy year is not sufficient to cover the
Monthly Deduction Amount.
 
    During the third policy year and thereafter, the policy will go into default
on any Monthly Activity Date if the Cash Surrender Value is not sufficient to
cover the Monthly Deduction Amount.
 
    If the policy goes into default, we will send you a lapse notice warning you
that the policy is in danger of terminating. That lapse notice will tell you the
minimum premium required to keep the policy from terminating. This minimum
premium equals the amount to pay three Monthly Deduction Amounts as of the day
the policy grace period began. That notice will be mailed both to you on the
first day the policy goes into default, at your last know address, and to any
assignee of record.
 
    GRACE PERIOD -- We will keep your policy in force for the 61 day period
following the date your policy goes into default. We call that period the policy
Grace Period. However, if we have not received the required premiums (specified
in your lapse notice) by the end of the policy Grace Period, the policy will
terminate unless the Death Benefit Guarantee is in effect. If the last surviving
insured dies during the Grace Period, we will pay the death benefit.
 
    DEATH BENEFIT GUARANTEE -- The policy will remain in force at the end of the
Policy Grace Period as long as the Death Benefit Guarantee is available, as
described below.
 
    The Death Benefit Guarantee is available so long as:
 
(a) the Policy is in the Death Benefit Guarantee Period; and
 
(b) on each Monthly Activity Date during that period, the cumulative premiums
    paid into the Policy, less Indebtedness and less withdrawals from the
    policy, equal or exceed an amount known as the Cumulative Death Benefit
    Guarantee Premium.
 
    The Death Benefit Guarantee Period is determined at issue, based on each
insured's age, sex and risk classification. Some states may limit the maximum
length of the Death Benefit Guarantee Period. The Cumulative Death Benefit
Guarantee Premium is the premium required to maintain the Death Benefit
Guarantee.
 
    If the Death Benefit Guarantee is available and you fail to pay the required
premium as defined in your lapse notice by the end of the policy grace period,
the Death Benefit Guarantee will then go into effect. The policy will remain in
force, however:
 
(a) all riders will terminate;
 
(b) the Death Benefit Option becomes Level;
 
(c) The Face Amount will be reduced to the Death Benefit Guarantee Amount; and
 
(d) Any future scheduled Increases in the Face Amount will be canceled.
 
    The Death Benefit Guarantee Amount is the amount selected by you at the time
you apply for the policy. It is the death benefit while the Death Benefit
Guarantee is in effect.
 
    As long as the Policy remains in default and the Death Benefit Guarantee is
available, the Death Benefit Guarantee will remain in effect on each subsequent
Monthly Activity Dates. You may be required to make premium payments to
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   17
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keep the Death Benefit Guarantee available, as described above.
 
    If during the Death Benefit Guarantee Period, the Face Amount is decreased
below the current Death Benefit Guarantee Amount, the Death Benefit Guarantee
Amount will become the new Face Amount. A new monthly Death Benefit Guarantee
Premium will be calculated. We will send you a notice of the new Monthly Death
Benefit Guarantee Premium, which will be used in calculating the Cumulative
Death Benefit Guarantee Premium in subsequent months.
 
    DEATH BENEFIT GUARANTEE GRACE PERIOD -- If, on each Monthly Activity Date
during the Death Benefit Guarantee Period, the cumulative premiums paid into the
policy, less Indebtedness and less withdrawals from the policy, do not equal or
exceed the Cumulative Death Benefit Guarantee Premium on that date, a Death
Benefit Guarantee Grace Period of 61 days will begin. We will mail to you and
any assignee a notice. That notice will warn you that you are in danger of
losing the Death Benefit Guarantee and will tell you the amount of premium you
need to pay to continue the Death Benefit Guarantee.
 
    The Death Benefit Guarantee will be removed from the policy if the required
premium is not paid by the end of the Death Benefit Guarantee Grace Period. You
will receive a written notification of the change and the Death Benefit
Guarantee will never again be available or in effect on the policy. If the Death
Benefit Guarantee was in effect, the policy will terminate at the end of the
Death Benefit Guarantee Grace Period.
 
    REINSTATEMENT -- Unless the policy has been surrendered for its Cash
Surrender Value, the policy may be reinstated prior to the maturity date,
provided:
 
(a) the insureds alive at the end of the grace period are also alive on the date
    of reinstatement;
 
(b) You make your request in writing within five years from the date the policy
    lapsed;
 
(c) Your submit to us satisfactory evidence of insurability;
 
(d) any policy Indebtedness is repaid or carried over to the reinstated policy;
    and
 
(e) You pay sufficient premium to (1) cover all Monthly Deduction Amounts that
    are due and unpaid during the Grace Period and (2) keep your policy in force
    for three months after the date of reinstatement.
 
    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 will be based on the duration from the original policy
date as though the policy had never lapsed.
 
                                     TAXES
 
                                    GENERAL
 
    SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE POLICY OWNER INVOLVED AND THE TYPE OF PLAN UNDER
WHICH THE POLICY IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE, OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A POLICY DESCRIBED
HEREIN.
 
    It should be understood that any detailed description of the federal income
tax consequences regarding the purchase of these Policies cannot be made in this
Prospectus and that special tax rules may be applicable with respect to certain
purchase situations not discussed herein. In addition, no attempt is made here
to consider any applicable state or other tax laws. For detailed information, a
qualified tax adviser should always be consulted. This discussion of federal tax
considerations is based upon Hartford's understanding of existing federal income
tax laws as they are currently interpreted.
 
                              TAXATION OF HARTFORD
                            AND THE SEPARATE ACCOUNT
 
    The Separate Account is taxed as a part of the Hartford which is taxed as a
life insurance company under Subchapter L of the Code. Accordingly, the Separate
Account will not be taxed as a "regulated investment company" under Subchapter M
of the Code. Investment income and realized capital gains on the assets of the
Separate Account (the underlying Funds) are reinvested and are taken into
account in determining the value of the Accumulation Units. (See "Accumulation
Unit Values.") 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.
<PAGE>
18                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                  INCOME TAXATION OF POLICY BENEFITS-GENERALLY
 
    For federal income tax purposes, the Policies should be treated as life
insurance policies under Section 7702 of the Code. The death benefit under a
life insurance policy is generally excluded from the gross income of the
Beneficiary. Also, a life insurance policy owner is generally not taxed on
increments in the policy 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.
    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 life insurance policy will meet the Section 7702
definition of a life insurance contract. Hartford also believes that any loan
received under a Policy will be treated as Indebtedness of the Policy Owner
provided the Policy is not a Modified Endowment Contract, and that no part of
any loan under a Policy will constitute income to the Policy Owner. A surrender
or assignment of the Policy may have tax consequences depending upon the
circumstances. Policy Owners should consult a qualified tax adviser concerning
the effect of such changes.
 
    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 Last Survivor Exchange Option Rider permits, under limited
circumstances, a Policy to be split into two individual policies on the life of
each of the Insureds. A Policy split may have adverse tax consequences. It is
not clear whether a Policy split will be treated as a nontaxable exchange or
transfer under the Code. Unless a Policy split is so treated, among other
things, the split or transfer will result in the recognition of taxable income
on the gain in the Policy. In addition, it is not clear whether, in all
circumstances, the individual policies that result from a Policy split would be
treated as life insurance policies under Section 7702 of the Code or would be
classified as modified endowment contracts. The Policy Owner should consult a
qualified tax adviser regarding the possible adverse tax consequences of a
Policy split.
 
    The Maturity Date Extension Provision allows a Policy Owner to extend the
Scheduled Maturity Date to the date of the death of the last surviving insured.
If the Scheduled Maturity Date of the Policy is extended, Hartford believes 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.
 
                          DIVERSIFICATION REQUIREMENTS
 
    Section 817 of the Code provides that a variable life insurance contract
(other than a pension plan policy) will not be treated as a life insurance
contract for any period during which the investments made by the separate
account or underlying fund are not adequately diversified in accordance with
regulations prescribed by the Treasury Department. If a Policy is not treated as
a life insurance contract, the Policy Owner will be subject to income tax on the
annual increases in cash value.
 
    The Treasury Department has issued diversification regulations which
generally require, among other things, that no more than 55% of the value of the
total assets of the segregated asset account underlying a variable contract is
represented by any one investment, no more than 70% is represented by any two
investments, no more than 80% is represented by any three investments, and no
more than 90% is represented by any four investments. In determining whether the
diversification standards are met, all securities of the same issuer, all
interests in the same real property project, and all interests in the same
commodity are each treated as a single investment. In addition, in the case of
government securities, each government agency or instrumentality shall be
treated as a separate issuer.
 
    A separate account must be in compliance with the diversification standards
on the last day of each calendar quarter or within 30 days after the quarter
ends. If an insurance company inadvertently fails to meet the diversification
requirements, the company may comply within a reasonable period and avoid the
taxation of policy income on an ongoing basis. However, either the company or
the Policy Owner must agree to pay the tax due for the period during which the
diversification requirements were not met.
 
    Hartford monitors the diversification of investments in the separate
accounts and tests for diversification as required by the Code. Hartford intends
to administer all contracts subject to the diversification requirements in a
manner that will maintain adequate diversification.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   19
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                           OWNERSHIP OF THE ASSETS IN
                              THE SEPARATE ACCOUNT
 
    In certain circumstances, variable life insurance contract owners may be
considered the owners, for federal income tax purposes, of the assets of a
segregated asset account, such as the Separate Account, used to support their
contracts. In those circumstances, income and gains from the segregated asset
account would be includible in the contract owners' gross income. The Internal
Revenue Service (the "IRS") has stated in published rulings that a variable
contract owner will be considered the owner of the assets of a segregated asset
account if the owner possesses certain incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. In addition,
the Treasury Department announced, in connection with the issuance of
regulations concerning investment diversification, that those 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." This announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyholders may direct their
investments to particular sub-accounts [of a segregated asset account] without
being treated as owners of the underlying assets." As of the date of this
Prospectus, no such guidance has been issued.
 
    The ownership rights under the contract are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of the assets of a segregated
asset account. For example, a Policy Owner of this Policy has the choice of more
investment options to which to allocate premium payments and Separate Account
Values, and may be able to transfer among investment options more frequently,
than in such rulings. These differences could result in the Owner being treated
as the owner of a portion of the assets of the Separate Account. In addition,
Hartford does not know what standards will be set forth in the regulations or
rulings that the Treasury Department has stated it expects to issue. Hartford
therefore reserves the right to modify the contract as necessary to attempt to
prevent Policy Owners from being considered the owners of the assets of the
Separate Account. However, there is no assurance that such efforts would be
successful.
 
                    TAX DEFERRAL DURING ACCUMULATION PERIOD
 
    Under existing provisions of the Code, except as described below, any
increase in a Policy Owner's contract value is generally not taxable to the
Policy Owner unless amounts are received (or are deemed to be received) under
the contract prior to the Insured's death. If there is a total withdrawal from
the contract, then the surrender value will be includible in the Policy Owner's
income to the extent that the amount received exceeds the "investment in the
contract." (If there is any debt at the time of a total withdrawal, then such
debt will be treated as an amount distributed to the Policy Owner.) The
"investment in the contract" is the aggregate amount of premium payments and
other consideration paid for the contract, less the aggregate amount received
under the contract previously to the extent such amounts received were
excludable from gross income. Whether partial withdrawals (or such other amounts
deemed to be distributed) from the contract constitute income to the Policy
Owner depends, in part, upon whether the contract is considered a modified
endowment contract for federal income tax purposes.
 
                          MODIFIED ENDOWMENT CONTRACTS
 
    Code Section 7702A applies an additional test, the "seven-pay" test, to life
insurance contracts. 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 described in Section 7702A(c). A modified
endowment contract ("MEC") is a life insurance policy that either: (i) satisfies
the Section 7702 definition of life insurance, but fails the seven-pay test of
Section 7702A or (ii) is exchanged for a MEC. A policy fails the seven-pay test
if the accumulated amount paid into the Policy at any time during the first
seven Policy Years exceeds the sum of the net level premiums that would have
been paid up to that point if the Policy provided for paid-up future benefits
after the payment of seven level annual premiums. Computational rules for the
seven-pay test are described in Section 7702A(c).
 
    If the Policy satisfies the seven-pay test at issuance, distributions,
withdrawals and loans made thereafter will not be subject to the MEC rules,
unless the Policy is changed materially. The seven-pay test will be applied anew
at any time the Policy undergoes a material change, which includes an increase
in the Face Amount. In addition, if there is a reduction in benefits under the
Policy, all previous seven-pay test periods need to be retested as if the Policy
had initially been issued at the reduced benefit level. Any reduction in
benefits attributable to the nonpayment of premiums will not be taken into
account for purposes of the seven-pay test if the benefits are reinstated within
90 days after the reduction.
 
    A policy that is classified as a MEC 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, if the Policy is classified as a MEC, then withdrawals from
the Policy will be considered first as distribution of income and then as a
recovery of premium payments. Thus, distributions will be includible in income
to the extent the contract value exceeds the investment in the contract. The
amount of any loan (including unpaid
<PAGE>
20                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
interest thereon) under the policy will be treated as a distribution from the
contract for tax purposes. In addition, if the Policy Owner assigns or pledges
any portion of the value of a contract (or agrees to assign or pledge any
portion), then such portion will be treated as a withdrawal from the contract
for tax purposes. Taxable withdrawals are subject to an additional 10% tax, with
certain exceptions. The Policy Owner's investment in the contract is increased
by the amount includible in income with respect to such assignment, pledge, or
loan, though it is not affected by any other aspect of the assignment, pledge,
or loan (including its release or repayment).
    Generally, only distributions and loans made in the first year in which a
Policy becomes a MEC, and in subsequent years, are taxable. However,
distributions and loans made in the two years prior to a policy's failing the
seven-pay test are deemed to be in anticipation of failure and are subject to
tax.
 
    Before assigning, pledging, or requesting a distribution under a contract
that is a MEC, a Policy Owner should consult a qualified tax adviser.
 
    All MEC policies that are issued within any calendar year to the same policy
owner by one company or its affiliates are treated as one MEC policy for the
purpose of determining the taxable portion of any distribution.
 
    Hartford has instituted procedures to monitor whether a Policy may become
classified as a MEC after issue.
 
                      ESTATE AND GENERATION SKIPPING TAXES
 
    When the last surviving 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. The Policy would not be
includible in the last surviving Insured's estate if he or she neither retained
incidents of ownership at death nor had given up ownership within three years
before death.
 
    The federal estate tax is integrated with the federal gift tax under a
unified rate schedule and unified credit which shelters up to $625,000 (1998)
from the estate and gift tax. The Taxpayer Relief Act of 1997 gradually raises
the credit over the next eight years to $1,000,000. In addition, an unlimited
marital deduction may be available for federal estate and gift tax purposes. The
unlimited marital deduction permits the deferral of taxes until the death of the
surviving spouse.
    If the Policy Owner (whether or not he or she is an Insured) transfers
ownership of the Policy to someone two or more generations younger, the transfer
may be subject to the generation skipping transfer tax, the taxable amount being
the value of the Policy. The generation-skipping transfer tax provisions
generally apply to transfers which would be subject to the gift and estate tax
rules. Individuals are generally allowed an aggregate generation skipping
transfer exemption of $1 million. Because these rules are complex, the Policy
Owner should consult with a qualified tax adviser for specific information if
ownership is passing to younger generations.
 
                        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 qualified 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   21
- --------------------------------------------------------------------------------
 
insurance purchasers that are U.S. citizens or residents. Purchasers that are
not U.S. citizens or residents will generally be subject to U.S. federal income
tax and withholding on taxable distributions from life insurance policies at a
30% rate, unless a lower treaty rate applies. In addition, purchasers may be
subject to state and/or municipal taxes and taxes that may be imposed by the
purchaser's country of citizenship or residence. Prospective purchasers are
advised to consult with a qualified tax adviser regarding U.S., state, and
foreign taxation with respect to a life insurance policy purchase.
 
                               LEGAL PROCEEDINGS
 
    There are no pending material legal proceedings to which the Separate
Account is a party.
 
                                 OTHER MATTERS
 
    YEAR 2000 -- The Year 2000 issue relates to the ability or inability of
computer systems 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 computer systems that are in use today were
developed years ago when a year was identified using a two-digit field rather
than a four-digit field. As information and data containing or related to the
century date are introduced to computer hardware, software and other systems,
date sensitive systems may recognize the year 2000 as 1900, or not at all, which
may result in computer systems processing information incorrectly. This, in
turn, may significantly and adversely affect the integrity and reliability of
information databases 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 and others,
may also adversely affect any given company.
 
    As an insurance and financial services company, Hartford has thousands of
individuals and business customers that have purchased or invested in insurance
policies, annuities, mutual funds and other financial products. Nearly all of
these policies and products contain date sensitive data, such as policy
expiration dates, birth dates, premium payment dates and the like. In addition,
Hartford has business relationships with numerous third parties that affect
virtually all aspects of its business, including, without limitation, suppliers,
computer hardware and software vendors, insurance agents and brokers, securities
broker-dealers and other distributors of financial products.
 
    Beginning in 1990, Hartford began working on the making its computer systems
Year 2000 ready, either by installing new programs or by replacing systems. In
January 1998, Hartford commenced a company-wide program to further identify,
assess and remediate the impact of Year 2000 problems in all of Hartford's
business segments. Hartford currently anticipates that this internal program
will be substantially completed by the end of 1998, and testing of computer
systems will continue through 1999.
 
    In addition, as part of its Year 2000 program, Hartford is identifying third
parties with which it has significant business relations in order to attempt to
assess any potential impact on Hartford as a result of such third-party Year
2000 issues and remediation plans. Hartford currently anticipates that it will
substantially complete this evaluation by the end of 1998, and will conduct
systems testing with certain third parties through 1999. 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 successfully address their Year 2000
issues. Hartford will continue to assess Year 2000 risk exposures related to its
own operations and its third party relationships and is in the process of
developing contingency plans.
 
    The costs of addressing the Year 2000 issue that have been incurred through
the six months ended June 30, 1998 have not been material to Hartford's
financial condition or results of operations. Hartford will continue to incur
costs related to its Year 2000 efforts and does not anticipate that the costs to
be incurred will be material to its financial condition or results of
operations.
 
                              FINANCIAL STATEMENTS
 
    [To be filed by amendment]
<PAGE>
22                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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                           GLOSSARY OF SPECIAL TERMS
 
ACCOUNT VALUE: the total of all amounts in the Fixed Account, Loan Account and
Sub-Accounts.
 
CASH SURRENDER VALUE: the Cash Value less all Indebtedness.
 
CASH VALUE: the Account Value less any applicable Surrender Charges.
 
DEATH BENEFIT GUARANTEE AMOUNT: a benefit amount selected by you at the time you
apply for the policy. This is the death benefit that will apply to your policy
while the Death Benefit Guarantee is in effect.
 
FACE AMOUNT: an amount we use to determine the Death Benefit. On the policy
date, the Face Amount equals the initial Face Amount shown in your policy.
Thereafter, it may change under the terms of the policy.
 
FIXED ACCOUNT: part of our general account to which all or a portion of the
Account Value may be allocated.
 
FUNDS: the registered open-end management companies in which assets of the
Separate Account may be invested.
 
INDEBTEDNESS: all loans taken on the policy, plus any interest due or accrued
minus any loan repayments.
 
LOAN ACCOUNT: an account established for any amounts transferred from the Fixed
Account and Sub-Accounts as a result of loans. The amounts in the Loan Account
are credited with interest and are not subject to the investment experience of
any Sub-Accounts.
 
MONTHLY ACTIVITY DATE: the policy date and the same date in each succeeding
month as the policy date. However, whenever the Monthly Activity Date falls on a
date other than a Valuation Day, the Monthly Activity Date will be deemed to be
the next Valuation Day.
 
NET PREMIUM: the amount of premium credited to Account Value. It is premium paid
minus the sales load and premium tax charge.
 
SEPARATE ACCOUNT: an account which has been established by us to separate the
assets funding the variable benefits for the class of contracts to which the
policy belongs from our other assets.
 
SUB-ACCOUNT: the subdivisions of the Separate Account.
 
SURRENDER CHARGE: a charge that may be assessed if you surrender your policy or
the Face Amount is decreased.
 
VALUATION DAY: the date on which a Sub-Account is valued. This occurs every day
the New York Stock Exchange is open for trading.
 
WE, US, OUR: Hartford Life and Annuity Insurance Company.
 
YOU, YOUR: the owner of the policy.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   23
- --------------------------------------------------------------------------------
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
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. You should
read the Statement of Additional Information because you are bound by the terms
contained in it.
 
    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 are also available to the public at the SEC's web
site at http://www.sec.gov.
<PAGE>
                                       PART B
                                          
                                    STATEMENT OF
                               ADDITIONAL INFORMATION


                               SEPARATE ACCOUNT VL II
                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY



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:
Date of Statement of Additional Information: 

<PAGE>

                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                      Page
 <S>                                                                  <C>
 General Information and History
 Services
 Distribution of the Contracts
 Additional Information About Charges
 Financial Statements
 Performance Data

</TABLE>

<PAGE>

                           GENERAL INFORMATION AND HISTORY

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY  ("HARTFORD") is a stock life 
insurance company engaged in the business of writing life insurance and 
annuities in all states except New York.  Hartford is located in Simsbury, 
Connecticut, but its mailing address is P.O. Box 2999, Hartford, CT 
06104-2999. Hartford was incorporated on January 9, 1956 under the laws of 
Wisconsin, and subsequently redomiciled to Connecticut. On January 1, 1998, 
Hartford's name changed from ITT Hartford Life and Annuity Insurance Company 
to Hartford Life and Annuity Insurance Company.

Hartford Life and Annuity Insurance Company is controlled by Hartford Life 
Insurance Company, which is controlled by Hartford Life & Accident Insurance 
Company, which is controlled by Hartford Life Inc., which is controlled by 
Hartford Accident & Indemnity Company, which is controlled by Hartford Fire 
Insurance Company, which is controlled by Nutmeg Insurance Company, which is 
controlled by The Hartford Financial Services Group, Inc.  Each of these 
companies is engaged in the business of insurance and financial services.

SEPARATE ACCOUNT VL II  was established as a separate account under 
Connecticut law on September 30, 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  Title to the assets of the Separate Account is held by 
Hartford.  The assets are kept physically segregated and are held separate 
and apart from Hartford's general corporate assets.  Records are maintained 
of all purchases and redemptions of Fund shares held in each of the 
Sub-Accounts.

INDEPENDENT PUBLIC ACCOUNTANTS  The audited financial statements 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.  Reference is made to the report on the 
statutory financial statements of Hartford Life and Annuity Insurance Company 
(formerly ITT Hartford Life and Annuity Insurance Company) which states the 
statutory financial statements are presented in accordance with statutory 
accounting practices prescribed or permitted by the National Association of 
Insurance Commissioners and the State of Connecticut Insurance Department, 
and are not presented in accordance with generally accepted accounting 
principles. The principal business address of Arthur Andersen LLP is One 
Financial Plaza, Hartford, Connecticut 06103.  

                             DISTRIBUTION OF CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as principal 
underwriter for the policies and is located at the same address as Hartford. 
HSD is controlled by Hartford.  HSD offers the policies on a continous basis. 

<PAGE>

The policies will be sold by salespersons of HSD, who represent Hartford as 
insurance agents and who are registered representatives of broker-dealers who 
have entered into distribution agreements with HSD.

HSD is registered with the Securities and Exchange Commission under the 
Securities Exchange Act of 1934 as a broker-dealer and is a member of the 
National Association of Securities Dealers, Inc. ("NASD").

