ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCT VL II, 485BPOS, 1999-04-13

ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCT VL II
485BPOS, 1999-04-13

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<PAGE>

As filed with the Securities and Exchange Commission on April 13, 1999.

File No. 333-67373

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-6

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

A. Exact name of trust: Separate Account 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

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b) of Rule 485
------
X on May 3, 1999 pursuant to paragraph (b) of Rule 485
------
60 days after filing pursuant to paragraph (a)(1) of Rule 485
------
on ___________ pursuant to paragraph (a)(1) of Rule 485
------
this post-effective amendment designates a new effective date for
------ a previously filed post-effective amendment.

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

<PAGE>
RECONCILIATION AND TIE BETWEEN
FORM N-8B-2 AND PROSPECTUS

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

<PAGE>
Item No. of Form N-8B-2 Caption In Prospectus
----------------------- ---------------------
<S> <C>
35. Statement of Additional Information -
Distribution of the Policies
36. Not required by Form S-6
37. Not Applicable
38. Statement of Additional Information -
Distribution of the Policies
39. Statement of Additional Information -
Distribution of the Policies
40. Not Applicable
41. Statement of Additional Information -
Distribution of the Policies
42. Not Applicable
43. Not Applicable
44. Premiums
45. Not Applicable
46. Premiums; Making Withdrawals From Your
Policy
47. About Us - The Funds
48. Cover Page; About Us - Hartford Life
and Annuity Insurance Company
49. Not Applicable
50. About Us - Separate Account VL II
51. Not Applicable
52. About Us - The Funds
53. Taxes
54. Not Applicable
55. Not Applicable
56. Not Required by Form S-6
57. Not Required by Form S-6
58. Not Required by Form S-6
59. Not Required by Form S-6
</TABLE>

<PAGE>

PART A

<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 investment options you select and the Fixed Account.

The following Sub-Accounts are available under the policy:

<TABLE>
<CAPTION>
SUB-ACCOUNT PURCHASES SHARES OF:
- -------------------------------------------- ----------------------------------------------------------
<S> <C> <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 of
Hartford Series Fund, Inc.
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,
Sub-Account Inc.
Hartford MidCap Fund Sub-Account -- Class IA of Hartford MidCap HLS Fund, Inc.
Hartford Mortgage Securities Fund -- Class IA of Hartford Mortgage Securities HLS Fund, Inc.
Sub-Account
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
Sub-Account Putnam Variable Trust
Putnam VT Diversified Income Fund -- Class IA of Putnam VT Diversified Income Fund of Putnam
Sub-Account Variable Trust
Putnam VT Global Asset Allocation Fund -- Class IA of Putnam VT Global Asset Allocation Fund of
Sub-Account Putnam Variable Trust
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 Sub-Account -- Class IA of Putnam VT Growth and Income Fund of Putnam
Variable Trust
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 Income Fund Sub-Account -- Class IA of Putnam VT Income Fund of Putnam Variable Trust
Putnam VT International Growth Fund -- Class IA of Putnam VT International Growth Fund of Putnam
Sub-Account Variable Trust
Putnam VT International Growth and Income -- Class IA of Putnam VT International Growth and Income Fund
Fund Sub-Account of Putnam Variable Trust
Putnam VT International New Opportunities -- Class IA of Putnam VT International New Opportunities Fund
Fund Sub-Account of Putnam Variable Trust
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
SUB-ACCOUNT PURCHASES SHARES OF:
- -------------------------------------------- ----------------------------------------------------------
<S> <C> <C>
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 Sub-Account -- Class IA of Putnam VT New Opportunities Fund of Putnam
Variable Trust
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 -- Class IA of Putnam VT OTC & Emerging Growth Fund of Putnam
Sub-Account Variable Trust
Putnam VT The George Putnam Fund of Boston -- Class IA of Putnam VT The George Putnam Fund of Boston of
Sub-Account Putnam Variable Trust
Putnam VT Utilities Growth and Income Fund -- Class IA of Putnam VT Utilities Growth and Income Fund of
Sub-Account 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
Sub-Account Products Fund
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
Sub-Account Insurance Products Fund II
</TABLE>

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
Commissions' 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: MAY 3, 1999

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 3
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY OF BENEFITS AND RISKS......................................... 4
FEE TABLES............................................................ 5
ABOUT US.............................................................. 7
Hartford Life and Annuity Insurance Company......................... 7
Separate Account VL II.............................................. 7
The Funds........................................................... 7
CHARGES AND DEDUCTIONS................................................ 11
YOUR POLICY........................................................... 13
PREMIUMS.............................................................. 15
DEATH BENEFITS AND POLICY VALUES...................................... 17
MAKING WITHDRAWALS FROM YOUR POLICY................................... 18
LOANS................................................................. 19
LAPSE AND REINSTATEMENT............................................... 19
TAXES................................................................. 20
LEGAL PROCEEDINGS..................................................... 24
OTHER MATTERS......................................................... 24
GLOSSARY OF SPECIAL TERMS............................................. 26
WHERE YOU CAN FIND MORE INFORMATION................................... 27
</TABLE>

<PAGE>
4 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 inforce 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 the investment options you choose. 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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 5
- --------------------------------------------------------------------------------

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. Under certain circumstances (usually if you prefund future
benefits in seven years or less), your policy may become a modified endowment
policy under federal tax law. If these circumstances were to occur, loans and
other pre-death distributions are includable in gross income on an income first
basis, and may be subject to a 10% penalty (unless you have attained age
59 1/2). You should consult with a tax adviser before taking steps that may
affect whether your policy becomes a modified endowment policy. See "Taxes."

FEE TABLES

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 WHEN CHARGE IS DEDUCTED AMOUNT DEDUCTED CHARGE IS 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 Policies surrendered during the
When you make certain Face Amount year and equals a percentage times first nine policy years.
decreases. the sum of two components: the Policies where the Face Amount is
When you take certain withdrawals. sales surrender charge and the reduced below the initial Face
underwriting surrender charge. The Amount during the first nine
sales surrender charge equals the policy years.
Death Benefit Guarantee Premium.
The underwriting surrender charge
equals $1 per $1000 of initial
face amount, but is at least $500
and no more than $3000.
</TABLE>
<PAGE>

6 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
POLICIES FROM WHICH
CHARGE WHEN CHARGE IS DEDUCTED AMOUNT DEDUCTED CHARGE IS DEDUCTED
---------------------- ---------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C> <C>
The percentage by policy years is
as follows:
Policy
Year Percentage
1 70%
2 70%
3 70%
4 60%
5 50%
6 40%
7 30%
8 20%
9 10%
10 and after 0%
Face Amount Each month for 12 months beginning 1/12 of $1 per month per thousand Policies where the owner has made
Increase 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 WHEN CHARGE IS DEDUCTED AMOUNT DEDUCTED CHARGE IS 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 $1000 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>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 7
- --------------------------------------------------------------------------------

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

ABOUT US

HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY

Hartford Life and Annuity Insurance Company is a stock life insurance
company engaged in the business of writing life insurance and annuities, both
individual and group, in all states of the United States, the District of
Columbia and Puerto Rico, except New York. On January 1, 1998, Hartford's name
changed from ITT Hartford Life and Annuity Insurance Company to Hartford Life
and Annuity Insurance Company. We were originally incorporated under the laws of
Wisconsin on January 9, 1956, and subsequently redomiciled to Connecticut. Our
offices are located in Simsbury, Connecticut; however, our mailing address is
P.O. Box 2999, Hartford, CT 06104-2999. We are ultimately controlled by The
Hartford Financial Services Group, Inc., one of the largest financial service
providers in the United States.

HARTFORD RATINGS

<TABLE>
<CAPTION>
EFFECTIVE
DATE OF
RATING AGENCY RATING RATING BASIS OF RATING
- -------------------- ------------- ------ ------------------------------
<S> <C> <C> <C>
A.M. Best and
Company, Inc........ 1/1/99 A+ Financial performance
Standard & Poor's... 6/1/98 AA Insurer financial strength
Duff & Phelps....... 12/21/98 AA+ Claims paying ability
</TABLE>

SEPARATE ACCOUNT 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. Separate Account VL II was established on September 30, 1994 under the
laws of Connecticut.

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.

We do not guarantee the investment results of any of the underlying Funds.
Since each underlying Fund has different investment objectives, each is subject
to different risks. These risks and the Funds' expenses are described in the
prospectuses for the Funds, which are attached to this Prospectus, and the
Funds' Statements of Additional Information, which may be ordered from us. You
should read the following investment objectives and the prospectuses for each of
the Funds listed below for detailed information about each Fund before
investing. All Funds may not be available in all states.

<PAGE>
8 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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."

HARTFORD ADVISERS HLS FUND -- Seeks maximum long-term total rate of return
by investing in common stocks and other equity securities, bonds and other debt
securities, and money market instruments. Sub-advised by Wellington Management.

HARTFORD BOND HLS FUND -- Seeks maximum current income consistent with
preservation of capital by investing primarily in investment grade fixed-income
securities. Up to 20% of the total assets of this Fund may be invested in debt
securities rated in the highest category below investment grade ("Ba" by Moody's
Investor Services, Inc. or "BB" by Standard & Poor's) or, if unrated, are
determined to be of comparable quality by the Fund's investment adviser.
Securities rated below investment grade are commonly referred to as "high
yield-high risk securities" or "junk bonds." For more information concerning the
risks associated with investing in such securities, please refer to the section
in the accompanying prospectus for the Funds entitled "Hartford Bond HLS Fund,
Inc." Sub-advised by HIMCO.

HARTFORD CAPITAL APPRECIATION HLS FUND -- Seeks growth of capital by
investing in equity securities selected solely on the basis of potential for
capital appreciation. Sub-advised by Wellington Management.

HARTFORD DIVIDEND AND GROWTH HLS FUND -- Seeks a high level of current
income consistent with growth of capital by investing primarily in dividend
paying equity securities. Sub-advised by Wellington Management.

HARTFORD GROWTH AND INCOME HLS FUND -- Seeks growth of capital and current
income by investing primarily in equity securities with earnings growth
potential and steady or rising dividends. Sub-advised by Wellington Management.

HARTFORD INDEX HLS FUND -- Seeks to provide investment results which
approximate the price and yield performance of publicly-traded common stocks in
the aggregate, as represented by the Standard & Poor's 500 Composite Stock Price
Index.* Sub-advised by HIMCO.

HARTFORD INTERNATIONAL ADVISERS HLS FUND -- Seeks maximum long-term total
return by investing in a portfolio of equity, debt and money market securities.
Securities in which the Fund invests primarily will be denominated in non-U.S.
currencies and will be traded in non-U.S. markets. Sub-advised by Wellington
Management.

HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND -- Seeks growth of capital by
investing primarily in equity securities issued by non-U.S. companies.
Sub-advised by Wellington Management.

HARTFORD MIDCAP HLS FUND -- Seeks to achieve long-term capital growth
through capital appreciation by investing primarily in equity securities of
companies with market capitalizations within the range represented by the
Standard & Poor's MidCap 400 Index. Sub-advised by Wellington Management.

HARTFORD MONEY MARKET HLS FUND -- Seeks maximum current income consistent
with liquidity and preservation of capital. Sub-advised by HIMCO.

HARTFORD MORTGAGE SECURITIES HLS FUND -- Seeks maximum current income
consistent with safety of principal and maintenance of liquidity by investing
primarily in mortgage-related securities, including securities issued by the
Government National Mortgage Association. Sub-advised by HIMCO.

HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within a range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.

HARTFORD STOCK HLS FUND -- Seeks long-term growth of capital by investing
primarily in equity securities. Sub-advised by Wellington Management.

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

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

PUTNAM VT THE GEORGE PUTNAM FUND OF BOSTON -- Seeks to provide a balanced
investment composed of a well-diversified portfolio of stocks and bonds which
will produce both capital growth and current income.

* "STANDARD & POOR'S-REGISTERED TRADEMARK-," "S&P-REGISTERED TRADEMARK-," "S&P
500-REGISTERED TRADEMARK-," "STANDARD & POOR'S 500," AND "500" ARE TRADEMARKS
OF THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED FOR USE BY HARTFORD
LIFE AND ANNUITY INSURANCE COMPANY. THE HARTFORD INDEX FUND, INC. ("INDEX
FUND") IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD & POOR'S AND
STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE ADVISABILITY OF
INVESTING IN THE INDEX FUND.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 9
- --------------------------------------------------------------------------------

PUTNAM VT GLOBAL ASSET ALLOCATION FUND -- Seeks a high level of long-term
total return consistent with preservation of capital by investing in U.S.
equities, international equities, U.S. fixed income securities, and
international fixed income securities.

PUTNAM VT GLOBAL GROWTH FUND -- Seeks capital appreciation through a
globally diversified portfolio of common stocks.

PUTNAM VT GROWTH AND INCOME FUND -- Seeks capital growth and current income
by investing primarily in common stocks that offer potential for capital growth,
current income, or both.

PUTNAM VT HEALTH SCIENCES FUND -- Seeks capital appreciation by investing
primarily in common stocks and other securities of companies in the health
sciences industries.

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

PUTNAM VT INCOME FUND -- Seeks high current income consistent with what
Putnam Management believes to be prudent risk. The Fund will normally invest
mostly in bonds and other debt securities, and, to a lesser degree, in preferred
stocks.

PUTNAM VT INTERNATIONAL GROWTH FUND -- Seeks capital appreciation by
investing primarily in equity securities of companies located in a country other
than the United States.

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

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

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

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

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

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

PUTNAM VT OTC & EMERGING GROWTH FUND -- Seeks capital appreciation by
investing primarily in common stocks that Putnam Management believes have
potential for capital appreciation significantly greater than that of market
averages.

PUTNAM VT RESEARCH FUND -- Seeks capital appreciation. The fund is not
intended to be a complete investment program, and there is no assurance it will
achieve its objective.

PUTNAM VT UTILITIES GROWTH AND INCOME FUND -- Seeks capital growth and
current income by concentrating its investments in debt and equity securities
issued by companies in the public utilities industries.

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

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

FIDELITY VIP EQUITY-INCOME PORTFOLIO -- Seeks reasonable income by investing
primarily in income-producing equity securities. In choosing these securities,
the Portfolio Manager will also consider the potential for capital appreciation.
The Portfolio's goal is to achieve a yield which

<PAGE>
10 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

exceeds the composite yield on the securities comprising the Standard & Poor's
Index 500.

In addition, the Portfolio may invest in high yield, lower-rated securities
(commonly referred to as "junk bonds") which are subject to greater risk than
investments in higher-rated securities. For a further discussion of lower-rated
securities, see "Risks of Lower-Rated Debt Securities" in the Fidelity
prospectus for this Portfolio.

FIDELITY VIP OVERSEAS PORTFOLIO -- Seeks long-term growth of capital
primarily through investments in foreign securities and provides a means for
aggressive investors to diversify their own portfolios by participating in
companies and economies outside of the United States.

International funds have increased economic and political risks as they are
exposed to events and factors in the various world markets. These risks may be
greater for funds that invest in emerging markets.

FIDELITY VIP II ASSET MANAGER PORTFOLIO -- Seeks high total return with
reduced risk over the long-term by allocating its assets among stocks, bonds and
short-term money market instruments.

INVESTMENT ADVISERS -- HL Investment Advisors, LLC is investment adviser for
the Hartford Funds. Wellington Management Company, LLP ("Wellington Management")
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, Hartford International Advisers HLS Fund,
Inc., Hartford 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. Each Hartford Fund, except for the Hartford Growth and Income HLS Fund, is
a separate Maryland corporation registered with the Securities and Exchange
Commission as an open-end management investment company. The Hartford Growth and
Income HLS Fund is a diversified series of Hartford Series Fund, Inc., a
Maryland corporation, also registered with the Securities and Exchange
Commission as an open-end management investment company. The shares of each Fund
have been divided into Class IA and Class IB. Only Class IA shares are available
in this policy.

Putnam Investment Management, Inc. ("Putnam Management") serves as the
investment manager for the Putnam Funds. Putnam Management is ultimately
controlled by Marsh & McLennan Companies, Inc., a publicly owned holding company
whose principal businesses are international insurance brokerage and employee
benefit consulting.

Fidelity Management & Research Company is investment adviser for the
Fidelity VIP Funds.

MIXED AND SHARED FUNDING -- Shares of the Funds may be sold to our other
separate accounts and our insurance company affiliates or other unaffiliated
insurance companies to serve as the underlying investment for both variable
annuity contracts and variable life insurance policies, a practice known as
"mixed and shared funding." As a result, there is a possibility that a material
conflict may arise between the interests of policy owners, and of owners of
other contracts whose contract values are allocated to one or more of these
other separate accounts investing in any one of the Funds. In the event of any
such material conflicts, we will consider what action may be appropriate,
including removing the Fund from the Separate Account or replacing the Fund with
another underlying fund. There are certain risks associated with mixed and
shared funding, as disclosed in the prospectuses for the Funds.

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%.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 11
- --------------------------------------------------------------------------------

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:

(1) the charge for the cost of insurance;

(2) the monthly administrative charge;

(3) the mortality and expense risk charge;

(4) any Face Amount increase fee;

(5) 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 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.
<PAGE>
12 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 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 $1000 of initial face amount, but is at least
$500 and no more than $3000.

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;
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 13
- --------------------------------------------------------------------------------

(b) the premiums paid, monthly deduction amounts and any loans since your last
statement;

(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 -- Except for transfers made under 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.

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
<PAGE>
14 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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.

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 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.

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.

CLASS OF PURCHASERS

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 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.

You will receive several different types of notifications as to what your
current premium allocation is. Each transaction confirmation received after we
receive a premium payment will show how a Net Premium has been allocated.
Additionally, each quarterly statement summarizes the current premium allocation
in effect for your policy.

ACCUMULATION UNITS -- Net Premiums allocated to the Sub-Accounts are used to
credit accumulation units to such Sub-Accounts.
<PAGE>
16 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 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,
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 17
- --------------------------------------------------------------------------------

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.

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.

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 $1000. 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.
<PAGE>
18 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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
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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 19
- --------------------------------------------------------------------------------

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 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. 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;

(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 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;

(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

(d) the Surrender Charge at the time of reinstatement.
<PAGE>
20 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

The surrender charge will be based on the duration from the original policy
date as though the policy had never lapsed.

TAXES

GENERAL

SINCE FEDERAL TAX LAW IS COMPLEX, THE TAX CONSEQUENCES OF PURCHASING THIS
POLICY WILL VARY DEPENDING ON YOUR SITUATION. YOU MAY NEED TAX OR LEGAL ADVICE
TO HELP YOU DETERMINE WHETHER PURCHASING THIS POLICY IS RIGHT FOR YOU.

Our general discussion of the tax treatment of this policy is based on our
understanding of federal income tax laws as they are currently interpreted. A
detailed description of all federal income tax consequences regarding the
purchase of this policy cannot be made in the prospectus. We also do not discuss
state, municipal or other tax laws that may apply to this policy. For detailed
information, you should consult with a qualified tax adviser familiar with your
situation.

TAXATION OF HARTFORD
AND THE SEPARATE ACCOUNT

The Separate Account is taxed as a part of Hartford which is taxed as a life
insurance company under Subchapter L of the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under Subchapter M of the Code. Investment income
and realized capital gains on the assets of the Separate Account (the underlying
Funds) are reinvested and are taken into account in determining the value of the
Accumulation Units. (See "Detailed Description of Policy Benefits and Provisions
- -- 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.

INCOME TAXATION OF POLICY BENEFITS -- GENERALLY

For federal income tax purposes, the Policies should be treated as life
insurance contracts under Section 7702 of the Code. The death benefit under a
life insurance contract is generally excluded from the gross income of the
Beneficiary. Also, a life insurance policy owner is generally not taxed on
increments in the contract value until the policy is partially or completely
surrendered. Section 7702 limits the amount of premiums that may be invested in
a policy that is treated as life insurance. Hartford intends to monitor premium
levels to assure compliance with the Section 7702 requirements.

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, 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 Rider allows a policy owner to extend the
Maturity Date to the date of the death of the last surviving insured. If the
Maturity Date of the policy is extended by rider, 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

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 21
- --------------------------------------------------------------------------------

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

The Code requires that investments supporting your policy be adequately
diversified. Code Section 817 provides that a variable life insurance contract
will not be treated as a life insurance contract for any period during which the
investments made by the separate account or underlying fund are not adequately
diversified. If a contract is not treated as a life insurance contract, the
policy owner will be subject to income tax on annual increases in cash value.

The Treasury Department's diversification regulations require, among other
things, that:

- - no more than 55% of the value of the total assets of the segregated asset
account underlying a variable contract is represented by any one investment,

- - no more than 70% is represented by any two investments,

- - no more than 80% is represented by any three investments and

- - no more than 90% is represented by any four investments.

In determining whether the diversification standards are met, all securities
of the same issuer, all interests in the same real property project, and all
interests in the same commodity are each treated as a single investment. In the
case of government securities, each government agency or instrumentality is
treated as a separate issuer.

A separate account must be in compliance with the diversification standards
on the last day of each calendar quarter or within 30 days after the quarter
ends. If an insurance company inadvertently fails to meet the diversification
requirements, the company may still comply within a reasonable period and avoid
the taxation of contract income on an ongoing basis. However, either the company
or the policy owner must agree to pay the tax due for the period during which
the diversification requirements were not met.