                        ADDITIONAL INFORMATION ABOUT CHARGES

SALES LOAD  The maximum sales load under the policy is 6% of premium.

REDUCED CHARGES FOR ELIGIBLE GROUPS  Certain of the charges and deductions 
described above may be reduced for policies issued in connection with a 
specific plan, in accordance with our rules in effect as of the date the 
application for a policy is approved. To qualify for such a reduction, a plan 
must satisfy certain criteria, E.G., as to size of the plan, expected number 
of participants and anticipated premium payment from the plan. Generally, the 
sales contacts and effort, administrative costs and mortality cost per policy 
vary, based on such factors as the size of the plan, the purposes for which 
policies are purchased and certain characteristics of the plan's members. The 
amount of reduction and the criteria for qualification will be reflected in 
the reduced sales effort and administrative costs resulting from, and the 
different mortality experience expected as a result of, sales to qualifying 
plans. We may modify, from time to time on a uniform basis, both the amounts 
of reductions and the criteria for qualification. Reductions in these charges 
will not be unfairly discriminatory against any person, including the 
affected policy owners invested in Separate Account VL II.

UNDERWRITING PROCEDURES To purchase a policy you must submit an application 
to us. Within limits, you may choose the initial Face Amount. Policies 
generally will be issued only on the lives of insureds between the ages of 20 
and 85 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 rates will be determined on each policy anniversary based 
on our future expectations of such factors as mortality, expenses, interest, 
persistency and taxes. For preferred and standard risks, the cost of 
insurance rate will not exceed those based on the 1980 Commissioners' 
Standard Ordinary Mortality Table (ALB), Male or Female, Nonsmoker or Smoker 
Table, age last birthday (unisex rates may be required in some states). A 
table of guaranteed cost of insurance rates per $1,000 will be included in 
your policy, however, we reserve the right to use rates less than those shown 
in the table. Special risk classes are used when mortality experience in 
excess of the standard risk classes is expected. These substandard risks will 
be charged a higher 

<PAGE>

cost of insurance rate that will not exceed rates based on a multiple of 1980 
Commissioners' Standard Ordinary Mortality Table (ALB), Male or Female, 
Nonsmoker or Smoker Table, age last birthday (unisex rates may be required in 
some states) plus any flat extra amount assessed. The multiple will be based 
on the insured's substandard rating.

INCREASES IN FACE AMOUNT  At any time after the first policy year, you may 
request in writing to change the Face Amount.  The minimum amount by which 
the Face Amount can be increased is based on our rules then in effect. 

We reserve the right to limit the number of increases or decreases made under 
a policy to no more than one in any 12 month period.

All requests to increase the Face Amount must be applied for on a new 
application and accompanied by your policy. All requests will be subject to 
evidence of insurability satisfactory to us. Any increase approved by us will 
be effective on the Monthly Activity Date shown on the new policy 
specifications page, provided that the Monthly Deduction Amount for the first 
month after the effective date of the increase is made. Each unscheduled 
increase in Face Amount is subject to an increase fee of 1/12 of $1 per 
$1,000 of each increase per month for the first twelve months from the 
effective date of each increase.  This amount will not be less than 1/12 of 
$500 but not greater than 1/12 of $3,000.

                                FINANCIAL STATEMENTS

[To be filed by amendment]

                                 PERFORMANCE DATA

[To be filed by amendment]

<PAGE>

                                       PART C
                                          
                                 OTHER INFORMATION

Item 27.  Exhibits

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

     (b)       Not Applicable.

     (c)       Principal Underwriting Agreement.(1)

     (d)       Form of Flexible Premium Variable Life Insurance Policy.

     (e)       Form of Application for Flexible Premium Variable Life Insurance
               Policies.
    
     (f)       Certificate of Incorporation of Hartford(2) and Bylaws of 
               Hartford(1).

     (g)       Reinsurance Contracts to be filed by Amendment.

     (h)       Form of Participation Agreements to be filed by Amendment.

     (i)       Not Applicable.

     (j)       Not Applicable.

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

     (l)       Not Applicable.

     (m)       Not Applicable.

     (n)       Consent of Arthur Andersen LLP, Independent Public Accountants 
               to be filed by Amendment.

     (o)       No financial statement will be omitted.

     (p)       Not Applicable.

- ---------------------------------------
(1)  Incorporated by reference to Post-Effective Amendment No. 1 to the 
     Registration Statement on Form S-6, File No. 33-89990, of Hartford Life
     Insurance Company filed with the Securities and Exchange Commission on 
     May 1, 1996.
(2)  Incorporated by reference to Post-Effective Amendment No. 2 to the
     Registration Statement on Form S-6, File No. 33-89990, of Hartford Life
     Insurance Company filed with the Securities and Exchange Comission on 
     April 16, 1997.

<PAGE>

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

Item 28.  Officers and Directors.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
  NAME, AGE                                    POSITION WITH HARTFORD
- ------------------------------------------------------------------------------------------------------------------
  <S>                                          <C>
  Wendell J. Bossen                            Vice President
- ------------------------------------------------------------------------------------------------------------------
  Gregory A. Boyko                             Senior Vice President, Chief Financial Officer, and Treasurer,
                                               Director*
- ------------------------------------------------------------------------------------------------------------------
  Peter W. Cummins                             Senior Vice President
- ------------------------------------------------------------------------------------------------------------------
  Ann M. deRaismes                             Senior Vice President
- ------------------------------------------------------------------------------------------------------------------
  James R. Dooley                              Vice President
- ------------------------------------------------------------------------------------------------------------------
  Timothy M. Fitch                             Vice President
- ------------------------------------------------------------------------------------------------------------------
  David T. Foy                                 Vice President
- ------------------------------------------------------------------------------------------------------------------
  J. Richard Garrett                           Vice President and Assistant Treasurer
- ------------------------------------------------------------------------------------------------------------------
  Donald J. Gillette                           Vice President
- ------------------------------------------------------------------------------------------------------------------
  John P. Ginnetti                             Executive Vice President
- ------------------------------------------------------------------------------------------------------------------
  William A. Godfrey, III                      Senior Vice President
- ------------------------------------------------------------------------------------------------------------------
  Lynda Godkin                                 Senior Vice President, General Counsel, and Corporate Secretary,
                                               Director*
- ------------------------------------------------------------------------------------------------------------------
  Lois W. Grady                                Senior Vice President     
- ------------------------------------------------------------------------------------------------------------------
  Christopher Graham                           Vice President
- ------------------------------------------------------------------------------------------------------------------
  Mark E. Hunt                                 Vice President
- ------------------------------------------------------------------------------------------------------------------
  Stephen T. Joyce                             Vice President
- ------------------------------------------------------------------------------------------------------------------
  Michael D. Keeler                            Vice President
- ------------------------------------------------------------------------------------------------------------------
  Robert A. Kerzner                            Senior Vice President
- ------------------------------------------------------------------------------------------------------------------
  David N. Levenson                            Vice President
- ------------------------------------------------------------------------------------------------------------------
  William B. Malchodi, Jr.                     Vice President and Director of Taxes
- ------------------------------------------------------------------------------------------------------------------
  Thomas M. Marra                              Executive Vice President and Director, Individual Life and
                                               Annuity Division, Director*
- ------------------------------------------------------------------------------------------------------------------
  Steven L. Matthiesen                         Vice President
- ------------------------------------------------------------------------------------------------------------------
  Michael C. O'Halloran                        Vice President
- ------------------------------------------------------------------------------------------------------------------
  Daniel E. O'Sullivan                         Vice President
- ------------------------------------------------------------------------------------------------------------------
  Craig D. Raymond                             Senior Vice President and Chief Actuary
- ------------------------------------------------------------------------------------------------------------------
  David T. Schrandt                            Vice President
- ------------------------------------------------------------------------------------------------------------------
  Lowndes A. Smith                             President and Chief Executive Officer, Director*
- ------------------------------------------------------------------------------------------------------------------
  Raymond P. Welnicki                          Senior Vice President
- ------------------------------------------------------------------------------------------------------------------
  Walter C. Welsh                              Senior Vice President
- ------------------------------------------------------------------------------------------------------------------
  Lizabeth H. Zlatkus                          Senior Vice President
- ------------------------------------------------------------------------------------------------------------------
  David M. Znamierowski                        Senior Vice President, Director*
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

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

*Denotes date of election to Board of Directors.

<PAGE>

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

               Filed herewith as Exhibit 29.

Item 30:  Indemnification

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

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

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

               Notwithstanding the fact that Connecticut law obligates the 
               Registrant to indemnify a only a director that was successful 
               on the merits in a suit, under Article VIII, Section 1 of the 
               Registrant's bylaws, the Registrant must indemnify both 
               directors and officers of the Registrant for (1) any claims 
               and liabilities to which they become subject by reason of 
               being or having been a directors or officers of the company 
               and legal and (2) other expenses incurred in defending against 
               such claims, in each case, to the extent such is consistent 
               with statutory provisions.
                 
               Additionally, the directors and officers of Hartford and 
               Hartford Securities Distribution Company, Inc. ("HSD") are 
               covered under a directors and officers liability insurance 
               policy issued to The Hartford Financial Services Group, Inc. 
               and its subsidiaries.  Such policy will reimburse the 
               Registrant for any 

<PAGE>

               payments that it shall make to directors and officers pursuant 
               to law and will, subject to certain exclusions contained in 
               the policy, further pay any other costs, charges and expenses 
               and settlements and judgments arising from any proceeding 
               involving any director or officer of the Registrant in his 
               past or present capacity as such, and for which he may be 
               liable, except as to any liabilities arising from acts that 
               are deemed to be uninsurable.

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

Item 31.       Principal Underwriters

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

<TABLE>
                    <S>                               <C>
                    Hartford Life Insurance Company - Separate Account One
                    Hartford Life Insurance Company - Separate Account Two 
                    Hartford Life Insurance Company - Separate Account Two (DC Variable Account I)
                    Hartford Life Insurance Company - Separate Account Two (DC Variable Account II)
                    Hartford Life Insurance Company - Separate Account Two (QP Variable Account)
                    Hartford Life Insurance Company - Separate Account Two (Variable Account "A")
                    Hartford Life Insurance Company - Separate Account Two (NQ Variable Account)
                    Hartford Life Insurance Company - Putnam Capital Manager Trust Separate
                     Account 
                    Hartford Life Insurance Company - Separate Account Three
                    Hartford Life Insurance Company - Separate Account Five
                    Hartford Life and Annuity Insurance Company - Separate Account One
                    Hartford Life and Annuity Insurance Company - Putnam Capital Manager
                      Trust Separate Account Two
</TABLE>

<PAGE>

<TABLE>
                    <S>                               <C>
                    Hartford Life and Annuity Insurance Company - Separate Account Three
                    Hartford Life and Annuity Insurance Company - Separate Account Five 
                    Hartford Life and Annuity Insurance Company - Separate Account Six
                    American Maturity Life Insurance Company - Separate Account AMLVA
</TABLE>
                    
                    (b)  Directors and Officers of HSD

<TABLE>
<CAPTION>
                    Name and Principal                Positions and Offices
                     Business Address                   With Underwriter
                    ------------------                ----------------------
                    <S>                      <C>
                    Lowndes A. Smith         President and Chief Executive Officer, Director
                    John P. Ginnetti         Executive Vice President, Director
                    Thomas M. Marra          Executive Vice President, Director
                    Peter W. Cummins         Senior Vice President
                    Lynda Godkin             Senior Vice President, General Counsel and 
                                             Corporate Secretary
                    Donald E. Waggaman, Jr.  Treasurer
                    George R. Jay            Controller
</TABLE>

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

Item 32.       Location of Accounts and Records

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

Item 33.       Management Services

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

Item 34.   Representation of Reasonableness of Fees

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

<PAGE>

                                     SIGNATURES
                                     ----------

As required by the Securities Act of 1933 and the Investment Company Act of 
1940, the Registrant has caused this Registration Statement to be signed on 
its behalf, in the Town of Simsbury, and State of Connecticut, on the 16th 
day of November, 1998.

                              HARTFORD LIFE AND ANNUITY INSURANCE
                              COMPANY - SEPARATE ACCOUNT VL II (Registrant)
                         
                              By:   /s/  Thomas M. Marra
                                    ------------------------------------------
                                    Thomas M. Marra, Executive Vice President 
                                    & Director
                       
                              HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 
                              (Depositor)

                              By:   /s/  Thomas M. Marra
                                    ------------------------------------------
                                    Thomas M. Marra, Executive Vice President 
                                    & Director

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons and in the capacities and 
on the dates indicated.

Gregory A. Boyko, Senior Vice President, 
   Director *                                      
Lynda Godkin, Senior Vice President
   General Counsel and Corporate Secretary,       *By:  /s/ Marianne O'Doherty
   Director *                                           ----------------------
Thomas M. Marra, Executive Vice                         Marianne O'Doherty
   President, Director *                                Attorney-in-Fact 
Lowndes A. Smith, President,                 
   Chief Executive Officer,  Director *            Dated: November 16, 1998
David M. Znamierowski, Senior Vice President,
   Director *

<PAGE>

                                   EXHIBIT INDEX
                                          
                                          

1.1              Form of Flexible Premium Variable Life Insurance Policy.

1.2              Form of Application for Flexible Premium Variable Life 
                 Insurance Policies.

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

1.4              Organizational Chart.


<PAGE>

                                                              EXHIBIT 1.1


                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                         HARTFORD, CONNECTICUT  06104-2999
                            (A STOCK INSURANCE COMPANY)
                                  (THE "COMPANY")
                                          
                          NATIONAL SERVICE CENTER ADDRESS:
                                   P.O. BOX 59179
                           MINNEAPOLIS, MINNESOTA  55459

Will pay the Death Proceeds to the Beneficiary, upon receipt at Our National
Service Center in Minneapolis, Minnesota, of due proof of the Last Surviving
Insured's death while the Policy was in force. You must notify Us In Writing and
give Us due proof of the first death of the Insureds as soon as possible after
the death.

Signed for the Company

/s/ Lynda Godkin                     /s/ Lowndes A. Smith
- --------------------------              ---------------------------------
Lynda Godkin, Secretary                 Lowndes A. Smith, President



READ YOUR POLICY CAREFULLY
This is a legal contract between You and Us

                        RIGHT TO EXAMINE POLICY

WE WANT YOU TO BE SATISFIED WITH THE POLICY YOU HAVE PURCHASED.  WE URGE YOU 
TO EXAMINE IT CLOSELY.  IF, FOR ANY REASON YOU ARE NOT SATISFIED, YOU MAY 
DELIVER OR MAIL THE POLICY TO US OR TO THE AGENT FROM WHOM IT WAS PURCHASED 
ANYTIME 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.  IN SUCH AN 
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 TO THE AGENT FROM WHOM IT WAS PURCHASED; AND, II) 
ANY DEDUCTIONS UNDER THE POLICY OR CHARGES ASSOCIATED WITH THE SEPARATE 
ACCOUNT.

CASH SURRENDER VALUE PAYABLE ON THE SCHEDULED MATURITY DATE, UNLESS EXTENDED BY
                             ELECTION OF OWNER
            DEATH PROCEEDS PAYABLE AT DEATH OF LAST SURVIVING INSURED
                              ADJUSTABLE DEATH BENEFIT
                       PREMIUMS PAYABLE AS SHOWN ON PAGE 3
                                 NON-PARTICIPATING

THE PORTIONS OF THE ACCOUNT VALUES PROVIDED BY THIS CONTRACT THAT ARE IN THE
SUB-ACCOUNTS ARE BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT.  THEY
ARE VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.  THE AMOUNT OF THE
DEATH BENEFIT MAY BE FIXED OR VARIABLE DEPENDING ON THE INVESTMENT EXPERIENCE OF
THAT SEPARATE ACCOUNT.  THE DEATH BENEFIT GUARANTEE AMOUNT IS A DEATH BENEFIT
GUARANTEE SUBJECT TO THE CONDITIONS DESCRIBED ON PAGE 14.

                              LAST SURVIVOR FLEXIBLE PREMIUM
                              VARIABLE LIFE INSURANCE POLICY


                                                                   [LOGO]
                                                              HARTFORD LIFE

LA-1151(98)                                                 PRINTED IN U.S.A.


<PAGE>


                                 TABLE OF CONTENTS

                                                              PAGE
     
     Policy Specifications                                      3
     
     Definitions                                                5
     
     Death Benefit                                              7
     
     Increases and Decreases in Face Amount                     8
     
     Premiums                                                   9
     
     Valuation Provisions                                      10
     
     Account Value, Cash Value
          and Cash Surrender Value                             11
     
     Transfers                                                 12
     
     Monthly Deduction Amount                                  12
     
     Lapse and Policy Grace Period                             13
     
     Reinstatement                                             15
     
     Policy Loans                                              15
     
     Withdrawals                                               16
     
     Surrenders                                                17
     
     Payments By Us                                            17
     
     Taxation                                                  17
     
     The Contract                                              17
     
     Ownership and Beneficiary                                 19
     
     Termination and Maturity Date                             20
     
     Income Settlement Options                                 21
     
     Any Riders follow page                                    22


                                       Page 2

LA-1151(98)                                         PRINTED IN U.S.A.

<PAGE>


                               POLICY SPECIFICATIONS

- ------------------------------------------------------------------------------
                              BASE POLICY INFORMATION
- ------------------------------------------------------------------------------

POLICY:                                 LAST SURVIVOR FLEXIBLE 
                                        PREMIUM VARIABLE LIFE

POLICY NUMBER:                          VL00001
FIRST INSURED:                          JOHN DOE
ISSUE AGE/SEX:                          35, MALE
INSURANCE CLASS:                        PREFERRED/NON-NICOTINE
SECOND INSURED:                         MARY DOE
ISSUE AGE/SEX:                          35, FEMALE
INSURANCE CLASS:                        PREFERRED/NON-NICOTINE

OWNER:                                  JOHN DOE
BENEFICIARY:                            JANE DOE

INITIAL PLANNED PREMIUM:                $10,000.00
PAYMENT FREQUENCY:                      ANNUAL

INITIAL FACE AMOUNT:                    $1,000,000
DEATH BENEFIT OPTION:                   A (LEVEL OPTION)
DEATH BENEFIT OPTION C LIMIT:           NOT APPLICABLE

DEATH BENEFIT GUARANTEE AMOUNT:         $1,000,000
DEATH BENEFIT GUARANTEE PERIOD:         JANUARY 1, 1999 - DECEMBER 31, 2029
MONTHLY DEATH BENEFIT 
GUARANTEE PREMIUM:                      $617.23

POLICY DATE:                            JANUARY 1, 1999
DATE OF ISSUE:                          JANUARY 1, 1999
SCHEDULED MATURITY DATE:                JANUARY 1, 2064*

ANNUAL FIXED ACCOUNT 
MINIMUM CREDITED RATE:                       3.5%
SEPARATE ACCOUNT:                            [VARIABLE LIFE TWO]
INITIAL PREMIUM ALLOCATION:                  [HARTFORD MONEY MARKET FUND]

*    IT IS POSSIBLE THAT COVERAGE WILL EXPIRE PRIOR TO THE SCHEDULED MATURITY
     DATE SHOWN WHERE PREMIUMS AND INVESTMENT EXPERIENCE ARE INSUFFICIENT TO
     CONTINUE COVERAGE TO SUCH DATE.  COVERAGE MAY ALSO BE AFFECTED BY CHANGES
     IN THE MONTHLY DEDUCTION AMOUNT.


                                       Page 3

1151(3)                                                    PRINTED IN U.S.A.

<PAGE>


                               POLICY SPECIFICATIONS

- ------------------------------------------------------------------------------
                              BASE POLICY INFORMATION
- ------------------------------------------------------------------------------

POLICY:                                 LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE
                                        LIFE

POLICY NUMBER:                          VL00001
FIRST INSURED:                          JOHN DOE
ISSUE AGE:                              35
INSURANCE CLASS:                        PREFERRED/NON-NICOTINE
SECOND INSURED:                         MARY DOE
ISSUE AGE:                              35
INSURANCE CLASS:                        PREFERRED/NON-NICOTINE

OWNER:                                  JOHN DOE
BENEFICIARY:                            JANE DOE

INITIAL PLANNED PREMIUM:                $10,000.00
PAYMENT FREQUENCY:                      ANNUAL

INITIAL FACE AMOUNT:                    $1,000,000
DEATH BENEFIT OPTION:                   A (LEVEL OPTION)
DEATH BENEFIT OPTION C LIMIT:           NOT APPLICABLE

DEATH BENEFIT GUARANTEE AMOUNT:         $1,000,000
DEATH BENEFIT GUARANTEE PERIOD:         JANUARY 1, 1999 - DECEMBER 31, 2029
MONTHLY DEATH BENEFIT 
GUARANTEE PREMIUM:                      $650.49

POLICY DATE:                            JANUARY 1, 1999
DATE OF ISSUE:                          JANUARY 1, 1999
SCHEDULED MATURITY DATE:                JANUARY 1, 2064*

ANNUAL FIXED ACCOUNT 
MINIMUM CREDITED RATE:                  3.5%
SEPARATE ACCOUNT:                       [VARIABLE LIFE TWO]
INITIAL PREMIUM ALLOCATION:             [HARTFORD MONEY MARKET FUND]


*    IT IS POSSIBLE THAT COVERAGE WILL EXPIRE PRIOR TO THE SCHEDULED MATURITY
     DATE SHOWN WHERE PREMIUMS AND INVESTMENT EXPERIENCE ARE INSUFFICIENT TO
     CONTINUE COVERAGE TO SUCH DATE.  COVERAGE MAY ALSO BE AFFECTED BY CHANGES
     IN THE MONTHLY DEDUCTION AMOUNT.


                                       Page 3 (continued)

1151(3)U                                                  PRINTED IN U.S.A.

<PAGE>

POLICY NUMBER:                          VL0000001

                               POLICY SPECIFICATIONS

- ------------------------------------------------------------------------------
                           ADDITIONAL BENEFITS AND RIDERS
- ------------------------------------------------------------------------------

SINGLE LIFE YEARLY RENEWABLE TERM

     DESIGNATED INSURED:                          JOHN DOE
     ISSUE AGE/SEX:                               35/MALE
     INSURANCE CLASS:                             PREFERRED NON-NICOTINE
     RIDER FACE AMOUNT:                           $50,000
     DEATH BENEIT OPTION:                         RETURN OF PREMIUM
     FIRST YEAR MONTHLY TERM INSURANCE CHARGE:    $3.04
     DATE OF ISSUE:                               01/01/1999
     RIDER EFFECTIVE DATE:                        01/01/1999
     TERMINATION DATE:                            01/01/2019

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

SINGLE LIFE YEARLY RENEWABLE TERM

     DESIGNATED INSURED:                          MARY DOE
     ISSUE AGE/SEX:                               35/FEMALE
     INSURANCE CLASS:                             PREFERRED NON-NICOTINE
     RIDER FACE AMOUNT:                           $50,000
     DEATH BENEIT OPTION:                         LEVEL
     FIRST YEAR MONTHLY TERM INSURANCE CHARGE:    $2.81
     DATE OF ISSUE:                               01/01/1999
     RIDER EFFECTIVE DATE:                        01/01/1999
     TERMINATION DATE:                            01/01/2019

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




                                 Page 3 (continued)

1151(3 CONT'D)                                             PRINTED IN U.S.A.

<PAGE>

POLICY NUMBER:                                    VL0000001


                               POLICY SPECIFICATIONS

- ------------------------------------------------------------------------------
                           ADDITIONAL BENEFITS AND RIDERS
- ------------------------------------------------------------------------------

SINGLE LIFE YEARLY RENEWABLE TERM

     DESIGNATED INSURED:                          JOHN DOE
     ISSUE AGE:                                   35
     INSURANCE CLASS:                             PREFERRED NON-NICOTINE
     RIDER FACE AMOUNT:                           $50,000
     DEATH BENEIT OPTION:                         RETURN OF PREMIUM
     FIRST YEAR MONTHLY TERM INSURANCE CHARGE:    $2.81
     DATE OF ISSUE:                               01/01/1999
     RIDER EFFECTIVE DATE:                        01/01/1999
     TERMINATION DATE:                            01/01/2019

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

SINGLE LIFE YEARLY RENEWABLE TERM

     DESIGNATED INSURED:                          MARY DOE
     ISSUE AGE:                                   35
     INSURANCE CLASS:                             PREFERRED NON-NICOTINE
     RIDER FACE AMOUNT:                           $50,000
     DEATH BENEIT OPTION:                         LEVEL
     FIRST YEAR MONTHLY TERM INSURANCE CHARGE:    $2.34
     DATE OF ISSUE:                               01/01/1999
     RIDER EFFECTIVE DATE:                        01/01/1999
     TERMINATION DATE:                            01/01/2019



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

                                 Page 3 (continued)

1151(3U CONT'D)                                       PRINTED IN U.S.A.


<PAGE>


POLICY NUMBER:                                    VL0000001

                               POLICY SPECIFICATIONS
                                          
                                   POLICY CHARGES
                                          
- ------------------------------------------------------------------------------
                          DEDUCTIONS FROM PREMIUM PAYMENTS
- ------------------------------------------------------------------------------
     
     TYPE OF CHARGE                               PERCENT OF PREMIUMS PAID
     --------------                               -------------------------

     MAXIMUM SALES CHARGES:                       
     ----------------------
     ALL POLICY YEARS                             6.00%

     PREMIUM TAX CHARGE: 
     --------------------
     ALL POLICY YEARS                             [1.75%]*

*    THE PREMIUM TAX PERCENTAGE RATE DEPENDS UPON THE RATE ASSESSED BY YOUR
     STATE OR MUNICIPALITY OF RESIDENCE.  IF YOUR STATE OR MUNICIPALITY OF
     RESIDENCE CHANGES AND/OR IF YOUR RESIDENCE STATE OR MUNICIPALITY CHANGES
     ITS PREMIUM TAX RATE, THE PREMIUM TAX RATE WILL CHANGE TO EQUAL THAT NEW
     RATE.

- ------------------------------------------------------------------------------
                       MAXIMUM DEDUCTIONS FROM ACCOUNT VALUE
- ------------------------------------------------------------------------------

     TYPE OF                       POLICY    CHARGE OR
     CHARGE                        YEARS     PERCENT OF VALUE
     ------                        ------    -----------------
     MONTHLY ADMINISTRATIVE        1-5       $30.00 PER MONTH
     CHARGE                        6 +       $10.00 PER MONTH

     MORTALITY AND EXPENSE
     RISK RATES

       ACCUMULATED VALUE           1-10      0.0625% PER MONTH (0.75% PER
       MORTALITY AND EXPENSE                 YEAR) OF THE ACUMULATED VALUE RISK
       RATE                                  IN THE SUB-ACCOUNTS.

                                   11+       0.05% PER MONTH (0.60% PER YEAR)
                                             OF THE ACCUMULATED VALUES IN
                                             THE SUB-ACCOUNTS.

       FACE AMOUNT MORTALITY       1-10      0.192 PER MONTH PER $1,000 OF
       AND EXPENSE RISK RATE PER             INITIAL FACE AMOUNT.
       $1,000
                                   11+       0 

     FACE AMOUNT INCREASE                    0.0833 PER MONTH PER $1,000
     FEE                                     OF UNSCHEDULED INCREASE IN
                                             FACE AMOUNT.
                                             THIS AMOUNT WILL NOT BE LESS
                                             THAN $41.67 PER MONTH BUT WILL
                                             NOT EXCEED $250 PER MONTH.

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


                                   Page 3A
1151(3A)                                               PRINTED IN U.S.A.

<PAGE>

POLICY NUMBER:                     VL0000001

                               POLICY SPECIFICATIONS
                                          
                                   POLICY CHARGES
                                          
- ------------------------------------------------------------------------------
                          DEDUCTIONS FROM PREMIUM PAYMENTS
- ------------------------------------------------------------------------------
     
     TYPE OF CHARGE                PERCENT OF  PREMIUMS PAID
     -------------                 -------------------------

     MAXIMUM SALES CHARGES:        
     ---------------------
     ALL POLICY YEARS              6.00%

     PREMIUM TAX CHARGE: 
     ---------------------
     ALL POLICY YEARS              [1.75%]*

*    THE PREMIUM TAX PERCENTAGE RATE DEPENDS UPON THE RATE ASSESSED BY YOUR
     STATE OR MUNICIPALITY OF RESIDENCE.  IF YOUR STATE OR MUNICIPALITY OF
     RESIDENCE CHANGES AND/OR IF YOUR RESIDENCE STATE OR MUNICIPALITY CHANGES
     ITS PREMIUM TAX RATE, THE PREMIUM TAX RATE WILL CHANGE TO EQUAL THAT NEW
     RATE.

- ------------------------------------------------------------------------------
                       MAXIMUM DEDUCTIONS FROM ACCOUNT VALUE
- ------------------------------------------------------------------------------

     TYPE OF                       POLICY    CHARGE OR
     CHARGE                        YEARS     PERCENT OF VALUE
     -------                       ------    ----------------
     MONTHLY ADMINISTRATIVE        1-5       $30.00 PER MONTH
     CHARGE                        6 +       $10.00 PER MONTH

     MORTALITY AND EXPENSE
     RISK RATES
 
       ACCUMULATED VALUE           1-10      0.0625% PER MONTH (0.75% PER
       MORTALITY AND EXPENSE                 YEAR) OF THE ACUMULATED VALUE
       RISK RATE                             IN THE SUB-ACCOUNTS.

                                   11+       0.05% PER MONTH (0.60% PER YEAR)
                                             OF THE ACCUMULATED VALUES IN
                                             THE SUB-ACCOUNTS.

       FACE AMOUNT MORTALITY       1-10      0.195 PER MONTH PER $1,000 OF
       AND EXPENSE RISK RATE PER             INITIAL FACE AMOUNT.
       $1,000
                                   11+       0 

     FACE AMOUNT INCREASE                    0.0833 PER MONTH PER $1,000
     FEE                                     OF UNSCHEDULED INCREASE IN
                                             FACE AMOUNT.
                                             THIS AMOUNT WILL NOT BE LESS
                                             THAN $41.67 PER MONTH BUT WILL
                                             NOT EXCEED $250 PER MONTH.


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


                             Page 3A
1151(3A)U                                               PRINTED IN U.S.A.

<PAGE>

POLICY NUMBER:                     VL0000001

                               POLICY SPECIFICATIONS
                                   POLICY CHARGES
                                          
- ------------------------------------------------------------------------------
                                  TRANSFER CHARGE
- ------------------------------------------------------------------------------

     ALL POLICY YEARS              $00.00 FOR THE FIRST TRANSFER IN ANY CALENDAR
                                   MONTH.

     ALL POLICY YEARS              $25.00 PER TRANSFER IN EXCESS OF 1 PER
                                   CALENDAR MONTH.

- ------------------------------------------------------------------------------
                                 SURRENDER CHARGES
- ------------------------------------------------------------------------------

          POLICY         SURRENDER      POLICY         SURRENDER
            YEAR         CHARGE         YEAR           CHARGE

          1              $5,884.68       6             $3,362.67
          2               5,884.68       7              2,522.00
          3               5,884.68       8              1,681.34
          4               5,044.01       9                840.67
          5               4,203.34      10+                 0.00

SURRENDER CHARGES WILL BE REDUCED AS THE RESULT OF ANY PRIOR SURRENDER CHARGES
ASSESSED. 





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


                                      Page 3B
1151(3B)                                                    PRINTED IN U.S.A.


<PAGE>


POLICY NUMBER:                 VL0000001

                               POLICY SPECIFICATIONS
                                   POLICY CHARGES
                                          
- ------------------------------------------------------------------------------
                                  TRANSFER CHARGE
- ------------------------------------------------------------------------------

          ALL POLICY YEARS              $00.00 FOR THE FIRST TRANSFER IN ANY
                                         CALENDAR MONTH.
                         
          ALL POLICY YEARS              $25.00 PER TRANSFER IN EXCESS OF 1 PER
                                         CALENDAR MONTH.
                         
- ------------------------------------------------------------------------------
                                 SURRENDER CHARGES
- ------------------------------------------------------------------------------

          POLICY         SURRENDER      POLICY         SURRENDER
            YEAR         CHARGE         YEAR           CHARGE

          1              $6,164.05       6             $3,522.32
          2               6,164.05       7              2,641.74
          3               6,164.05       8               1761.16
          4               5,283.47       9                880.58
          5               4,402.90      10+                 0.00

SURRENDER CHARGES WILL BE REDUCED AS THE RESULT OF ANY PRIOR SURRENDER CHARGES
ASSESSED. 




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

                                      Page 3B
1151(3B)U                                               PRINTED IN U.S.A.

<PAGE>


POLICY NUMBER:           VL0000001

                               POLICY SPECIFICATIONS

- ------------------------------------------------------------------------------
                          SCHEDULED FACE AMOUNT INCREASES
- ------------------------------------------------------------------------------
                                          
         DATE OF INCREASE          SCHEDULED INCREASE AMOUNT
         ----------------          -------------------------
          JANUARY 1, 2000               $75,000
          JANUARY 1, 2001               $75,000
          JANUARY 1, 2002               $75,000
          JANUARY 1, 2003               $75,000





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

                                      Page 3C
1151(3C)                                                PRINTED IN U.S.A.


<PAGE>

POLICY NUMBER:           VL0000001

                               POLICY SPECIFICATIONS

- ------------------------------------------------------------------------------
                     TABLE OF MINIMUM DEATH BENEFIT PERCENTAGES
               AND MONTHLY MAXIMUM COST OF INSURANCE RATES PER $1,000
- ------------------------------------------------------------------------------

           MINIMUM     MAXIMUM COST              MINIMUM      MAXIMUM COST
POLICY  DEATH BENEFIT  OF INSURANCE  POLICY   DEATH BENEFIT    OF INSURANCE
 YEAR    PERCENTAGES      RATE        YEAR     PERCENTAGES        RATE
- ------------------------------------------------------------------------------
   1      250.00         0.0003         34         117.00          0.7182
   2      250.00         0.0007         35         116.00          0.8414
   3      250.00         0.0013         36         115.00          0.9879
   4      250.00         0.0020         37         113.00          1.1653
   5      250.00         0.0028         38         111.00          1.3822
    
   6      250.00         0.0038         39         109.00          1.6447
   7      243.00         0.0051         40         107.00          1.9553
   8      236.00         0.0066         41         105.00          2.3140
   9      229.00         0.0083         42         105.00          2.7198
   10     222.00         0.0103         43         105.00          3.1724
     
   11     215.00         0.0127         44         105.00          3.6760
   12     209.00         0.0155         45         105.00          4.2428
   13     203.00         0.0188         46         105.00          4.8903
   14     197.00         0.0226         47         105.00          5.6355
   15     191.00         0.0271         48         105.00          6.4950
   
   16     185.00         0.0324         49         105.00          7.4696
   17     178.00         0.0388         50         105.00          8.5493
   18     171.00         0.0466         51         105.00          9.7187
   19     164.00         0.0559         52         105.00         10.9650
   20     157.00         0.0669         53         105.00         12.2768
   
   21     150.00         0.0799         54         105.00         13.6477
   22     146.00         0.0949         55         105.00         15.0844
   23     142.00         0.1120         56         105.00         16.5963
   24     138.00         0.1316         57         104.00         18.2119
   25     134.00         0.1548         58         103.00         19.9859
   
   26     130.00         0.1823         59         102.00         22.0472
   27     128.00         0.2156         60         101.00         24.6880
   28     126.00         0.2565         61         100.00         28.4789
   29     124.00         0.3068         62         100.00         34.5196
   30     122.00         0.3671         63         100.00         44.7758
   
   31     120.00         0.4378         64         100.00         61.9954
   32     119.00         0.5194         65         100.00         83.3333
   33     118.00         0.6123

THE MINIMUM DEATH BENEFIT PERCENTAGES ARE DETERMINED TO COMPLY WITH SECTION 
7702 OF THE INTERNAL REVENUE CODE.  THE MAXIMUM COST OF INSURANCE RATES DO 
NOT EXCEED THE COST OF INSURANCE RATES BASED ON THE 1980 COMMISSIONERS 
STANDARD ORDINARY MALE OR FEMALE, SMOKER OR NONSMOKER MORTALITY TABLE, AGE 
LAST BIRTHDAY.  THE MAXIMUM COST OF INSURANCE RATES HAVE BEEN ADJUSTED TO 
REFLECT ANY SPECIAL CLASS RATING.

                                     Page 3D
1151(3D)                                               PRINTED IN U.S.A.

<PAGE>


POLICY NUMBER:           VL0000001

                               POLICY SPECIFICATIONS

- ------------------------------------------------------------------------------
                     TABLE OF MINIMUM DEATH BENEFIT PERCENTAGES
               AND MONTHLY MAXIMUM COST OF INSURANCE RATES PER $1,000
- ------------------------------------------------------------------------------

           MINIMUM     MAXIMUM COST              MINIMUM       MAXIMUM COST
POLICY  DEATH BENEFIT  OF INSURANCE   POLICY   DEATH BENEFIT   OF INSURANCE
 YEAR    PERCENTAGES      RATE         YEAR     PERCENTAGES       RATE
- ------------------------------------------------------------------------------
   1      250.00         0.0003         34         117.00          0.9092
   2      250.00         0.0008         35         116.00          1.0708
   3      250.00         0.0014         36         115.00          1.2703
   4      250.00         0.0022         37         113.00          1.4988
   5      250.00         0.0030         38         111.00          1.7626
   
   6      250.00         0.0041         39         109.00          2.0864
   7      243.00         0.0054         40         107.00          2.4621
   8      236.00         0.0069         41         105.00          2.8870
   9      229.00         0.0088         42         105.00          3.3610
   10     222.00         0.0109         43         105.00          3.8795
   
   11     215.00         0.0135         44         105.00          4.4466
   12     209.00         0.0165         45         105.00          5.0747
   13     203.00         0.0202         46         105.00          5.7796
   14     197.00         0.0244         47         105.00          6.5778
   15     191.00         0.0293         48         105.00          7.4853
   
   16     185.00         0.0353         49         105.00          8.5026
   17     178.00         0.0426         50         105.00          9.6154
   18     171.00         0.0514         51         105.00         10.8026
   19     164.00         0.0622         52         105.00         12.0488
   20     157.00         0.0750         53         105.00         13.3413
   
   21     150.00         0.0904         54         105.00         14.6689
   22     146.00         0.1086         55         105.00         16.0414
   23     142.00         0.1301         56         105.00         17.4720
   24     138.00         0.1550         57         104.00         18.9860
   25     134.00         0.1849         58         103.00         20.6346
   
   26     130.00         0.2208         59         102.00         22.5656
   27     128.00         0.2638         60         101.00         25.0891
   28     126.00         0.3162         61         100.00         28.7688
   29     124.00         0.3801         62         100.00         34.6975
   30     122.00         0.4566         63         100.00         44.8669
   
   31     120.00         0.5462         64         100.00         62.0401
   32     119.00         0.6507         65         100.00         83.3333
   33     118.00         0.7709

THE MINIMUM DEATH BENEFIT PERCENTAGES ARE DETERMINED TO COMPLY WITH SECTION 
7702 OF THE INTERNAL REVENUE CODE.  THE MAXIMUM COST OF INSURANCE RATES DO 
NOT EXCEED THE COST OF INSURANCE RATES BASED ON THE 1980 COMMISSIONERS 
STANDARD ORDINARY SMOKER OR NONSMOKER MORTALITY BLENDED TABLE B, AGE LAST 
BIRTHDAY.  THE MAXIMUM COST OF INSURANCE RATES HAVE BEEN ADJUSTED TO REFLECT 
ANY SPECIAL CLASS RATING.

                                      Page 3D
1151(3D)U                                                   PRINTED IN U.S.A.

<PAGE>


POLICY NUMBER:           VL0000001

                               POLICY SPECIFICATIONS
- ------------------------------------------------------------------------------
            SINGLE LIFE YEARLY RENEWABLE TERM LIFE RIDER SPECIFICATIONS
- ------------------------------------------------------------------------------

DESIGNATED INSURED:      JOHN DOE

               TABLE OF SINGLE LIFE YEARLY RENEWABLE TERM LIFE RIDER
                 MONTHLY MAXIMUM RATES (PER $1,000 OF RIDER BENEFIT)

 POLICY   MAXIMUM      POLICY           MAXIMUM
  YEAR     RATE         YEAR             RATE

    1     0.1442         34              2.4933
    2     0.1517         35              2.7483
    3     0.1617         36              3.0367
    4     0.1725         37              3.3658
    5     0.1842         38              3.7458
   
    6     0.1983         39              4.1758
    7     0.2133         40              4.6483
    8     0.2292         41              5.1533
    9     0.2467         42              5.6867
   10     0.2658         43              6.2442
   
   11     0.2875         44              6.8292
   12     0.3108         45              7.4600
   13     0.3358         46              8.1567
   14     0.3633         47              8.9375
   15     0.3933         48              9.8183
   
   16     0.4275         49             10.7950
   17     0.4667         50             11.8483
   18     0.5117         51             12.9542
   19     0.5633         52             14.0983
   20     0.6208         53             15.2633
   
   21     0.6850         54             16.4442
   22     0.7550         55             17.6575
   23     0.8292         56             18.9208
   24     0.9117         57             20.2633
   25     1.0042         58             21.7350
   
   26     1.1075         59             23.4792
   27     1.2225         60             25.8192
   28     1.3550         61             29.3217
   29     1.5050         62             35.0825
   30     1.6717         63             45.0833
   
   31     1.8542         64             62.0958
   32     2.0517         65             83.3333
   33     2.2633
   
THE MAXIMUM RATES DO NOT EXCEED THE COST OF INSURANCE RATES BASED ON THE 1980 
COMMISSIONERS STANDARD ORDINARY MALE/FEMALE SMOKER OR NONSMOKER MORTALITY 
TABLE, AGE LAST BIRTHDAY WITH TEN YEAR SELECT FACTORS.  THE MAXIMUM COST OF 
INSURANCE RATES HAVE BEEN ADJUSTED TO REFLECT ANY SPECIAL CLASS RATING.
                                          
                                      Page 4 
1151(4)                                               PRINTED IN U.S.A.


<PAGE>


POLICY NUMBER:           VL0000001

                               POLICY SPECIFICATIONS
- ------------------------------------------------------------------------------
            SINGLE LIFE YEARLY RENEWABLE TERM LIFE RIDER SPECIFICATIONS
- ------------------------------------------------------------------------------

DESIGNATED INSURED:      MARY DOE

               TABLE OF SINGLE LIFE YEARLY RENEWABLE TERM LIFE RIDER
                 MONTHLY MAXIMUM RATES (PER $1,000 OF RIDER BENEFIT)
   
 POLICY   MAXIMUM       POLICY         MAXIMUM
  YEAR     RATE          YEAR           RATE

    1     0.1258         34              1.5525
    2     0.1342         35              1.6917
    3     0.1442         36              1.8550
    4     0.1550         37              2.0542
    5     0.1667         38              2.2983
    
    6     0.1808         39              2.5908
    7     0.1958         40              2.9275
    8     0.2108         41              3.3033
    9     0.2258         42              3.7100
   10     0.2408         43              4.1458
    
   11     0.2575         44              4.6175
   12     0.2750         45              5.1400
   13     0.2942         46              5.7342
   14     0.3142         47              6.4175
   15     0.3367         48              7.2050
   
   16     0.3617         49              8.0933
   17     0.3892         50              9.0725
   18     0.4208         51             10.1317
   19     0.4558         52             11.2633
   20     0.4917         53             12.4658
   
   21     0.5300         54             13.7400
   22     0.5683         55             15.0958
   23     0.6058         56             16.5442
   24     0.6433         57             18.1183
   25     0.6858         58             19.8775
   
   26     0.7358         59             21.9458
   27     0.7975         60             24.6025
   28     0.8742         61             28.4183
   29     0.9683         62             34.4900
   30     1.0742         63             44.7700
   
   31     1.1883         64             61.9967
   32     1.3067         65             83.3333
   33     1.4275
   
THE MAXIMUM RATES DO NOT EXCEED THE COST OF INSURANCE RATES BASED ON THE 1980 
COMMISSIONERS STANDARD ORDINARY MALE/FEMALE SMOKER OR NONSMOKER MORTALITY 
TABLE, AGE LAST BIRTHDAY WITH TEN YEAR SELECT FACTORS.  THE MAXIMUM COST OF 
INSURANCE RATES HAVE BEEN ADJUSTED TO REFLECT ANY SPECIAL CLASS RATING.
                                          
                                 Page 4 (Continued)
1151(4 CONT'D)                                     PRINTED IN U.S.A.


<PAGE>


POLICY NUMBER:           VL0000001

                               POLICY SPECIFICATIONS
- ------------------------------------------------------------------------------
            SINGLE LIFE YEARLY RENEWABLE TERM LIFE RIDER SPECIFICATIONS
- ------------------------------------------------------------------------------

DESIGNATED INSURED:      JOHN DOE

               TABLE OF SINGLE LIFE YEARLY RENEWABLE TERM LIFE RIDER
                 MONTHLY MAXIMUM RATES (PER $1,000 OF RIDER BENEFIT)
   
   POLICY MAXIMUM        POLICY         MAXIMUM
    YEAR  RATE           YEAR           RATE

    1     0.1400         34              2.2925
    2     0.1483         35              2.5217
    3     0.1575         36              2.7992
    4     0.1692         37              3.0975
    5     0.1808         38              3.4242
   
    6     0.1950         39              3.8183
    7     0.2092         40              4.2542
    8     0.2250         41              4.7217
    9     0.2425         42              5.2183
   10     0.2608         43              5.7367

   11     0.2817         44              6.2833
   12     0.3033         45              6.8758
   13     0.3275         46              7.5333
   14     0.3542         47              8.2733
   15     0.3817         48              9.1117
   
   16     0.4142         49             10.0458
   17     0.4508         50             11.0583
   18     0.4933         51             12.1283
   19     0.5417         52             13.2442
   20     0.5950         53             14.3983
   
   21     0.6533         54             15.5850
   22     0.7167         55             16.8200
   23     0.7850         56             18.1208
   24     0.8575         57             19.5158
   25     0.9392         58             21.0583
   
   26     1.0317         59             22.8975
   27     1.1358         60             25.3433
   28     1.2558         61             28.9575
   29     1.3942         62             34.8292
   30     1.5483         63             44.9450
   
   31     1.7150         64             62.0675
   32     1.8950         65             83.3333
   33     2.0867
   
THE MAXIMUM RATES DO NOT EXCEED THE COST OF INSURANCE RATES BASED ON THE 1980
COMMISSIONERS STANDARD ORDINARY SMOKER OR NONSMOKER MORTALITY BLENDED TABLE B,
AGE LAST BIRTHDAY WITH TEN YEAR SELECT FACTORS.  THE MAXIMUM COST OF INSURANCE
RATES HAVE BEEN ADJUSTED TO REFLECT ANY SPECIAL CLASS RATING.
                                          
                                       Page 4
1151(4U)                                                PRINTED IN U.S.A.