We monitor the diversification of investments in the separate accounts and
test for diversification as required by the Code. We intend to administer all
policies subject to the diversification requirements in a manner that will
maintain adequate diversification.

OWNERSHIP OF THE ASSETS IN
THE SEPARATE ACCOUNT

In order for a variable life insurance contract to qualify for tax deferral,
assets in the separate accounts supporting the contract must be considered to be
owned by the insurance company and not by the policy owner. It is unclear under
what circumstances an investor is considered to have enough control over the
assets in the separate account to be considered the owner of the assets for tax
purposes.

The IRS has issued several rulings discussing investor control. These
rulings say that certain incidents of ownership by the policy owner, such as the
ability to select and control investments in a separate account, will cause the
policy owner to be treated as the owner of the assets for tax purposes.

In its explanation of the diversification regulations, the Treasury
Department recognized that the temporary regulations "do not provide guidance
concerning the circumstances in which investor control of the investments of a
segregated asset account may cause the investor, rather than the insurance
company, to be treated as the owner of the assets in the account." The
explanation further indicates that "the temporary regulations provide that in
appropriate cases a segregated asset account may include multiple sub-accounts,
but do not specify the extent to which policyholders may direct their
investments to particular sub-accounts without being treated as the owners of
the underlying assets. Guidance on this and other issues will be provided in
regulations or revenue rulings under Section 817(d), relating to the definition
of variable contract."

The final regulations issued under Section 817 did not provide guidance
regarding investor control, and as of the date of this prospectus, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.

Due to the lack of specific guidance on investor control, there is some
uncertainty about when a policy owner is considered the owner of the assets for
tax purposes. We reserve the right to modify the policy, as necessary, to
prevent you from being considered the owner of assets in the separate account.

TAX DEFERRAL DURING ACCUMULATION PERIOD

Under existing provisions of the Code, except as described below, any
increase in an owner's contract value is generally not taxable to the owner
unless amounts are received (or are deemed to be received) under the policy
prior to the Insured's death. If there is a total withdrawal from the policy,
then the surrender value will be includible in the 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 owner.) The "investment in the contract" is the
aggregate amount of premium payments and other consideration paid for the
policy, less the aggregate amount received under the policy

<PAGE>
22 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 policy constitute income to the owner depends, in part,
upon whether the policy 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 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 within
the first seven years, the seven-pay test is applied 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 contract is classified as a MEC, then withdrawals from
the contract will be considered first as withdrawals of income and then as a
recovery of premium payments. Thus, withdrawals will be includible in income to
the extent the contract value exceeds the investment in the contract. The amount
of any loan (including unpaid interest thereon) under the contract will be
treated as a withdrawal from the contract for tax purposes. In addition, if the
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 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 loan under a policy that is a
MEC, an 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 loan or 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 $650,000 (for
1999) from the estate and gift tax. The Taxpayer Relief Act of 1997 gradually
raises the credit over the next seven years to $1,000,000. In addition, an
unlimited marital deduction may be available for federal estate and gift tax
purposes. The unlimited marital deduction permits the deferral of taxes until
the death of the surviving spouse.

If the policy owner (whether or not he or she is an Insured) transfers
ownership of the policy to someone two or more generations younger, the transfer
may be subject to the generation skipping transfer tax, the taxable amount being
the value of the policy. The generation-skipping transfer tax provisions
generally apply to transfers which would be subject to the gift and estate tax
rules. Individuals are generally allowed an aggregate generation skipping
transfer exemption of $1 million as adjusted for inflation. Because these rules
are complex, the policy owner should consult with a qualified tax adviser for
specific information if ownership is passing to younger generations.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 23
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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 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

IN GENERAL -- The Year 2000 issue relates to the ability or inability of
computer hardware, software and other information technology (IT) systems, as
well as non-IT systems, such as equipment and machinery with imbedded chips and
microprocessors, to properly process information and data containing or related
to dates beginning with the year 2000 and beyond. The Year 2000 issue exists
because, historically, many IT and non-IT systems that are in use today were
developed years ago when a year was identified using a two-digit date field
rather than a four-digit date field. As information and data containing or
related to the century date are introduced to date sensitive systems, these
systems may recognize the year 2000 as "1900", or not at all, which may result
in systems processing information incorrectly. This, in turn, may significantly
and adversely affect the integrity and reliability of information databases of
IT systems, may cause the malfunctioning of certain non-IT systems, and may
result in a wide variety of adverse consequences to a company. In addition, Year
2000 problems that occur with third parties with which a company does business,
such as suppliers, computer vendors, distributors and others, may also adversely
affect any given company.

The integrity and reliability of Hartford's IT systems, as well as the
reliability of its non-IT systems, are integral aspects of Hartford's business.
Hartford issues insurance policies, annuities, mutual funds and other financial
products to individual and business customers, nearly all of which contain date
sensitive data, such as policy expiration dates, birth dates and premium payment
dates. In addition, various IT systems support communications and other systems
that integrate Hartford's various business segments and field offices. Hartford
also has business relationships with numerous third parties that affect
virtually all aspects of Hartford's business, including, without limitation,
suppliers, computer hardware and software vendors, insurance agents and brokers,
securities broker-dealers and other distributors of financial products, many of
which provide date sensitive data to Hartford, and whose operations are
important to Hartford's business.

INTERNAL YEAR 2000 EFFORTS AND TIMETABLE -- Beginning in 1990, Hartford
began working on making its IT systems Year 2000 ready, either through
installing new programs or

<PAGE>
24 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

replacing systems. Since January 1998, Hartford's Year 2000 efforts have focused
on the remaining Year 2000 issues related to IT and non-IT systems in all of
Hartford's business segments. These Year 2000 efforts include the following five
main initiatives: (1) identifying and assessing Year 2000 issues; (2) taking
actions to remediate IT and non-IT systems so that they are Year 2000 ready; (3)
testing IT and non-IT systems for Year 2000 readiness; (4) deploying such
remediated and tested systems back into their respective production
environments; and (5) conducting internal and external integrated testing of
such systems. As of December 31, 1998, Hartford substantially completed
initiatives (1) through (4) of its internal Year 2000 efforts. Hartford has
begun initiative (5) and management currently anticipates that such activity
will continue into the fourth quarter of 1999.

THIRD PARTY YEAR 2000 EFFORTS AND TIMETABLE -- Hartford's Year 2000 efforts
include assessing the potential impact on Hartford of third parties' Year 2000
readiness. Hartford's third party Year 2000 efforts include the following three
main initiatives: (1) identifying third parties which have significant business
relationships with Hartford, including, without limitation, insurance agents,
brokers, third party administrators, banks and other distributors and servicers
of financial products, and inquiring of such third parties regarding their Year
2000 readiness; (2) evaluating such third parties' responses to Hartford's
inquiries; and (3) based on the evaluation of third party responses (or a third
party's failure to respond) and the significance of the business relationship,
conducting additional activities with respect to third parties as determined to
be necessary in each case. These activities may include conducting additional
inquiries, more in-depth evaluations of Year 2000 readiness and plans, and
integrated IT systems testing. Hartford has completed the first third party
initiative and, as of early 1999, had substantially completed evaluating third
party responses received. Hartford has begun conducting the additional
activities described in initiative (3) and management currently anticipates that
it will continue to do so through the end of 1999. However, notwithstanding
these third party Year 2000 efforts, Hartford does not have control over these
third parties and, as a result, Hartford cannot currently determine to what
extent future operating results may be adversely affected by the failure of
these third parties to adequately address their Year 2000 issues.

YEAR 2000 COSTS -- The costs of Hartford's Year 2000 program that were
incurred through the year ended December 31, 1997 were not material to
Hartford's financial condition or results of operations. The after-tax costs of
Hartford's Year 2000 efforts for the year ended December 31, 1998 were
approximately $3 million. Management currently estimates that after-tax costs
related to the Year 2000 program to be incurred in 1999 will be less than $10
million. These costs are being expensed as incurred.

RISKS AND CONTINGENCY PLANS -- If significant Year 2000 problems arise,
including problems arising with third parties, failures of IT and non-IT systems
could occur, which in turn could result in substantial interruptions in
Hartford's business. In addition, Hartford's investing activities are an
important aspect of its business and Hartford may be exposed to the risk that
issuers of investments held by it will be adversely impacted by Year 2000
issues. Given the uncertain nature of Year 2000 problems that may arise,
especially those related to the readiness of third parties discussed above,
management cannot determine at this time whether the consequences of Year 2000
related problems that could arise will have a material impact on Hartford's
financial condition or results of operations.

Hartford is in the process of developing certain contingency plans so that
if, despite its Year 2000 efforts, Year 2000 problems ultimately arise, the
impact of such problems may be avoided or minimized. These contingency plans are
being developed based on, among other things, known or reasonably anticipated
circumstances and potential vulnerabilities. The contingency planning also
includes assessing the dependency of Hartford's business on third parties and
their Year 2000 readiness. Hartford currently anticipates that internal and
external contingency plans will be substantially complete by the end of the
second quarter of 1999. However, in many contexts, Year 2000 issues are dynamic,
and ongoing assessments of business functions, vulnerabilities and risks must be
made. As such, new contingency plans may be needed in the future and/or existing
plans may need to be modified as circumstances warrant.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 25
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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>
26 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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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

<PAGE>

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

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

STATEMENT OF ADDITIONAL INFORMATION
SEPARATE ACCOUNT VL II

This Statement of Additional Information is not a prospectus. We will send
you a prospectus if you write us at P.O. Box 2999, Hartford, CT 06104-2999, or
if you call us at 1-800-231-5453.

DATE OF PROSPECTUS: MAY 3, 1999
DATE OF STATEMENT OF ADDITIONAL INFORMATION: MAY 3, 1999

<PAGE>
2 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GENERAL INFORMATION AND HISTORY....................................... 3
SERVICES.............................................................. 6
EXPERTS............................................................... 6
DISTRIBUTION OF THE POLICIES.......................................... 6
ADDITIONAL INFORMATION ABOUT CHARGES.................................. 7
ILLUSTRATION OF BENEFITS.............................................. 8
FINANCIAL STATEMENTS.................................................. SA-1
</TABLE>

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION 3
- --------------------------------------------------------------------------------

GENERAL INFORMATION
AND HISTORY

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY ("HARTFORD") -- Hartford Life
and Annuity Insurance Company is a stock life insurance company engaged in the
business of writing life insurance and annuities, both individual and group, in
all states of the United States, the District of Columbia and Puerto Rico,
except New York. On January 1, 1998, Hartford's name changed from ITT Hartford
Life and Annuity Insurance Company to Hartford Life and Annuity Insurance
Company. We were originally incorporated under the laws of Wisconsin on January
9, 1956, and subsequently redomiciled to Connecticut. Our offices are located in
Simsbury, Connecticut; however, our mailing address is P.O. Box 2999, Hartford,
CT 06104-2999. We are ultimately controlled by The Hartford Financial Services
Group, Inc., one of the largest financial service providers in the United
States.

Hartford 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.

The following table shows a brief description of the business experience of
officers and directors of Hartford Life and Annuity Insurance Company:

Gregory A. Boyko Senior Vice President, Vice President & Controller (1995-1997), Hartford Life Insurance
Director, 1997* Company; Director (1997-Present); Senior Vice President
(1997-Present), Chief Financial Officer & Treasurer
(1997-1998); Vice President & Controller (1995-1997), Hartford
Life and Accident Insurance Company; Director (1997-Present);
Senior Vice President, Chief Financial Officer & Treasurer
(1997-Present); Vice President and Controller (1995-1997),
Hartford Life Insurance Company; Senior Vice President, Chief
Financial Officer & Treasurer (1997-Present), Hartford Life,
Inc.; Chief Financial Officer (1994-1995), IMG American Life;
Senior Vice President (1992-1994), Connecticut Mutual Life
Insurance Company.

Peter W. Cummins Senior Vice President, 1997 Vice President (1993-1997), Hartford; Senior Vice President,
(1997-Present); Vice President (1989-1997), Hartford Life and
Accident Insurance Company; Senior Vice President
(1997-Present); Vice President (1989-1997); Senior Vice
President (1997-Present); Vice President (1989-1997), Hartford
Life Insurance Company.

Timothy M. Fitch Vice President, 1995 Vice President (1995-Present); Actuary (1994-Present); Assistant
Actuary, 1997 Vice President (1992-1995), Hartford Life and Accident
Insurance Company; Vice President (1995-Present); Actuary
(1994-Present); Assistant Vice President (1992-1995), Hartford
Life Insurance Company.
</TABLE>

<PAGE>

4 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
POSITION WITH HARTFORD; OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
NAME YEAR OF ELECTION FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS
- --------------------------- ------------------------------------- ----------------------------------------------------------------
<S> <C> <C>
Mary Jane B. Fortin Vice President & Chief Accounting Vice President & Chief Accounting Office (1998-Present),
Officer, 1998 Hartford Life Insurance Company; Vice President & Chief
Accounting Officer, (1998-Present), Royal Life Insurance
Company of America; Vice President & Chief Accounting Officer
(1998-Present) Alpine Life Insurance Company; Chief Accounting
Officer (1997-Present), Hartford Life, Inc.; Director, Finance
(1995-1997), Value Health, Inc.; Senior Manager (1993-1995),
Coopers and Lybrand; Audit Manager (1993-1996) Arthur Andersen
& Co.

David T. Foy Senior Vice President & Senior Vice President (1998-Present), Vice President (1998),
Treasurer, 1998 Assistant Vice President (1995-1998), Hartford; Senior Vice
President (1998-Present), Hartford Life and Accident Insurance
Company; Director, Strategic Planning Corporate Finance
(1995-1996), IA Product Development (1994-1995), Hartford;
Various Actuarial Roles (1989-1993) Milliman & Robertson.

Lynda Godkin Senior Vice President, 1997 Assistant General Counsel and Secretary (1994-1995), Hartford;
General Counsel, 1996 Director (1997-Present); Senior Vice President (1997-Present);
Corporate Secretary, 1996 General Counsel (1996-Present); Corporate Secretary
Director, 1997* (1995-Present); Associate General Counsel (1995-1996);
Assistant General Counsel and Secretary (1994-1995); Counsel
(1990-1994), Hartford Life and Accident Insurance Company;
Senior Vice President (1997-Present); General Counsel
(1996-Present); Corporate Secretary (1995-Present); Director
(1997-Present); Associate General Counsel (1995-1996);
Assistant General Counsel and Secretary (1994-1995); Counsel
(1990-1994), Hartford Life Insurance Company; Vice President
and General Counsel (1997-Present), Hartford Life, Inc.

Lois W. Grady Senior Vice President, 1998 Vice President (1994-1998), Hartford; Senior Vice President
Vice President, 1994 (1998-Present); Vice President (1993-1997); Assistant Vice
President (1987-1993), Hartford Life and Accident Insurance
Company; Senior Vice President (1998-Present); Vice President
(1994-1997); Assistant Vice President (1987-1994), Hartford
Life Insurance Company.

Stephen T. Joyce Vice President, 1997 Assistant Vice President (1995-1997), Hartford; Assistant Vice
President (1994-1997), Hartford Life and Accident Insurance
Company; Vice President (1997-Present); Assistant Vice
President (1994-1997), Hartford Life Insurance Company.

Michael D. Keeler Vice President, 1998 Vice President (1998-Present); Hartford Life and Accident
Insurance Company; Vice President (1995-1997), Providian
Insurance; Supervisor/ Manager (1985-1995), U.S. West
Communications.
</TABLE>

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION 5
- --------------------------------------------------------------------------------

Thomas M. Marra Executive Vice President, 1996 Senior Vice President (1993-1996); Director of Individual
Director, Individual Life and Annuities (1991-1993), Hartford; Director (1994-Present);
Annuity Division, 1993 Executive Vice President (1995-Present); Director, Individual
Director, 1994* Life and Annuity Division (1994-Present); Senior Vice
President (1994-1995); Vice President (1989-1994); Actuary
(1987-1997), Hartford Life and Accident Insurance Company;
Director (1994-Present); Executive Vice President
(1995-Present); Director, Individual Life and Annuity Division
(1994-Present); Senior Vice President (1994-1995); Vice
President (1989-1994); Actuary (1987-1995), Hartford Life
Insurance Company; Executive Vice President, Individual Life
and Annuities (1997-Present), Hartford Life, Inc.

Steven L. Matthieson Vice President, 1984 Director of New Business (1984-1997), Hartford.

Craig R. Raymond Senior Vice President, 1997 Vice President (1993-1997); Assistant Vice President
Chief Actuary, 1994 (1992-1993); Actuary (1989-1994), Hartford; Senior Vice
President (1997-Present); Chief Actuary (1995-Present); Vice
President (1993-1997); Actuary (1990-1995), Hartford Life and
Accident Insurance Company; Senior Vice President
(1997-Present); Chief Actuary (1994-Present); Vice President
(1993-1997); Assistant Vice President (1992-1993); Actuary
(1989-1994), Hartford Life Insurance Company; Vice President
and Chief Actuary (1997-Present), Hartford Life, Inc.

Lowndes A. Smith President, 1989 Chief Operating Officer (1989-1997), Hartford; Director
Chief Executive Officer, 1997 (1981-Present); President (1989-Present); Chief Executive
Director, 1985* Officer (1997-Present); Chief Operating Officer (1989-1997),
Hartford Life and Accident Insurance Company; Director
(1981-Present); President (1989-Present), Chief Executive
Officer (1997-Present); Chief Operating Officer (1989-1997),
Hartford Life Insurance Company; Chief Executive Officer and
President and Director (1997-Present), Hartford Life, Inc.

David M. Znamierowski Senior Vice President, 1997 Vice President (1997) Senior Vice President (1997) Director,
Director, 1998 Risk Management Strategy (1996) Director (1998), Hartford;
Director (1998-Present); Senior Vice President (1997-Present);
Hartford Life and Accident Insurance Company; Vice President,
Investment Strategy (1997-Present), Hartford Life, Inc.; Vice
President, Investment Strategy & Policy (1991-1996), Aetna
Life and Casualty.
</TABLE>

- ---------

* Denotes date of election to Board of Directors of Hartford.

** Affiliated Company of The Hartford Financial Services Group, Inc.

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

<PAGE>
6 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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.

EXPERTS

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 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.

ACTUARIAL EXPERT -- The hypothetical Policy illustrations included in this
Statement of Additional Information and the registration statement with respect
to the Separate Account have been approved by Kenneth A. McCullum, FSA, MAAA,
Assistant Vice President and Director, Individual Life Product Development, for
Hartford, and are included in reliance upon his opinion as to their
reasonableness.

DISTRIBUTION OF POLICIES

Hartford Equity Sales Company, Inc. ("HESCO") serves as principal
underwriter for the policies and will offer the policies on a continuous basis.
HESCO is controlled by Hartford and is located at the same address as Hartford.
HESCO 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").

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

During the first Policy Year, the maximum sales commission payable to
Hartford agents, independent registered insurance brokers, and other registered
broker-dealers, is 45% of the premium paid up to a Target Premium, and 5% of any
excess. In Policy Years 2 through 10, such sales commission will not exceed 5.5%
of premiums paid. Thereafter, agent commissions will not exceed 2% of premiums
paid. Sales commissions may be less for premiums attributable to Supplemental
Face Amount. Additionally, expense allowances may be paid. A sales
representative may be required to return all or a portion of the commissions
paid if the Policy terminates prior to the Policy's second Policy Anniversary.

Broker-dealers or financial institutions are compensated according to a
schedule set forth HESCO and any applicable rules or regulations for variable
insurance compensation. Compensation is generally based on premium payments.
This compensation is usually paid from the sales charges described in the
Prospectus.

In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HESCO, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or other financial institutions based
on total sales by the broker-dealer or financial institution of insurance
products. These payments, which may be different for broker-dealers or financial
institutions, will be made by HESCO, its affiliates or Hartford out of their
assets and will not effect the amounts paid by the policy owner to purchase,
hold or surrender variable insurance products.

The following table shows officers and directors of HESCO:

<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES
- ----------------------- ----------------------------------------
<S> <C>
Lowndes A. Smith President and Chief Executive Officer,
Director
Thomas M. Marra Executive Vice President, Director
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>

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION 7
- --------------------------------------------------------------------------------

ADDITIONAL INFORMATION
ABOUT CHARGES

SALES LOAD -- The maximum sales load under the policy is 6% of premium in
order to cover expenses related to the sale and distribution of the Policy.

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 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.

<PAGE>
8 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

ILLUSTRATION OF DEATH BENEFITS, ACCOUNT VALUES
AND CASH SURRENDER VALUES

The following tables illustrate the way in which a Policy operates. They
show how the Death Benefit, Account Values and Cash Surrender Values could vary
over an extended period of time assuming hypothetical gross rates of return
equal to constant after tax annual rates of 0%, 6% and 12%. The illustrations
assume the following: (a) a male, preferred non-nicotine, age 55, and a female,
preferred non-nicotine, age 55, with $1,000,000 of Face Amount, a Death Benefit
Guarantee Amount of $500,000, and a premium of $10,000.00 paid in all years; (b)
a male, preferred non-nicotine, age 55, and a female, preferred non-nicotine,
age 55, with $1,000,000 of Face Amount, a Death Benefit Guarantee Amount of
$1,000,000, and a premium of $20,000.00 paid in all years.