<PAGE>


POLICY NUMBER:           VL0000001

                               POLICY SPECIFICATIONS
            SINGLE LIFE YEARLY RENEWABLE TERM LIFE RIDER SPECIFICATIONS

DESIGNATED INSURED:      MARY DOE

               TABLE OF SINGLE LIFE YEARLY RENEWABLE TERM LIFE RIDER
                 MONTHLY MAXIMUM RATES (PER $1,000 OF RIDER BENEFIT)
   
  POLICY  MAXIMUM      POLICY          MAXIMUM
   YEAR    RATE         YEAR             RATE

    1     0.1400         34              2.2925
    2     0.1483         35              2.5217
    3     0.1575         36              2.7992
    4     0.1692         37              3.0975
    5     0.1808         38              3.4242
   
    6     0.1950         39              3.8183
    7     0.2092         40              4.2542
    8     0.2250         41              4.7217
    9     0.2425         42              5.2183
   10     0.2608         43              5.7367
   
   11     0.2817         44              6.2833
   12     0.3033         45              6.8758
   13     0.3275         46              7.5333
   14     0.3542         47              8.2733
   15     0.3817         48              9.1117
   
   16     0.4142         49             10.0458
   17     0.4508         50             11.0583
   18     0.4933         51             12.1283
   19     0.5417         52             13.2442
   20     0.5950         53             14.3983
   
   21     0.6533         54             15.5850
   22     0.7167         55             16.8200
   23     0.7850         56             18.1208
   24     0.8575         57             19.5158
   25     0.9392         58             21.0583
   
   26     1.0317         59             22.8975
   27     1.1358         60             25.3433
   28     1.2558         61             28.9575
   29     1.3942         62             34.8292
   30     1.5483         63             44.9450
   
   31     1.7150         64             62.0675
   32     1.8950         65             83.3333
   33     2.0867
   
THE MAXIMUM RATES DO NOT EXCEED THE COST OF INSURANCE RATES BASED ON THE 1980 
COMMISSIONERS STANDARD ORDINARY SMOKER OR NONSMOKER MORTALITY BLENDED TABLE 
B, AGE LAST BIRTHDAY WITH TEN YEAR SELECT FACTORS.  THE MAXIMUM COST OF 
INSURANCE RATES HAVE BEEN ADJUSTED TO REFLECT ANY SPECIAL CLASS RATING.
                                          
                                 Page 4 (Continued)
1151(4U CONT'D)                                       PRINTED IN U.S.A.

<PAGE>


DEFINITIONS    The definitions in this section apply to the following words and
               phrases whenever and wherever they appear in the Policy.
               
               ACCOUNT VALUE:  the total of all amounts in the Fixed Account,
               Loan Account and Sub-Accounts.
               
               ACCUMULATION UNIT:  an accounting unit used to calculate the
               value of a Sub-Account.
               
               CASH SURRENDER VALUE:  the Cash Value less all Indebtedness.
               
               CASH VALUE:  the Account Value less any applicable Surrender
               Charges.
               
               COMPANY, WE, US, OUR:  the Company referred to on the first page
               of the Policy.
               
               CUMULATIVE DEATH BENEFIT GUARANTEE PREMIUM:  the premium required
               to maintain the Death Benefit Guarantee.  On the Policy Date, the
               Cumulative Death Benefit Guarantee Premium is the Monthly Death
               Benefit Guarantee Premium shown on Page 3.  On each Monthly
               Activity Date thereafter, the Cumulative Death Benefit Premium
               is: (a) the Cumulative Death Benefit Guarantee Premium on the
               previous Monthly Activity Date; plus (b) the current Monthly
               Death Benefit Guarantee Premium.
               
               DATE OF ISSUE:  the date shown on Page 3 from which Suicide and
               Incontestability provisions are measured.  The date may be
               different from the Policy Date.
               
               DEATH BENEFIT:  on the Policy Date, the Death Benefit equals the
               Face Amount.  Thereafter, it may change in accordance with the
               terms of the Death Benefit Option provision, the Minimum Death
               Benefit provision and the Death Benefit Guarantee provision.
               
               DEATH BENEFIT GUARANTEE AMOUNT:  a benefit amount selected by You
               at the time You apply for this policy.  This is the Death Benefit
               that will apply to Your Policy while the Death Benefit Guarantee
               is in effect.
               
               DEATH BENEFIT OPTION:  the Death Benefit Option in effect
               determines how the Death Benefit is calculated.  The three Death
               Benefit Options provided are described in the Death Benefit
               section.
               
               DEATH PROCEEDS:  the amount which We will pay on the death of the
               Last Surviving Insured.
               
               DOLLAR COST AVERAGING: systematic transfers from one account to
               any other available accounts.
               
               FACE AMOUNT:  an amount We use to determine the Death Benefit. 
               On the Policy Date, the Face Amount equals the Initial Face
               Amount shown on Page 3.  Thereafter, it may change in accordance
               with the terms of the Increases and Decreases in Face Amount
               provision, the Death Benefit Option Changes provision, the Death
               Benefit Guarantee provision and the Withdrawals provision.
               
               FIXED ACCOUNT:  part of the Company's General Account to which
               all or a portion of the Account Value may be allocated.
               
               FUNDS:  the registered open-end management companies in which
               assets of the Separate Account may be invested.
               
                                          
                                       Page 5
1151(5/6)                                                 PRINTED IN U.S.A.


<PAGE>



DEFINITIONS    GENERAL ACCOUNT:  all Company assets other than those allocated
(CONTINUED)    to the separate accounts.

               INDEBTEDNESS:  all loans taken on the Policy, plus any interest
               due or accrued minus any  loan repayments.

               IN WRITING:  in a written form satisfactory to Us.

               ISSUE AGE:  as of the Policy Date, an Insured's age on his/her
               last birthday.

               LAST SURVIVING INSURED:  the Insured who survives after the death
               of one of the Insureds shown on Page 3.  If both Insureds die
               simultaneously, the Last Surviving Insured will be the First
               Insured shown on Page 3.

               LOAN ACCOUNT:  an account established for any amounts transferred
               from the Fixed Account and Sub-Accounts as a result of loans. 
               The amounts in the Loan Account are credited with interest and
               are not subject to the investment experience of any Sub-Accounts.
               
               MONTHLY ACTIVITY DATE:  the Policy Date and the same date in each
               succeeding month as the Policy Date.  However, whenever the
               Monthly Activity Date falls on a date other than a Valuation Day,
               the Monthly Activity Date will be deemed to be the next Valuation
               Day.
               
               NET PREMIUM:  the amount of premium credited to the Account
               Value.  It is the premium paid minus the deductions from premium
               shown on Page 3A.
               
               PLANNED PREMIUM:  the amount that the Owner intends to pay.  The
               Initial Planned Premium is shown on Page 3.
               
               POLICY ANNIVERSARY:  an anniversary of the Policy Date.
               
               POLICY DATE:  the date shown on Page 3 from which Policy
               Anniversaries and Policy Years are determined.  This is the date
               the Policy goes into effect.
               
               POLICY YEARS:  years as measured from the Policy Date.
               
               PRO RATA BASIS:  an allocation method based on the proportion of
               the Account Value in the Fixed Account and each Sub-Account.
               
               SCHEDULED MATURITY DATE:  the date, shown on Page 3, on which the
               Policy will mature, in accordance with the Termination and
               Maturity Date provision.
               
               SEPARATE ACCOUNT:  an account, as specified on Page 3, which has
               been established by Us to separate the assets funding the
               variable benefits for the class of contracts to which the Policy
               belongs from the other assets of the Company.  
               
               SUB-ACCOUNTS:  the subdivisions of the Separate Account.
               
               SURRENDER CHARGE:  a charge that may be assessed if You surrender
               the Policy or the Face Amount is decreased.
               
               VALUATION DAY:  the date on which a Sub-Account is valued.  This
               occurs everyday We are open and the New York Stock Exchange is
               open for trading.
               
               VALUATION PERIOD:  the period of time between the close of
               business on successive Valuation Days.
               
               YOU, YOUR:  the Owner of the Policy.
                                          
                                       Page 6
1151(5/6)                                                PRINTED IN U.S.A.


<PAGE>

DEATH BENEFIT  GENERAL
               Upon receipt of due proof of the Last Surviving Insured's death,
               We will pay the Death Proceeds to the Beneficiary.

               DEATH PROCEEDS
               Death Proceeds equal the Death Benefit described below less
               Indebtedness and less any due and unpaid Monthly Deduction
               Amounts occurring during a Policy Grace Period.
               
               However, if the Last Surviving Insured dies after We receive a
               request In Writing from You to surrender the Policy, the Cash
               Surrender Value will be paid in lieu of the Death Proceeds.
               
               The Death Benefit is the greater of:
               (a)  the Death Benefit provided by the Death Benefit Option 
                    chosen; and
               (b)  the Minimum Death Benefit described below.
               
               NOTIFICATION OF FIRST DEATH OF THE INSUREDS
               You must notify Us In Writing and give Us due proof of the first
               death of the Insureds as soon as possible after the death.
               
               DEATH BENEFIT OPTIONS
               You have three Death Benefit Options.
               1.   Under Option A (Level Option), the Death Benefit is the
                    current Face Amount.
               
               2.   Under Option B (Return of Account Value Option), the Death
                    Benefit is the current Face Amount, plus the Account Value
                    on the date We receive due proof of the Last Surviving
                    Insured's death.
               
               3.   Under Option C (Return of Premium Option), the Death Benefit
                    is the lesser of: (a) the current Face Amount, plus the sum
                    of the premiums paid; or (b) the Death Benefit Option C
                    Limit shown on Page 3.
               
               DEATH BENEFIT OPTION CHANGES
               You may change Your Death Benefit Option, subject to the
               conditions described here.  You must notify Us In Writing of the
               change.  Such change will be effective on the Monthly Activity
               Date following the date We receive the request.
               
               You may change Option C (Return of Premium Option) or Option B
               (Return of Account Value Option) to Option A (Level Option).  If
               You do, the Face Amount will become that amount available as a
               Death Benefit immediately prior to the option change.
               
               You may change Option A (Level Option) to Option B (Return of
               Account Value Option).  If You do, the Face Amount will become
               that amount available as a Death Benefit immediately prior to the
               option change, reduced by the then current Account Value.  Any
               resulting decrease in the Face Amount may be subject to a partial
               Surrender Charge as described in the Decreases in Face Amount
               provision.

               MINIMUM DEATH BENEFIT
               We will automatically increase the Death Benefit so that it will
               never be less than the Account Value multiplied by the Minimum
               Death Benefit Percentage for the then current Policy Year.  The
               Table of Minimum Death Benefit Percentages is shown on Page 3D. 
               This is to qualify the Policy as life insurance under the
               Internal Revenue Code.
               
               
                                       Page 7
1151(7/8)                                                  PRINTED IN U.S.A.
               


<PAGE>

INCREASES AND  GENERAL
DECREASES IN   At any time after the first Policy Year, You may make a request 
FACE AMOUNT    In Writing to change the Face Amount.  The minimum amount by
               which the Face Amount can be increased or decreased is based on
               Our rules then in effect.
               
               We reserve the right to limit You to one increase or decrease in
               any 12 month period.
               
               SCHEDULED INCREASES IN FACE AMOUNT
               We will increase the Face Amount automatically by the amounts
               shown on Page 3C.  These scheduled increases will continue until
               You request to discontinue the increases or until You request to
               decrease the Face Amount of Your Policy.  Decreases in the Face
               Amount as a result of a withdrawal will not affect Your scheduled
               increases.
               
               Scheduled increases in the Face Amount are not subject to the
               Face Amount Increase Fee.
               
               UNSCHEDULED INCREASES IN FACE AMOUNT
               All requests to increase the Face Amount must be applied for on a
               new application and accompanied by the Policy.  All requests will
               be subject to evidence of insurability satisfactory to Us.  Any
               increase approved by Us will be effective on the Monthly Activity
               Date shown on the new policy specifications page, provided that
               the Monthly Deduction Amount for the first month after the
               effective date of the increase is made.  The Face Amount Increase
               Fee as shown on Page 3A is assessed on the first twelve Monthly
               Activity Dates beginning on the effective date of each increase.
               
               DECREASES IN FACE AMOUNT
               A decrease in the Face Amount will be effective on the Monthly
               Activity Date following the date We receive Your request.  The
               remaining Face Amount must not be less than Our minimum rules
               then in effect.  If during the Surrender Charge Period, You
               decrease Your Face Amount to an amount lower than it has ever
               been, a partial Surrender Charge will be assessed.
               
               The Surrender Charge assessed will be:
               (a)  the Surrender Charge applicable to the then current Policy
                    Year, if any; multiplied by
               (b)  the percentage described below.
               
               The percentage will be determined by:
               (i)  subtracting the new Face Amount from the lowest previous
                    Face Amount; and
               (ii) dividing that difference by the lowest previous Face Amount.
               
               The Surrender Charge assessed will be deducted from Your Account
               Value on the Monthly Activity Date on which the decrease becomes
               effective.  We will also reduce the Surrender Charges applicable
               to future Policy Years and provide You a revised schedule of
               Surrender Charges.



                                       Page 8
1151(7/8)                                                    PRINTED IN U.S.A.


<PAGE>


PREMIUMS       GENERAL
               No insurance is effective until We receive premiums sufficient to
               cover the Monthly Deduction Amount on the Policy Date.  After the
               first premium has been paid, subsequent premiums can be paid at
               any time.

               Checks must be made payable to the Company shown on the first
               page of the Policy.
               
               Checks may be sent to either:
               (a)  Us at the address shown on the premium notice; or
               (b)  Our authorized agent in exchange for a receipt signed by Our
                    President or Secretary and countersigned by such agent.
               
               We will apply any amount received under the Policy as a premium
               unless it is clearly marked otherwise.  The premium will be
               applied on the date We receive it at the address shown on the
               premium notice.

               PLANNED PREMIUM PAYMENTS
               We will send You a premium notice for the Planned Premium
               payment.  The notices may be sent at 12, 6, or 3 month intervals.
               The Initial Planned Premium payment and payment frequency You
               selected are shown on Page 3.  You may change the Planned Premium
               payment shown on the premium notices subject to Our premium
               limitations.

               FLEXIBLE PREMIUMS
               After the first premium has been paid, Your subsequent premium
               payments are flexible.  The actual amount and frequency of
               payment will affect the Account Value and could affect the amount
               and duration of insurance provided by the Policy.
               
               You may pay additional premiums at any time prior to the
               Scheduled Maturity Date subject to Our Premium Limitations.
               
               PREMIUM LIMITATIONS
               You may pay premiums at any time prior to the Scheduled Maturity
               Date subject to the following limitations:
               (a)  the minimum premium that We will accept is $50 or the amount
                    required to keep the Policy in force.
               (b)  if premiums are received which would cause the Policy to
                    fail to meet the definition of a life insurance contract in
                    accordance with the Internal Revenue Code, We reserve the
                    right to refund the excess premium payments.  Such refunds
                    and interest thereon will be made within 60 days after the
                    end of a Policy Year.
               (c)  We reserve the right to require evidence of insurability for
                    any premium payment that results in an increase in the Death
                    Benefit greater than the amount of the premium.
               (d)  any premium received in excess of $1,000,000 is subject to
                    Our approval.

               INITIAL PREMIUM ALLOCATION
               The initial Net Premium and any additional Net Premiums received
               by Us prior to the end of the Right to Examine Policy Period will
               be allocated as shown on Page 3 on the later of:
               (a)  the Policy Date; and
               (b)  the date We receive the premium.
               
               The accumulated values of these amounts will then be allocated to
               the Fixed Account and Sub-Accounts according to the premium
               allocation You specified in the application on the later of:
               (a)  at the end of the Right to Examine Policy Period; or
               (b)  the date We receive the final requirement to put the Policy
                    in force.

                                       Page 9
1151(9/10)                                                   PRINTED IN U.S.A.

<PAGE>

PREMIUMS       SUBSEQUENT PREMIUM ALLOCATIONS
(CONTINUED)    You may change how Your premiums are allocated by notifying Us In
               Writing.  Subsequent Net Premiums will be allocated to the Fixed
               Account and Sub-Accounts according to Your most recent
               instructions as long as:
               (a)  the number of Sub-Accounts You choose does not exceed 9; and
               (b)  the percentage You allocate to each Sub-Account is in whole
                    percentages.

               If We receive a premium with a premium allocation instruction
               that does not comply with the above rules, We will allocate the
               Net Premium on a Pro Rata Basis.

VALUATION      SUB-ACCOUNT ACCUMULATION UNITS
PROVISIONS     Amounts allocated to each Sub-Account increase the number of
               Accumulation Units in each Sub-Account.  The number of
               Accumulation Units added to each Sub-Account is determined by
               dividing the amount allocated to the Sub-Account by the dollar
               value of one Accumulation Unit for such Sub-Account.

               Amounts taken from each Sub-Account decrease the number of
               Accumulation Units in each Sub-Account.  The number of
               Accumulation Units subtracted from each Sub-Account is determined
               by dividing the amount taken from the Sub-Account by the dollar
               value of one Accumulation Unit for such Sub-Account.
               
               The number of Your Accumulation Units will not be affected by any
               subsequent change in the value of the units.  The Accumulation
               Unit Values in each Sub-Account may increase or decrease daily as
               described below.
               
               SUB-ACCOUNT ACCUMULATION UNIT VALUE
               The Accumulation Unit Value for each Sub-Account will vary to
               reflect the investment experience of the applicable Fund and will
               be determined on each Valuation Day by multiplying the
               Accumulation Unit Value of the particular Sub-Account on the
               preceding Valuation Day by a Net Investment Factor for that Sub-
               Account for the Valuation Period then ended.  The Net Investment
               Factor for each of the Sub-Accounts is equal to the net asset
               value per share of the corresponding Fund at the end of the
               Valuation Period (plus the per share amount of any dividend or
               capital gain distributions paid by that Fund in the Valuation
               Period then ended) divided by the net asset value per share of
               the corresponding Fund at the beginning of the Valuation Period.

               SUB-ACCOUNT ACCUMULATION UNITS
               If a national stock exchange is closed (except for holidays or
               weekends) or trading is restricted due to an existing emergency
               as defined by the Securities and Exchange Commission so that We
               cannot value the Sub-Accounts, We may postpone all transactions
               which require valuation of the Sub-Accounts until valuation is
               possible.  Any provision of the Policy which specifies a
               Valuation Day will be superseded by the emergency procedure.
               
               FIXED ACCOUNT
               We will credit interest to amounts in the Fixed Account on a
               monthly basis at rates We determine.  The Annual Fixed Account
               Minimum Credited Rate is shown on Page 3.  The interest credited
               will reflect the timing of amounts added to or withdrawn from the
               Fixed Account.


                                          
                                      Page 10
1151(9/10)                                                 PRINTED IN U.S.A.

<PAGE>

ACCOUNT VALUE, ACCOUNT VALUE
  CASH VALUE   Your Account Value on the Policy Date equals the initial Net
  AND CASH     Premium less the Monthly Deduction Amount for the first
  SURRENDER    policy month.
   VALUE
               On each subsequent Monthly Activity Date, Your Account Value
               equals:
               (a)  the sum of Your Accumulated Values in the Fixed Account and
                    Sub-Accounts; plus
               (b)  the value of Your Loan Account, if any; minus,
               (c)  the appropriate Monthly Deduction Amount.
               
               On each Valuation Day (other than a Monthly Activity Date), Your
               Account Value equals:
               (a)  the sum of Your Accumulated Values in the Fixed Account and
                    Sub-Accounts; plus
               (b)  the value of Your Loan Account, if any.

               ACCUMULATED VALUE - FIXED ACCOUNT 
               Your Accumulated Value in the Fixed Account equals: 
               (a)  the Net Premiums allocated to it; plus
               (b)  amounts transferred to it from the Sub-Accounts or the Loan
                    Account; plus
               (c)  interest credited to it; minus
               (d)  amounts transferred out of it to the Sub-Accounts or the
                    Loan Account; minus
               (e)  any transfer charges or Surrender Charges that have been
                    taken from it; minus
               (f)  any Monthly Deduction Amounts taken from it; minus
               (g)  any withdrawals taken from it.

               ACCUMULATED VALUE - SUB-ACCOUNTS
               Your Accumulated Value in any Sub-Account equals:
               (a)  the number of Your Accumulation Units in that Sub-Account on
                    the Valuation Day; multiplied by
               (b)  that Sub-Account's Accumulation Unit Value on the Valuation
                    Day.
               
               The number of Accumulation Units in any Sub-Account is increased
               when:
               (a)  Net Premiums are allocated to it; or
               (b)  amounts are transferred to it from other Sub-Accounts, the
                    Fixed Account or the Loan Account.
               
               The number of Accumulation Units in any Sub-Account is decreased
               when:
               (a)  amounts are transferred out of it to other Sub-Accounts, the
                    Fixed Account or the Loan Account; or
               (b)  any transfer charges or Surrender Charges have been taken
                    from it; or
               (c)  any Monthly Deduction Amounts are taken from it; or
               (d)  any withdrawals are taken from it.
               
               CASH VALUE
               Your Cash Value is equal to the Account Value less any applicable
               Surrender Charges. The Surrender Charges and the Policy Years
               during which they will be applied are shown on Page 3B.

               CASH SURRENDER VALUE
               Your Cash Surrender Value is equal to Your Cash Value minus the
               Indebtedness, if any.


                                      Page 11
1151(11/12)                                                  PRINTED IN U.S.A.


<PAGE>


TRANSFERS      AMOUNT AND FREQUENCY OF TRANSFERS
               Upon request and as long as the Policy is in effect, You may
               transfer amounts among the Fixed Account and Sub-Accounts.
               
               We reserve the right to limit the size of transfers and remaining
               balances, and to limit the number and frequency of transfers.
               
               DOLLAR COST AVERAGING
               From time to time, We may offer and You may enroll in a Dollar
               Cost Averaging program.  Prior to enrollment, You may obtain
               information on the available programs from Us.
               
               You may terminate participation in the program at any time by
               calling or writing Us.  In such an event, any non-transferred
               balances will be allocated to the other accounts according to
               Your instructions.
               
               RESTRICTIONS ON NON- DOLLAR COST AVERAGING TRANSFERS 
               Transfers from the Fixed Account (other than a Dollar Cost
               Averaging transfer) are subject to the following:
               (a)  the transfer must occur during the 30 day period following
                    each Policy Anniversary; and
               (b)  if the Accumulated Value in Your Fixed Account exceeds
                    $1,000, the amount transferred in any Policy Year may be no
                    larger than 25% of the Accumulated Value in the Fixed
                    Account on the date of transfer.
               
               TRANSFER CHARGE
               After a transfer has occurred, the Transfer Charge, as specified
               on Page 3B, if any, will be deducted on a Pro Rata Basis.

  MONTHLY      GENERAL
DEDUCTION      On each Monthly Activity Date, We will deduct an amount from Your
   AMOUNT      Account Value to pay for the benefits provided by the Policy. 
               This amount is called the Monthly Deduction Amount and equals:
               (a)  the Cost of Insurance; plus
               (b)  the Monthly Administrative Charge; plus
               (c)  the Mortality and Expense Risk Charge; plus 
               (d)  the Face Amount Increase Fee, if any; plus
               (e)  the charges for additional benefits provided by rider, if
                    any.

               The Monthly Deduction Amount will be taken on a Pro Rata Basis
               from the Fixed Account and Sub-Accounts on each Monthly Activity
               Date.

               COST OF INSURANCE
               The Cost of Insurance for any Monthly Activity Date is equal to:
               (a)  the Cost of Insurance Rate per $1,000; multiplied by
               (b)  the amount at risk; divided by
               (c)  $1,000.
               
               On any Monthly Activity Date, the amount at risk equals the Death
               Benefit less the Account Value on that date prior to assessing
               the Monthly Deduction Amount.


                                      Page 12
1151(11/12)                                               PRINTED IN U.S.A.

<PAGE>


MONTHLY             COST OF INSURANCE RATE
DEDUCTION           The Cost of Insurance Rate is based on the then current
AMOUNT              Policy Year as well as the sexes, Issue Ages and insurance
(CONTINUED)         classes of the Insureds shown on Page 3. 

                    The Cost of Insurance Rates will not exceed those in the
                    Table of Monthly Maximum Cost of Insurance Rates shown on
                    Page 3D.
                    
                    We can use Cost of Insurance Rates that are lower than the
                    Monthly Maximum Cost of Insurance Rates shown on Page 3D. 
                    Rates will be determined on each Policy Anniversary based on
                    Our future expectations of such factors as mortality,
                    expenses, interest, persistency and taxes.  Any change We
                    make will be on a uniform basis for Insureds of the same
                    Issue Ages, sexes and insurance classes and whose coverage
                    has been in force for the same length of time.  Based on Our
                    administrative rules in effect and upon providing
                    satisfactory evidence to Us, You may change the insurance
                    classes to a more favorable class.  Future Cost of Insurance
                    charges will be based on the more favorable class and all
                    other contract terms and provisions will remain as
                    established at issue.  No change in insurance class or cost
                    will occur on account of deterioration of either Insured's
                    health.
                    
                    MONTHLY ADMINISTRATIVE CHARGE
                    The Monthly Administrative Charge will not exceed the
                    amounts shown on Page 3A.
                    
                    MORTALITY AND EXPENSE RISK CHARGE
                    The Mortality and Expense Risk Charge for any Monthly
                    Activity Date is equal to the sum of (a) and (b) where
                    (a)  equals:
                         (i)    the monthly Accumulated Value Mortality and
                                Expense Risk Rate; multiplied by
                         (ii)   the sum of Your Accumulated Values in the Sub-
                                Accounts on the Monthly Activity Date, prior to
                                assessing the Monthly Deduction Amount. 
                         and
                    (b)  equals:
                         (i)   the monthly Mortality and Expense Risk Rate per
                               $1,000; multiplied by
                         (ii)  the Initial Face Amount; divided by
                         (iii) $1,000.

                    Each month the Mortality and Expense Risk Rates will not
                    exceed those shown on Page 3A.

                    FACE AMOUNT INCREASE FEE
                    The Face Amount Increase Fee will not exceed the amount
                    shown on Page 3A.

LAPSE AND POLICY    POLICY GRACE PERIOD
 GRACE PERIOD       During the first Policy Year, the Policy will go into
                    default on any Monthly Activity Date on which the Account
                    Value less Indebtedness is not sufficient to cover the
                    Monthly Deduction Amount.

                    During the second Policy Year, the Policy will go into
                    default on any Monthly Activity Date on which the Account
                    Value less Indebtedness less 1/2 of the Surrender Charge for
                    the second Policy Year is not sufficient to cover the
                    Monthly Deduction Amount.
                    
                    During the third Policy Year and thereafter, the Policy will
                    go into default on any Monthly Activity Date if the Cash
                    Surrender Value is not sufficient to cover the Monthly
                    Deduction Amount.
                    
                                          
                                      Page 13
1151(13/14)                                                  PRINTED IN U.S.A.


<PAGE>


LAPSE AND POLICY    If the Policy goes into default, We will send You a lapse
GRACE PERIOD        notice warning You that the Policy is in danger of 
(CONTINUED)         terminating.  That lapse notice will tell You the minimum 
                    premium required to keep the Policy from terminating.  
                    This minimum premium equals the amount to pay three Monthly
                    Deduction Amounts as of the day the Policy Grace Period 
                    began. That notice will be mailed both to You on the first
                    day the Policy goes into default, at your last known 
                    address, and to any assignee of record.

                    We will keep the Policy inforce for the 61 day period
                    following the date Your policy goes into default.  We call
                    that period the Policy Grace Period.  However, if We have
                    not received the required premiums (specified in Your lapse
                    notice) by the end of the Policy Grace Period, the Policy
                    will terminate unless the Death Benefit Guarantee is in
                    effect (see the Death Benefit Guarantee provision which
                    follows).
                    
                    If the Last Surviving Insured dies during the Policy Grace
                    Period, We will pay the Death Proceeds.
                    
                    DEATH BENEFIT GUARANTEE
                    The Policy will remain in force at the end of the Policy
                    Grace Period as long as the Death Benefit Guarantee is
                    available, as described below.
                    
                    The Death Benefit Guarantee is available as long as:
                    (a)  the Policy is in the Death Benefit Guarantee Period;
                         and
                    (b)  on each Monthly Activity Date during that period, the
                         cumulative premiums paid into the Policy, less
                         Indebtedness and less withdrawals from the Policy,
                         equal or exceed the Cumulative Death Benefit Guarantee
                         Premium.
                    
                    The Death Benefit Guarantee Period is shown on Page 3.
                    
                    If the Death Benefit Guarantee is available and You fail to
                    pay the required premium as defined in Your lapse notice by
                    the end of the Policy Grace Period, the Death Benefit
                    Guarantee will then go into effect.  The Policy will remain
                    in force, however:
                    (a)  all riders will terminate;
                    (b)  the Death Benefit Option becomes Level;
                    (c)  the Face Amount will be reduced to the Death Benefit 
                         Guarantee Amount; and
                    (d)  any future scheduled Increases in the Face Amount
                         will be canceled.

                    The Death Benefit Guarantee will remain in effect on each
                    subsequent Monthly Activity Date provided:
                    (a)  the Policy remains in default; and
                    (b)  the Death Benefit Guarantee is available.
                    
                    If the Account Value ever should be a negative amount while
                    the Death Benefit Guarantee is in effect, We guarantee that
                    Your Account Value will never be less than zero.
                    
                    If during the Death Benefit Guarantee Period, the Face
                    Amount is decreased below the current Death Benefit
                    Guarantee Amount, the Death Benefit Guarantee Amount will
                    become the new Face Amount.  A new monthly Death Benefit
                    Guarantee Premium will be calculated.  We will send You a
                    notice of the new Monthly Death Benefit Guarantee Premium,
                    which will be used in calculating the Cumulative Death
                    Benefit Guarantee Premium in subsequent months.


                                      Page 14
1151(13/14)                                                    PRINTED IN U.S.A.

<PAGE>

MONTHLY             COST OF INSURANCE RATE
DEDUCTION           The Cost of Insurance Rate is based on the then current
AMOUNT              Policy Year as well as the Issue Ages and insurance classes
(CONTINUED)         of the Insureds shown on Page 3. 

                    The Cost of Insurance Rates will not exceed those in the
                    Table of Monthly Maximum Cost of Insurance Rates shown on
                    Page 3D.
                    
                    We can use Cost of Insurance Rates that are lower than the
                    Monthly Maximum Cost of Insurance Rates shown on Page 3D. 
                    Rates will be determined on each Policy Anniversary based on
                    Our future expectations of such factors as mortality,
                    expenses, interest, persistency and taxes.  Any change We
                    make will be on a uniform basis for Insureds of the same
                    Issue Ages and insurance classes and whose coverage has been
                    in force for the same length of time.  Based on Our
                    administrative rules in effect and upon providing
                    satisfactory evidence to Us, You may change the insurance
                    classes to a more favorable class.  Future Cost of Insurance
                    charges will be based on the more favorable class and all
                    other contract terms and provisions will remain as
                    established at issue.  No change in insurance class or cost
                    will occur on account of deterioration of either Insured's
                    health.
                    
                    MONTHLY ADMINISTRATIVE CHARGE
                    The Monthly Administrative Charge will not exceed the
                    amounts shown on Page 3A.
                    
                    MORTALITY AND EXPENSE RISK CHARGE
                    The Mortality and Expense Risk Charge for any Monthly
                    Activity Date is equal to the sum of (a) and (b) where
                    (a) equals:
                        (i)  the monthly Accumulated Value Mortality and Expense
                             Risk Rate; multiplied by
                        (ii) the sum of Your Accumulated Values in the Sub-
                             Accounts on the Monthly Activity Date, prior 
                             to assessing the  Monthly Deduction Amount. 
                      and
                     (b) equals:
                        (i)  the monthly Mortality and Expense Risk Rate per 
                             $1,000; multiplied by
                        (ii) the Initial Face Amount; divided by
                       (iii) $1,000.

                    Each month the Mortality and Expense Risk Rates will not
                    exceed those shown on Page 3A.
                    
                    FACE AMOUNT INCREASE FEE
                    The Face Amount Increase Fee will not exceed the amount
                    shown on Page 3A.

<PAGE>

LAPSE AND POLICY    POLICY GRACE PERIOD
  GRACE PERIOD      During the first Policy Year, the Policy will go into
                    default on any Monthly Activity Date on which the Account
                    Value less Indebtedness is not sufficient to cover the
                    Monthly Deduction Amount.

                    During the second Policy Year, the Policy will go into
                    default on any Monthly Activity Date on which the Account
                    Value less Indebtedness less 1/2 of the Surrender Charge for
                    the second Policy Year is not sufficient to cover the
                    Monthly Deduction Amount.
                    
                    During the third Policy Year and thereafter, the Policy will
                    go into default on any Monthly Activity Date if the Cash
                    Surrender Value is not sufficient to cover the Monthly
                    Deduction Amount.
                    
                                          
                                      Page 13
1151(13/14)U                                               PRINTED IN U.S.A.

<PAGE>

LAPSE AND POLICY    If the Policy goes into default, We will send You a lapse
GRACE PERIOD        notice warning You that the 
(CONTINUED)         Policy is in danger of terminating.  That lapse notice will
                    tell You the minimum premium 
                    required to keep the Policy from terminating.  This minimum
                    premium equals the amount to pay three Monthly Deduction
                    Amounts as of the day the Policy Grace Period began.  That
                    notice will be mailed both to You on the first day the
                    Policy goes into default, at your last known address, and to
                    any assignee of record.

                    We will keep the Policy inforce for the 61 day period
                    following the date Your policy goes into default.  We call
                    that period the Policy Grace Period.  However, if We have
                    not received the required premiums (specified in Your lapse
                    notice) by the end of the Policy Grace Period, the Policy
                    will terminate unless the Death Benefit Guarantee is in
                    effect (see the Death Benefit Guarantee provision which
                    follows).
                    
                    If the Last Surviving Insured dies during the Policy Grace
                    Period, We will pay the Death Proceeds.
                    
                    DEATH BENEFIT GUARANTEE
                    The Policy will remain in force at the end of the Policy
                    Grace Period as long as the Death Benefit Guarantee is
                    available, as described below.
                    
                    The Death Benefit Guarantee is available as long as:
                    (a)  the Policy is in the Death Benefit Guarantee Period;
                         and
                    (b)  on each Monthly Activity Date during that period, the
                         cumulative premiums paid into the Policy, less
                         Indebtedness and less withdrawals from the Policy,
                         equal or exceed the Cumulative Death Benefit Guarantee
                         Premium.
                    
                    The Death Benefit Guarantee Period is shown on Page 3.
                    
                    If the Death Benefit Guarantee is available and You fail to
                    pay the required premium as defined in Your lapse notice by
                    the end of the Policy Grace Period, the Death Benefit
                    Guarantee will then go into effect.  The Policy will remain
                    in force, however:
                    (a)  all riders will terminate;
                    (b)  the Death Benefit Option becomes Level;
                    (c)  the Face Amount will be reduced to the Death Benefit
                         Guarantee Amount; and 
                    (d)  any future scheduled Increases in the Face Amount will
                         be canceled.
                    
                    The Death Benefit Guarantee will remain in effect on each
                    subsequent Monthly Activity Date provided:
                    (a)  the Policy remains in default; and
                    (b)  the Death Benefit Guarantee is available.
                    
                    If the Account Value ever should be a negative amount while
                    the Death Benefit Guarantee is in effect, We guarantee that
                    Your Account Value will never be less than zero.
                    
                    If during the Death Benefit Guarantee Period, the Face
                    Amount is decreased below the current Death Benefit
                    Guarantee Amount, the Death Benefit Guarantee Amount will
                    become the new Face Amount.  A new monthly Death Benefit
                    Guarantee Premium will be calculated.  We will send You a
                    notice of the new Monthly Death Benefit Guarantee Premium,
                    which will be used in calculating the Cumulative Death
                    Benefit Guarantee Premium in subsequent months.
                    
                    
                    
                    
                                      Page 14
1151(13/14)U                                                PRINTED IN U.S.A.

<PAGE>

LAPSE AND POLICY    DEATH BENEFIT GUARANTEE GRACE PERIOD
GRACE PERIOD        If, on each Monthly Activity Date during the Death Benefit
(CONTINUED)         Guarantee Period, the cumulative premiums paid into the 
                    Policy, less Indebtedness and less withdrawals from the 
                    Policy, do not equal or exceed the Cumulative Death 
                    Benefit Guarantee Premium on that date, a Death Benefit 
                    Guarantee Grace Period of 61 days will begin.  We will 
                    mail the Owner and any assignee a notice. That notice will
                    warn You that You are in danger of losing the Death Benefit
                    Guarantee and will tell You the amount of premium You need
                    to pay to continue the Death Benefit Guarantee.
                    
                    The Death Benefit Guarantee will be removed from the Policy
                    if the required premium is not paid by the end of the Death
                    Benefit Guarantee Grace Period.  You will receive a written
                    notification of the change and the Death Benefit Guarantee
                    will never again be available or in effect on the Policy.
                    
REINSTATEMENT       Unless the Policy has been surrendered for its Cash
                    Surrender Value, the Policy may be reinstated prior to the
                    Scheduled Maturity Date provided:
                    (a)  the Insureds alive at the end of the Policy Grace
                         Period are also alive on the date of reinstatement;
                    (b)  You make Your request In Writing within five years from
                         the Termination Date;
                    (c)  satisfactory evidence of insurability is submitted;
                    (d)  any Indebtedness at the time of termination must be
                         repaid or carried over to the reinstated policy; and
                    (e)  You pay sufficient premium to:
                        (i)  cover all Monthly Deduction Amounts that are due
                             and unpaid during the Policy Grace Period; and
                       (ii)  keep the Policy in force for 3 months after the
                             date of reinstatement.
                    
                    The Account Value on the reinstatement date will equal:
                    (a)  the Cash Value at the time of termination; plus
                    (b)  Net Premiums attributable to 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 will be based on the duration from the
                    original Policy Date as though the Policy had never lapsed.

POLICY LOANS        GENERAL
                    At any time while the Policy is in force, You may borrow
                    against the Policy by assigning it as sole security to Us. 
                    We may defer granting a loan, except to pay premiums to Us,
                    for the period permitted by law but not more than six
                    months.
                    
                    LOAN AMOUNTS
                    Any new loan taken together with any existing Indebtedness
                    may not exceed the Cash Surrender Value on the date We grant
                    a loan.  The minimum loan amount that We will allow is $500.
                    
                    Unless you specify otherwise, all loan amounts will be
                    transferred from the Fixed Account and the Sub-Accounts to
                    the Loan Account on a Pro Rata Basis.
                    
                    If total Indebtedness equals or exceeds the Cash Value on
                    any Monthly Activity Date, the Policy will then go into
                    default.  See the Lapse and Policy Grace Period provision
                    for details.
                    
                    
                                      Page 15
1151(15/16)                                                 PRINTED IN U.S.A.
                    

<PAGE>

POLICY LOANS        CREDITED INTEREST
(CONTINUED)         Any amounts in the Loan Account will be credited with
                    interest at a rate equal to the Annual Fixed Account Minimum
                    Credited Rate shown on Page 3.

                    PREFERRED INDEBTEDNESS
                    If, any time after the 10th Policy Anniversary, the Account
                    Value exceeds the total of all premiums paid since issue, a
                    portion of Your Indebtedness may qualify as preferred. 
                    Preferred Indebtedness is charged a lower interest rate than
                    the non-preferred  Indebtedness, if any.  (Refer to the
                    Interest Charged on Indebtedness provision for details.) 
                    The maximum amount of Preferred Indebtedness is the amount
                    by which the Account Value exceeds the total premiums paid
                    and is determined on each Monthly Activity Date.
                    
                    LOAN REPAYMENTS
                    All or part of a loan may be repaid at any time that:
                    (a)  the Policy is in force; and
                    (b)  either of the Insureds is alive.

                    However, each repayment must be at least the lesser of $50
                    or the Indebtedness and clearly identified In Writing as a
                    loan repayment.
                    
                    The amount of a loan repayment will be deducted from the
                    Loan Account and will be allocated among the Fixed Account
                    and Sub-Accounts in the same percentage as premiums are
                    allocated.
                    
                    INTEREST CHARGED ON INDEBTEDNESS
                    The table below shows the interest rates We will charge on
                    Your Indebtedness.

<TABLE>
<CAPTION>
                    
                                                      INTEREST RATE CHARGED
                                                         EQUALS THE FIXED
                    DURING POLICY    PORTION OF          ACCOUNT MINIMUM
                       YEARS        INDEBTEDNESS       CREDITED RATE PLUS:
                    --------------  ------------     ----------------------
                    <S>             <C>              <C>
                        1-10             All                   2%
                     11 and later      Preferred               0%
                                      Non-Preferred            1%
</TABLE>

                    Because the interest charged on Indebtedness may exceed the
                    rate credited to the Loan Account, the Indebtedness may grow
                    faster than the Loan Account.  If this happens, any
                    difference between the value of the Loan Account and the
                    Indebtedness will be transferred on each Monthly Activity
                    Date from the Fixed Account and Sub-Accounts to the Loan
                    Account on a Pro Rata Basis.
                    
WITHDRAWALS         GENERAL
                    You may request a withdrawal In Writing.  The minimum
                    withdrawal allowed is $500.  The maximum withdrawal is the
                    Cash Surrender Value less $1,000.  A charge of up to $10 may
                    be assessed for each withdrawal.  One withdrawal per
                    calendar month is allowed.  Unless specified otherwise the
                    withdrawal will be deducted on a Pro Rata Basis.
                    
                    If the Death Benefit Option then in effect is Option A
                    (Level Option) or Option C (Return of Premium Option), the
                    Face Amount will be reduced by the amount equal to the
                    reduction in the Account Value resulting from the
                    withdrawal.
                    
                    Any withdrawal that causes the Face Amount to fall below the
                    lowest previous Face Amount will be subject to a partial
                    Surrender Charge.  Refer to the Decreases in Face Amount
                    provision for an explanation of the applicable partial
                    Surrender Charge.
                                          
                                      Page 16
1151(15/16)                                                PRINTED IN U.S.A.

<PAGE>

SURRENDERS          GENERAL
                    While the Policy is in force, You may surrender the Policy
                    to Us.  The Policy, and additional benefits provided by
                    rider, are then canceled as of the day We receive Your
                    request In Writing or the date You request the surrender,
                    whichever is later.  We will then pay You the Cash Surrender
                    Value as of that date.

PAYMENTS            GENERAL
    BY US           We will pay Death Proceeds, Cash Surrender Values,
                    withdrawals and loan amounts attributable to the Sub-
                    Accounts within 7 days after We receive all the information
                    needed to process the payment unless:
                    (a)  the New York Stock Exchange is closed on other than
                         customary weekend and holiday closings or trading on
                         the New York Stock Exchange is restricted as determined
                         by the Securities and Exchange Commission (SEC); or
                    (b)  an emergency exists, as determined by the SEC, as a
                         result of which disposal of securities is not
                         reasonably practicable to determine the value of the
                         Sub-Accounts; or
                    (c)  the SEC, by order, permits postponement for the
                         protection of policy owners.
                    
                    DEFERRAL OF PAYMENTS FROM THE FIXED ACCOUNT
                    We may defer payment of any Cash Surrender Values,
                    withdrawals and loan amounts which are not attributable to
                    the Sub-Accounts for up to six months from the date of the
                    request.  If We defer payment for more than 30 days, We will
                    pay interest at the Annual Fixed Account Minimum Credited
                    Rate.
                    
TAXATION            We do not expect to incur any federal, state or local income
                    tax on the earnings or realized capital gains attributable
                    to the Separate Account.  Based upon these expectations, no
                    charge is being made to the Separate Account for federal,
                    state or local income taxes.  If We incur income taxes
                    attributable to the Separate Account or determine that such
                    taxes will be incurred, We may assess a charge for taxes
                    against the Policy in the future.
                    
THE CONTRACT        ENTIRE CONTRACT
                    The Policy, the attached copy of the initial application,
                    any applications for reinstatement, all subsequent
                    applications to change the Policy, any endorsements or
                    riders and all additional policy information sections added
                    to the Policy are the entire contract.  The contract is made
                    in consideration of the application and the payment of the
                    initial premium.  We will not use any statement to cancel
                    the Policy or to defend a claim under it, unless that
                    statement is contained in an attached written application. 
                    All statements in the application will, in the absence of
                    fraud (as determined by a court of competent jurisdiction),
                    be deemed representations and not warranties.
                    
                    INTERPRETATION OF POLICY TERMS AND CONDITIONS
                    We have full discretion and authority to determine
                    eligibility for benefits and to construe and interpret all
                    terms and provisions of the Policy. 
                    
                    CONTRACT MODIFICATION
                    The only way this contract may be modified is by a written
                    agreement signed by Our President, or one of Our Vice
                    Presidents, Secretaries or Assistant Secretaries.
                    
                    FUND MODIFICATION
                    We reserve the right, subject to any applicable law, to make
                    certain changes, including the right to add, eliminate or
                    substitute any investment options offered under the Policy.
                    
                    NON-PARTICIPATION
                    The Policy is non-participating.  It does not share in Our
                    surplus earnings, so You will receive no policy dividends
                    under it.
                    
                                      Page 17
1151(17/18)                                                  PRINTED IN U.S.A.


<PAGE>

THE CONTRACT        MISSTATEMENT OF AGE AND/OR SEX
(CONTINUED)         If on the date of death of the Last Surviving Insured:
                    (a)  the Issue Age of an Insured is understated; or
                    (b)  the sex of an Insured is incorrectly stated such that
                         it resulted in lower Costs of Insurance,
                    the Death Benefit will be reduced to the Death Benefit that
                    would have been provided by the last Cost of Insurance
                    charge at the correct Issue Ages and/or sexes.

                    If on the date of death of the Last Surviving Insured:
                    (a)  the Issue Age of an Insured is overstated; or
                    (b)  the sex of an Insured is incorrectly stated such that
                         it resulted in higher Costs of Insurance,
                    the Death Benefit will be adjusted by the return of all
                    excess Costs of Insurance prior to the date of the Last
                    Surviving Insured's death.
                    
                    SUICIDE
                    If, within 2 years from the Date of Issue, either of the
                    Insureds dies by suicide, while sane or insane, Our
                    liability will be limited to the premiums paid less
                    Indebtedness and less any withdrawals.
                    
                    If, within 2 years from the effective date of any increase
                    in the Face Amount for which evidence of insurability was
                    obtained, either of the Insureds dies by suicide, while sane
                    or insane, Our liability with respect to such increase, will
                    be limited to the Cost of Insurance for the increase.
                    
                    INCONTESTABILITY
                    With regard to the life of each Insured, We cannot contest
                    the Policy after it has been in force, during the Insured's
                    lifetime, for 2 years from its Date of Issue, except for
                    non-payment of premium.
                    