The Death Benefit, Account Value and Cash Surrender Value for a Policy would
be different from those shown if the rates of return averaged 0%, 6% and 12%
over a period of years, but also fluctuated above or below those averages for
individual Policy Years. They would also differ if any Policy loan was made
during the period of time illustrated.

The tables reflect the deductions of current Policy charges and guaranteed
Policy charges for a single gross interest rate. The Death Benefits, Account
Values and Cash Surrender Values would change if current Cost of Insurance
charges change.

The amounts shown for the Death Benefits, Account Values and Cash Surrender
Values as of the end of each Policy Year take into account an average daily
charge equal to an annual charge of 0.71% of the average daily net assets of the
Funds for investment advisory and administrative services fees. The gross annual
investment return rates of 0%, 6% and 12% on the Fund's assets are equal to net
annual investment return rates (net of the 0.71% average daily charge) of
- -0.71%, 5.29% and 11.29%, respectively.

In addition, the Death Benefits, Account Values and Cash Surrender Values as
of the end of each Policy Year take into account the front-end sales load,
premium tax charge (assumed to be 1.75% in these illustrations), Cost of
Insurance charge, monthly administrative fee, and mortality and expense risk
charge.

The hypothetical returns shown in the tables are without any tax charges
that may be allocable to the Separate Account in the future. In order to produce
after-tax returns of 0%, 6%, and 12%, the Separate Account would have to earn a
sufficient amount in excess of 0%, 6%, 12%, respectively, to cover any tax
charges.

The "Premium Paid Plus Interest" column of each table shows the amount which
would accumulate if the initial premium was invested to earn interest, after
taxes, of 5% per year, compounded annually.

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

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION 9
- --------------------------------------------------------------------------------

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$250,000 FACE AMOUNT
ISSUE AGE 45 MALE PREFERRED
$3,250 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.29% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS -------------------------------------- --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ----------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 3,413 2,191 -- 250,000 2,191 -- 250,000
2 6,996 4,736 1,736 250,000 4,736 1,736 250,000
3 10,758 7,479 4,479 250,000 7,479 4,479 250,000
4 14,708 10,436 7,436 250,000 10,436 7,436 250,000
5 18,856 13,707 10,707 250,000 13,625 10,625 250,000

6 23,212 17,241 14,541 250,000 17,061 14,361 250,000
7 27,785 21,082 18,682 250,000 20,760 18,360 250,000
8 32,586 25,257 23,157 250,000 24,737 22,637 250,000
9 37,628 29,793 27,993 250,000 29,010 27,210 250,000
10 42,922 34,727 33,227 250,000 33,601 32,101 250,000

11 48,481 40,519 39,334 250,000 38,685 37,500 250,000
12 54,317 46,982 46,082 250,000 44,176 43,276 250,000
13 60,446 54,068 53,468 250,000 50,121 49,521 250,000
14 66,880 61,845 61,545 250,000 56,566 56,266 250,000
15 73,637 70,390 70,240 250,000 63,557 63,407 250,000

16 80,731 79,793 79,793 250,000 71,154 71,154 250,000
17 88,180 90,158 90,158 250,000 79,425 79,425 250,000
18 96,002 101,599 101,599 250,000 88,439 88,439 250,000
19 104,214 114,253 114,253 250,000 98,286 98,286 250,000
20 112,838 128,289 128,289 250,000 109,079 109,079 250,000

25 162,869 228,454 228,454 265,006 183,522 183,522 250,000
30 226,723 399,878 399,878 427,870 316,735 316,735 338,906
</TABLE>

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

THESE VALUES REFLECT CURRENT FRONT-END SALES LOADS OF 2% IN YEARS 1 THROUGH
10 AND 0% THEREAFTER, AND GUARANTEED FRONT-END SALES LOADS OF 2% IN ALL
YEARS. THE SURRENDER CHARGE EFFECTIVE IN ANY YEAR CAN BE DETERMINED BY
SUBTRACTING THE CASH SURRENDER VALUE FROM THE ACCOUNT VALUE.

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>

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

<PAGE>
10 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$250,000 FACE AMOUNT
ISSUE AGE 45 MALE PREFERRED
$3,250 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.29% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ---------- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 3,413 2,043 -- 250,000 2,043 -- 250,000
2 6,996 4,299 1,299 250,000 4,299 1,299 250,000
3 10,758 6,589 3,589 250,000 6,589 3,589 250,000
4 14,708 8,909 5,909 250,000 8,909 5,909 250,000
5 18,856 11,336 8,336 250,000 11,255 8,255 250,000

6 23,212 13,789 11,089 250,000 13,617 10,917 250,000
7 27,785 16,286 13,886 250,000 15,985 13,585 250,000
8 32,586 18,820 16,720 250,000 18,343 16,243 250,000
9 37,628 21,384 19,584 250,000 20,676 18,876 250,000
10 42,922 23,972 22,472 250,000 22,969 21,469 250,000

11 48,481 26,921 25,736 250,000 25,314 24,129 250,000
12 54,317 30,029 29,129 250,000 27,599 26,699 250,000
13 60,446 33,170 32,570 250,000 29,813 29,213 250,000
14 66,880 36,334 36,034 250,000 31,934 31,634 250,000
15 73,637 39,507 39,357 250,000 33,934 33,784 250,000

16 80,731 42,677 42,677 250,000 35,781 35,781 250,000
17 88,180 45,825 45,825 250,000 37,440 37,440 250,000
18 96,002 48,927 48,927 250,000 38,859 38,859 250,000
19 104,214 51,954 51,954 250,000 39,981 39,981 250,000
20 112,838 54,882 54,882 250,000 40,748 40,748 250,000

25 162,869 68,426 68,426 250,000 36,805 36,805 250,000
30 226,723 73,726 73,726 250,000 6,846 6,846 250,000
</TABLE>

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>

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

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION 11
- --------------------------------------------------------------------------------

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$250,000 FACE AMOUNT
ISSUE AGE 45 MALE PREFERRED
$3,250 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-.71% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS -------------------------------------- --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ----------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 3,413 1,896 -- 250,000 1,896 -- 250,000
2 6,996 3,881 881 250,000 3,881 881 250,000
3 10,758 5,770 2,770 250,000 5,770 2,770 250,000
4 14,708 7,560 4,560 250,000 7,560 4,560 250,000
5 18,856 9,323 6,323 250,000 9,244 6,244 250,000

6 23,212 10,977 8,277 250,000 10,814 8,114 250,000
7 27,785 12,537 10,137 250,000 12,257 9,857 250,000
8 32,586 13,995 11,895 250,000 13,560 11,460 250,000
9 37,628 15,343 13,543 250,000 14,707 12,907 250,000
10 42,922 16,574 15,074 250,000 15,684 14,184 250,000

11 48,481 17,966 16,781 250,000 16,558 15,373 250,000
12 54,317 19,344 18,444 250,000 17,235 16,335 250,000
13 60,446 20,571 19,971 250,000 17,705 17,105 250,000
14 66,880 21,631 21,331 250,000 17,946 17,646 250,000
15 73,637 22,506 22,356 250,000 17,931 17,781 250,000

16 80,731 23,176 23,176 250,000 17,631 17,631 250,000
17 88,180 23,620 23,620 250,000 17,011 17,011 250,000
18 96,002 23,804 23,804 250,000 16,022 16,022 250,000
19 104,214 23,693 23,693 250,000 14,608 14,608 250,000
20 112,838 23,253 23,253 250,000 12,716 12,716 250,000

25 162,869 16,205 16,205 250,000 -- -- --
30 226,723 -- -- -- -- -- --
</TABLE>

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>

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

<PAGE>
12 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$250,000 FACE AMOUNT
ISSUE AGE 45 MALE PREFERRED PLUS
$3,250 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.29% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS -------------------------------------- --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ----------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 3,413 2,281 -- 250,000 2,191 -- 250,000
2 6,996 4,932 1,932 250,000 4,736 1,736 250,000
3 10,758 7,799 4,799 250,000 7,479 4,479 250,000
4 14,708 10,901 7,901 250,000 10,436 7,436 250,000
5 18,856 14,333 11,333 250,000 13,625 10,625 250,000

6 23,212 18,053 15,325 250,000 17,061 14,334 250,000
7 27,785 22,106 19,651 250,000 20,760 18,305 250,000
8 32,586 26,523 24,341 250,000 24,737 22,556 250,000
9 37,628 31,336 29,427 250,000 29,010 27,101 250,000
10 42,922 36,586 34,949 250,000 33,601 31,965 250,000

11 48,481 42,741 41,377 250,000 38,685 37,321 250,000
12 54,317 49,608 48,517 250,000 44,176 43,085 250,000
13 60,446 57,155 56,336 250,000 50,121 49,303 250,000
14 66,880 65,458 64,913 250,000 56,566 56,020 250,000
15 73,637 74,604 74,331 250,000 63,557 63,285 250,000

16 80,731 84,691 84,691 250,000 71,154 71,154 250,000
17 88,180 95,834 95,834 250,000 79,425 79,425 250,000
18 96,002 108,161 108,161 250,000 88,439 88,439 250,000
19 104,214 121,824 121,824 250,000 98,286 98,286 250,000
20 112,838 137,004 137,004 250,000 109,079 109,079 250,000

25 162,869 245,068 245,068 284,279 183,522 183,522 250,000
30 226,723 428,130 428,130 458,099 316,735 316,735 338,906
</TABLE>

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION 13
- --------------------------------------------------------------------------------

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$250,000 FACE AMOUNT
ISSUE AGE 45 MALE PREFERRED PLUS
$3,250 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.29% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ---------- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 3,413 2,130 -- 250,000 2,043 -- 250,000
2 6,996 4,484 1,484 250,000 4,299 1,299 250,000
3 10,758 6,883 3,883 250,000 6,589 3,589 250,000
4 14,708 9,325 6,325 250,000 8,909 5,909 250,000
5 18,856 11,879 8,879 250,000 11,255 8,255 250,000

6 23,212 14,475 11,748 250,000 13,617 10,890 250,000
7 27,785 17,128 14,674 250,000 15,985 13,530 250,000
8 32,586 19,833 17,652 250,000 18,343 16,161 250,000
9 37,628 22,586 20,677 250,000 20,676 18,767 250,000
10 42,922 25,382 23,746 250,000 22,969 21,332 250,000

11 48,481 28,561 27,197 250,000 25,314 23,950 250,000
12 54,317 31,912 30,821 250,000 27,599 26,508 250,000
13 60,446 35,323 34,504 250,000 29,813 28,995 250,000
14 66,880 38,787 38,242 250,000 31,934 31,388 250,000
15 73,637 42,295 42,023 250,000 33,934 33,661 250,000

16 80,731 45,838 45,838 250,000 35,781 35,781 250,000
17 88,180 49,403 49,403 250,000 37,440 37,440 250,000
18 96,002 52,971 52,971 250,000 38,859 38,859 250,000
19 104,214 56,522 56,522 250,000 39,981 39,981 250,000
20 112,838 60,038 60,038 250,000 40,748 40,748 250,000

25 162,869 77,653 77,653 250,000 36,805 36,805 250,000
30 226,723 90,756 90,756 250,000 6,846 6,846 250,000
</TABLE>

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>

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

<PAGE>
14 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

DEATH BENEFIT OPTION: LEVEL
$250,000 FACE AMOUNT
ISSUE AGE 45 MALE PREFERRED PLUS
$3,250 PLANNED PREMIUM

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-.71% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS -------------------------------------- --------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- --------------- ----------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 3,413 1,981 -- 250,000 1,896 -- 250,000
2 6,996 4,055 1,055 250,000 3,881 881 250,000
3 10,758 6,040 3,040 250,000 5,770 2,770 250,000
4 14,708 7,931 4,931 250,000 7,560 4,560 250,000
5 18,856 9,795 6,795 250,000 9,244 6,244 250,000

6 23,212 11,557 8,829 250,000 10,814 8,086 250,000
7 27,785 13,231 10,776 250,000 12,257 9,802 250,000
8 32,586 14,810 12,628 250,000 13,560 11,378 250,000
9 37,628 16,287 14,378 250,000 14,707 12,798 250,000
10 42,922 17,655 16,019 250,000 15,684 14,048 250,000

11 48,481 19,194 17,831 250,000 16,558 15,194 250,000
12 54,317 20,720 19,629 250,000 17,235 16,144 250,000
13 60,446 22,108 21,290 250,000 17,705 16,887 250,000
14 66,880 23,345 22,800 250,000 17,946 17,401 250,000
15 73,637 24,416 24,143 250,000 17,931 17,659 250,000

16 80,731 25,303 25,303 250,000 17,631 17,631 250,000
17 88,180 25,988 25,988 250,000 17,011 17,011 250,000
18 96,002 26,440 26,440 250,000 16,022 16,022 250,000
19 104,214 26,631 26,631 250,000 14,608 14,608 250,000
20 112,838 26,531 26,531 250,000 12,716 12,716 250,000

25 162,869 21,791 21,791 250,000 -- -- --
30 226,723 2,675 2,675 250,000 -- -- --
</TABLE>

THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
</TABLE>

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

<PAGE>
Hartford Life and Annuity Insurance Company SA-1
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life and Annuity Insurance Company
Separate Account Variable Life Two and to the
Owners of Units of Interest therein:

We have audited the accompanying statements of assets and liabilities of
Hartford Life and Annuity Insurance Company Separate Account Variable Life Two
(Bond Fund, Stock Fund, Money Market Fund, Advisers Fund, Capital Appreciation
Fund, Mortgage Securities Fund, Index Fund, International Opportunities Fund,
Dividend and Growth Fund, Fidelity VIP Equity-Income Fund, Fidelity VIP Overseas
Fund, Fidelity VIP II Asset Manager Fund, Growth and Income Fund, International
Advisers Fund, Small Company Fund, and MidCap Fund) (collectively, the Account)
as of December 31, 1998, and the related statements of operations and the
statements of changes in net assets for the periods presented. These financial
statements are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Account as of December
31, 1998, and the results of their operations and the changes in their net
assets for the periods presented in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP

Hartford, Connecticut
February 16, 1999
<PAGE>
SA-2 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT VARIABLE LIFE TWO

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998

<TABLE>
<CAPTION>
BOND STOCK
FUND FUND
SUB-ACCOUNT SUB-ACCOUNT
-------------- --------------
<S> <C> <C>
ASSETS:
Investments:
Hartford Bond HLS
Fund, Inc. - Class
IA
Shares 2,132,205
Cost $2,318,402
Market Value......... $ 2,304,199 --
Hartford Stock HLS
Fund, Inc. - Class IA
Shares 791,346
Cost $4,632,387
Market Value......... -- $ 5,192,546
Hartford Money Market
HLS Fund, Inc. - Class
IA
Shares 12,981,615
Cost $12,981,615
Market Value......... -- --
Hartford Advisers HLS
Fund, Inc. - Class IA
Shares 1,091,175
Cost $3,029,766
Market Value......... -- --
Hartford Capital
Appreciation HLS Fund,
Inc. - Class IA
Shares 729,577
Cost $3,165,354
Market Value......... -- --
Hartford Mortgage
Securities HLS Fund,
Inc. - Class IA
Shares 40,097
Cost $44,447
Market Value......... -- --
Hartford Index HLS
Fund, Inc. - Class IA
Shares 2,920,622
Cost $8,806,337
Market Value......... -- --
Hartford International
Opportunities HLS
Fund, Inc. - Class IA
Shares 1,085,187
Cost $1,406,135
Market Value......... -- --
Due from Hartford Life
and Annuity Insurance
Company................. 37 26,077
Receivable from fund
shares sold............. -- --
-------------- --------------
Total Assets............. 2,304,236 5,218,623
-------------- --------------
LIABILITIES:
Due to Hartford Life and
Annuity Insurance
Company................. -- --
Payable for fund shares
purchased............... 44 26,052
-------------- --------------
Total Liabilities........ 44 26,052
-------------- --------------
Net Assets (variable life
contract liabilities)... $ 2,304,192 $ 5,192,571
-------------- --------------
-------------- --------------
Units Owned by
Participants............ 1,551,309 1,654,836
Unit Values.............. $ 1.485321 $ 3.137815
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SA-3
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CAPITAL MORTGAGE INTERNATIONAL
MONEY MARKET ADVISERS APPRECIATION SECURITIES INDEX OPPORTUNITIES
FUND FUND FUND FUND FUND FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
--------------- -------------- --------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments:
Hartford Bond HLS
Fund, Inc. - Class
IA
Shares 2,132,205
Cost $2,318,402
Market Value......... -- -- -- -- -- --
Hartford Stock HLS
Fund, Inc. - Class IA
Shares 791,346
Cost $4,632,387
Market Value......... -- -- -- -- -- --
Hartford Money Market
HLS Fund, Inc. - Class
IA
Shares 12,981,615
Cost $12,981,615
Market Value......... $ 12,981,615 -- -- -- -- --
Hartford Advisers HLS
Fund, Inc. - Class IA
Shares 1,091,175
Cost $3,029,766
Market Value......... -- $ 3,257,433 -- -- -- --
Hartford Capital
Appreciation HLS Fund,
Inc. - Class IA
Shares 729,577
Cost $3,165,354
Market Value......... -- -- $ 3,472,117 -- -- --
Hartford Mortgage
Securities HLS Fund,
Inc. - Class IA
Shares 40,097
Cost $44,447
Market Value......... -- -- -- $ 43,487 -- --
Hartford Index HLS
Fund, Inc. - Class IA
Shares 2,920,622
Cost $8,806,337
Market Value......... -- -- -- -- $ 10,427,941 --
Hartford International
Opportunities HLS
Fund, Inc. - Class IA
Shares 1,085,187
Cost $1,406,135
Market Value......... -- -- -- -- -- $1,470,274
Due from Hartford Life
and Annuity Insurance
Company................. 118,848 20 17,159 -- 14,175 12,605
Receivable from fund
shares sold............. -- -- -- -- -- --
--------------- -------------- --------------- -------------- -------------- ----------------
Total Assets............. 13,100,463 3,257,453 3,489,276 43,487 10,442,116 1,482,879
--------------- -------------- --------------- -------------- -------------- ----------------
LIABILITIES:
Due to Hartford Life and
Annuity Insurance
Company................. -- -- -- -- -- --
Payable for fund shares
purchased............... 118,713 45 17,190 -- 14,242 12,641
--------------- -------------- --------------- -------------- -------------- ----------------
Total Liabilities........ 118,713 45 17,190 -- 14,242 12,641
--------------- -------------- --------------- -------------- -------------- ----------------
Net Assets (variable life
contract liabilities)... $ 12,981,750 $ 3,257,408 $ 3,472,086 $ 43,487 $ 10,427,874 $1,470,238
--------------- -------------- --------------- -------------- -------------- ----------------
--------------- -------------- --------------- -------------- -------------- ----------------
Units Owned by
Participants............ 9,956,078 1,342,105 1,407,660 30,198 3,505,476 865,269
Unit Values.............. $ 1.303902 $ 2.427089 $ 2.466566 $ 1.440067 $ 2.974738 $ 1.699168
</TABLE>
<PAGE>
SA-4 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT VARIABLE LIFE TWO

STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)
DECEMBER 31, 1998

<TABLE>
<CAPTION>
DIVIDEND FIDELITY VIP
AND GROWTH EQUITY-INCOME
FUND PORTFOLIO
SUB-ACCOUNT SUB-ACCOUNT
-------------- ----------------
<S> <C> <C>
ASSETS:
Investments:
Hartford Dividend and
Growth HLS Fund,
Inc. - Class IA
Shares 1,055,565
Cost $2,159,136
Market Value....... $ 2,280,532 --
Fidelity VIP
Equity-Income
Portfolio
Shares 53,993
Cost $1,298,173
Market Value....... -- $1,372,514
Fidelity VIP Overseas
Portfolio
Shares 47,654
Cost $911,449
Market Value....... -- --
Fidelity VIP II Asset
Manager Portfolio
Shares 21,404
Cost $371,018
Market Value....... -- --
Hartford Growth and
Income HLS Fund -
Class IA
Shares 36,103
Cost $38,125
Market Value....... -- --
Hartford
International
Advisers HLS Fund,
Inc. - Class IA
Shares 69,593
Cost $75,997
Market Value....... -- --
Hartford Small
Company HLS Fund,
Inc. - Class IA
Shares 64,192
Cost $72,344
Market Value....... -- --
Hartford MidCap HLS
Fund, Inc. - Class
IA
Shares 61,941
Cost $80,971
Market Value....... -- --
Due from Hartford Life
and Annuity Insurance
Company............... 12,768 --
Receivable from fund
shares sold........... -- --
-------------- ----------------
Total Assets........... 2,293,300 1,372,514
-------------- ----------------
LIABILITIES:
Due to Hartford Life
and Annuity Insurance
Company............... -- 18
Payable for fund shares
purchased............. 12,795 --
-------------- ----------------
Total Liabilities...... 12,795 18
-------------- ----------------
Net Assets (variable
life contract
liabilities).......... $ 2,280,505 $1,372,496
-------------- ----------------
-------------- ----------------
Units Owned by
Participants.......... 980,098 700,553
Unit Values............ $ 2.326815 $ 1.959216
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SA-5
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FIDELITY VIP FIDELITY VIP II INTERNATIONAL
OVERSEAS ASSET MANAGER GROWTH AND INCOME ADVISERS SMALL COMPANY
PORTFOLIO PORTFOLIO FUND FUND FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
-------------- ---------------- -------------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments:
Hartford Dividend and
Growth HLS Fund,
Inc. - Class IA
Shares 1,055,565
Cost $2,159,136
Market Value....... -- -- -- -- --
Fidelity VIP
Equity-Income
Portfolio
Shares 53,993
Cost $1,298,173
Market Value....... -- -- -- -- --
Fidelity VIP Overseas
Portfolio
Shares 47,654
Cost $911,449
Market Value....... $ 955,461 -- -- -- --
Fidelity VIP II Asset
Manager Portfolio
Shares 21,404
Cost $371,018
Market Value....... -- $ 388,704 -- -- --
Hartford Growth and
Income HLS Fund -
Class IA
Shares 36,103
Cost $38,125
Market Value....... -- -- $ 42,817 -- --
Hartford
International
Advisers HLS Fund,
Inc. - Class IA
Shares 69,593
Cost $75,997
Market Value....... -- -- -- $ 80,358 --
Hartford Small
Company HLS Fund,
Inc. - Class IA
Shares 64,192
Cost $72,344
Market Value....... -- -- -- -- $ 84,806
Hartford MidCap HLS
Fund, Inc. - Class
IA
Shares 61,941
Cost $80,971
Market Value....... -- -- -- -- --
Due from Hartford Life
and Annuity Insurance
Company............... 2,473 2 6,368 -- 1
Receivable from fund
shares sold........... -- -- -- -- --
-------------- ---------------- ---------- ---------------- ----------------
Total Assets........... 957,934 388,706 49,185 80,358 84,807
-------------- ---------------- ---------- ---------------- ----------------
LIABILITIES:
Due to Hartford Life
and Annuity Insurance
Company............... -- -- -- -- --
Payable for fund shares
purchased............. 2,474 -- 6,367 -- --
-------------- ---------------- ---------- ---------------- ----------------
Total Liabilities...... 2,474 -- 6,367 -- --
-------------- ---------------- ---------- ---------------- ----------------
Net Assets (variable
life contract
liabilities).......... $ 955,460 $ 388,706 $ 42,818 $ 80,358 $ 84,807
-------------- ---------------- ---------- ---------------- ----------------
-------------- ---------------- ---------- ---------------- ----------------
Units Owned by
Participants.......... 624,827 221,943 37,201 79,762 78,789
Unit Values............ $ 1.529160 $1.751379 $1.150984 $1.007480 $1.076363

MIDCAP
FUND
SUB-ACCOUNT
--------------
<S> <C>
ASSETS:
Investments:
Hartford Dividend and
Growth HLS Fund,
Inc. - Class IA
Shares 1,055,565
Cost $2,159,136
Market Value....... --
Fidelity VIP
Equity-Income
Portfolio
Shares 53,993
Cost $1,298,173
Market Value....... --
Fidelity VIP Overseas
Portfolio
Shares 47,654
Cost $911,449
Market Value....... --
Fidelity VIP II Asset
Manager Portfolio
Shares 21,404
Cost $371,018
Market Value....... --
Hartford Growth and
Income HLS Fund -
Class IA
Shares 36,103
Cost $38,125
Market Value....... --
Hartford
International
Advisers HLS Fund,
Inc. - Class IA
Shares 69,593
Cost $75,997
Market Value....... --
Hartford Small
Company HLS Fund,
Inc. - Class IA
Shares 64,192
Cost $72,344
Market Value....... --
Hartford MidCap HLS
Fund, Inc. - Class
IA
Shares 61,941
Cost $80,971
Market Value....... $ 89,149
Due from Hartford Life
and Annuity Insurance
Company............... --
Receivable from fund
shares sold........... --
--------------
Total Assets........... 89,149
--------------
LIABILITIES:
Due to Hartford Life
and Annuity Insurance
Company............... --
Payable for fund shares
purchased............. --
--------------
Total Liabilities...... --
--------------
Net Assets (variable
life contract
liabilities).......... $ 89,149
--------------
--------------
Units Owned by
Participants.......... 80,771
Unit Values............ $ 1.103726
</TABLE>
<PAGE>
SA-6 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT VARIABLE LIFE TWO

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
CAPITAL MORTGAGE
BOND STOCK MONEY MARKET ADVISERS APPRECIATION SECURITIES
FUND FUND FUND FUND FUND FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
-------------- -------------- --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends.............. $106,052 $ 38,074 $178,529 $ 63,199 $ 17,887 $2,575
-------------- -------------- --------------- -------------- --------------- ------
CAPITAL GAINS INCOME..... -- 18,418 -- 11,531 30,576 --
-------------- -------------- --------------- -------------- --------------- ------
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain
(loss) on security
transactions.......... 746 (2,645) -- 1,768 (3,241) (114)
Net unrealized
appreciation
(depreciation) of
investments during the
period................ (16,930) 557,352 -- 224,740 308,545 147
-------------- -------------- --------------- -------------- --------------- ------
Net gain (loss) on
investments......... (16,184) 554,707 -- 226,508 305,304 33
-------------- -------------- --------------- -------------- --------------- ------
Net increase
(decrease) in net
assets resulting
from operations..... $ 89,868 $611,199 $178,529 $301,238 $353,767 $2,608
-------------- -------------- --------------- -------------- --------------- ------
-------------- -------------- --------------- -------------- --------------- ------

INDEX
FUND
SUB-ACCOUNT
--------------
<S> <C>
INVESTMENT INCOME:
Dividends.............. $ 79,420
--------------
CAPITAL GAINS INCOME..... 12,992
--------------
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain
(loss) on security
transactions.......... 14,698
Net unrealized
appreciation
(depreciation) of
investments during the
period................ 1,617,496
--------------
Net gain (loss) on
investments......... 1,632,194
--------------
Net increase
(decrease) in net
assets resulting
from operations..... $1,724,606
--------------
--------------
</TABLE>

*From inception, August 3, 1998, to December 31, 1998

The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SA-7
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INTERNATIONAL DIVIDEND FIDELITY VIP FIDELITY VIP FIDELITY VIP II
OPPORTUNITIES AND GROWTH EQUITY-INCOME OVERSEAS ASSET MANAGER
FUND FUND PORTFOLIO PORTFOLIO PORTFOLIO
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
---------------- -------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends.............. $ 18,410 $ 33,160 $ 1,864 $ 540 $ 5,839
-------- -------------- ------- ------- -------
CAPITAL GAINS INCOME..... 17,744 8,141 6,635 1,592 17,517
-------- -------------- ------- ------- -------
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain
(loss) on security
transactions.......... 77 63 (1,856) 89 (16)
Net unrealized
appreciation
(depreciation) of
investments during the
period................ 73,152 117,405 70,207 44,647 15,814
-------- -------------- ------- ------- -------
Net gain (loss) on
investments......... 73,229 117,468 68,351 44,736 15,798
-------- -------------- ------- ------- -------
Net increase
(decrease) in net
assets resulting
from operations..... $109,383 $158,769 $76,850 $46,868 $39,154
-------- -------------- ------- ------- -------
-------- -------------- ------- ------- -------

<CAPTION>
GROWTH SMALL
AND INCOME INTERNATIONAL COMPANY MIDCAP
FUND ADVISERS FUND FUND FUND
SUB-ACCOUNT* SUB-ACCOUNT* SUB-ACCOUNT* SUB-ACCOUNT*
--------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends.............. $ 138 -- -- --
------ ------ ------- ------
CAPITAL GAINS INCOME..... -- -- -- --
------ ------ ------- ------
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain
(loss) on security
transactions.......... 21 308 (148) 19
Net unrealized
appreciation
(depreciation) of
investments during the
period................ 4,692 4,361 12,462 8,178
------ ------ ------- ------
Net gain (loss) on
investments......... 4,713 4,669 12,314 8,197
------ ------ ------- ------
Net increase
(decrease) in net
assets resulting
from operations..... $4,851 $4,669 $12,314 $8,197
------ ------ ------- ------
------ ------ ------- ------
</TABLE>

*From inception, August 3, 1998, to December 31, 1998
<PAGE>
SA-8 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT VARIABLE LIFE TWO

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
BOND STOCK
FUND FUND
SUB-ACCOUNT SUB-ACCOUNT
-------------- --------------
<S> <C> <C>
OPERATIONS:
Net investment
income................ $ 106,052 $ 38,074
Capital gains income... -- 18,418
Net realized gain
(loss) on security
transactions.......... 746 (2,645)
Net unrealized
appreciation
(depreciation) of
investments during the
period................ (16,930) 557,352
-------------- --------------
Net increase (decrease)
in net assets
resulting from
operations............ 89,868 611,199
-------------- --------------
UNIT TRANSACTIONS:
Purchases.............. 219,212 486,207
Net transfers.......... 1,873,633 4,031,316
Surrenders for benefit
payments and fees..... (22,489) (93,425)
Net loan activity...... (63,707) (57)
Cost of insurance...... (39,274) (74,817)
-------------- --------------
Net increase (decrease)
in net assets
resulting from unit
transactions.......... 1,967,375 4,349,224
-------------- --------------
Net increase (decrease)
in net assets......... 2,057,243 4,960,423
NET ASSETS:
Beginning of period.... $ 246,949 $ 232,148
-------------- --------------
End of period.......... $ 2,304,192 $ 5,192,571
-------------- --------------
-------------- --------------
</TABLE>

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
BOND STOCK
FUND FUND
SUB-ACCOUNT SUB-ACCOUNT
-------------- --------------
<S> <C> <C>
OPERATIONS:
Net investment
income................ $ 10,020 $ 1,517
Capital gains income... -- 113
Net realized gain
(loss) on security
transactions.......... 281 287
Net unrealized
appreciation
(depreciation) of
investments during the
period................ 3,212 2,743
-------------- --------------
Net increase (decrease)
in net assets
resulting from
operations............ 13,513 4,660
-------------- --------------
UNIT TRANSACTIONS:
Purchases.............. 16,326 9,295
Net transfers.......... 161,664 224,575
Surrenders for benefit
payments and fees..... (4,558) (6,421)
Cost of insurance...... (4,584) (1,028)
-------------- --------------
Net increase (decrease)
in net assets
resulting from unit
transactions.......... 168,848 226,421
-------------- --------------
Net increase (decrease)
in net assets......... 182,361 231,081
NET ASSETS:
Beginning of period.... $ 64,588 $ 1,067
-------------- --------------
End of period.......... $ 246,949 $ 232,148
-------------- --------------
-------------- --------------
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SA-9
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CAPITAL MORTGAGE INTERNATIONAL
MONEY MARKET ADVISERS APPRECIATION SECURITIES INDEX OPPORTUNITIES
FUND FUND FUND FUND FUND FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
--------------- -------------- --------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment
income................ $ 178,529 $ 63,199 $ 17,887 $ 2,575 $ 79,420 $ 18,410
Capital gains income... -- 11,531 30,576 -- 12,992 17,744
Net realized gain
(loss) on security
transactions.......... -- 1,768 (3,241) (114) 14,698 77
Net unrealized
appreciation
(depreciation) of
investments during the
period................ -- 224,740 308,545 147 1,617,496 73,152
--------------- -------------- --------------- -------------- -------------- ----------------
Net increase (decrease)
in net assets
resulting from
operations............ 178,529 301,238 353,767 2,608 1,724,606 109,383
--------------- -------------- --------------- -------------- -------------- ----------------
UNIT TRANSACTIONS:
Purchases.............. 44,552,053 332,157 483,397 7,687 443,474 286,640
Net transfers.......... (32,394,672) 2,418,661 2,506,371 (37,994) 8,055,206 1,011,184
Surrenders for benefit
payments and fees..... (423,409) (40,763) (79,406) (1,565) (110,057) (27,008)
Net loan activity...... (6,910) (23,103) -- -- -- (17,916)
Cost of insurance...... (362,173) (28,973) (51,821) (4,367) (60,585) (39,292)
--------------- -------------- --------------- -------------- -------------- ----------------
Net increase (decrease)
in net assets
resulting from unit
transactions.......... 11,364,889 2,657,979 2,858,541 (36,239) 8,328,038 1,213,608
--------------- -------------- --------------- -------------- -------------- ----------------
Net increase (decrease)
in net assets......... 11,543,418 2,959,217 3,212,308 (33,631) 10,052,644 1,322,991
NET ASSETS:
Beginning of period.... $ 1,438,332 $ 298,191 $ 259,778 $ 77,118 $ 375,230 $ 147,247
--------------- -------------- --------------- -------------- -------------- ----------------
End of period.......... $ 12,981,750 $ 3,257,408 $ 3,472,086 $ 43,487 $ 10,427,874 $1,470,238
--------------- -------------- --------------- -------------- -------------- ----------------
--------------- -------------- --------------- -------------- -------------- ----------------
</TABLE>

<TABLE>
<CAPTION>
CAPITAL MORTGAGE INTERNATIONAL
MONEY MARKET ADVISERS APPRECIATION SECURITIES INDEX OPPORTUNITIES
FUND FUND FUND FUND FUND FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
--------------- -------------- --------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment
income................ $ 22,397 $ 4,523 $ 817 $ 2,894 $ 3,998 $ 1,213
Capital gains income... -- 1,075 385 -- 574 2,408
Net realized gain
(loss) on security
transactions.......... -- (3) 2,118 25 911 1,535
Net unrealized
appreciation
(depreciation) of
investments during the
period................ -- 3,056 (1,824) (1,118) 4,041 (9,304)
--------------- -------------- --------------- -------------- -------------- ----------------
Net increase (decrease)
in net assets
resulting from
operations............ 22,397 8,651 1,496 1,801 9,524 (4,148)
--------------- -------------- --------------- -------------- -------------- ----------------
UNIT TRANSACTIONS:
Purchases.............. 4,374,149 16,165 16,079 1,604 28,684 16,294
Net transfers.......... (2,888,312) 256,828 253,669 76,343 352,567 125,494
Surrenders for benefit
payments and fees..... (61,718) (2,671) (7,630) (883) (9,226) (6,183)
Cost of insurance...... (55,698) (811) (4,880) (2,772) (7,390) (4,631)
--------------- -------------- --------------- -------------- -------------- ----------------
Net increase (decrease)
in net assets
resulting from unit
transactions.......... 1,368,421 269,511 257,238 74,292 364,635 130,974
--------------- -------------- --------------- -------------- -------------- ----------------
Net increase (decrease)
in net assets......... 1,390,818 278,162 258,734 76,093 374,159 126,826
NET ASSETS:
Beginning of period.... $ 47,514 $ 20,029 $ 1,044 $ 1,025 $ 1,071 $ 20,421
--------------- -------------- --------------- -------------- -------------- ----------------
End of period.......... $ 1,438,332 $ 298,191 $ 259,778 $ 77,118 $ 375,230 $ 147,247
--------------- -------------- --------------- -------------- -------------- ----------------
--------------- -------------- --------------- -------------- -------------- ----------------
</TABLE>
<PAGE>
SA-10 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT VARIABLE LIFE TWO

STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
DIVIDEND FIDELITY VIP
AND GROWTH EQUITY-INCOME
FUND PORTFOLIO
SUB-ACCOUNT SUB-ACCOUNT
-------------- ----------------
<S> <C> <C>
OPERATIONS:
Net investment
income................ $ 33,160 $ 1,864
Capital gains income... 8,141 6,635
Net realized gain
(loss) on security
transactions.......... 63 (1,856)
Net unrealized
appreciation
(depreciation) of
investments during the
period................ 117,405 70,207
-------------- ----------------
Net increase (decrease)
in net assets
resulting from
operations............ 158,769 76,850
-------------- ----------------
UNIT TRANSACTIONS:
Purchases.............. 250,584 213,483
Net transfers.......... 1,838,934 1,066,683
Surrenders for benefit
payments and fees..... (49,049) (28,144)
Net loan activity...... -- --
Cost of insurance...... (41,259) (15,372)
-------------- ----------------
Net increase (decrease)
in net assets
resulting from unit
transactions.......... 1,999,210 1,236,650
-------------- ----------------
Net increase (decrease)
in net assets......... 2,157,979 1,313,500
NET ASSETS:
Beginning of period.... $ 122,526 $ 58,996
-------------- ----------------
End of period.......... $ 2,280,505 $1,372,496
-------------- ----------------
-------------- ----------------
</TABLE>

* From inception, August 3, 1998, to December 31, 1998

STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
DIVIDEND FIDELITY VIP
AND GROWTH EQUITY-INCOME
FUND PORTFOLIO
SUB-ACCOUNT SUB-ACCOUNT
-------------- ----------------
<S> <C> <C>
OPERATIONS:
Net investment income....... $ 1,121 $ 18
Capital gains income........ 30 91
Net realized gain (loss) on
security transactions...... 12 782
Net unrealized appreciation
(depreciation) of
investments during the
period..................... 3,930 4,077
-------------- ----------------
Net increase (decrease) in
net assets resulting from
operations................. 5,093 4,968
-------------- ----------------
UNIT TRANSACTIONS:
Purchases................... 11,377 2,252
Net transfers............... 109,235 54,175
Surrenders for benefit
payments and fees.......... (2,933) (2,747)
Cost of insurance........... (1,314) (708)
-------------- ----------------
Net increase (decrease) in
net assets resulting from
unit transactions.......... 116,365 52,972
-------------- ----------------
Net increase (decrease) in
net assets................. 121,458 57,940
NET ASSETS:
Beginning of period......... $ 1,068 $ 1,056
-------------- ----------------
End of period............... $ 122,526 $ 58,996
-------------- ----------------
-------------- ----------------
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SA-11
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FIDELITY VIP FIDELITY VIP II GROWTH INTERNATIONAL SMALL
OVERSEAS ASSET MANAGER AND INCOME ADVISERS COMPANY MIDCAP
PORTFOLIO PORTFOLIO FUND FUND FUND FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT* SUB-ACCOUNT* SUB-ACCOUNT* SUB-ACCOUNT*
-------------- ---------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment
income................ $ 540 $ 5,839 $ 138 $-- $-- $--
Capital gains income... 1,592 17,517 -- -- -- --
Net realized gain
(loss) on security
transactions.......... 89 (16) 21 308 (148) 19
Net unrealized
appreciation
(depreciation) of
investments during the
period................ 44,647 15,814 4,692 4,361 12,462 8,178
-------------- -------- ------- ------- ------- -------
Net increase (decrease)
in net assets
resulting from
operations............ 46,868 39,154 4,851 4,669 12,314 8,197
-------------- -------- ------- ------- ------- -------
UNIT TRANSACTIONS:
Purchases.............. 152,670 54,314 1,000 1,000 10,618 1,000
Net transfers.......... 770,437 134,602 37,221 75,134 62,509 80,559
Surrenders for benefit
payments and fees..... (16,660) (10,808) (181) (356) (439) (361)
Net loan activity...... -- -- -- -- -- --
Cost of insurance...... (19,327) (5,833) (73) (89) (195) (246)
-------------- -------- ------- ------- ------- -------
Net increase (decrease)
in net assets
resulting from unit
transactions.......... 887,120 172,275 37,967 75,689 72,493 80,952
-------------- -------- ------- ------- ------- -------
Net increase (decrease)
in net assets......... 933,988 211,429 42,818 80,358 84,807 89,149
NET ASSETS:
Beginning of period.... $ 21,472 $177,277 -- -- -- --
-------------- -------- ------- ------- ------- -------
End of period.......... $955,460 $388,706 $42,818 $80,358 $84,807 $89,149
-------------- -------- ------- ------- ------- -------
-------------- -------- ------- ------- ------- -------
</TABLE>
<TABLE>
<CAPTION>
FIDELITY VIP FIDELITY VIP II
OVERSEAS ASSET MANAGER
PORTFOLIO PORTFOLIO
SUB-ACCOUNT SUB-ACCOUNT
-------------- ----------------
<S> <C> <C> <C>
OPERATIONS:
Net investment income....... $ 38 $ 37
Capital gains income........ 150 92
Net realized gain (loss) on
security transactions...... (6) --
Net unrealized appreciation
(depreciation) of
investments during the
period..................... (679) 1,822
-------------- --------
Net increase (decrease) in
net assets resulting from
operations................. (497) 1,951
-------------- --------
UNIT TRANSACTIONS:
Purchases................... 1,594 10,283
Net transfers............... 22,728 165,107
Surrenders for benefit
payments and fees.......... (1,120) (735)
Cost of insurance........... (2,277) (379)
-------------- --------
Net increase (decrease) in
net assets resulting from
unit transactions.......... 20,925 174,276
-------------- --------
Net increase (decrease) in
net assets................. 20,428 176,227
NET ASSETS:
Beginning of period......... $ 1,044 $ 1,050
-------------- --------
End of period............... $ 21,472 $177,277
-------------- --------
-------------- --------

<CAPTION>
<S> <C>
OPERATIONS:
Net investment income.......
Capital gains income........
Net realized gain (loss) on
security transactions......
Net unrealized appreciation
(depreciation) of
investments during the
period.....................
Net increase (decrease) in
net assets resulting from
operations.................
UNIT TRANSACTIONS:
Purchases...................
Net transfers...............
Surrenders for benefit
payments and fees..........
Cost of insurance...........
Net increase (decrease) in
net assets resulting from
unit transactions..........
Net increase (decrease) in
net assets.................
NET ASSETS:
Beginning of period.........
End of period...............
</TABLE>
<PAGE>
SA-12 Hartford Life and Annuity Insurance Company
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT VARIABLE LIFE TWO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

1. ORGANIZATION:

Separate Account Variable Life Two (the Account) is a separate investment
account within Hartford Life and Annuity Insurance Company (the Company) and is
registered with the Securities and Exchange Commission (SEC) as a unit
investment trust under the Investment Company Act of 1940, as amended. Both the
Company and the Account are subject to supervision and regulation by the
Department of Insurance of the State of Connecticut and the SEC. The Account
invests deposits by variable life contractholders of the Company in various
mutual funds (the Funds) as directed by the contractholders.