                    Any increase in the Face Amount for which evidence of
                    insurability was obtained, will be incontestable only after
                    the increase has been in force, during the Insured's
                    lifetime, for 2 years from the effective date of the
                    increase. 
                    
                    The Policy may not be contested for more than 2 years after
                    the reinstatement date.  Any contest We make after the
                    Policy is reinstated will be limited to the material
                    misrepresentations in the evidence of insurability provided
                    to Us in the request for reinstatement.  However, the
                    provision will not affect Our right to contest any statement
                    in the original application or a different reinstatement
                    request which was made during the Insured's lifetime from
                    the Date of Issue of the Policy or a subsequent
                    reinstatement date.
                    
                    APPEALING DENIAL OF CLAIM
                    On any denied claim, You or Your representative may appeal
                    to the Company for a full and fair review.  You may:
                    (a) request a review upon written application within 60 
                        days of receipt of a claim denial;
                    (b) review pertinent documents; and
                    (c) submit issues and comments In Writing.
                    
                    SEPARATE ACCOUNTS
                    We will have exclusive and absolute ownership and control of
                    the assets of Our Separate Accounts.  The assets of a Fund
                    will be available to cover the liabilities of Our General
                    Account only to the extent that those assets exceed the
                    liabilities of that Separate Account.  The assets of a Fund
                    will be valued on each Valuation Day.  Our determination of
                    the value of an Accumulation Unit by the method described in
                    the Policy will be conclusive.

                                      Page 18
1151(17/18)                                                  PRINTED IN U.S.A.

<PAGE>

SURRENDERS          GENERAL
                    While the Policy is in force, You may surrender the Policy
                    to Us.  The Policy, and additional benefits provided by
                    rider, are then canceled as of the day We receive Your
                    request In Writing or the date You request the surrender,
                    whichever is later.  We will then pay You the Cash Surrender
                    Value as of that date.
                    
PAYMENTS            GENERAL
  BY US             We will pay Death Proceeds, Cash Surrender Values,
                    withdrawals and loan amounts attributable to the Sub-
                    Accounts within 7 days after We receive all the information
                    needed to process the payment unless:
                    (a)  the New York Stock Exchange is closed on other than
                         customary weekend and holiday closings or trading on
                         the New York Stock Exchange is restricted as determined
                         by the Securities and Exchange Commission (SEC); or
                    (b)  an emergency exists, as determined by the SEC, as a
                         result of which disposal of securities is not
                         reasonably practicable to determine the value of the
                         Sub-Accounts; or
                    (c)  the SEC, by order, permits postponement for the
                         protection of policy owners.
                    
                    DEFERRAL OF PAYMENTS FROM THE FIXED ACCOUNT
                    We may defer payment of any Cash Surrender Values,
                    withdrawals and loan amounts which are not attributable to
                    the Sub-Accounts for up to six months from the date of the
                    request.  If We defer payment for more than 30 days, We will
                    pay interest at the Annual Fixed Account Minimum Credited
                    Rate.
                    
TAXATION            We do not expect to incur any federal, state or local income
                    tax on the earnings or realized capital gains attributable
                    to the Separate Account.  Based upon these expectations, no
                    charge is being made to the Separate Account for federal,
                    state or local income taxes.  If We incur income taxes
                    attributable to the Separate Account or determine that such
                    taxes will be incurred, We may assess a charge for taxes
                    against the Policy in the future.
                    
THE CONTRACT        ENTIRE CONTRACT
                    The Policy, the attached copy of the initial application,
                    any applications for reinstatement, all subsequent
                    applications to change the Policy, any endorsements or
                    riders and all additional policy information sections added
                    to the Policy are the entire contract.  The contract is made
                    in consideration of the application and the payment of the
                    initial premium.  We will not use any statement to cancel
                    the Policy or to defend a claim under it, unless that
                    statement is contained in an attached written application. 
                    All statements in the application will, in the absence of
                    fraud (as determined by a court of competent jurisdiction),
                    be deemed representations and not warranties.
                    
                    INTERPRETATION OF POLICY TERMS AND CONDITIONS
                    We have full discretion and authority to determine
                    eligibility for benefits and to construe and interpret all
                    terms and provisions of the Policy. 
                    
                    CONTRACT MODIFICATION
                    The only way this contract may be modified is by a written
                    agreement signed by Our President, or one of Our Vice
                    Presidents, Secretaries or Assistant Secretaries.
                    
                    FUND MODIFICATION
                    We reserve the right, subject to any applicable law, to make
                    certain changes, including the right to add, eliminate or
                    substitute any investment options offered under the Policy.
                    
                    NON-PARTICIPATION
                    The Policy is non-participating.  It does not share in Our
                    surplus earnings, so You will receive no policy dividends
                    under it.
                    
                                      Page 17
1151(17/18)U                                            PRINTED IN U.S.A.


<PAGE>

THE CONTRACT        MISSTATEMENT OF AGE 
   (CONTINUED)      If on the date of death of the Last Surviving Insured, the
                    Issue Age of an Insured is understated; the Death Benefit
                    will be reduced to the Death Benefit that would have been
                    provided by the last Cost of Insurance charge at the correct
                    Issue Ages.

                    If on the date of death of the Last Surviving Insured, the
                    Issue Age of an Insured is overstated, the Death Benefit
                    will be adjusted by the return of all excess Costs of
                    Insurance prior to the date of the Last Surviving Insured's
                    death.
                    
                    SUICIDE
                    If, within 2 years from the Date of Issue, either of the
                    Insureds dies by suicide, while sane or insane, Our
                    liability will be limited to the premiums paid less
                    Indebtedness and less any withdrawals.
                    
                    If, within 2 years from the effective date of any increase
                    in the Face Amount for which evidence of insurability was
                    obtained, either of the Insureds dies by suicide, while sane
                    or insane, Our liability with respect to such increase, will
                    be limited to the Cost of Insurance for the increase.
                    
                    INCONTESTABILITY
                    With regard to the life of each Insured, We cannot contest
                    the Policy after it has been in force, during the Insured's
                    lifetime, for 2 years from its Date of Issue, except for
                    non-payment of premium.
                    
                    Any increase in the Face Amount for which evidence of
                    insurability was obtained, will be incontestable only after
                    the increase has been in force, during the Insured's
                    lifetime, for 2 years from the effective date of the
                    increase.
                    
                    The Policy may not be contested for more than 2 years after
                    the reinstatement date.  Any contest We make after the
                    Policy is reinstated will be limited to the material
                    misrepresentations in the evidence of insurability provided
                    to Us in the request for reinstatement.  However, the
                    provision will not affect Our right to contest any statement
                    in the original application or a different reinstatement
                    request which was made during the Insured's lifetime from
                    the Date of Issue of the Policy or a subsequent
                    reinstatement date.
                    
                    APPEALING DENIAL OF CLAIM
                    On any denied claim, You or Your representative may appeal
                    to the Company for a full and fair review.  You may:
                    (a)  request a review upon written application within 60
                         days of receipt of a claim denial;
                    (b)  review pertinent documents; and
                    (c)  submit issues and comments In Writing.
                    
                    SEPARATE ACCOUNTS
                    We will have exclusive and absolute ownership and control of
                    the assets of Our Separate Accounts.  The assets of a Fund
                    will be available to cover the liabilities of Our General
                    Account only to the extent that those assets exceed the
                    liabilities of that Separate Account.  The assets of a Fund
                    will be valued on each Valuation Day.  Our determination of
                    the value of an Accumulation Unit by the method described in
                    the Policy will be conclusive.
                    
                    
                    
                    
                                      Page 18
1151(17/18)U                                                 PRINTED IN U.S.A.

<PAGE>


THE CONTRACT        CHANGE IN THE OPERATION OF THE SEPARATE ACCOUNT
(CONTINUED)         At Our election and subject to any necessary vote by persons
                    having the right to give instructions on the voting of Fund
                    shares held by the Sub-Accounts, the Separate Account may be
                    operated as a management company under the Investment
                    Company Act of 1940 or any form permitted by law, may be
                    deregistered under the Investment Company Act of 1940 in the
                    event registration is no longer required, or may be combined
                    with one or more Separate Accounts. 
                    
                    VOTING RIGHTS
                    We will notify You of any Fund shareholder's meetings at
                    which the shares held for Your Sub-Account may be voted.  We
                    will also send proxy materials and instructions for You to
                    vote the shares held for Your Sub-Account.  We will arrange
                    for the handling and tallying of proxies received from the
                    Owners.  We will vote the Fund shares held by Us in
                    accordance with the instructions received from the Owners. 
                    You may attend any meeting, where shares held for Your
                    benefit may be voted.
                    
                    In the event that You give no instructions or leave the
                    manner of voting discretionary, We will vote such shares of
                    the appropriate Fund in the same proportion as shares of
                    that Fund for which instructions have been received.  Also,
                    We will vote the Fund shares in this proportionate manner
                    which are held by Us for Our own account.
                    
                    ANNUAL REPORT
                    We will send You a report at least once each Policy Year
                    showing:
                    (a)  the current Account Value, Cash Surrender Value and
                         Face Amount;
                    (b)  the premiums paid, Monthly Deduction Amounts and loans
                         since the last report;
                    (c)  the amount of any Indebtedness;
                    (d)  notifications required by the provisions of the Policy;
                         and
                    (e)  any other information required by the Insurance
                         Department of the state where the Policy was delivered.

OWNERSHIP AND       CHANGE OF OWNER OR BENEFICIARY
 BENEFICIARY        The Owner and Beneficiary will be those named in the
                    application until You change them.  To change the Owner or
                    Beneficiary, notify Us In Writing while either of the
                    Insureds is alive.  After We receive written notice, the
                    change will be effective as of the date You signed such
                    notice, whether or not either of the Insureds is living when
                    We receive it.  However, the change will be subject to any
                    payment We made or actions We may have taken before We
                    received the request.
                    
                    ASSIGNMENT
                    You may assign the Policy.  Until You notify Us In Writing,
                    no assignment will be effective against Us.  We are not
                    responsible for the validity of any assignment.
                    
                    OWNER'S RIGHTS
                    While either of the Insureds is alive and no Beneficiary is
                    irrevocably named, You may:
                    (a)  exercise all the rights and options that the Policy
                         provides or that We permit;
                    (b)  assign the Policy; and
                    (c)  agree with Us to any change to the Policy.
                    
                    NO NAMED BENEFICIARY
                    If no named Beneficiary survives the Last Surviving Insured,
                    then, unless the Policy provides otherwise:
                    (a)  You will be the Beneficiary; or
                    (b)  if You are the Last Surviving Insured, Your estate will
                         be the Beneficiary.
                                          
                                          
                                      Page 19
1151(19/20)                                               PRINTED IN U.S.A.

<PAGE>

TERMINATION AND     TERMINATION
MATURITY DATE       The Policy will terminate upon the earliest of the following
                    events: 
                    (a)  Scheduled Maturity Date of the Policy unless You
                         request to continue the Policy after such date as
                         described below; or
                    (b)  surrender of the Policy; or
                    (c)  the end of the Policy Grace Period during which
                         premiums sufficient for the required deductions are not
                         paid, provided the Death Benefit Guarantee is not
                         available; or
                    (d)  if the Death Benefit Guarantee is in available and in
                         effect, the end of the Death Benefit  Guarantee Period;
                         or 
                    (e)  if the Death Benefit Guarantee is available and in
                         effect, the end of the Death Benefit Guarantee Grace
                         Period during which premiums sufficient to maintain the
                         Death Benefit Guarantee are not paid; or
                    (f)  the date We receive notification In Writing of the
                         death of the Last Surviving Insured.  In this event,
                         Your Death Benefit will not be affected by any Monthly
                         Deduction Amounts taken after the date of the Last
                         Surviving Insured's death and before We receive due
                         proof of death.

                    SCHEDULED MATURITY DATE
                    The Scheduled Maturity Date is the last date on which You
                    may elect to pay premium. Unless You elect to continue the
                    Policy beyond this date, the Policy will terminate and any
                    Cash Surrender Value will be paid to You.
                    
                    If elected, the Policy may continue in force after the
                    Scheduled Maturity Date subject to the following conditions:
                    
                    (a)  the Policy must be in force on the Scheduled Maturity
                         Date;
                    (b)  the Owner including any assignee of record must agree
                         In Writing to this continuation.
                    
                    If any of the above conditions are not met, the Policy, if
                    still in force, will terminate on the Scheduled Maturity
                    Date.
                    
                    After the Scheduled Maturity Date:
                    
                    (a)  the Death Benefit will be reduced to the Account Value;
                    (b)  the Account Value, if any will continue to be valued as
                         described in the Account Value, Cash Value and Cash
                         Surrender Value provision;
                    (c)  any loans that are in effect on the Scheduled Maturity
                         Date will continue to accrue interest and become part
                         of any Indebtedness;
                    (d)  No future Monthly Deduction Amounts will be deducted
                         from Your Account Value;
                    (e)  No further premiums will be accepted.

                    All additional benefits provided by rider will deem to have
                    terminated at the Scheduled Maturity Date.


                                      Page 20
1151(19/20)                                                PRINTED IN U.S.A.

<PAGE>

  INCOME            AVAILABILITY
SETTLEMENT          All or parts of the proceeds of the Policy may, instead of
  OPTIONS           being paid in one sum, be left with Us under any one or a
                    combination of the following options, subject to Our minimum
                    amount requirements on the date of election.
                    
                    We will pay interest of at least 3 1/2% per year (or higher,
                    if required by state law) on the Death Proceeds from the
                    date of the Last Surviving Insured's death to the date
                    payment is made or an Income Settlement Option is elected. 
                    These proceeds are then no longer subject to the investment
                    experience of a Separate Account.
                    
                    If any payee is a corporation, partnership, association,
                    assignee, or fiduciary, an option may be chosen only with
                    Our consent.  Option 4 is not available to any payee whose
                    age exceeds 90.

                    DESCRIPTION OF TABLES
                    The options shown below and on the next page are based on
                    interest at a guaranteed rate of 3 1/2% per year.  Payments
                    under Option 4 are based on mortality according to the 1983a
                    Individual Annuity Mortality Table, with ages set back one
                    year.
                    
                    EXCESS INTEREST
                    We may pay or credit excess interest of such amount and in
                    such manner as We determine.
                    
                    DEATH OF PAYEE
                    If the payee dies while receiving payments under one of the
                    options below, We will pay the following:

                    (a)  Any principal and accrued interest remaining unpaid
                         under Option 1 or 2.
                    (b)  The value of remaining unpaid guaranteed payments, if
                         any, under Option 3 or 4, commuted using interest of
                         3 1/2% per year.

                    Any such amount will be paid in one sum to the payee's
                    estate.

                    OTHER OPTIONS
                    To convert the monthly payments shown in the tables for
                    Options 3 and 4 to quarterly, semi-annual or annual
                    payments, multiply by the following factors:
                    
                    PAYMENT INTERVAL              FACTOR
                    Quarterly                      2.99
                    Semi-annual                    5.96
                    Annual                        11.81
                    
                    Other options may be arranged with Our consent.
                    
                    OPTION 1 - INTEREST INCOME
                    Payments of interest at the rate We declare, but not less
                    than 3 1/2% per year, on the amount left under this option.
                    
                    OPTION 2 - INCOME OF FIXED AMOUNT
                    Equal payments of the amount chosen until the amount left
                    under this option, with interest of not less than 3 1/2% per
                    year, is exhausted.  The final payment will be for the
                    balance only.
                    
                    
                                          
                                      Page 21
1151(21/22)                                                PRINTED IN U.S.A.

<PAGE>

INCOME              OPTION 3 - INCOME FOR FIXED PERIOD
SETTLEMENT          Payments, determined from the table below, are guaranteed 
OPTIONS             for the number of years chosen.  The first payment will be
(CONTINUED)         due on the date proceeds are applied under this 
                    option.

<TABLE>
<CAPTION>

                                 MONTHLY PAYMENTS                 MONTHLY PAYMENTS
                     NUMBER       PER $1,000 OF      NUMBER          PER $1,000 OF
                   OF YEARS         PROCEEDS        OF YEARS          PROCEEDS
                      <S>         <C>               <C>              <C>
                      1            $84.65            10                $9.83
                      2             43.05            15                 7.10
                      3             29.19            20                 5.75
                      4             22.27            25                 4.96
                      5             18.12            30                 4.45
</TABLE>

                    OPTION 4 - LIFE INCOME
                    Payments, determined from the table shown below for the
                    option elected, are based on the payee's sex and age nearest
                    birthday on the day the first payment becomes due.  The
                    first payment will be due on the date proceeds are applied
                    under this option.  The Life Income available are:
                    (a)  Payments only while the payee is alive.
                    (b)  Payment guaranteed for 10 years; then continuing while
                         the payee is alive.
                                          
                    MONTHLY PAYMENTS PER $1,000 OF PROCEEDS

          OPTION 4A      OPTION 4B                OPTION 4A       OPTION 4B
PAYEE'S    LIFE ONLY  10 YRS. CERTAIN  PAYEE'S    LIFE ONLY     10 YRS. CERTAIN
  AGE    MALE  FEMALE   MALE  FEMALE     AGE     MALE   FEMALE   MALE   FEMALE

   20    $3.34   $3.23   $3.34   $3.23      68   $6.79   $5.79   $6.38   $5.63
   25     3.44    3.31    3.43    3.30      69    7.02    5.95    6.54    5.77
   30     3.56    3.40    3.56    3.40      70    7.26    6.13    6.71    5.91
   35     3.71    3.51    3.71    3.51      71    7.52    6.32    6.87    6.07
   40     3.91    3.66    3.90    3.65      72    7.80    6.53    7.05    6.23
   45     4.17    3.84    4.14    3.84      73    8.09    6.75    7.22    6.40
   50     4.49    4.08    4.44    4.07      74    8.41    6.99    7.40    6.58
   51     4.56    4.14    4.51    4.12      75    8.75    7.26    7.57    6.76
   52     4.64    4.20    4.58    4.18      76    9.12    7.54    7.75    6.95
   53     4.72    4.26    4.66    4.24      77    9.51    7.85    7.92    7.14
   54     4.80    4.32    4.74    4.30      78    9.92    8.18    8.09    7.34
   55     4.89    4.39    4.82    4.36      79   10.37    8.54    8.26    7.54
   56     4.99    4.46    4.91    4.43      80   10.85    8.94    8.42    7.74
   57     5.09    4.54    5.00    4.51      81   11.37    9.36    8.57    7.94
   58     5.20    4.62    5.10    4.58      82   11.92    9.82    8.71    8.13
   59     5.32    4.71    5.20    4.66      83   12.50   10.32    8.85    8.32
   60     5.44    4.80    5.31    4.75      84   13.12   10.87    8.97    8.50
   61     5.57    4.90    5.42    4.84      85   13.78   11.46    9.09    8.67
   62     5.71    5.00    5.54    4.93      86   14.47   12.09    9.20    8.83
   63     5.86    5.11    5.67    5.03      87   15.20   12.78    9.29    8.97
   64     6.02    5.23    5.80    5.14      88   15.98   13.52    9.38    9.10
   65     6.20    5.36    5.94    5.25      89   16.79   14.31    9.46    9.22
   66     6.38    5.49    6.08    5.37      90   17.66   15.16    9.53    9.32
   67     6.58    5.64    6.23    5.50


                                      Page 22
1151(21/22)                                             PRINTED IN U.S.A.


<PAGE>

  INCOME       AVAILABILITY
SETTLEMENT     All or parts of the proceeds of the Policy may, instead of being
OPTIONS        paid in one sum, be left with Us under any one or a combination
               of the following options, subject to Our minimum amount
               requirements on the date of election.

               We will pay interest of at least 31/2% per year (or higher, if
               required by state law) on the Death Proceeds from the date of the
               Last Surviving Insured's death to the date payment is made or an
               Income Settlement Option is elected.  These proceeds are then no
               longer subject to the investment experience of a Separate
               Account.

               If any payee is a corporation, partnership, association,
               assignee, or fiduciary, an option may be chosen only with Our
               consent.  Option 4 is not available to any payee whose age
               exceeds 90.

               DESCRIPTION OF TABLES
               The options shown below and on the next page are based on
               interest at a guaranteed rate of 31/2% per year.  Payments under
               Option 4 are based on mortality according to the 1983a Individual
               Annuity Mortality Table, with ages set back one year.

               EXCESS INTEREST
               We may pay or credit excess interest of such amount and in such
               manner as We determine.

               DEATH OF PAYEE
               If the payee dies while receiving payments under one of the
               options below, We will pay the following:

               (a)  Any principal and accrued interest remaining unpaid under
                    Option 1 or 2.
               (b)  The value of remaining unpaid guaranteed payments, if any,
                    under Option 3 or 4, commuted using interest of 31/2% per
                    year.

               Any such amount will be paid in one sum to the payee's estate.

               OTHER OPTIONS
               To convert the monthly payments shown in the tables for Options 3
               and 4 to quarterly, semi-annual or annual payments, multiply by
               the following factors:

                          PAYMENT INTERVAL        FACTOR
                            Quarterly              2.99
                            Semi-annual            5.96
                            Annual                11.81
               
               Other options may be arranged with Our consent.
               
               OPTION 1 - INTEREST INCOME
               Payments of interest at the rate We declare, but not less than
               31/2% per year, on the amount left under this option.
               
               OPTION 2 - INCOME OF FIXED AMOUNT
               Equal payments of the amount chosen until the amount left under
               this option, with interest of not less than 31/2% per year, is
               exhausted.  The final payment will be for the balance only.
               
               
                                          
                                      Page 21
1151(21/22)U                                                 PRINTED IN U.S.A.

<PAGE>

INCOME         OPTION 3 - INCOME FOR FIXED PERIOD
SETTLEMENT     Payments, determined from the table below, are guaranteed for the
 OPTIONS       number of years chosen.  The first payment will be due on the
(CONTINUED)    date proceeds are applied under this option.


<TABLE>
<CAPTION>

                            MONTHLY PAYMENTS                       MONTHLY PAYMENTS
                 NUMBER      PER $1,000 OF          NUMBER          PER $1,000 OF
               OF YEARS        PROCEEDS           OF YEARS            PROCEEDS
               <S>            <C>                 <C>                <C>
                   1             $84.65              10                 $9.83
                   2              43.05              15                  7.10
                   3              29.19              20                  5.75
                   4              22.27              25                  4.96
                   5              18.12              30                  4.45
</TABLE>
               
               OPTION 4 - LIFE INCOME
               Payments, determined from the table shown below for the option
               elected, are based on the payee's age nearest birthday on the day
               the first payment becomes due.  The first payment will be due on
               the date proceeds are applied under this option.  The Life Income
               available are:
               (a)  Payments only while the payee is alive.
               (b)  Payment guaranteed for 10 years; then continuing while the
                    payee is alive.
                                          
               MONTHLY PAYMENTS PER $1,000 OF PROCEEDS

                     MONTHLY PAYMENTS PER $1,000 OF PROCEEDS
PAYEE'S   OPTION 4     OPTION 4B                 OPTION 4A      OPTION 4B
 AGE     LIFE ONLY  10 YRS. CERTAIN  PAYEE'S     LIFE ONLY    10 YRS. CERTAIN

  20       $3.29        $3.29            68           $6.37       $6.08
  25        3.38         3.38            69            6.57        6.24
  30        3.49         3.49            70            6.79        6.40
  35        3.63         3.62            71            7.02        6.56
  40        3.81         3.80            72            7.27        6.73
  45        4.03         4.01            73            7.54        6.91
  50        4.32         4.29            74            7.83        7.09
  51        4.38         4.35            75            8.14        7.27
  52        4.45         4.41            76            8.47        7.46
  53        4.52         4.48            77            8.84        7.65
  54        4.60         4.55            78            9.22        7.83
  55        4.68         4.63            79            9.64        8.01
  56        4.77         4.71            80           10.10        8.19
  57        4.86         4.80            81           10.58        8.36
  58        4.96         4.88            82           11.11        8.53
  59        5.06         4.98            83           11.67        8.69
  60        5.17         5.08            84           12.27        8.83
  61        5.29         5.18            85           12.92        8.97
  62        5.42         5.29            86           13.61        9.09
  63        5.55         5.41            87           14.35        9.20
  64        5.69         5.53            88           15.13        9.30
  65        5.85         5.66            89           15.97        9.39
  66        6.01         5.80            90           16.85        9.47
  67        6.19         5.94

                                      Page 22
1151(21/22)U                                           PRINTED IN U.S.A.