2. SIGNIFICANT ACCOUNTING POLICIES:

The following is a summary of significant accounting policies of the
Account, which are in accordance with generally accepted accounting principles
in the investment company industry:

a) SECURITY TRANSACTIONS -- Security transactions are recorded on the trade
date (date the order to buy or sell is executed). Cost of investments sold is
determined on the basis of identified cost. Dividend and capital gains income is
accrued as of the ex-dividend date. Capital gains income represents those
dividends from the Funds which are characterized as capital gains under tax
regulations.

b) SECURITY VALUATION -- The investments in shares of the Funds are valued
at the closing net asset value per share as determined by the appropriate Fund
as of December 31, 1998.

c) FEDERAL INCOME TAXES -- The operations of the Account form a part of, and
are taxed with, the total operations of the Company, which is taxed as an
insurance company under the Internal Revenue Code. Under current law, no federal
income taxes are payable with respect to the operations of the Account.

d) USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the financial statements and the reported amounts
of income and expenses during the period. Operating results in the future could
vary from the amounts derived from management's estimates.

3. ADMINISTRATION OF THE ACCOUNT AND
RELATED CHARGES:

a) DEDUCTIONS AND CHARGES FROM THE ACCOUNT VALUE -- On the policy date and
on each subsequent monthly activity date, the Company will deduct from the
Account an amount to cover mortality and expense risk charges, cost of
insurance, administrative charges and any other benefits provided by the rider.
These charges, which may vary from month to month in accordance with the terms
of the contracts, are deducted through termination of units of interest from
applicable contract owners' accounts.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life and Annuity Insurance Company Putnam Capital Manager Trust
Separate Account Variable Life Two and to the Owners of Units of Interest
therein:

We have audited the accompanying statements of assets and liabilities of
Hartford Life and Annuity Insurance Company Putnam Capital Manager Trust
Separate Account Variable Life Two (Asia Pacific Growth, Diversified Income, The
George Putnam Fund of Boston, Global Asset Allocation, Global Growth, Growth and
Income, Health Sciences, High Yield, International Growth, International Growth
and Income, International New Opportunities, Investors, Money Market, New
Opportunities, New Value, OTC & Emerging Growth, U.S. Government and High
Quality Bond, Utilities Growth and Income, Vista, and Voyager), (collectively,
the Account) as of December 31, 1998, and the related statements of operations
and the statements of changes in net assets for the periods presented. These
financial statements are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Account as of December 31,
1998, and the results of their operations and the changes in their net assets
for the periods presented in conformity with generally accepted accounting
principles.

Hartford, Connecticut
February 15, 1999 ARTHUR ANDERSEN LLP

SA-1 PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT VARIABLE LIFE TWO -- HARTFORD LIFE
AND ANNUITY INSURANCE COMPANY

Statements of Assets & Liabilities
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1998 Asia Diversified The George Global Global
Pacific Income Putnam Fund Asset Growth
Growth Sub-Account of Boston Allocation Sub-Account
Sub-Account Sub-Account Sub-Account
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
------------------------------------------------------------------------------------------------------
PUTNAM VT ASIA PACIFIC GROWTH
FUND
Shares 1,029
Cost $8,238
.....................................................................................................
Market Value: $8,569 $ -- $ -- $ -- $ --
------------------------------------------------------------------------------------------------------
PUTNAM VT DIVERSIFIED INCOME FUND
Shares 21,396
Cost $230,976
.....................................................................................................
Market Value: -- 224,439 -- -- --
------------------------------------------------------------------------------------------------------
PUTNAM VT THE GEORGE PUTNAM FUND
OF BOSTON
Shares 9,650
Cost $97,179
.....................................................................................................
Market Value: -- -- 99,197 -- --
------------------------------------------------------------------------------------------------------
PUTNAM VT GLOBAL ASSET ALLOCATION
FUND
Shares 17,534
Cost $315,568
.....................................................................................................
Market Value: -- -- -- 332,260 --
------------------------------------------------------------------------------------------------------
PUTNAM VT GLOBAL GROWTH FUND
Shares 95,116
Cost $1,708,011
.....................................................................................................
Market Value: -- -- -- -- 1,928,949
------------------------------------------------------------------------------------------------------
PUTNAM VT GROWTH AND INCOME FUND
Shares 97,389
Cost $2,636,312
.....................................................................................................
Market Value: -- -- -- -- --
------------------------------------------------------------------------------------------------------
PUTNAM VT HEALTH SCIENCES FUND
Shares 4,102
Cost $39,919
.....................................................................................................
Market Value: -- -- -- -- --
------------------------------------------------------------------------------------------------------
PUTNAM VT HIGH YIELD FUND
Shares 64,253
Cost $803,539
.....................................................................................................
Market Value: -- -- -- -- --
------------------------------------------------------------------------------------------------------
PUTNAM VT INTERNATIONAL GROWTH
FUND
Shares 1,526
Cost $18,730
.....................................................................................................
Market Value: -- -- -- -- --
------------------------------------------------------------------------------------------------------
PUTNAM VT INTERNATIONAL GROWTH
AND INCOME FUND
Shares 1,786
Cost $21,063
.....................................................................................................
Market Value: -- -- -- -- --
------------------------------------------------------------------------------------------------------
Due from Hartford Life Insurance
Company -- 0 -- 13 4,736
.....................................................................................................
Receivable from fund shares sold -- -- -- -- --
.....................................................................................................
Total Assets 8,569 224,439 99,197 332,273 1,933,685
.....................................................................................................
LIABILITIES
Due to Hartford Life Insurance
Company -- -- -- -- --
.....................................................................................................
Payable for fund shares purchased -- -- -- -- 4,853
.....................................................................................................
TOTAL LIABILITIES -- -- -- -- 4,853
------------------------------------------------------------------------------------------------------
NET ASSETS (VARIABLE LIFE
CONTRACT LIABILITIES) $8,569 $224,439 $99,197 $332,273 $ 1,928,832
------------------------------------------------------------------------------------------------------

<CAPTION>
December 31, 1998 Growth Health High Yield International International
and Income Sciences Sub-Account Growth Growth and
Sub-Account Sub-Account Sub-Account Income
Sub-Account
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
------------------------------------------------------------------------------------------------------
PUTNAM VT ASIA PACIFIC GROWTH
FUND
Shares 1,029
Cost $8,238
................................
Market Value: $ -- $ -- $ -- $ -- $ --
------------------------------------------------------------------------------------------------------
PUTNAM VT DIVERSIFIED INCOME FUND
Shares 21,396
Cost $230,976
................................
Market Value: -- -- -- -- --
------------------------------------------------------------------------------------------------------
PUTNAM VT THE GEORGE PUTNAM FUND
OF BOSTON
Shares 9,650
Cost $97,179
................................
Market Value: -- -- -- -- --
------------------------------------------------------------------------------------------------------
PUTNAM VT GLOBAL ASSET ALLOCATION
FUND
Shares 17,534
Cost $315,568
................................
Market Value: -- -- -- -- --
------------------------------------------------------------------------------------------------------
PUTNAM VT GLOBAL GROWTH FUND
Shares 95,116
Cost $1,708,011
................................
Market Value: -- -- -- -- --
------------------------------------------------------------------------------------------------------
PUTNAM VT GROWTH AND INCOME FUND
Shares 97,389
Cost $2,636,312
................................
Market Value: 2,801,893 -- -- -- --
------------------------------------------------------------------------------------------------------
PUTNAM VT HEALTH SCIENCES FUND
Shares 4,102
Cost $39,919
................................
Market Value: -- 44,876 -- -- --
------------------------------------------------------------------------------------------------------
PUTNAM VT HIGH YIELD FUND
Shares 64,253
Cost $803,539
................................
Market Value: -- -- 751,761 -- --
------------------------------------------------------------------------------------------------------
PUTNAM VT INTERNATIONAL GROWTH
FUND
Shares 1,526
Cost $18,730
................................
Market Value: -- -- -- 20,639 --
------------------------------------------------------------------------------------------------------
PUTNAM VT INTERNATIONAL GROWTH
AND INCOME FUND
Shares 1,786
Cost $21,063
................................
Market Value: -- -- -- -- 21,859
------------------------------------------------------------------------------------------------------
Due from Hartford Life Insurance
Company 2,545 -- 4 -- --
................................
Receivable from fund shares sold -- -- -- -- --
................................
Total Assets 2,804,438 44,876 751,765 20,639 21,859
................................
LIABILITIES
Due to Hartford Life Insurance
Company -- -- -- 1 --
................................
Payable for fund shares purchased 2,584 -- -- -- --
................................
TOTAL LIABILITIES 2,584 -- -- 1 --
------------------------------------------------------------------------------------------------------
NET ASSETS (VARIABLE LIFE
CONTRACT LIABILITIES) $ 2,801,854 $44,876 $751,765 $20,638 $21,859
------------------------------------------------------------------------------------------------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SA-2 PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT VARIABLE LIFE TWO -- HARTFORD LIFE
AND ANNUITY INSURANCE COMPANY

Statements of Assets & Liabilities (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1998 International Investors Money New New
New Sub-Account Market Opportunities Value
Opportunities Sub-Account Sub-Account Sub-Account
Sub-Account
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
----------------------------------------------------------------------------------------------------------
PUTNAM VT INTERNATIONAL NEW
OPPORTUNITIES FUND
Shares 319
Cost $3,423
.........................................................................................................
Market Value: $3,662 $ -- $ -- $ -- $ --
----------------------------------------------------------------------------------------------------------
PUTNAM VT INVESTORS FUND
Shares 8,158
Cost $85,802
.........................................................................................................
Market Value: -- 95,043 -- -- --
----------------------------------------------------------------------------------------------------------
PUTNAM VT MONEY MARKET FUND
Shares 141,680
Cost $141,680
.........................................................................................................
Market Value: -- -- 141,680 -- --
----------------------------------------------------------------------------------------------------------
PUTNAM VT NEW OPPORTUNITIES FUND
Shares 46,981
Cost $1,029,532
.........................................................................................................
Market Value: -- -- -- 1,224,320 --
----------------------------------------------------------------------------------------------------------
PUTNAM VT NEW VALUE FUND
Shares 793
Cost $8,608
.........................................................................................................
Market Value: -- -- -- -- 9,542
----------------------------------------------------------------------------------------------------------
PUTNAM VT OTC & EMERGING GROWTH
FUND
Shares 2,721
Cost $19,976
.........................................................................................................
Market Value: -- -- -- -- --
----------------------------------------------------------------------------------------------------------
PUTNAM VT U.S. GOVERNMENT AND
HIGH QUALITY BOND FUND
Shares 59,215
Cost $797,359
.........................................................................................................
Market Value: -- -- -- -- --
----------------------------------------------------------------------------------------------------------
PUTNAM VT UTILITIES GROWTH &
INCOME FUND
Shares 24,324
Cost $407,151
.........................................................................................................
Market Value: -- -- -- -- --
----------------------------------------------------------------------------------------------------------
PUTNAM VT VISTA FUND
Shares 506
Cost $6,431
.........................................................................................................
Market Value: -- -- -- -- --
----------------------------------------------------------------------------------------------------------
PUTNAM VT VOYAGER FUND
Shares 59,192
Cost $2,354,731
.........................................................................................................
Market Value: -- -- -- -- --
----------------------------------------------------------------------------------------------------------
Due from Hartford Life Insurance
Company -- 9 -- 12,557 --
.........................................................................................................
Receivable from fund shares sold -- -- 1 -- --
.........................................................................................................
Total Assets 3,662 95,052 141,681 1,236,877 9,542
.........................................................................................................
LIABILITIES
Due to Hartford Life Insurance
Company -- -- 1 -- --
.........................................................................................................
Payable for fund shares purchased -- -- -- 12,606 --
.........................................................................................................
TOTAL LIABILITIES -- -- 1 12,606 --
----------------------------------------------------------------------------------------------------------
NET ASSETS (VARIABLE LIFE
CONTRACT LIABILITIES) $3,662 $95,052 $141,680 $1,224,271 $9,542
----------------------------------------------------------------------------------------------------------

<CAPTION>
December 31, 1998 OTC & U.S. Government Utilities Vista Voyager
Emerging and High Growth Sub-Account Sub-Account
Growth Quality Bond and Income
Sub-Account Sub-Account Sub-Account
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
----------------------------------------------------------------------------------------------------------
PUTNAM VT INTERNATIONAL NEW
OPPORTUNITIES FUND
Shares 319
Cost $3,423
................................
Market Value: $ -- $ -- $ -- $ -- $ --
----------------------------------------------------------------------------------------------------------
PUTNAM VT INVESTORS FUND
Shares 8,158
Cost $85,802
................................
Market Value: -- -- -- -- --
----------------------------------------------------------------------------------------------------------
PUTNAM VT MONEY MARKET FUND
Shares 141,680
Cost $141,680
................................
Market Value: -- -- -- -- --
----------------------------------------------------------------------------------------------------------
PUTNAM VT NEW OPPORTUNITIES FUND
Shares 46,981
Cost $1,029,532
................................
Market Value: -- -- -- -- --
----------------------------------------------------------------------------------------------------------
PUTNAM VT NEW VALUE FUND
Shares 793
Cost $8,608
................................
Market Value: -- -- -- -- --
----------------------------------------------------------------------------------------------------------
PUTNAM VT OTC & EMERGING GROWTH
FUND
Shares 2,721
Cost $19,976
................................
Market Value: 27,453 -- -- -- --
----------------------------------------------------------------------------------------------------------
PUTNAM VT U.S. GOVERNMENT AND
HIGH QUALITY BOND FUND
Shares 59,215
Cost $797,359
................................
Market Value: -- 813,020 -- -- --
----------------------------------------------------------------------------------------------------------
PUTNAM VT UTILITIES GROWTH &
INCOME FUND
Shares 24,324
Cost $407,151
................................
Market Value: -- -- 442,450 -- --
----------------------------------------------------------------------------------------------------------
PUTNAM VT VISTA FUND
Shares 506
Cost $6,431
................................
Market Value: -- -- -- 7,451 --
----------------------------------------------------------------------------------------------------------
PUTNAM VT VOYAGER FUND
Shares 59,192
Cost $2,354,731
................................
Market Value: -- -- -- -- 2,713,936
----------------------------------------------------------------------------------------------------------
Due from Hartford Life Insurance
Company -- -- 2 -- 19,965
................................
Receivable from fund shares sold -- -- -- -- --
................................
Total Assets 27,453 813,020 442,452 7,451 2,733,901
................................
LIABILITIES
Due to Hartford Life Insurance
Company -- 1 -- -- --
................................
Payable for fund shares purchased -- -- -- -- 19,835
................................
TOTAL LIABILITIES -- 1 -- -- 19,835
----------------------------------------------------------------------------------------------------------
NET ASSETS (VARIABLE LIFE
CONTRACT LIABILITIES) $27,453 $813,019 $442,452 $7,451 $ 2,714,066
----------------------------------------------------------------------------------------------------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SA-3 PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT VARIABLE LIFE TWO -- HARTFORD LIFE
AND ANNUITY INSURANCE COMPANY

Statements of Assets and Liabilities (continued)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
December 31, 1998 Units Unit Contract
Owned by Price Liability
Participants
<S> <C> <C> <C>
--------------------------------------------------------------------------------
Variable life contracts:
Asia Pacific Growth Fund 801 $10.693257 $ 8,569
...............................................................................
Diversified Income Fund 17,566 12.777025 224,439
...............................................................................
George Putnam Fund of Boston 9,356 10.602638 99,197
...............................................................................
Global Asset Allocation Fund 15,981 20.792218 332,273
...............................................................................
Global Growth Fund 81,814 23.575913 1,928,832
...............................................................................
Growth and Income Fund 109,800 25.517876 2,801,854
...............................................................................
Health Sciences Fund 3,991 11.242853 44,876
...............................................................................
High Yield Fund 48,264 15.576256 751,765
...............................................................................
International Growth Fund 2,109 9.785387 20,638
...............................................................................
International Growth and Income Fund 2,238 9.768076 21,859
...............................................................................
International New Opportunities Fund 375 9.753782 3,662
...............................................................................
Investors Fund 8,498 11.185169 95,052
...............................................................................
Money Market Fund 109,370 1.295432 141,680
...............................................................................
New Opportunities Fund 53,832 22.742256 1,224,271
...............................................................................
New Value Fund 899 10.611164 9,542
...............................................................................
OTC & Emerging Growth Fund 2,548 10.773294 27,453
...............................................................................
U.S. Government and High Quality Bond Fund 55,286 14.705728 813,019
...............................................................................
Utilities Growth and Income Fund 20,450 21.636249 442,452
...............................................................................
Vista Fund 702 10.612377 7,451
...............................................................................
Voyager Fund 94,119 28.836430 2,714,066
...............................................................................
GRAND TOTAL: $11,712,950
--------------------------------------------------------------------------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SA-4 PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT VARIABLE LIFE TWO -- HARTFORD LIFE
AND ANNUITY INSURANCE COMPANY

Statements of Operations
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Year Ended Asia Diversified The George Global Global
December 31, 1998 Pacific Income Putnam Fund Asset Growth
Growth Sub-Account of Boston Allocation Sub-Account
Sub-Account* Sub-Account* Sub-Account
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends $ -- $ 3,629 $ 778 $ 2,857 $ 10,284
.....................................................................................................
Capital gains income -- 1,541 -- 12,271 51,418
.....................................................................................................
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
.....................................................................................................
Net realized gain (loss) on
security transactions 1 21 2 16 2,284
.....................................................................................................
Net unrealized appreciation
(depreciation) of investments
during the period 331 (6,773) 2,018 15,297 222,508
.....................................................................................................
Net gain (loss) on investments 332 (6,752) 2,020 15,313 224,792
------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM
OPERATIONS $332 $(1,582) $2,798 $30,441 $286,494
------------------------------------------------------------------------------------------------------

*From inception, August 3, 1998, to December 31, 1998.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SA-5 PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT VARIABLE LIFE TWO -- HARTFORD LIFE
AND ANNUITY INSURANCE COMPANY

Statements of Operations (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Year Ended International Investors Money New New
December 31, 1998 New Sub-Account* Market Opportunities Value
Opportunities Sub-Account Sub-Account Sub-Account*
Sub-Account*
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends $ -- $ 112 $1,123 $ -- $ 98
..........................................................................................................
Capital gains income -- -- -- 4,296 19
..........................................................................................................
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
..........................................................................................................
Net realized gain (loss) on
security transactions 5 14 -- (21,117) 15
..........................................................................................................
Net unrealized appreciation
(depreciation) of investments
during the period 239 9,241 -- 190,762 934
..........................................................................................................
Net gain (loss) on investments 244 9,255 -- 169,645 949
-----------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM
OPERATIONS $244 $9,367 $1,123 $173,941 $1,066
-----------------------------------------------------------------------------------------------------------

*From inception, August 3, 1998, to December 31, 1998.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SA-6 PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT VARIABLE LIFE TWO -- HARTFORD LIFE
AND ANNUITY INSURANCE COMPANY

Statements of Changes in Net Assets
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Year Ended Asia Pacific Diversified The George Global Global
December 31, 1998 Growth Income Putnam Fund Asset Growth
Sub-Account* Sub-Account of Boston Allocation Sub-Account
Sub-Account* Sub-Account
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income $ -- $ 3,629 $ 778 $ 2,857 $ 10,284
.......................................................................................................
Capital gains income -- 1,541 -- 12,271 51,418
.......................................................................................................
Net realized gain (loss) on
security transactions 1 21 2 16 2,284
.......................................................................................................
Net unrealized appreciation
(depreciation) of investments
during the period 331 (6,773) 2,018 15,297 222,508
.......................................................................................................
Net increase (decrease) in net
assets resulting from
operations 332 (1,582) 2,798 30,441 286,494
.......................................................................................................
UNIT TRANSACTIONS:
Purchases 1,000 18,359 1,018 15,068 322,831
.......................................................................................................
Net transfers 7,366 130,020 95,712 264,595 1,095,109
.......................................................................................................
Surrenders (106) (3,807) 42 (10,473) (47,555)
.......................................................................................................
Cost of insurance (23) (3,546) (373) (6,166) (30,391)
.......................................................................................................
Net increase (decrease) in net
assets resulting from unit
transactions 8,237 141,026 96,399 263,024 1,339,994
.......................................................................................................
Total increase (decrease) in net
assets 8,569 139,444 99,197 293,465 1,626,488
.......................................................................................................
NET ASSETS:
Beginning of period -- 84,995 -- 38,808 302,344
--------------------------------------------------------------------------------------------------------
END OF PERIOD $8,569 $224,439 $99,197 $332,273 $ 1,928,832
--------------------------------------------------------------------------------------------------------

<CAPTION>
For the Year Ended Growth Health High Yield International International
December 31, 1998 and Income Sciences Sub-Account Growth Growth and
Sub-Account Sub-Account* Sub-Account* Income
Sub-Account*
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income $ 6,912 $ 38 $ 10,447 $ 66 $ 206
................................
Capital gains income 45,119 -- 1,639 -- 496
................................
Net realized gain (loss) on
security transactions (64) (1) 5,348 11 8
................................
Net unrealized appreciation
(depreciation) of investments
during the period 157,616 4,957 (52,560) 1,909 796
................................
Net increase (decrease) in net
assets resulting from
operations 209,583 4,994 (35,126) 1,986 1,506
................................
UNIT TRANSACTIONS:
Purchases 341,341 1,000 295,001 1,018 5,809
................................
Net transfers 2,215,815 39,704 484,563 18,763 14,788
................................
Surrenders (85,000) (308) (33,428) (618) (143)
................................
Cost of insurance (35,272) (514) (6,247) (511) (101)
................................
Net increase (decrease) in net
assets resulting from unit
transactions 2,436,884 39,882 739,889 18,652 20,353
................................
Total increase (decrease) in net
assets 2,646,467 44,876 704,763 20,638 21,859
................................
NET ASSETS:
Beginning of period 155,387 -- 47,002 -- --
--------------------------------------------------------------------------------------------------------
END OF PERIOD $ 2,801,854 $44,876 $751,765 $20,638 $21,859
--------------------------------------------------------------------------------------------------------
</TABLE>

*From inception, August 3, 1998, to December 31, 1998.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SA-7 PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT VARIABLE LIFE TWO -- HARTFORD LIFE
AND ANNUITY INSURANCE COMPANY

Statements of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Year Ended International Investors Money New New
December 31, 1998 New Sub-Account* Market Opportunities Value
Opportunities Sub-Account Sub-Account Sub-Account*
Sub-Account*
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income $ -- $ 112 $ 1,123 $ -- $ 98
..........................................................................................................
Capital gains income -- -- -- 4,296 19
..........................................................................................................
Net realized gain (loss) on
security transactions 5 14 -- (21,117) 15
..........................................................................................................
Net unrealized appreciation
(depreciation) of investments
during the period 239 9,241 -- 190,762 934
..........................................................................................................
Net increase (decrease) in net
assets resulting from
operations 244 9,367 1,123 173,941 1,066
..........................................................................................................
UNIT TRANSACTIONS:
Purchases 1,000 7,115 49,306 258,118 1,525
..........................................................................................................
Net transfers 2,548 79,363 88,070 690,830 7,543
..........................................................................................................
Surrenders (104) (437) (3,369) (36,267) (191)
..........................................................................................................
Cost of insurance (26) (356) (1,780) (34,620) (401)
..........................................................................................................
Net increase (decrease) in net
assets resulting from unit
transactions 3,418 85,685 132,227 878,061 8,476
..........................................................................................................
Total increase (decrease) in net
assets 3,662 95,052 133,350 1,052,002 9,542
..........................................................................................................
NET ASSETS:
Beginning of period -- -- 8,330 172,269 --
-----------------------------------------------------------------------------------------------------------
END OF PERIOD $3,662 $95,052 $141,680 $1,224,271 $9,542
-----------------------------------------------------------------------------------------------------------

<CAPTION>
For the Year Ended OTC & U.S. Government Utilities Vista Voyager
December 31, 1998 Emerging and High Growth Sub-Account* Sub-Account
Growth Quality Bond and Income
Sub-Account* Sub-Account Sub-Account
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income $ 10 $ 10,911 $ 1,849 $ -- $ 896
................................
Capital gains income -- 284 3,187 -- 21,866
................................
Net realized gain (loss) on
security transactions 21 (1,150) 58 11 (5,975)
................................
Net unrealized appreciation
(depreciation) of investments
during the period 7,477 12,055 31,421 1,020 350,909
................................
Net increase (decrease) in net
assets resulting from
operations 7,508 22,100 36,515 1,031 367,696
................................
UNIT TRANSACTIONS:
Purchases 3,676 11,794 12,990 1,000 364,335
................................
Net transfers 17,238 574,461 379,093 5,651 1,952,698
................................
Surrenders (314) (10,223) (5,423) (223) (51,533)
................................
Cost of insurance (655) (8,204) (6,554) (8) (28,004)
................................
Net increase (decrease) in net
assets resulting from unit
transactions 19,945 567,828 380,106 6,420 2,237,496
................................
Total increase (decrease) in net
assets 27,453 589,928 416,621 7,451 2,605,192
................................
NET ASSETS:
Beginning of period -- 223,091 25,831 -- 108,874
-----------------------------------------------------------------------------------------------------------
END OF PERIOD $27,453 $813,019 $442,452 $ 7,451 $ 2,714,066
-----------------------------------------------------------------------------------------------------------
</TABLE>

*From inception, August 3, 1998, to December 31, 1998.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SA-8 PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT VARIABLE LIFE TWO -- HARTFORD LIFE
AND ANNUITY INSURANCE COMPANY

Statements of Changes in Net Assets
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Year Ended Diversified Global Global Growth High Yield
December 31, 1997 Income Asset Growth and Income Sub-Account
Sub-Account Allocation Sub-Account Sub-Account
Sub-Account
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income $ 57 $ 88 $ 420 $ 622 $ 154
.....................................................................................................
Capital gains income 9 150 452 1,514 18
.....................................................................................................
Net realized gain (loss) on
security transactions 3 109 1,118 314 5
.....................................................................................................
Net unrealized appreciation
(depreciation) of investments
during the period 207 1,348 (1,615) 7,951 757
.....................................................................................................
Net increase (decrease) in net
assets resulting from
operations 276 1,695 375 10,401 934
.....................................................................................................
UNIT TRANSACTIONS:
Purchases 4,114 3,230 13,967 7,475 1,594
.....................................................................................................
Net transfers 80,535 35,538 302,978 119,617 44,780
.....................................................................................................
Surrenders (505) (1,812) (10,646) (6,077) (1,070)
.....................................................................................................
Cost of insurance (455) (890) (5,376) (2,516) (261)
.....................................................................................................
Net increase (decrease) in net
assets resulting from unit
transactions 83,689 36,066 300,923 118,499 45,043
.....................................................................................................
Total increase (decrease) in net
assets 83,965 37,761 301,298 128,900 45,977
.....................................................................................................
NET ASSETS
Beginning of period 1,030 1,047 1,046 26,487 1,025
------------------------------------------------------------------------------------------------------
END OF PERIOD $84,995 $38,808 $302,344 $155,387 $47,002
------------------------------------------------------------------------------------------------------

<CAPTION>
For the Year Ended Money New U.S. Government Utilities Voyager
December 31, 1997 Market Opportunities and High Growth Sub-Account
Sub-Account Sub-Account Quality Bond and Income
Sub-Account Sub-Account
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income $ 424 $ -- $ 756 $ 40 $ 16
................................
Capital gains income -- -- -- 54 355
................................
Net realized gain (loss) on
security transactions -- (1,905) 387 25 3,074
................................
Net unrealized appreciation
(depreciation) of investments
during the period -- 4,088 3,578 3,805 8,319
................................
Net increase (decrease) in net
assets resulting from
operations 424 2,183 4,721 3,924 11,764
................................
UNIT TRANSACTIONS:
Purchases -- 13,204 10,535 1,604 10,861
................................
Net transfers 10,765 164,787 214,693 20,012 92,223
................................
Surrenders (2,441) (4,674) (4,108) (711) (4,146)
................................
Cost of insurance (1,430) (4,168) (3,779) (71) (2,805)
................................
Net increase (decrease) in net
assets resulting from unit
transactions 6,894 169,149 217,341 20,834 96,133
................................
Total increase (decrease) in net
assets 7,318 171,332 222,062 24,758 107,897
................................
NET ASSETS
Beginning of period 1,012 937 1,029 1,073 977
------------------------------------------------------------------------------------------------------
END OF PERIOD $8,330 $172,269 $223,091 $25,831 $108,874
------------------------------------------------------------------------------------------------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SA-9 PROSPECTUS
<PAGE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT VARIABLE LIFE TWO -- HARTFORD LIFE
AND ANNUITY INSURANCE COMPANY
Notes to Financial Statements
December 31, 1998

1. ORGANIZATION:

Separate Account Variable Life Two (the Account) is a separate investment
account within Hartford Life and Annuity Insurance Company (the Company) and is
registered with the Securities and Exchange Commission (SEC) as a unit
investment trust under the Investment Company Act of 1940, as amended. Both the
Company and the Account are subject to supervision and regulation by the
Department of Insurance of the State of Connecticut and the SEC. The Account
invests deposits by variable life contractholders of the Company in the various
mutual funds (the Funds) as directed by the contractholders.

2. SIGNIFICANT ACCOUNTING POLICIES:

The following is a summary of significant accounting policies of the Account,
which are in accordance with generally accepted accounting principles in the
investment company industry:

A) SECURITY TRANSACTIONS -- Security transactions are recorded on the trade date
(date the order to buy or sell is executed). Cost of investments sold is
determined on the basis of identified cost. Dividend and capital gains income is
accrued as of the ex-dividend date. Capital gains income represents dividends
from the Funds which are characterized as capital gains under tax regulations.

B) SECURITY VALUATION -- The investments in shares of the Funds are valued at
the closing net asset value per share as determined by the appropriate Fund as
of December 31, 1998.

C) FEDERAL INCOME TAXES -- The operations of the Account form a part of, and are
taxed with, the total operations of the Company, which is taxed as an insurance
company under the Internal Revenue Code. Under current law, no federal income
taxes are payable with respect to the operations of the Account.

D) USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the financial statements and the reported amounts
of income and expenses during the period. Operating results in the future could
vary from the amounts derived from management's estimates.

3. ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:

A) COST OF INSURANCE -- In accordance with terms of the contracts, the Company
makes deductions for costs of insurance to cover the Company's anticipated
mortality costs. Because a policy's account value and death benefit may vary
from month to month, the cost of insurance charges may also vary.

B) MORTALITY AND EXPENSE RISK CHARGE -- The Company, as issuer of variable
annuity contracts, provides the mortality and expense undertakings and, with
respect to the Account, receives a maximum annual fee of 1.40% of the Account's
average daily net assets. These expenses are reflected in surrenders on the
accompanying statements of changes in net assets.

C) ADMINISTRATIVE AND ISSUE CHARGES -- The Company assesses a monthly
administrative charge to compensate the Company for administrative costs in
connection with the policies. This charge covers the average expected cost for
these expenses at a maximum of $12 per month. Additionally, the Company assesses
a monthly charge in the first policy year for up-front costs of underwriting and
issuing a policy at a monthly maximum amount of $62.50. These expenses are
reflected in surrenders on the accompanying statements of changes in net assets.

D) DEDUCTION OF ANNUAL MAINTENANCE FEE -- Annual maintenance fees are deducted
through termination of units of interest from applicable contract owners'
accounts, in accordance with the terms of the contracts. These expenses are
reflected in surrenders on the accompanying statements of changes in net assets.

SA-10 PROSPECTUS
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY F-1
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Hartford Life and Annuity Insurance Company:

We have audited the accompanying statutory balance sheets of Hartford Life and
Annuity Insurance Company (a Connecticut Corporation and wholly owned subsidiary
of Hartford Life Insurance Company) (the Company) as of December 31, 1998 and
1997, and the related statutory statements of operations, changes in capital and
surplus, and cash flows for each of the three years in the period ended December
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these statutory
financial statements based on our audits.

The Company presents its financial statements in conformity with statutory
accounting practices as described in Note 1 of notes to statutory financial
statements. When statutory financial statements are presented for purposes other
than for filing with a regulatory agency, generally accepted auditing standards
require that an auditors' report on them state whether they are presented in
conformity with generally accepted accounting principles. The accounting
practices used by the Company vary from generally accepted accounting principles
as explained and quantified in Note 1.

In our opinion, because of the effects of the matter discussed in the preceding
paragraph, the statutory financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of the Company as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1998.

However, in our opinion, the statutory financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 1998 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998 in
conformity with statutory accounting practices as described in Note 1.

/s/ Arthur Andersen LLP

Hartford, Connecticut
January 26, 1999
<PAGE>
F-2 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

BALANCE SHEETS
(STATUTORY BASIS)
($000)

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Assets
Bonds........................................... $ 1,453,792 $ 1,501,311
Common stocks................................... 40,650 64,408
Mortgage loans.................................. 59,548 85,103
Policy loans.................................... 47,212 36,533
Cash and short-term investments................. 469,955 309,432
Other invested assets........................... 2,188 20,942
----------- -----------
Total cash and invested assets................ 2,073,345 2,017,729
Investment income due and accrued............... 20,126 15,878
Premium balances receivable..................... 333 389
Receivables from affiliates..................... -- 1,269
Other assets.................................... 45,358 22,788
Separate account assets......................... 32,876,278 23,208,728
----------- -----------
Total Assets.................................. $35,015,440 $25,266,781
----------- -----------
----------- -----------
Liabilities
Aggregate reserves for future benefits.......... $ 579,140 $ 605,183
Policy and contract claims...................... 5,667 5,672
Liability for premium and other deposit funds... 2,011,672 1,795,149
Asset valuation reserve......................... 21,782 13,670
Payable to affiliates........................... 19,271 20,972
Other liabilities............................... (974,882) (754,393)
Separate account liabilities.................... 32,876,278 23,208,728
----------- -----------
Total liabilities............................. 34,538,928 24,894,981
----------- -----------
Capital and Surplus
Common stock.................................... 2,500 2,500
Gross paid-in and contributed surplus........... 226,043 226,043
Unassigned funds................................ 247,969 143,257
----------- -----------
Total capital and surplus..................... 476,512 371,800
----------- -----------
Total liabilities, capital and surplus............ $35,015,440 $25,266,781
----------- -----------
----------- -----------
</TABLE>

The accompanying notes are an integral part of
these statutory basis financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY F-3
- --------------------------------------------------------------------------------

STATEMENTS OF OPERATIONS
(STATUTORY BASIS)
($000)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Revenues
Premiums and annuity considerations............. $ 469,343 $ 296,645 $ 250,244
Annuity and other fund deposits................. 2,051,251 1,981,246 1,897,347
Net investment income........................... 129,982 102,285 98,441
Commissions and expense allowances on
reinsurance ceded.............................. 444,241 396,921 370,637
Reserve adjustment on reinsurance ceded......... 3,185,590 3,672,076 3,864,395
Other revenues.................................. 458,190 288,632 161,906
----------- ----------- -----------
Total revenues................................ 6,738,597 6,737,805 6,642,970
----------- ----------- -----------
Benefits and expenses
Death and annuity benefits...................... 43,390 66,176 60,194
Disability and other benefit payments........... 6,114 7,316 6,555
Surrenders...................................... 739,663 454,417 270,165
Commissions and other expenses.................. 666,515 564,077 491,637
Increase (Decrease) in aggregate reserves for
future benefits................................ (26,043) 33,213 27,351
Increase in liability for premium and other
deposit funds.................................. 216,523 640,006 207,156
Net transfers to separate accounts.............. 4,956,007 4,914,980 5,492,964
----------- ----------- -----------
Total benefits and expenses................... 6,602,169 6,680,185 6,556,022
----------- ----------- -----------
Net gain from operations
Before federal income tax (benefit) expense..... 136,428 57,620 86,948
Federal income tax (benefit) expense............ 35,887 (14,878) 19,360
----------- ----------- -----------
Net gain from operations.......................... 100,541 72,498 67,588
Net realized capital gains, after tax........... 2,085 1,544 407
----------- ----------- -----------
Net income........................................ $ 102,626 $ 74,042 $ 67,995
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

The accompanying notes are an integral part of
these statutory basis financial statements.
<PAGE>
F-4 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
(STATUTORY BASIS)
($000)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Common stock,
Beginning and end of year....................... $ 2,500 $ 2,500 $ 2,500
----------- ----------- -----------
Gross paid-in and contributed surplus,
Beginning and end of year....................... $ 226,043 $ 226,043 $ 226,043
----------- ----------- -----------
Unassigned funds
Balance, beginning of year...................... $ 143,257 $ 74,570 $ 9,791
Net income...................................... 102,626 74,042 67,995
Change in net unrealized capital gains (losses)
on common stocks and other invested assets..... 1,688 2,186 (5,171)
Change in asset valuation reserve............... (8,112) (6,228) 568
Change in non-admitted assets................... (1,277) (1,313) 1,387
Credit on reinsurance ceded..................... 9,787 -- --
----------- ----------- -----------
Balance, end of year............................ $ 247,969 $ 143,257 $ 74,570
----------- ----------- -----------
Capital and surplus,
End of year..................................... $ 476,512 $ 371,800 $ 303,113
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

The accompanying notes are an integral part of
these statutory basis financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY F-5
- --------------------------------------------------------------------------------

STATEMENTS OF CASH FLOWS
(STATUTORY BASIS)
($000)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Operations
Premiums and annuity considerations............. $ 2,520,655 $ 2,277,874 $ 2,147,627
Investment income............................... 127,425 101,991 106,178
Other income.................................... 4,092,964 4,381,718 4,396,892
----------- ----------- -----------
Total income.................................. 6,741,044 6,761,583 6,650,697
----------- ----------- -----------
Benefits paid................................... 790,051 529,733 338,998
Federal income taxes (received) paid on
operations..................................... 25,780 (14,499) 28,857
Other expenses.................................. 5,859,063 5,754,725 6,254,139
----------- ----------- -----------
Total benefits and expenses................... 6,674,894 6,269,959 6,621,994
----------- ----------- -----------
Net cash from operations...................... 66,150 491,624 28,703
----------- ----------- -----------
Proceeds from investments
Bonds........................................... 633,926 614,413 871,019
Common stocks................................... 34,010 11,481 72,100
Mortgage loans.................................. 85,275 -- --
Other........................................... 127 152 10
----------- ----------- -----------
Net investment proceeds....................... 753,338 626,046 943,129
----------- ----------- -----------
Taxes paid on capital gains..................... -- -- 936
Other cash provided............................. 1,269 -- 41,998
----------- ----------- -----------
Total proceeds................................ 820,757 1,117,670 1,012,894
----------- ----------- -----------
Cost of investments acquired
Bonds........................................... 586,913 848,267 914,523
Common stocks................................... 7,012 28,302 82,495
Mortgage loans.................................. 59,702 85,103 --
Other........................................... 1,168 18,548 130
----------- ----------- -----------
Total investments acquired.................... 654,795 980,220 997,148
----------- ----------- -----------
Other cash applied
Other........................................... 5,439 4,848 12,220
----------- ----------- -----------
Total other cash applied...................... 5,439 4,848 12,220
----------- ----------- -----------
Total applications............................ 660,234 985,068 1,009,368
----------- ----------- -----------
Net change in cash and short-term investments..... 160,523 132,602 3,526
Cash and short-term investments, beginning of
year............................................. 309,432 176,830 173,304
----------- ----------- -----------
Cash and short-term investments, end of year...... $ 469,955 $ 309,432 $ 176,830
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

The accompanying notes are an integral part of
these statutory basis financial statements.
<PAGE>
F-6 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS
(STATUTORY BASIS)
DECEMBER 31, 1998
(AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION

Hartford Life and Annuity Insurance Company ("ILA" or "the Company"),
formerly known as ITT Hartford Life and Annuity Insurance Company, is a wholly
owned subsidiary of Hartford Life Insurance Company ("HLIC"), which is an
indirect subsidiary of Hartford Life, Inc. ("HLI"), which is majority owned by
The Hartford Financial Services Group, Inc. ("The Hartford"), formerly a wholly
owned subsidiary of ITT Corporation ("ITT"). On February 10, 1997, HLI filed a
registration statement, as amended, with the Securities and Exchange Commission
relating to the initial public offering of HLI Class A Common Stock (the
"Offering"). Pursuant to the Offering on May 22, 1997, HLI sold to the public 26
million shares, representing 18.6% of the equity ownership of HLI. On December
19, 1995, ITT Corporation distributed all the outstanding shares of The Hartford
to ITT shareholders of record in an action known herein as the "Distribution".
As a result of the Distribution, The Hartford became an independent, publicly
traded company. During 1996, ILA re-domesticated from the State of Wisconsin to
the State of Connecticut.

ILA offers a complete line of ordinary and universal life insurance,
individual annuities and certain supplemental accident and health benefit
coverages.