<PAGE>



                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                         HARTFORD, CONNECTICUT  06104-2999
                            (A STOCK INSURANCE COMPANY)
                                  (THE "COMPANY")





                          NATIONAL SERVICE CENTER ADDRESS:
                                   P.O. BOX 59179
                           MINNEAPOLIS, MINNESOTA  55459






CASH SURRENDER VALUE PAYABLE ON THE SCHEDULED MATURITY DATE, UNLESS EXTENDED BY
                                 ELECTION OF OWNER
             DEATH PROCEEDS PAYABLE AT DEATH OF LAST SURVIVING INSURED
                              ADJUSTABLE DEATH BENEFIT
                        PREMIUMS PAYABLE AS SHOWN ON PAGE 3
                                 NON-PARTICIPATING





THE PORTIONS OF THE ACCOUNT VALUES PROVIDED BY THIS CONTRACT THAT ARE IN THE
SUB-ACCOUNTS ARE BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT.  THEY
ARE VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.  THE AMOUNT OF THE
DEATH BENEFIT MAY BE FIXED OR VARIABLE DEPENDING ON THE INVESTMENT EXPERIENCE OF
THAT SEPARATE ACCOUNT.  THE DEATH BENEFIT GUARANTEE AMOUNT IS A DEATH BENEFIT
GUARANTEE SUBJECT TO THE CONDITIONS DESCRIBED ON PAGE 14.


                                        [LOGO]


                           LAST SURVIVOR FLEXIBLE PREMIUM
                           VARIABLE LIFE INSURANCE POLICY



LA-1151(98)                                                    PRINTED IN U.S.A.


<PAGE>


                              [LOGO]
                             HARTFORD LIFE


SINGLE LIFE YEARLY
RENEWABLE TERM LIFE
INSURANCE RIDER

BENEFIT             We will pay the Rider Face Amount upon receipt at Our
                    National Service Center of due proof of the Designated
                    Insured's death while the Policy and this rider were in
                    force.
     
DEFINITIONS         The definitions in this section apply to the following words
                    and phrases whenever and wherever they appear in this rider.
                    The period for which this rider is payable is shown in the
                    Additional Benefits and Riders section of the Policy
                    Specifications.

                    DESIGNATED INSURED means the person shown in the Additional
                    Benefits and Riders section of the Policy Specifications.

                    RIDER ANNIVERSARY means an anniversary of the Rider Date. 
                    Similarly, Rider Years are measured from the Rider Date.

                    TERMINATION DATE means the date so shown for this rider in
                    the Additional Benefits and Riders section of the Policy
                    Specifications.

RIDER DEATH         There are two Death Benefit options available under this
                    rider.
    BENEFIT         1.   Under the Level Death Benefit Option, the Rider Death
                         Benefit is the Rider Face Amount on the date of
                         Designated Insured's death.
                    2.   Under the Return of Premium Death Benefit Option, the
                         Rider Death Benefit is the Rider Face Amount on the 
                         date of the Designated Insured's death plus the sum 
                         of all the premiums paid to the date of the designated
                         Insured's death.

                    The Death Benefit Option and the Rider Face Amount for this
                    rider are shown in the Additional Benefits and Riders
                    section of the Policy Specifications.
                    
RIDER CHARGE        The monthly charge for this rider in any rider year is equal
                    to:
                    (a)  the rider rate per $1,000 for the year; multiplied by
                    (b)  the Rider Face Amount; divided by
                    (c)  $1,000.
                    
                    The monthly charge for this rider will be deducted on each
                    Monthly Activity Date from the Account Value as part of the
                    Monthly Deduction Amount.
                    
                    The rider rate is determined annually on the Rider
                    Anniversary.  It is based on the Policy Year, sex, Issue Age
                    and insurance class of the designated Insured.
                    
                    The rider rate per $1,000 for a designated Insured will be
                    determined by Us based on future expectations for such
                    factors as mortality, expenses, interest, persistency and
                    taxes.  Any change We make will be on a uniform basis for
                    Insureds of the same Issue Age, sex and insurance class.  No
                    changes in insurance class or cost will occur on account of
                    deterioration of the Insured's health.
                    
                    The rider rates used per $1,000 for a designated Insured
                    will not exceed those in the Table of Monthly Maximum Rates,
                    shown on the Rider Specifications Page.
                    
                    
LA-1150(98)                                               Printed in U.S.A.


<PAGE>

GENERAL PROVISIONS  This rider is part of the Policy to which it is attached. 
                    Except where this rider provides otherwise, it is subject to
                    all conditions and limitations of such policy.

                    This rider is issued in consideration of the application, a
                    copy of which is attached and payment of the required cost
                    of this rider.  The Date of Issue of this rider is shown in
                    the Additional Benefits and Riders section of the Policy
                    Specifications.

INCONTESTABILITY    We cannot contest this rider after it has been in force,
                    during the designated Insured's lifetime, for 2 years from
                    its Date of Issue, except for non payment of the required
                    cost of this rider.

SUICIDE             If, within 2 years from the Date of Issue of this rider, the
                    designated Insured dies by suicide, while sane or insane,
                    Our liability under this rider will be limited to an amount
                    equal to the total cost of this rider.

AGE AND SEX         If on the date of the designated Insured's death:

                    (a)  the Issue Age of the designated Insured is understated;
                         or
                    (b)  the sex of the designated Insured is incorrectly stated
                         such that it resulted in lower rider costs,

                    the Rider Death Benefit will be reduced to the amount that
                    would have been provided by the last rider cost at the
                    correct Issue Age and/or sex of the designated Insured.

                    If on the date of the designated Insured's death:
                    
                    (a)  the Issue Age of the designated Insured is overstated;
                         or
                    (b)  the sex of the designated Insured is incorrectly stated
                         such that it resulted in higher rider costs,
                    
                    the Rider Death Benefit will be adjusted by the return of
                    all excess rider costs prior to the date of the designated
                    Insured's death.
                    
TERMINATION         To terminate this rider, notify Us In Writing.  Termination
                    will occur on the Monthly Activity Date next following the
                    date We receive the written request.  Otherwise, it will
                    continue to the earliest of the following:
                    
                    (a)  this rider's termination date; or
                    (b)  the Policy's Scheduled Maturity Date; or
                    (c)  when the Policy terminates; or
                    (d)  upon the death of the designated Insured; or
                    (e)  when this rider explicitly terminates pursuant to a
                         provision in the Policy.
                    
                    
                    Signed for HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                    

                    /s/Lynda Godkin              /s/ Lowndes A. Smith
                    -----------------------      --------------------------
                   Lynda Godkin, SECRETARY       Lowndes A. Smith, PRESIDENT


LA-1150(98)                                                   Printed in U.S.A.

<PAGE>

                             [LOGO]
                             HARTFORD LIFE


SINGLE LIFE YEARLY
RENEWABLE TERM LIFE
INSURANCE RIDER

BENEFIT             We will pay the Rider Face Amount upon receipt at Our
                    National Service Center of due proof of the Designated
                    Insured's death while the Policy and this rider were in
                    force.
                    
DEFINITIONS         The definitions in this section apply to the following words
                    and phrases whenever and wherever they appear in this rider.
                    The period for which this rider is payable is shown in the
                    Additional Benefits and Riders section of the Policy
                    Specifications.
                    
                    DESIGNATED INSURED means the person shown in the Additional
                    Benefits and Riders section of the Policy Specifications.
                    
                    RIDER ANNIVERSARY means an anniversary of the Rider Date. 
                    Similarly, Rider Years are measured from the Rider Date.
                    
                    TERMINATION DATE means the date so shown for this rider in
                    the Additional Benefits and Riders section of the Policy
                    Specifications.

RIDER DEATH         There are two Death Benefit options available under this
                    rider.
    BENEFIT         1.   Under the Level Death Benefit Option, the Rider Death
                         Benefit is the Rider Face Amount on the date of
                         Designated Insured's death.
                    2.   Under the Return of Premium Death Benefit Option, the
                         Rider Death Benefit is the Rider Face Amount on the
                         date of the Designated Insured's death plus the sum of
                         all the premiums paid to the date of the designated
                         Insured's death.
                    
                    The Death Benefit Option and the Rider Face Amount for this
                    rider are shown in the Additional Benefits and Riders
                    section of the Policy Specifications.
                    
RIDER CHARGE        The monthly charge for this rider in any rider year is equal
to:
                    (a)  the rider rate per $1,000 for the year; multiplied by
                    (b)  the Rider Face Amount; divided by
                    (c)  $1,000.
                    
                    The monthly charge for this rider will be deducted on each
                    Monthly Activity Date from the Account Value as part of the
                    Monthly Deduction Amount.
                    
                    The rider rate is determined annually on the Rider
                    Anniversary.  It is based on the Policy Year, Issue Age and
                    insurance class of the designated Insured.
                    
                    The rider rate per $1,000 for a designated Insured will be
                    determined by Us based on future expectations for such
                    factors as mortality, expenses, interest, persistency and
                    taxes.  Any change We make will be on a uniform basis for
                    Insureds of the same Issue Age and insurance class.  No
                    changes in insurance class or cost will occur on account of
                    deterioration of the Insured's health.
                    
                    The rider rates used per $1,000 for a designated Insured
                    will not exceed those in the Table of Monthly Maximum Rates,
                    shown on the Rider Specifications Page.
                    
                    
LA-1150(98)U                                                  Printed in U.S.A.


<PAGE>

GENERAL PROVISIONS  This rider is part of the Policy to which it is attached. 
                    Except where this rider provides otherwise, it is subject to
                    all conditions and limitations of such policy.
                    
                    This rider is issued in consideration of the application, a
                    copy of which is attached and payment of the required cost
                    of this rider.  The Date of Issue of this rider is shown in
                    the Additional Benefits and Riders section of the Policy
                    Specifications.
                    
INCONTESTABILITY    We cannot contest this rider after it has been in force,
                    during the designated Insured's lifetime, for 2 years from
                    its Date of Issue, except for non payment of the required
                    cost of this rider.

SUICIDE             If, within 2 years from the Date of Issue of this rider, the
                    designated Insured dies by suicide, while sane or insane,
                    Our liability under this rider will be limited to an amount
                    equal to the total cost of this rider.

AGE                 If on the date of the designated Insured's death, the Issue
                    Age of the designated Insured is understated, the Rider
                    Death Benefit will be reduced to the amount that would have
                    been provided by the last rider cost at the correct Issue
                    Age of the designated Insured.
                    
                    If on the date of the designated Insured's death, the Issue
                    Age of the designated Insured is overstated, the Rider Death
                    Benefit will be adjusted by the return of all excess rider
                    costs prior to the date of the designated Insured's death.
                    
TERMINATION         To terminate this rider, notify Us In Writing.  Termination
                    will occur on the Monthly Activity Date next following the
                    date We receive the written request.  Otherwise, it will
                    continue to the earliest of the following:
                    
                    (a)  this rider's termination date; or
                    (b)  the Policy's Scheduled Maturity Date; or
                    (c)  when the Policy terminates; or
                    (d)  upon the death of the designated Insured; or
                    (e)  when this rider explicitly terminates pursuant to a
                         provision in the Policy.
                    
                    
                    Signed for HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                    

                    /s/Lynda Godkin              /s/ Lowndes A. Smith
                    -----------------------      --------------------------
                    Lynda Godkin, SECRETARY       Lowndes A. Smith, PRESIDENT


LA-1150(98)U                                                 Printed in U.S.A.


<PAGE>

                                                           EXHIBIT 1.2






                             [LOGO]
                         HARTFORD LIFE









                           APPLICATION
                               FOR
                          LIFE INSURANCE





<PAGE>

     AGENT: THIS NOTICE MUST BE REMOVED AND LEFT WITH THE PROPOSED INSURED(S)


                         HARTFORD LIFE INSURANCE COMPANY
                 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                      NATIONAL SERVICE CENTER ADDRESS:
                             P.O. BOX 59179
                         MINNEAPOLIS, MN  55459

             INVESTIGATIVE CONSUMER REPORT PRE-NOTIFICATION

Federal and state laws require notification that, in connection with your 
application, we may request an investigative consumer report.  In addition, 
such a report may be requested subsequently to update our records if you 
apply for additional coverage.  You may request to be interviewed in 
connection with the preparation of the investigative consumer report.  Within 
5 business days of receiving your written request, we will inform you whether 
or not an investigative consumer report was requested and, if such a report 
was requested, the address and telephone number of the investigative agency 
to which the request was made.  By contacting the local office and providing 
proper identification, you may inspect or, for the appropriate fee, receive a 
copy of such report.  The investigative agency may retain information they 
gather and disclose it at a later date to other persons.

Typically the report will contain information as to character, general 
reputation, personal characteristics and mode of living, which information is 
obtained through an interview with you or an adult member of your family, 
employers or business associates, financial sources, friends, neighbors or 
others with whom you are acquainted.  The information will consist, when 
applicable, of a confirmation of your identity, age, residence, marital 
status, and past and present employment including occupational duties, 
financial information, driving record, sports and recreational activities, 
health history, use of alcohol or drugs, if any, living conditions and type 
of community.

           MEDICAL INFORMATION BUREAU (MIB) PRE-NOTIFICATION

Information regarding your insurability will be treated as confidential.  
Hartford Life Insurance Company or Hartford Life and Annuity Insurance 
Company or its reinsurer(s) may, however, make a brief report thereon to the 
Medical Information Bureau, a non-profit membership organization of life 
insurance companies, which operates an information exchange on behalf of its 
members.  If you apply to another Bureau member company for life or health 
insurance coverage, or a claim for benefits is submitted to such a company, 
the Bureau, upon request, will supply such a company, with the information in 
its file.

Upon receipt of a request from you, the Bureau will arrange disclosure of any 
information it may have in your file. If you question the accuracy of
information in the bureau's file, you may contact the Bureau and seek a 
correction in accordance with the procedures set forth in the Federal Fair 
Credit Reporting Act.  The address of the Bureau's information office is Post 
Office Box 105, Essex Station, Boston, Massachusetts 02112, telephone number 
(617)426-3660.

Hartford Life Insurance Company or Hartford Life and Annuity Insurance 
Company or its reinsurer(s) may also release information in their files to 
other life insurance companies to whom you may apply for life or health 
insurance, or to whom a claim for benefits may be submitted.

                      PERSONAL HISTORY INTERVIEW

To provide you, our client, with the best possible service, we may follow-up 
your application for insurance with what we call a personal history 
interview. This is a phone call placed from our underwriting office. Its 
purpose is to make sure that our application information is accurate and 
complete.

We strive to make you the best possible offer for your premium dollar.  The 
personal history interview gives us the opportunity to gather the information 
necessary for fair and prompt processing of your application.

Our interviewers are trained to conduct their calls in a friendly, 
professional manner. The nature of the information discussed is always 
treated as personal and confidential.


<PAGE>

// HARTFORD LIFE INSURANCE COMPANY                            [LOGO]
// HARTFORD LIFE AND ANNUITY INSURANCE COMPANY           HARTFORD LIFE

<TABLE>
<CAPTION>
PART A
- ----------------------------------------------------------------------------------------------------------------------------------
1. PROPOSED INSURED INFORMATION - COMPLETE FOR ALL APPLICATIONS.
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>
a. Name of Proposed Insured         b. Age         C. Sex             f. Date of Birth                  h. Social Sec. No.

                                    ----------------------------------------------------------------------------------------------
                                    d. Height      e. Weight          g. Place of Birth

- ----------------------------------------------------------------------------------------------------------------------------------
i. Residence Address                j. How Long?                      k. Former Residence               l. How Long?

- ----------------------------------------------------------------------------------------------------------------------------------
m. City, State Zip                                                    n. City, State Zip

- ----------------------------------------------------------------------------------------------------------------------------------
o. Occupation/Duties                p. How Long?                      q. Employer's Name and Address

- ----------------------------------------------------------------------------------------------------------------------------------
2. PROPOSED JOINT INSURED/OTHER COVERED INSURED INFORMATION - COMPLETE IF APPLICABLE.
- ----------------------------------------------------------------------------------------------------------------------------------
a. Name of Proposed Insured         b. Age         c. Sex             f. Date of Birth                  h. Social Sec. No.

                                    ----------------------------------------------------------------------------------------------
                                    d. Height      e. Weight          g. Place of Birth

- ----------------------------------------------------------------------------------------------------------------------------------
i. Residence Address                j. How Long?                      k. Former Residence               l. How Long?

- ----------------------------------------------------------------------------------------------------------------------------------
m. City, State Zip                                                    n. City, State Zip

- ----------------------------------------------------------------------------------------------------------------------------------
o. Occupation/Duties                p. How Long?                      q. Employer's Name and Address

- ----------------------------------------------------------------------------------------------------------------------------------
3. OWNER / BENEFICIARY INFORMATION - COMPLETE FOR ALL APPLICATIONS.
- ----------------------------------------------------------------------------------------------------------------------------------
a. Policy Owner Name and Address.                                     b. Soc. Sec. No. or Tax ID        c. Relationship to 
                                                                                                           Proposed Insured(s)

                                                                      ------------------------------------------------------------
                                                                      d. Owner is:
                                                                      //Individual  //Partnership  //Corporation  //Trustee
- ----------------------------------------------------------------------------------------------------------------------------------
c. Primary Beneficiary(s). Names(s)/Address/Soc. Sec. #               f. Relationship to                 g. % of Death Benefit
                                                                         Proposed Insured(s)

- ----------------------------------------------------------------------------------------------------------------------------------
h. Contingent Beneficiary. Names(s)/Address/Soc. Sec. #               i. Relationship to Proposed Insured(s)

- ----------------------------------------------------------------------------------------------------------------------------------
4. LIFE INSURANCE PLAN INFORMATION - COMPLETE FOR ALL APPLICATIONS.
- ----------------------------------------------------------------------------------------------------------------------------------
a. Name of Basic Policy  b. Face Amount of Policy (Indicated amount of Basic  h. Send Billing/Correspondence to Proposed Insured's
                            Face Amount and Supplemental Face Amount, if         //Residence         //Business
                            applicable)                                          //Policy Owner      //Other:____________________
- ----------------------------------------------------------------------------------------------------------------------------------
c. Death Benefit Options (Choose One)                                  i. Addition Benefits
// Option A (Level)                // Option C                            // Waiver of Premium   //Accidental Death Benefit
                                      (Return of Premium)                 // ____% Increase in Face Amount for __ Years(s)
// Option B (Return of             //Other                                   (Last Survivor Interest Sensitive Life Plans Only)
   Account Value)                                                         // Increase in Coverage Option Rider
- ------------------------------------------------------------------------     (Individual Variable Life Plans Only)
d. Automatic Premium Loan     // Yes   // No                              // Additional Insurance Benefit
- ------------------------------------------------------------------------     $__________Premium for ________Year(s)
e. Is this Insurance Part of a   If "YES", do you work                    // Other: _________// See Attached Sheet
   Qualified Retirement Plan?    on a full time basis?                    ----------------------------------------------------------
   // Yes  // No                 // Yes   // No                         j. Issue Policy if offered on a       Requested Policy
- -----------------------------------------------------------------------    Special Class Basis? //Yes  //No   Date:___________
f. Is this Insurance Part of a   If "YES", if you are an employee, have                                           --------------
   Corporate Owned Life          you have active at work at least 30    ----------------------------------------------------------
   Insurance Plan?               hours per week for the past 90 days    k. Special Requests (Attach Additional sheet 
   // Yes  // No                 doing your usual duties at your           if necessary.)
                                 normal place of work?                  
                                 // Yes   // No                         
- ----------------------------------------------------------------------
g. Premiums to be Paid
   //Annually   //Semi-annually  //Quarterly  // COM

- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                  APPLICATION CONTINUED
<PAGE>

PART B
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>               <C>
5.
                                                                                                                    Proposed
                                                                                                                 Joint/Other
                 ANSWER THE FOLLOWING QUESTIONS AND GIVE DETAILS                                  Proposed          Covered
                 OF "YES" ANSWERS UNDER # /7./ BELOW                                               Insured          Insured
                                                                                               -----------------------------------
                                                                                                  YES     NO        YES      NO
- ----------------------------------------------------------------------------------------------------------------------------------
a.  DURING THE PAST 5 YEARS HAVE YOU CONSULTED A PHYSICIAN OR
     VISITED A CLINIC OR HOSPITAL AS A PATIENT?                                                   //      //         //       //
- ----------------------------------------------------------------------------------------------------------------------------------
b.  HAVE YOU had insurance rejected or offered with an extra premium?                             //      //         //       //
- ----------------------------------------------------------------------------------------------------------------------------------
c.  DO YOU plan to travel or reside outside the United States? (If yes, state 
    when, where, how long.)                                                                      //      //         //       //
- ----------------------------------------------------------------------------------------------------------------------------------
d.  HAVE YOU smoked cigarettes in the past 12 months?                                             //      //         //       //
- ----------------------------------------------------------------------------------------------------------------------------------
e.  HAVE YOU used any other form of tobacco or nicotine replacement therapy in 
    the past 12 months (for example - cigars, pipes, chewing tobacco, nicorette gum, 
    nicotine patch or nasal spray)?  (If yes, specify substance(s).)                              //      //         //       //
- ----------------------------------------------------------------------------------------------------------------------------------
f.  HAVE YOU ever been arrested for drug possession, or had or been advised to 
    have treatment for alcohol or drug abuse?                                                     //      //         //       //
- ----------------------------------------------------------------------------------------------------------------------------------
g.  WILL YOU replace or change life insurance or annuities in any company if 
    this policy is issued?
      IF "YES", GIVE DETAILS.                                                                     //      //         //       //
- ----------------------------------------------------------------------------------------------------------------------------------
6.  HAVE YOU EVER HAD OR BEEN TREATED FOR:
    a.  Diabetes, heart attack, angina, chest pain, stroke, heart murmur, high blood 
        pressure, or other heart, blood or circulatory disorder?                                  //      //         //       //
- ----------------------------------------------------------------------------------------------------------------------------------
    b.  Emotional or nervous disorder, epilepsy, convulsions, brain or spinal cord 
        disorder, cancer or tumor?                                                                //      //         //       //
- ----------------------------------------------------------------------------------------------------------------------------------
    c.  Any disease of the kidney, liver, lung, lymph glands, muscles, bones, 
        stomach or intestines, AIDS, AIDS Related Complex or any immune deficiency disorder?      //      //         //       //
- ----------------------------------------------------------------------------------------------------------------------------------
Question    NAME OF                   7. GIVE COMPLETE DETAILS INCLUDING NAMES AND ADDRESSES OF DOCTORS AND HOSPITALS
Number      PERSON
- ----------------------------------------------------------------------------------------------------------------------------------