BASIS OF PRESENTATION

The accompanying ILA statutory basis financial statements were prepared in
conformity with statutory accounting practices prescribed or permitted by the
National Association of Insurance Commissioners ("NAIC"), the State of
Connecticut Department of Insurance and the State of Wisconsin for the 1996
period, as applicable. Certain prior year amounts and balances have been
reclassified to conform with current year presentation.

Current prescribed statutory accounting practices include accounting
publications of the National Association of Insurance Commissioners ("NAIC"), as
well as state laws, regulations and general administrative rules. Permitted
statutory accounting practices encompass accounting practices approved by State
Insurance Departments. The Company does not follow any permitted statutory
accounting practices that have a material effect on statutory surplus, statutory
net income or risk-based capital.

Final approval of the NAIC's proposed "Comprehensive Guide" on statutory
accounting principles was distributed in 1998. The requirements are effective
January 1, 2001, and are not expected to have a material impact on statutory
surplus of the Company.

The preparation of financial statements in conformity with statutory
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates. The most significant estimates
include those used in determining the liability for aggregate reserves for
future benefits and the liability for premium and other deposit funds. Although
some variability is inherent in these estimates, management believes the amounts
provided are adequate.

Statutory accounting practices and generally accepted accounting principles
("GAAP") differ in certain significant respects. These differences principally
involve:

(1) treatment of policy acquisition costs (commissions, underwriting and selling
expenses, premium taxes, etc.) which are charged to expense when incurred
for statutory purposes rather than on a pro-rata basis over the expected
life of the policy for GAAP purposes;

(2) recognition of premium revenues, which for statutory purposes are generally
recorded as collected or when due during the premium paying period of the
contract and which for GAAP purposes, for universal life policies and
investment products, generally, are only recorded for policy charges for the
cost of insurance, policy administration and surrender charges assessed to
policy account balances. Also, for GAAP purposes, premiums for traditional
life insurance policies are recognized as revenues when they are due from
policyholders and the retrospective deposit method is used in accounting for
universal life and other types of contracts where the payment pattern is
irregular or surrender charges are a significant source of profit. The
prospective deposit method is used for GAAP purposes where investment
margins are the primary source of profit;

(3) development of liabilities for future policy benefits, which for statutory
purposes predominantly use interest rate and mortality assumptions
prescribed by the NAIC which may vary considerably from interest and
mortality assumptions used for GAAP financial reporting;
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY F-7
- --------------------------------------------------------------------------------

(4) providing for income taxes based on current taxable income (tax return) only
for statutory purposes, rather than establishing additional assets or
liabilities for deferred Federal income taxes to recognize the tax effect
related to reporting revenues and expenses in different periods for
financial reporting and tax return purposes;

(5) excluding certain GAAP assets designated as non-admitted assets (e.g.,
negative Interest Maintenance Reserve, past due agents' balances and
furniture and equipment) from the balance sheet for statutory purposes by
directly charging surplus;

(6) establishing accruals for post-retirement and post-employment health care
benefits currently, or using a twenty year phase-in approach, whereas GAAP
liabilities are recorded upon adoption of the applicable standard;

(7) establishing a formula reserve for realized and unrealized losses due to
default and equity risk associated with certain invested assets (Asset
Valuation Reserve); as well as the deferral and amortization of realized
gains and losses, motivated by changes in interest rates during the period
the asset is held, into income over the remaining life to maturity of the
asset sold (Interest Maintenance Reserve); whereas on a GAAP basis, no such
formula reserve is required and realized gains and losses are recognized in
the period the asset is sold;
(8) the reporting of reserves and benefits net of reinsurance ceded, where risk
transfer has taken place, whereas on a GAAP basis, reserves are reported
gross of reinsurance with reserve credits presented as recoverable assets;
as well as, the accounting for retroactive reinsurance which is immediately
charged to surplus for statutory accounting purposes whereas GAAP precludes
immediate gain recognition unless the ceding enterprise's liability to its
policyholders is extinguished; as well as reinsurance ceded that fails to
meet GAAP risk transfer guidelines would result in deposit accounting for
GAAP where as for statutory, reserves ceded and assumed would be reflected
in the statutory basis statements of operations;

(9) the reporting of fixed maturities at amortized cost, whereas GAAP requires
that fixed maturities be classified as "held-to-maturity",
"available-for-sale" or "trading", based on the Company's intentions with
respect to the ultimate disposition of the security and its ability to
affect those intentions. The Company's bonds were classified on a GAAP basis
as "available-for-sale" and accordingly, those investments and common stocks
were reflected at fair value with the corresponding impact included as a
component of Stockholder's Equity designated as "Net unrealized capital
gains (losses) on securities net of tax". For statutory reporting purposes,
Change in Net Unrealized Capital Gains (Losses) on Common Stocks and Other
Invested Assets includes the change in unrealized gains (losses) on common
stock reported at fair value; and

(10) separate account liabilities are valued on the Commissioner's Annuity
Reserve Valuation Method ("CARVM"), with the surplus generated recorded as a
liability to the general account (and a contra liability on the balance
sheet of the general account), whereas GAAP liabilities are valued at
account value.

As of and for the years ended December 31, the significant differences
between Statutory and GAAP basis net income and capital and surplus for the
Company are as follows:

<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
GAAP Net Income.................... $ 74,525 $ 58,050 $ 41,202
Amortization and deferral of policy
acquisition costs, net............ (331,882) (345,657) (341,571)
Change in unearned revenue
reserve........................... 22,131 4,641 55,504
Deferred taxes..................... 2,476 47,092 2,090
Separate accounts.................. 259,287 282,818 306,978
Asset impairments and
write-downs....................... 17,250 -- --
Benefit reserve adjustment......... 32,759 24,666 (1,013)
Deposit accounting for Lyndon
reinsurance (Note 3).............. 24,627 -- --
Other, net......................... 1,453 2,432 4,805
------------ ------------ ------------
Statutory Net Income............... $ 102,626 $ 74,042 $ 67,995
------------ ------------ ------------
------------ ------------ ------------
GAAP Capital and Surplus........... $ 648,097 $ 570,469 $ 503,887
Deferred policy acquisition
costs............................. (1,615,653) (1,283,771) (938,114)
Unearned revenue reserve........... 156,920 134,789 130,148
Deferred taxes..................... 68,936 64,522 12,823
Separate accounts.................. 1,183,642 924,355 640,101
Asset impairments and
write-downs....................... 17,250 -- --
Unrealized gains on bonds.......... (26,119) (21,451) (7,978)
Benefit reserve adjustment......... 65,029 16,378 7,035
Asset valuation reserve............ (21,782) (13,670) (7,442)
Adjustment relating to Lyndon
contribution (Note 3)............. -- (23,671) (36,126)
Other, net......................... 192 3,850 (1,221)
------------ ------------ ------------
Statutory Capital and Surplus...... $ 476,512 $ 371,800 $ 303,113
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

As more fully described in Note 3, Lyndon Insurance Company (Lyndon) was
contributed to the Company on June 30, 1995. The GAAP net assets contributed
exceeded the statutory basis net assets by $41,277 as of December 31, 1995,
relating primarily to statutory reserves for future
<PAGE>
F-8 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

benefits, GAAP deposit accounting receivables and deferred tax liabilities. In
1998, the majority of the former Lyndon's assumed business was recaptured by the
unaffiliated direct writer.

AGGREGATE RESERVES FOR FUTURE BENEFITS AND LIABILITY FOR PREMIUM AND OTHER
DEPOSIT FUNDS

Aggregate reserves for payment of future life, health and annuity benefits
were computed in accordance with actuarial standards. Reserves for life
insurance policies are generally based on the 1958 and 1980 Commissioner's
Standard Ordinary Mortality Tables and various valuation rates ranging from 2.5%
to 6%. Accumulation and on-benefit annuity reserves are based principally on
individual annuity tables at various rates ranging from 2.5% to 8.75% and using
CARVM. Accident and health reserves are established using a two year preliminary
term method and morbidity tables based on Company experience.

ILA has established separate accounts to segregate the assets and
liabilities of certain annuity contracts that must be segregated from the
Company's general assets under the terms of the contracts. The assets consist
primarily of marketable securities reported at market value. Premiums, benefits
and expenses of these contracts are reported in the statutory basis statements
of operations.

INVESTMENTS

Investments in bonds are carried at amortized cost. Bonds that are deemed
ineligible to be held at amortized cost by the NAIC Securities Valuation Office
("SVO") are carried at the appropriate SVO published value. When a permanent
reduction in the value of publicly traded securities occurs, the decrease is
reported as a realized loss and the carrying value is adjusted accordingly.
Short-term investments consist of money market funds and are stated at cost,
which approximates fair value. Common stocks are carried at fair value with the
current year change in the difference from cost reflected in surplus. Other
invested assets are generally recorded at fair value.

The Company uses a variety of derivative financial instruments as part of an
overall risk management strategy. These instruments, including interest rate and
foreign currency swaps, caps, and floors are used as a means of hedging exposure
to price, foreign currency and/or interest rate risk on planned investment
purchases or existing assets and liabilities. The Company does not hold or issue
derivative financial instruments for trading purposes. Derivatives must be
designated at inception as a hedge measured for effectiveness both at inception
and on an ongoing basis. The Company's correlation threshold for hedge
designation is 80% to 120%. If correlation, which is assessed monthly and
measured based on a rolling three month average, falls outside the 80% to 120%
range, hedge accounting will be terminated.

Interest rate swaps involve the periodic exchange of payments without the
exchange of underlying principal or notional amounts. Net receipts or payments
are accrued and recognized over the life of the swap agreement as an adjustment
to net investment income. Should the swap be terminated the gains or losses are
adjusted into the basis of the asset or liability and amortized over the
remaining life. Should the hedged asset be sold or liability terminated without
terminating the swap position, any swap gains or losses are immediately
recognized in net investment income. Interest rate swaps purchased in
anticipation of an asset purchase ("anticipatory transaction") are recognized
consistent with the underlying asset components such that the settlement
component is recognized in the statutory basis statements of operations while
the change in market value is recognized as an unrealized gain or loss. Foreign
currency swaps are similar to interest rate swaps except there is an initial
exchange of principal in two currencies and an agreement to re-exchange the
currencies at a future date, at an agreed upon exchange rate.

Premiums paid on purchased floor or cap agreements and the premium received
on issued cap or floor agreements (used for risk management) are adjusted into
the basis of the applicable asset and amortized over the asset life. Gains or
losses on termination of such positions are adjusted into the basis of the asset
or liability and amortized over the remaining asset life. Net payments are
recognized as an adjustment to income or basis adjusted and amortized depending
on the specific hedge strategy.

Derivatives used to create a synthetic asset must meet synthetic accounting
criteria, including designation at inception and consistency of terms between
the synthetic and the instrument being replicated. Consistent with industry
practice, synthetic instruments are accounted for like the financial instrument
they are intended to replicate. Derivatives which fail to meet risk management
criteria subsequent to acquisition, are accounted for at fair market value with
the impact reflected in the statutory basis statements of operations.

Open forward commitment contracts are marked to market through surplus. Such
contracts are accounted for at settlement by recording the purchase of specified
securities at the previously committed price. Gains or losses resulting from
termination of the forward commitment contracts before the delivery of the
securities are recognized immediately in the statutory basis statements of
operations as a component of Net Realized Capital Gains, after tax.

The Asset Valuation Reserve ("AVR") is designed to provide a standardized
reserving process for realized and unrealized losses due to default and equity
risks associated with invested assets. The reserve increased $8,112 and $6,228
in 1998 and 1997, respectively and decreased $(568) in 1996. Additionally, the
Interest Maintenance Reserve ("IMR") captures net realized capital gains and
losses, net
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY F-9
- --------------------------------------------------------------------------------

of applicable income taxes, resulting from changes in interest rates and
amortizes these gains or losses into income over the life of the mortgage loan
or bond sold. The IMR balance as of December 31, 1998 and December 31, 1997 was
$452 and $(193), respectively and is reflected in Other Liabilities and as a
component of non-admitted assets in Unassigned Funds for each of the years then
ended. For the years ended December 31, 1998, 1997 and 1996, amortization of IMR
is included in Other Revenues and was $(207), $(85) and $(392), respectively.
Realized capital gains and losses, net of taxes not included in IMR are reported
in the statutory basis statements of operations. Realized investment gains and
losses are determined on a specific identification basis.

OTHER LIABILITIES

The amount reflected in other liabilities includes a receivable from the
separate accounts of $1,187 million and $923 million as of December 31, 1998 and
1997, respectively. The balances are classified in accordance with NAIC
prescribed practices.
MORTGAGE LOANS

Mortgage loans, which are carried at cost and approximate fair value,
include investments in assets backed by mortgage loan pools.
2. INVESTMENTS:

(A) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ---------
<S> <C> <C> <C>
Interest income from bonds and
short-term investments.......... $ 123,370 $ 100,475 $ 89,940
Interest income from policy
loans........................... 3,133 1,958 1,846
Interest and dividends from other
investments..................... 4,482 1,005 7,864
---------- ---------- ---------
Gross investment income.......... 130,985 103,438 99,650
Less: investment expenses........ 1,003 1,153 1,209
---------- ---------- ---------
Net investment income............ $ 129,982 $ 102,285 $ 98,441
---------- ---------- ---------
---------- ---------- ---------
</TABLE>

(B) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON COMMON STOCKS

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Gross unrealized capital gains.. $ 2,204 $ 537 $ 713
Gross unrealized capital
losses......................... (1,871) (1,820) (4,160)
--------- --------- ---------
Net unrealized capital
(losses)/gains................. 333 (1,283) (3,447)
Balance, beginning of year...... (1,283) (3,447) 1,724
--------- --------- ---------
Change in net unrealized capital
gains (losses) on Common
stocks......................... $ 1,616 $ 2,164 $ (5,171)
--------- --------- ---------
--------- --------- ---------
</TABLE>

<TABLE>
<CAPTION>
1998 1997 1996
---------- --------- ----------
<S> <C> <C> <C>
Gross unrealized capital
gains........................ $ 10,905 $ 23,357 $ 11,821
Gross unrealized capital
losses....................... (833) (1,906) (3,842)
---------- --------- ----------
Net unrealized capital
gains........................ 10,072 21,451 7,979
Balance, beginning of year.... 21,451 7,979 20,877
---------- --------- ----------
Change in net unrealized
capital gains on bonds and
short-term investments....... $ (11,379) $ 13,472 $ (12,898)
---------- --------- ----------
---------- --------- ----------
</TABLE>

(D) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Bonds and short-term investments.... $ 1,314 $ (120) $ 2,756
Common stocks....................... 1,624 -- --
Real estate and other............... (1) 114 --
--------- --------- ---------
Realized capital (losses) gains..... 2,937 (6) 2,756
Capital gains (benefit) tax......... -- (831) 936
--------- --------- ---------
Net realized capital gains.......... 2,937 825 1,820
Amounts transferred to IMR.......... 852 (719) 1,413
--------- --------- ---------
Net realized capital gains.......... $ 2,085 $ 1,544 $ 407
--------- --------- ---------
--------- --------- ---------
</TABLE>

(E) OFF-BALANCE SHEET INVESTMENTS

The Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1998.

(F) CONCENTRATION OF CREDIT RISK

The Company has invested in securities of a single issuer, Bankers Trust
Corporation, in an amount greater than 10% of the Company's statutory capital
and surplus. The statement value of this investment was $105,221 as of December
31, 1998. The NAIC ratings on these holdings were 1z and 2. Excluding this and
U.S. government and government agency investments, the Company had no other
significant concentrations of credit risk as of December 31, 1998.

<PAGE>
F-10 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

(G) BONDS, SHORT-TERM INVESTMENTS AND COMMON STOCKS

<TABLE>
<CAPTION>
1998
------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. government and government agencies and authorities:
-- Guaranteed and sponsored.................................... $ 4,982 $ 35 $ (2) $ 5,015
-- Guaranteed and sponsored -- asset-backed.................... 75,615 -- -- 75,615
States, municipalities and political subdivisions................ 10,402 415 -- 10,817
International governments........................................ 7,466 568 -- 8,034
Public utilities................................................. 94,475 1,330 (39) 95,766
All other corporate.............................................. 607,679 8,473 (792) 615,360
All other corporate -- asset-backed.............................. 505,900 -- -- 505,900
Short-term investments........................................... 343,783 -- -- 343,783
Certificates of deposit.......................................... 130,216 84 -- 130,300
Parents, subsidiaries and affiliates............................. 117,057 -- -- 117,057
---------- ---------- ---------- ----------
Total bonds and short-term investments........................... $1,897,575 $10,905 $(833) $1,907,647
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>

<TABLE>
<CAPTION>
GROSS GROSS
UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Common stock -- unaffiliated................................. $ 4,933 $ 290 $ (50) $ 5,173
Common stock -- affiliated................................... 35,384 1,914 (1,821) 35,477
--------- ---------- ---------- ----------
Total common stocks.......................................... $40,317 $2,204 $(1,871) $40,650
--------- ---------- ---------- ----------
--------- ---------- ---------- ----------
</TABLE>

<TABLE>
<CAPTION>
1997
------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. government and government agencies and authorities:
-- Guaranteed and sponsored.................................... $ 11,114 $ 55 $ (51) $ 11,118
-- Guaranteed and sponsored -- asset-backed.................... 55,506 1,056 (269) 56,293
States, municipalities and political subdivisions................ 26,404 329 -- 26,733
International governments........................................ 7,609 500 -- 8,109
Public utilities................................................. 73,024 754 (132) 73,646
All other corporate.............................................. 517,715 14,110 (704) 531,121
All other corporate -- asset-backed.............................. 630,069 5,005 (739) 634,335
Short-term investments........................................... 277,330 33 (8) 277,355
Certificates of deposit.......................................... 93,770 1,515 (3) 95,282
Parents, subsidiaries and affiliates............................. 86,100 -- -- 86,100
---------- ---------- ---------- ----------
Total bonds and short-term investments........................... $1,778,641 $23,357 $(1,906) $1,800,092
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>

<TABLE>
<CAPTION>
GROSS GROSS
UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Common stock -- unaffiliated................................. $30,307 $537 $ -- $30,844
Common stock -- affiliated................................... 35,384 -- (1,820) 33,564
--------- ----- ---------- ----------
Total common stocks.......................................... $65,691 $537 $(1,820) $64,408
--------- ----- ---------- ----------
--------- ----- ---------- ----------
</TABLE>

The amortized cost and estimated fair value of bonds and short-term
investments as of December 31, 1998 by estimated maturity year are shown below.
Asset-backed securities, including mortgage backed securities and
collaterialized mortgage obligations, are distributed to maturity year based on
ILA's estimates of the rate of future prepayments of principal over the
remaining lives of the securities. Expected maturities differ from contractual
maturities due to call or repayment provisions.

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
MATURITY COST FAIR VALUE
- ----------------------------------- ------------ ------------
<S> <C> <C>
One year or less................... $ 788,845 $ 792,826
Over one year through five years... 689,025 692,811
Over five years through ten
years............................. 308,661 310,357
Over ten years..................... 111,044 111,653
------------ ------------
Total.............................. $ 1,897,575 $ 1,907,647
------------ ------------
------------ ------------
</TABLE>

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY F-11
- --------------------------------------------------------------------------------

Proceeds from sales and maturities of investments in bonds and short-term
investments during 1998, 1997 and 1996 were $1,354,563, $1,435,820 and
$1,139,073, respectively, resulting in gross realized gains of $1,705, $964 and
$3,675, respectively, and gross realized losses of $391, $1,084 and $919,
respectively, before transfers to IMR.

(H) FAIR VALUE OF FINANCIAL INSTRUMENTS BALANCE SHEET ITEMS (IN MILLIONS):

<TABLE>
<CAPTION>
1998 1997
-------------------------- --------------------------
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Bonds and short-term
investments..................... $ 1,898 $ 1,908 $ 1,779 $ 1,800
Common stocks.................... 41 41 64 64
Policy loans..................... 47 47 37 37
Mortgage loans................... 60 60 85 85
Other invested assets............ 2 2 21 21
LIABILITIES
Liabilities on investment
contracts....................... $ 2,053 $ 2,129 $ 1,911 $ 1,835
</TABLE>

The estimated fair value of bonds and short-term investments was determined
by the Company primarily using NAIC market values. The carrying amounts for
policy loans approximates fair value. The fair value of mortgage loans was
determined by discounting future expected cash flows using interest rates
currently being offered for similar loans. The fair value of liabilities on
investment contracts is determined by forecasting future cash flows and
discounting the forecasted cash flows at current market interest rates.

3. AGGREGATE RESERVES FOR FUTURE BENEFITS

The Company's existing reserves consist of life, health, annuity and
supplementary contracts. The Company cedes and assumes insurance to and from
non-affiliated insurers in order to limit its maximum loss. Such transfers do
not relieve the Company or the unaffiliated reinsured of their primary
liabilities. The Company cedes to RGA Reinsurance Company and its affiliate
Employers Reassurance Corporation, on a modified coinsurance basis, 80% of the
variable annuity business written since 1994 and 100% of the variable life and
variable universal life excess sales load refund obligation effective 1998.
There were no material reinsurance recoverables from reinsurers outstanding as
of, and for the years ended, December 31, 1998 and 1997.