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

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

- ----------------------------------------------------------------------------------------------------------------------------------
8. DO YOU HAVE LIFE INSURANCE IN FORCE OR APPLIED FOR?  GIVE COMPANY, AMOUNT, PLAN, 
   ISSUE YEARS, OWNERSHIP AND IF WAIVER OF PREMIUM OR ACCIDENTAL DEATH BENEFITS ARE 
   INCLUDED.
- ----------------------------------------------------------------------------------------------------------------------------------
   Proposed Insured    //YES     NO//           Proposed Joint Insured     //YES         //NO
- ----------------------------------------------------------------------------------------------------------------------------------

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

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

- ----------------------------------------------------------------------------------------------------------------------------------
9. VARIABLE LIFE PLAN INFORMATION - COMPLETE IF APPLICABLE.
- ----------------------------------------------------------------------------------------------------------------------------------
a. Dollar Cost Averaging Option   //YES     // NO            h. NET PREMIUM ALLOCATION. SELECT UP TO 9 SUBACCOUNTS
   (Available on an Annual Mode Only)                           (0 OR MINIMUM OF 10%. MUST TOTAL 100%).
- ----------------------------------------------------------      IF USING SUPPLEMENT, DISREGARD THIS SECTION.
b. Guarantee Period
- ----------------------------------------------------------
SUITABILITY                                    YES    NO            FUND NAME                  % ALLOCATED
- ----------------------------------------------------------
c. Do you believe that this policy will        //     //            ---------------------      -----------%
   meet your insurance needs and financial
   objectives?                                                      ---------------------      -----------%
- ----------------------------------------------------------
d. DO YOU UNDERSTAND THAT THE AMOUNT AND      //     //             ---------------------      -----------%
   DURATION OF THE DEATH BENEFIT MAY VARY,
   DEPENDING ON THE INVESTMENT PERFORMANCE                          ---------------------      -----------%
   OF THE VARIABLE ACCOUNTS IN THE SEPARATE
   ACCOUNT?                                                         ---------------------      -----------%
- ----------------------------------------------------------
e. DO YOU UNDERSTAND THAT THE POLICY VALUES                         ---------------------      -----------%
   MAY INCREASE OR DECREASE, DEPENDING                              
   ON THE INVESTMENT PERFORMANCE OF THE                             ---------------------      -----------%
   VARIABLE ACCOUNTS IN THE SEPARATE ACCOUNT?                       
- ----------------------------------------------------------          ---------------------      -----------%
f. Did you receive the separate account
   prospectus for the policy applied for?                           FIXED ACCOUNT
- ----------------------------------------------------------          ---------------------      -----------%
g. Date of Separate Account Prospectus:
                                       -------------------
- ----------------------------------------------------------------------------------------------------------------------------------
                                          APPLICATION CONTINUED
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>               <C>
PART C
10.
                                                                                                                  Proposed
                                                                                                                 Joint/Other
 HAZARDOUS ACTIVITIES OF PROPOSED INSURED(S) - COMPLETE FOR ALL APPLICATIONS.                     Proposed         Covered
 PLEASE ANSWER ALL QUESTION "YES" OR "NO." EXPLAIN "YES" ANSWERS IN THE SPACE                      Insured         Insured
 PROVIDED.                                                                                     -----------------------------------
                                                                                                  YES     NO        YES      NO
- ----------------------------------------------------------------------------------------------------------------------------------
a. Within the past 3 years, have you been convicted of, pleaded guilty or no 
   contest to:
        (I).  three or more moving violations and/or accidents?                                   / /     / /        / /      / /
       (II).  driving under the influence of alcohol and/or drugs?                                / /     / /        / /      / /
     IF "YES", EXPLAIN:
- ----------------------------------------------------------------------------------------------------------------------------------
b. Have you ever been convicted of a felony or misdemeanor other than a minor 
   traffic violation?                                                                             / /     / /        / /      / /
    IF "YES", EXPLAIN:
- ----------------------------------------------------------------------------------------------------------------------------------
c. Are you a member, or do you intend to become a member, of the armed forces, 
   including the Reserves?                                                                        / /     / /        / /      / /
    IF "YES", EXPLAIN:
- ----------------------------------------------------------------------------------------------------------------------------------
d. Except for vacation trips, do you intend to travel outside the U.S. or Canada 
   within the next two years?                                                                     / /     / /        / /      / /
    IF "YES", EXPLAIN:
- ----------------------------------------------------------------------------------------------------------------------------------
e. Do you participate in aeronautics (hang-gliding, soaring, sky-diving, 
   ballooning, etc.)?                                                                             / /     / /        / /      / /
    IF "YES", EXPLAIN:
- -------------------------------------------------------------------------------------------
Jumps/Flights    Total # of jumps/Flights       Name of Club      Date Last Jump/Flight
per year


- ----------------------------------------------------------------------------------------------------------------------------------
f. Do you race, test or stunt drive automobiles, motorcycles, motor boats, or 
   jet powered vehicles, or do you use or race snow mobiles, dirt bikes, dune buggies, etc.?      / /     / /        / /      / /
      IF "YES", COMPLETE BELOW:
- --------------------------------------------------------------------------------------------
Type of vehicle    Type of terrain/race/course   # of Races or    Date of Last Race or Use
                                                  Uses/year


- ----------------------------------------------------------------------------------------------------------------------------------
g. Do you participate in skin or scuba diving?                                                    / /     / /        / /      / /
    IF "YES", COMPLETE BELOW:
- -------------------------------------------------------------------------------------------
Depth of Dives    # of Times per Year     Name of Club      Date of Last Dive


- ----------------------------------------------------------------------------------------------------------------------------------
h. Do you participate in any other hazardous sports or activities (mountain 
   climbing, competitive skiing, rodeos, etc.? IF "YES", EXPLAIN:                                 / /     / /        / /      / /
- ----------------------------------------------------------------------------------------------------------------------------------
i. Have you ever engaged in or do you plan to engage in any aviation activity 
   other than as a fare-paying passenger?                                                        / /     / /        / /      / /
    IF "YES", COMPLETE THE REMAINDER OF THIS SECTION.
- ----------------------------------------------------------------------------------------------------------------------------------
j. What types and kinds of planes do you fly or intend to fly?
- ----------------------------------------------------------------------------------------------------------------------------------
PERSON      FLIGHT STATUS        PILOT-MILITARY OR RESERVE         PILOT-CIVILIAN     CREW MEMBER
- ----------------------------------------------------------------------------------------------------------------------------------
            HOURS FLOWN
            PAST 12 MOS.
- ----------------------------------------------------------------------------------------------------------------------------------
            HOURS FLOWN
            1-2 YRS. AGO
- ----------------------------------------------------------------------------------------------------------------------------------
            HOURS NEXT
            12 MONTHS
- ----------------------------------------------------------------------------------------------------------------------------------
            Total Solo Hours       Total Hours Flown as a Pilot            Date of Last Flight

- ----------------------------------------------------------------------------------------------------------------------------------
k. Type of Pilot's Certificate(s) or Rating(s)? (check as appropriate)
   //Student    //Private    //Commercial    //ATR      //IFR
    Year Issued:
                --------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
l. If aviation avocation does not qualify for aviation coverage without 
   additional premium, issue policy as follows:
    //Aviation Coverage with Extra Premium        // Aviation Exclusion Rider
- ----------------------------------------------------------------------------------------------------------------------------------
REMARKS - IDENTIFY QUESTION, PROPOSED INSURED, AND ADDITIONAL DETAILS



- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                    APPLICATION CONTINUED

<PAGE>
PART D

<TABLE>
<CAPTION>

<S>                                                     <C>

11. AGREEMENT AND ACKNOWLEDGEMENT - COMPLETE FOR ALL APPLICATIONS.
- ----------------------------------------------------------------------------------------------------------------------------------

Each of the undersigned declares that: the statements and answers contained in this application are complete and true to the best 
of each person's knowledge and belief; and each agrees that coverage can take effect only if the Proposed Insured(s) is/are alive 
and all answers material to the risk are still true and complete when the policy is delivered and paid for.  I/We agree that the 
statements and answers contained in this application shall form the basis of any contract for life insurance that may be issued; 
and, a copy of this application shall be attached to and made part of the policy.  I/We have received a copy of the Company 
Compliance Illustration for the life insurance applied for herein.

I/We agree that only an Officer of the Company may alter the terms of the application, the Conditional Receipt or the policy, or 
waive any of the Company's rights or requirements.                                                                              


Signed at                              this           day of                                19           .
          ----------------------------     -----------       ------------------------------    ----------
X
  -----------------------------------------------------         -----------------------------------------------------------
          Signature of PROPOSED INSURED                         SIGNATURE OF PROPOSED JOINT INSURED / OTHER COVERED INSURED
   (PARENT OR GUARDIAN IF UNDER 15 YEARS OF AGE)                     (PARENT OR GUARDIAN IF UNDER 15 YEARS OF AGE) 

$                                                               X
 -------------------------------------------                    ------------------------------------------------------------
       Amount Received with Application                         Signature of APPLICANT/OWNER if other than Proposed Insured(s)



                                                                ------------------------------------------------------------
                                                                         Signature of Licensed Agent
- ---------------------------------------------------------------------------------------------------------------------------------
12.  AUTHORIZATION TO OBTAIN, RELEASE, AND DISCLOSE INFORMATION - COMPLETE FOR ALL APPLICATIONS.
- ---------------------------------------------------------------------------------------------------------------------------------

I authorize Hartford Life Insurance Company or Hartford Life and Annuity Insurance Company (Hartford) to complete a Personal 
History Interview and to obtain an Investigative Consumer Report on me or on my children.  I authorize the release of any medical 
or non-medical information that relates to: (1) past or current health conditions including illnesses; sicknesses; diseases; 
disabilities; disorders; accidents; or injuries; (2) confinements in any hospital; medical facility; or medical clinic; (3) 
outpatient treatment in any hospital; hospital emergency room; medical facility; or clinic; (4) treatment for alcohol abuse; drug 
abuse; or mental health protected by Federal Law.

This information may be released by any person or organization that has records or knowledge of my health or of the health of my 
children, if they are applying for insurance.  This includes any doctor; medical professional; health practitioner; therapist; 
counselor; hospital; clinic; insurer; reinsurer; consumer reporting firm; employer or the Medical Information Bureau (MIB).  This 
information may be released for the purpose of determining eligibility for insurance under a new or an existing policy.

This information may be released to Hartford or to their legal representative. I understand that the MIB will release records 
of information only to Hartford.

Hartford may release the information in their file(s) to: their reinsurers; the MIB; any other insurance company to whom I or my 
children apply for life or health insurance; or other persons and/or organizations performing business or legal services in 
connection with this application or a claim. Except as specified, this information will not be given, sold or transferred to any 
person without first obtaining my consent. This consent must be written and state the use and the need for such information.

I understand that if I request details about any of the medical information gathered about me or my children which relates to 
this application; (a) the medical information; and, (b) the identity of the medical care institution or the medical person who 
provided the information; shall be released to me or to a licensed medical person of my choice.

Upon written request, I will receive details of the method I must use to exercise my right to access, correct and amend any 
information gathered about me or my children which relates to this application. I may revoke, upon written request, the right to 
use this consent form except to the extent that action has already been taken. A photocopy of this consent form is as valid as 
the original. When requested in writing, I will receive a copy of this form. This consent form will expire: two years from the 
date of the contract; or, one year from the date below, if no contract has yet been issued.

Dated                               Signed  X
     ----------------------------             --------------------------------------------------------------
                                              PROPOSED INSURED (Parent or Guardian if under 15 years of Age)

Dated                               Signed
     ----------------------------             -----------------------------------------------------------
                                                  PROPOSED JOINT INSURED / OTHER COVERED INSURED
                                                  (PARENT OR GUARDIAN IF UNDER 15 YEARS OF AGE)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                 APPLICATION CONTINUED

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                 <C>
- -----------------------------------------------------------------------------------------------------------------------------------
PART E
AGENT INFORMATION - COMPLETE FOR ALL APPLICATIONS.
- -----------------------------------------------------------------------------------------------------------------------------------
1. How well do you know the Proposed Insured(s)?
- -----------------------------------------------------------------------------------------------------------------------------------
2. Do you have knowledge or reason to believe that replacement of existing life 
   insurance or annuities is involved in this transaction?
- -----------------------------------------------------------------------------------------------------------------------------------
3. Personal History Interview
      Most convenient time to call     //Morning       //Afternoon
      Place to call      //Home        //Business      //Phone number 
                                                                      ---------------------
      May we interview the Spouse of an adult member of the family:  //Yes     //No

      Show any unusual name pronunciation phonetically.
                                                        ---------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
4. Estimated annual income, net worth and marital status of Proposed Insured(s)?
- -----------------------------------------------------------------------------------------------------------------------------------
5. Give the purpose of this insurance and the nature of the Owner/Applicant's 
   insurance interest.
- -----------------------------------------------------------------------------------------------------------------------------------
6. Policy Information: (COMPLIANCE ILLUSTRATION MUST ACCOMPANY EACH APPLICATION.)
   Annual Scheduled Premium:  First Year $                          Subsequent Years $
                                          ----------------------                      -----------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
7. This Application is submitted on the following basis:    //Medically     //Non-medically
                                                                            //Other
   Has a medical examination been arranged?    //Yes    //No
- -----------------------------------------------------------------------------------------------------------------------------------
   REMARKS - IDENTIFY QUESTION AND GIVE DETAILS
- -----------------------------------------------------------------------------------------------------------------------------------



- -----------------------------------------------------------------------------------------------------------------------------------
    IF THE APPLICATION PACKAGE IS NOT BEING SUBMITTED THROUGH YOUR BROKER/DEALER, CONTACT THAT BROKER/DEALER FOR THEIR SUITABILITY
    REQUIREMENTS. WE SUGGEST YOU SEND YOUR BROKER/DEALER A COPY OF PART A (PAGE 1), SECTION 9, (PAGE 2) (SUITABILITY AND FUND 
    SELECTION) AND PART E (AGENT INFORMATION) OF THE APPLICATION, ALONG WITH A COPY OF THE ILLUSTRATION USED IN THE FINAL SALE.
- -----------------------------------------------------------------------------------------------------------------------------------
    PRODUCER CERTIFICATION - COMPLETE FOR ALL APPLICATIONS.
- -----------------------------------------------------------------------------------------------------------------------------------
1.  I CERTIFY that I asked each question separately; the answers were recorded as given; and, they are complete and accurate
    to the best of my knowledge and belief.
2.  I CERTIFY that I am duly licensed in the state in which this application was signed.
3.  I have given the Proposed Insured(s) the appropriate Disclosure documents.
4.  For Variable Life Business, I CERTIFY that I am a NASD Registered Representative.
5.  I have complied with state and federal laws on disclosure, cost comparison and replacement.
6.  I have reviewed the purchase of this insurance policy as to suitability.

    X
     --------------------------------------                           ------------------------------------
    Signature(s) of Writing Agent(s).                                  Writing Agent's Code Number
- -----------------------------------------------------------------------------------------------------------------------------------
    PAY COMMISSIONS AS INDICATED BELOW (COMMISSION SPLITS ARE AT WRITING AGENT LEVEL)                      SPLIT
- -----------------------------------------------------------------------------------------------------------------------------------
AGENT NAME                               AGENT CODE           SOCIAL SEC./TAX I.D.                     1st Yr.         Renewal
- --------------------------------------------------------------------------------------------------------------------------------

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

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

- -----------------------------------------------------------------------------------------------------------------------------------
Sales Office Use Only:   F.O.#               Staff Code               Advanced Und. Code            Marketing Code
                               ------                    -------                          -------                    -------
- -----------------------------------------------------------------------------------------------------------------------------------
    WHEN CONDITIONAL RECEIPT CAN BE USED
- -----------------------------------------------------------------------------------------------------------------------------------
An advance payment may be accepted and the Conditional Receipt may be given ONLY under the following conditions:

1. The advance premium is at least equal to the amount of THE FULL FIRST PREMIUM FOR THE MODE SELECTED.
2. The answers in Part B, questions 5f AND 6 ARE "NO".
3. The Proposed Insured(s) appear to be STANDARD RISKS in all respects.
4. The Conditional receipt is given and the advance premium is collected ONLY AT THE TIME THE APPLICATION IS TAKEN and signed.
5. The application does not contain a request for POSTDATING.
6. The AGENT DOES NOT MAKE AN ADVANCE PAYMENT for the Proposed Insured or Applicant. If this is done, loss of the agent's 
   license could result.
7. The proposed Insured(s) is/are 75 YEARS OLD OR LESS, age last birthday.
8. The amount of insurance applied for does not exceed $500,000.
- -----------------------------------------------------------------------------------------------------------------------------------
                                           AGENT'S REPORT
</TABLE>

<PAGE>


                            CONDITIONAL RECEIPT

  VALID FOR USE WITH LIFE INSURANCE ON PROPOSED INSURED(S) AGE 75 OR LESS WITH
         THE AMOUNTS OF INSURANCE APPLIED FOR NOT IN EXCESS OF $500,000.

If any person proposed for coverage has answered "Yes" to question 5f or 6, 
NO PAYMENT may be accepted with the application.

1.  NO COVERAGE WILL BECOME EFFECTIVE PRIOR TO DELIVERY OF THE POLICY APPLIED
    FOR UNLESS AND UNTIL ALL THE CONDITIONS OF THIS RECEIPT HAVE BEEN FULFILLED
    EXACTLY:
   (a)  The amount of payment taken with the application must be at least
        equal to the amount of the full first premium for the mode of payment
        selected in the application and for the amount of insurance which may
        become effective prior to delivery of the policy.

   (b) All medical examinations, test, x-rays and electrocardiograms required
        by the Company must be completed and received at its National Service
        Center in Minneapolis, Minnesota within 60 days from the date of 
        completion of Part 1 of this application.

    (c) As of the effective date, as defined below, each person proposed for
        insurance in this application must be a risk insurable in accordance
        with the Company's rules, limits, and standards for the plan and the
        amount applied for without any modification either as to plan, amount,
        riders and/or the rate of premium paid.

    (d) As of the effective date, the state of health and all factors affecting
        the insurability of each and every person proposed for insurance must
        be as stated in the application.

2.   Subject to the conditions of paragraph 1, insurance, as provided by the
     terms and conditions of the policy applied for and in use on the effective
     date, but for an amount not exceeding that specified in paragraph 3, will
     become effective as of the effective date. "Effective date", as used
     herein, is the later of: (a) the date of completion of Part 1 of the
     application, or (b) the date of completion of all medical examinations,
     tests, x-rays and electrocardiograms required by the Company. The effective
     date is determined separately for each person proposed for coverage.

3.   The total amount of insurance which may become effective on any person
     proposed for insurance shall not exceed $500,000 of life insurance, 
     including any accidental death insurance benefits.

4.   If one or more of the conditions of paragraph 1 have not been fulfilled
     exactly, there shall be no liability on the part of the Company except to
     return the applicable payment in exchange for this Receipt.

5.   NO AGENT OR ANY OTHER PERSON IS AUTHORIZED BY THE COMPANY TO WAIVE OR
     MODIFY IN ANY WAY ANY OF THE PROVISIONS OF THIS CONDITIONAL RECEIPT.

If all the conditions are not fulfilled exactly, the insurance will take 
effect when the policy is delivered to the owner stated in the application; 
but only if at the time of such delivery there has been no change in 
insurability as represented in the application.

All premium checks must be made payable to the Insurance Company.  Do not 
make checks payable to the agent or leave the payee blank.

Received a check totaling $              from                   in connection
                           ------------       ----------------
with the application for life insurance totaling $              , bearing the 
                                                  -------------
same date as this Conditional Receipt.


Dated at                   this  day of 
         -----------------              ----------------
                  , 19    .
- -----------------     ----

                                             ---------------------------------
                                                   Signature of Agent

I acknowledge possession of this receipt and I certify that I have read it 
and the agreement in the application.  The terms and conditions of this 
receipt, to which I agree, and the agreement in this application have been 
explained to me fully by the agent and I understand them.


                                            X
                                             ---------------------------------
                                                   Signature of Applicant


THIS RECEIPT IS TO BE DETACHED AND GIVEN TO THE APPLICANT AT THE TIME OF 
                  APPLICATION IF ANY MONEY IS TAKEN


                             HO COPY



<PAGE>
                                                              EXHIBIT 1.3

                                        [LOGO]
                                        HARTFORD LIFE



November 16, 1998
                                        LYNDA GODKIN, SENIOR VICE PRESIDENT,
                                        GENERAL COUNSEL & CORPORATE SECRETARY


Board of Directors
Hartford Life and Annuity Insurance Company
200 Hopmeadow Street 
Simsbury, CT  06089

RE:  SEPARATE ACCOUNT VL II
     HARTFORD LIFE  AND ANNUITY INSURANCE COMPANY
     INITIAL FILING

Dear Sir/Madam:

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

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

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

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

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

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

Sincerely,

/s/ Lynda Godkin

Lynda Godkin



<PAGE>

                                                                  EXHIBIT 1.4
                                                          Organizational Chart


<TABLE>
<CAPTION>

<S>                                                                            <C>
                                                 THE HARTFORD 
                                  The Hartford Financial Services Group, Inc.
                                                  (Delaware)
                                                       |
- -------------------------------------------------------------------------------------------------------------
                                             Nutmeg Insurance Company             The Hartford Investment
                                                  (Connecticut)                       Management Company
                                                       |                                 (Delaware)
                                        Hartford Fire Insurance Company                      |
                                                  (Connecticut)                     Hartford Investment
                                                       |                              Services, Inc.
                                   Hartford Accident and Indemnity Company             (Connecticut)
                                                  (Connecticut)
                                                       |
                                              Hartford Life, Inc.
                                                  (Delaware)
                                                       |
                                 Hartford Life and Accident Insurance Company
                                                  (Connecticut)
                                                       |
                                                       |
                                                       |
- -------------------------------------------------------------------------------------------------------------
Alpine Life    Hartford Financial         Hartford Life        American Maturity      ITT Hartford Canada
Insurance      Services Life              Insurance Company    Life Insurance         Holdings, Inc.
Company        Insurance Co.              (Connecticut)        Company                (Canada)
(New Jersey)   (Connecticut)                        |          (Connecticut)               |
                                                    |               |                      |
                                                    |          AML Financial, Inc.         |
                                                    |          (Connecticut)          Hartford Life
                                                    |                                 Insurance Company
                                                    |                                 of Canada
                                                    |                                 (Canada)
                                                    |
                                                    |
- -------------------------------------------------------------------------------------------------------------
Hartford Life and Annuity         ITT Hartford International      Hartford Financial Services   Royal Life
Insurance Company                 Life Reassurance Corporation    Corporation                   Insurance
(Connecticut)                     (Connecticut)                   (Delaware)                    Company of
      |                                                               |                         America
      |                                                               |                         (Connecticut)
      |                                                               |
ITT Hartford Life, Ltd.                                               |
(Bermuda)                                                             |
                                                                      |
                                                                      |
- -------------------------------------------------------------------------------------------------------------
MS Fund         HL Funding       HL Investment    Hartford       Hartford Securities      Hartford-Comp. Emp.
America         Company, Inc.    Advisors, Inc.   Equity Sales   Distribution             Benefit Service
1993-K, Inc.    (Connecticut)    (Connecticut)    Company, Inc.  Company, Inc.            Company
(Delaware)                            |           (Connecticut)  (Connecticut)            (Connecticut)
                                      |
                                 Hartford Investment
                                 Financial Services 
                                 Company
                                 (Delaware)
</TABLE>




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