A summary of reinsurance information as of and for the years ended December
31, follows:
<TABLE>
<CAPTION>
1998 DIRECT ASSUMED CEDED NET
- ----------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Premium and Annuity
Considerations.................... $ 483,328 $ 24,954 $ (38,939) $ 469,343
Death, Annuity, Disability and
Other Benefits.................... $ 64,331 $ 1,574 $ (16,401) $ 49,504
Surrenders......................... $ 739,663 $ -- $ -- $ 739,663
Aggregate Reserves for Future
Benefits.......................... $ 713,425 $ -- $ (134,285) $ 579,140
Policy and Contract Claims......... $ 5,895 $ 85 $ (313) $ 5,667

1997 DIRECT ASSUMED CEDED NET
- ----------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Premium and Annuity
Considerations.................... $ 266,427 $ 51,630 $ (21,412) $ 296,645
Death, Annuity, Disability and
Other Benefits.................... $ 79,779 $ 839 $ (7,126) $ 73,492
Surrenders......................... $ 454,417 $ -- $ -- $ 454,417
Aggregate Reserves for Future
Benefits.......................... $ 651,820 $ -- $ (46,637) $ 605,183
Policy and Contract Claims......... $ 5,861 $ 157 $ (346) $ 5,672
<CAPTION>

1996 DIRECT ASSUMED CEDED NET
- ----------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Premium and Annuity
Considerations.................... $ 226,612 $ 33,817 $ (10,185) $ 250,244
Death, Annuity, Disability and
Other Benefits.................... $ 34,950 $ 35,138 $ (3,339) $ 66,749
Surrenders......................... $ 270,165 $ -- $ -- $ 270,165
</TABLE>

In connection with the distribution described in Note 1, on June 30, 1995,
the assets of Lyndon were contributed to the Company. The statutory basis assets
in excess of statutory basis liabilities was approximately $112 million and was
reflected as an increase in Gross Paid-In and Contributed Surplus at December
31, 1995. In 1998, the majority of former Lyndon's assumed business was
recaptured by the unaffiliated direct writer. A ceding commission of $25,622 and
change in reserve of $26,404 for the year ended December 31, 1998, is reflected
in Other Revenue and Increase/(Decrease) in Aggregate Reserves for Future
Benefits in the statutory basis statements of operations, respectively.
<PAGE>
F-12 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

Analysis of Annuity Actuarial Reserves and Deposit Liabilities by Withdrawal
Characteristics as of December 31, 1998 (including general and separate account
liabilities) are as follows:

<TABLE>
<CAPTION>
% OF
SUBJECT TO DISCRETIONARY WITHDRAWAL: AMOUNT TOTAL
- --------------------------------------- ------------- ---------
<S> <C> <C>
With market value adjustment........... $ 4,563 0.0%
At book value less current surrender
charge of 5% or more.................. 1,378,056 4.1%
At market value........................ 31,087,511 93.8%
------------- ---------
Total with adjustment or at market
value................................. 32,470,130 97.9%
At book value without adjustment
(minimal or no charge or
adjustment)........................... 665,159 2.0%
Not subject to discretionary
withdrawal............................ 19,739 0.1%
------------- ---------
Reinsurance ceded...................... 33,155,028
Total, net......................... $ 33,155,028
-------------
-------------
</TABLE>

4. RELATED PARTY TRANSACTIONS:

Transactions between the Company and its affiliates within The Hartford
relate principally to tax settlements, reinsurance, rental and service fees,
capital contributions and payments of dividends. The Company has also invested
in bonds of its affiliates, Hartford Financial Services Corporation and HL
Investment Advisors, Inc., and common stock of its subsidiary, ITT Hartford
Life, LTD.

5. FEDERAL INCOME TAXES:

The Company and The Hartford have entered into a tax sharing agreement under
which each member in the consolidated U.S. Federal income tax return will make
payments between them such that, with respect to any period, the amount of taxes
to be paid by the Company, subject to certain adjustments, generally will be
determined as though the Company were filing separate Federal, state and local
income tax returns.

As long as The Hartford continues to own at least 80% of the combined voting
power and 80% of the value of the outstanding capital stock of HLI, the Company
will be included for Federal income tax purposes in the consolidated group of
which The Hartford is the common parent. It is the intention of The Hartford and
its non-life subsidiaries to file a single consolidated Federal income tax
return. The life insurance companies will file a separate consolidated Federal
income tax return. Federal income taxes (received) paid by the Company for
operations and capital gains were $25,780, $(14,499) and $29,793 in 1998, 1997
and 1996, respectively. The effective tax rate was 26%, (26)% and 22% in 1998,
1997 and 1996, respectively.

The Company is currently under audit by the Internal Revenue Service (IRS)
for the three year tax period ending 1995. The audit is not yet complete. As of
December 31, 1998, the Company does not currently expect any material
adjustments to arise from this audit.

The following schedule provides a reconciliation of the tax provision at the
U.S. Federal Statutory rate to Federal income tax (benefit) expense (in
millions):

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Tax provision at U.S. Federal statutory
rate..................................... $ 48 $ 20 $ 30
Tax deferred acquisition costs............ 25 25 27
Statutory to tax reserve differences...... 8 1 --
Unrealized gain on separate accounts...... (41) (44) (21)
Investments and other..................... (4) (17) (17)
--------- --------- ---------
Federal income tax (benefit) expense...... $ 36 $ (15) $ 19
--------- --------- ---------
--------- --------- ---------
</TABLE>

6.CAPITAL AND SURPLUS AND SHAREHOLDER DIVIDEND RESTRICTIONS:

The maximum amount of dividends which can be paid, without prior approval,
by State of Connecticut insurance companies to shareholders is generally
restricted to the greater of 10% of surplus as of the preceding December 31st or
the net gain from operations for the previous year. Dividends are paid as
determined by the Board of Directors and are not cumulative. No dividends were
paid in 1998, 1997 and 1996. The amount available for dividend in 1999 is
$100,541.

7. PENSION PLANS AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS:

HLI's employees are included in The Hartford's non-contributory defined
benefit pension plans. These plans provide pension benefits that are based on
years of service and the employee's compensation during the last ten years of
employment. HLI's funding policy is to contribute annually an amount between the
minimum funding requirements set forth in the Employee Retirement Income
Security Act of 1974, as amended, and the maximum amount that can be deducted
for U.S. Federal income tax purposes. Generally, pension costs are funded
through the purchase of affiliated group pension contracts. The cost to HLI was
approximately $9,000 in 1998 and $7,000 in both 1997 and 1996.

HLI also provides, through The Hartford, certain health care and life
insurance benefits for eligible retired employees. A substantial portion of
HLI's employees may become eligible for these benefits upon retirement. HLI's
contribution for health care benefits will depend on the retiree's date of
retirement and years of service. In addition, the plan has a defined dollar cap
which limits average company contributions. HLI has prefunded a portion of the
health care and life insurance obligations through trust funds where such
prefunding can be accomplished on a tax effective basis. Postretirement health
care and life insurance
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY F-13
- --------------------------------------------------------------------------------

benefits expense, allocated by The Hartford, was immaterial to the results of
operations for 1998, 1997 and 1996.

The assumed rate in the per capita cost of health care (the health care
trend rate) was 7.8% for 1998, decreasing ratably to 5.0% in the year 2003.
Increasing the health care trend rates by one percent per year would have an
immaterial impact on the accumulated postretirement benefit obligation and the
annual expense. To the extent that the actual experience differs from the
inherent assumptions, the effect will be amortized over the average future
service of covered employees.

8. SEPARATE ACCOUNTS:

The Company maintains separate account assets and liabilities totaling $32.9
billion and $23.2 billion as of December 31, 1998 and 1997, respectively.
Separate account assets are reported at fair value and separate account
liabilities are determined in accordance with CARVM, which approximates the
market value less applicable surrender charges. Separate account assets are
segregated from other investments, the policyholder assumes the investment risk,
and the investment income and gains and losses accrue directly to the
policyholder. Separate account management fees, net of minimum guarantees, were
$360 million, $252 million and $144 million in 1998, 1997 and 1996,
respectively, and are recorded as a component of other revenues on the statutory
basis statements of operations.

9. COMMITMENTS AND CONTINGENCIES:

As of December 31, 1998, the Company had no material contingent liabilities,
nor had the Company committed any surplus funds for any contingent liabilities
or arrangements. The Company is involved in pending and threatened litigation in
the normal course of its business in which claims for monetary and punitive
damages have been asserted. Although there can be no assurances, at the present
time the Company does not anticipate that the ultimate liability arising from
such pending or threatened litigation, after consideration of provisions made
for potential losses and costs of defense, will have a material adverse effect
on the statutory capital and surplus of the Company.

As discussed in Note 5, issues may potentially be raised by the IRS in
future audits of open years. Management does not believe that possible audit
adjustments will have a material effect on the statutory capital and surplus of
the Company.

Under insurance guaranty fund laws in each state, insurers licensed to do
business can be assessed up to prescribed limits for policyholder losses
incurred by insolvent companies. The amount of any future assessments on ILA
under these laws cannot be reasonably estimated. Most of the laws do provide,
however, that an assessment may be excused or deferred if it would threaten an
insurer's own financial strength. Additionally, guaranty fund assessments are
used to reduce state premium taxes paid by the Company in certain states. ILA
paid guaranty fund assessments of $1,043, $1,544 and $1,262 in 1998, 1997 and
1996, respectively. ILA incurred guaranteed fund expense of $548 in 1998, 1997
and 1996.
<PAGE>

PART C

<PAGE>

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.

(d) Form of Flexible Premium Variable Life Insurance Policy.(2)

(e) Form of Application for Flexible Premium Variable Life Insurance
Policies.(2)

(f) Certificate of Incorporation of Hartford(3) and Bylaws of
Hartford.(1)

(g) Form of Reinsurance Contract.

(h) Form of Participation Agreement.

(i) Not Applicable.

(j) Not Applicable.

(k) Opinion and consent of Lynda Godkin, Senior Vice President,
General Counsel and Corporate Secretary.
_______________________
(1) Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-6, File No. 33-89988, of Hartford Life
and Annuity Insurance Company filed with the Securities and Exchange
Commission on May 1, 1996.

(2) Incorporated by reference to the Initial Filing of the Registration
Statement on Form S-6, File No. 333-67373, of Hartford Life and Annuity
Insurance Company filed with the Securities and Exchange Commission on
November 17, 1998.

(3) Incorporated by reference to Post-Effective Amendment No. 4 to the
Registration Statement on Form S-6, File No. 33-89988, of Hartford Life
and Annuity Insurance Company filed with the Securities and Exchange
Commission on July 20, 1998.

<PAGE>

(l) Opinion and Consent of Kenneth A. McCullum, FSA, MAAA.

(m) Not Applicable.

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

(o) No financial statement will be omitted.

(p) Not Applicable.

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

(r) Power of Attorney

(s) Organizational Chart

Item 28. Officers and Directors.

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

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

_____________________________
* Denotes Board of Directors of Hartford.

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

Filed herewith as Exhibit (s).

Item 30: Indemnification

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

<PAGE>

The Registrant may indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred
in the proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Registrant, and, with respect to any criminal proceeding, had no
reason to believe his conduct was unlawful. Conn. Gen. Stat.
Section 33-771(a). Additionally, pursuant to Conn. Gen. Stat.
Section 33-776, the Registrant may indemnify officers and
employees or agents for liability incurred and for any expenses to
which they 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
Equity Sales Company, Inc. ("HESCO") are covered under a directors and
officers liability insurance policy issued to The Hartford Financial
Services Group, Inc. and its subsidiaries. Such policy will reimburse
the Registrant for any payments that it shall make to directors and
officers pursuant to law and will, subject to certain exclusions
contained in the policy, further pay any other costs, charges and
expenses and settlements and judgments arising from any proceeding
involving any director or officer of the Registrant in his past or
present capacity as such, and for which he may be liable, except as
to any liabilities arising from acts that are deemed to
be uninsurable.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the

<PAGE>

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) HESCO acts as principal underwriter for the following investment
companies:

Hartford Life Insurance Company - Separate Account VL I
Hartford Life Insurance Company - Separate Account VL II
Hartford Life Insurance Company - ICMG Secular Trust
Separate Account
Hartford Life Insurance Company - ICMG Registered Variable
Life Separate Account A
Hartford Life and Annuity Insurance Company - Separate
Account VL I
Hartford Life and Annuity Insurance Company - Separate
Account VL II
Hartford Life and Annuity Insurance Company - ICMG Registered
Variable Life Separate Account One

(b) Directors and Officers of HESCO

Name and Principal Positions and Offices
Business Address With Underwriter
------------------ ----------------------
Lowndes A. Smith President and Chief Executive Officer,
Director
Thomas M. Marra Executive Vice President, Director
Peter W. Cummins Senior Vice President
Lynda Godkin Senior Vice President, General Counsel
and Corporate Secretary
Richard J. Garrett Vice President
Donald A. Salama Vice President
Donald E. Waggaman, Jr. Treasurer
George R. Jay Controller

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

<PAGE>

Item 32. Location of Accounts and Records

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

Item 33. Management Services

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

Item 34. Representation of Reasonableness of Fees

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

<PAGE>

SIGNATURES

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

HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY - SEPARATE ACCOUNT VL II
(Registrant)

*By: David T. Foy *By: /s/Thomas S. Clark
---------------------------------- ---------------------
David T. Foy, Senior Vice President Thomas S. Clark
and Treasurer Attorney-In-Fact

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(Depositor)

*By: David T. Foy
----------------------------------
David T. Foy, Senior Vice President
and Treasurer

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

Gregory A. Boyko, Senior Vice President,
Director*
Lynda Godkin, Senior Vice President
General Counsel and Corporate Secretary, *By: /s/Thomas S. Clark
Director* ---------------------
Thomas M. Marra, Executive Vic Thomas S. Clark
President, Director* Attorney-In-Fact
Lowndes A. Smith, President,
Chief Executive Officer, Director* Dated: April 12, 1999
David M. Znamierowski, Senior Vice President,
Director*

<PAGE>

EXHIBIT INDEX

1.1 Form of Reinsurance Contract.

1.2 Form of Participation Agreement.

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

1.4 Opinion and Consent of Kenneth A. McCullum, FSA, MAAA.

1.5 Consent of Arthur Andersen LLP, Independent Public Accountants.

1.6 Power of Attorney

1.7 Organizational Chart

<PAGE>

AUTOMATIC YEARLY RENEWABLE TERM

REINSURANCE AGREEMENT

between

HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY
and
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

and

[REINSURER]

Effective: [DATE]

<PAGE>

ARTICLES

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

SCHEDULES

A Specifications
B Basis of Reinsurance

EXHIBITS

I Reinsurance Premiums
II Retention, Binding, and Issue Limits

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

<PAGE>

ARTICLE I

PARTIES TO THE AGREEMENT

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

ARTICLE II

REINSURANCE COVERAGE

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

A. Requirements for Automatic Reinsurance

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

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

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

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

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

<PAGE>

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

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

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

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

B. Requirements for Facultative Reinsurance

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

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

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

<PAGE>

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

C. Basis of Reinsurance

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

D. Policy Forms.

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

ARTICLE III

LIABILITY

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

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

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

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

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

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

<PAGE>

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

<PAGE>

ARTICLE IV

REINSURANCE PREMIUMS

A. Computation.

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

B. Premium Accounting.

1. Payment of Reinsurance Premiums.

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

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

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

2. Non-Payment of Premium

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

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

3. Reinstatement

<PAGE>

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

4. Currency

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

5. Detailed Listing

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

6. Guaranteed Rates

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

ARTICLE V

OVERSIGHTS

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

<PAGE>

ARTICLE VI

CHANGES, REDUCTIONS AND TERMINATIONS

A. Replacement or Change

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

B. Increases or Decreases

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

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

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

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

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

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

<PAGE>

C. Reduction in Retained Coverage

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

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

D. Multiple Reinsurers

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

E. Termination

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

F. Facultative

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

ARTICLE VII

INCREASE IN RETENTION

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

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

<PAGE>

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

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

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

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

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

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

ARTICLE VIII

REINSTATEMENT

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

A. Automatic Cases:

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

B. Facultative Cases:

If the Ceding Company requires reinstatement evidence of insurability, the

<PAGE>

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

ARTICLE IX

EXPENSES

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

ARTICLE X

CLAIMS

A. Liability

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

B. Notification

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

C. Claim Payment

1. Automatic Reinsurance on a Risk

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

<PAGE>

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

2. Facultative Reinsurance on a Risk

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

3. Payment of Reinsurance Proceeds

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

D. Contested Claims

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

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

E. Misstatement of Age or Sex

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

<PAGE>

F. Routine Expenses

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

G. Non-Routine Expenses

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

H. Contestable Period

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

ARTICLE XI

EXTRA-CONTRACTUAL DAMAGES

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

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

ARTICLE XII

<PAGE>

INSPECTION OF RECORDS

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

ARTICLE XIII

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

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

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

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

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

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

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

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

<PAGE>

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

ARTICLE XIV

INSOLVENCY

A. Insolvency of Reinsurer

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

B. Insolvency of Ceding Company

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

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

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

<PAGE>

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

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

ARTICLE XV

OFFSET

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

ARTICLE XVI

ARBITRATION

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

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

<PAGE>

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

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

ARTICLE XVII

TERMINATION

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

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

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

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

ARTICLE XVIII

ENTIRE AGREEMENT AND AMENDMENT

A. Entire Contract

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

B. Modifications

<PAGE>

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

<PAGE>

ARTICLE XIX

EFFECTIVE DATE

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

<PAGE>

ARTICLE XX

EXECUTION

[REINSURER]

By _____________________________ Attest __________________________

Title _____________________________ Title __________________________

____________________________ __________________________

Date _____________________________ Date __________________________

HARTFORD LIFE INSURANCE COMPANY

HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

By _____________________________ Attest __________________________

Date _____________________________ Date __________________________

<PAGE>

SCHEDULE A

SPECIFICATIONS

TYPE OF BUSINESS

REINSURANCE POOL SHARE

PLANS OF INSURANCE

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

RIDERS
------

MINIMUM REINSURANCE CESSION

LEAD REINSURER

<PAGE>

SCHEDULE B

BASIS OF REINSURANCE

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

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

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

<PAGE>

PARTICIPATION AGREEMENT

Among

______________________________,

and

HARTFORD LIFE INSURANCE COMPANY

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I. Fund Shares 5

ARTICLE II. Representations and Warranties 7

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

ARTICLE IV. Sales Material and Information 11

ARTICLE V. Reserved 12

ARTICLE VI. Diversification 12

ARTICLE VII. Potential Conflicts 12

ARTICLE VIII. Indemnification 14

ARTICLE IX. Applicable Law 20

ARTICLE X. Termination 20

ARTICLE XI. Notices 23

ARTICLE XII. Foreign Tax Credits 23

ARTICLE XIII. Miscellaneous 23

SCHEDULE A Separate Accounts and Contracts 27

SCHEDULE B Participating Life Investment Trust 28
Portfolios

SCHEDULE C Proxy Voting Procedures 29

<PAGE>

PARTICIPATION AGREEMENT

Among

[FUND]

[UNDERWRITER]

[ADVISER]

and

HARTFORD LIFE INSURANCE COMPANY

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

4
<PAGE>

ARTICLE I. FUND SHARES

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

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

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

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

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

<PAGE>

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

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

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

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

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

<PAGE>

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

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

ARTICLE II. REPRESENTATIONS AND WARRANTIES

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

<PAGE>

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

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

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

(i) solicit voting instructions from Contract owners;

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

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

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

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

<PAGE>

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

ARTICLE IV. SALES MATERIAL AND INFORMATION

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

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

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

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

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

<PAGE>

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

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

ARTICLE V. [RESERVED]

ARTICLE VI. DIVERSIFICATION

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

ARTICLE VII. POTENTIAL CONFLICTS

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

<PAGE>

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

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

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

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

<PAGE>

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

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

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

ARTICLE VIII. INDEMNIFICATION

8.1. INDEMNIFICATION BY THE COMPANY

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

(i) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained
in the registration statement or

<PAGE>

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

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

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

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

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

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

<PAGE>

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

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

8.2. INDEMNIFICATION BY UNDERWRITER

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

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

<PAGE>

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

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

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

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

(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in
this Agreement or arise out of or result from any other
material breach of this Agreement by the Underwriter; as
limited by and in accordance with the provisions of Section
8.2(b) and 8.2(c) hereof.

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

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

<PAGE>

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

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

8.3. INDEMNIFICATION BY THE ADVISER

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

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

<PAGE>

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

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

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

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

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

<PAGE>

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

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

ARTICLE IX. APPLICABLE LAW

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

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

ARTICLE X. TERMINATION

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

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

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

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

<PAGE>

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

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

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

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

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

<PAGE>

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

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

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

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

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

<PAGE>

ARTICLE XI. NOTICES

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

If to the Fund:

____________________________
____________________________
____________________________

If to the Underwriter:

If to the Adviser:

If to the Company: With a copy to:

Hartford Life Insurance Co. Hartford Life Insurance Co.
200 Hopmeadow Street 200 Hopmeadow Street
Simsbury, Connecticut 06070 Simsbury, Connecticut 06070
Attn: Tom Marra Attn: Lynda Godkin, General Counsel

ARTICLE XII. FOREIGN TAX CREDITS

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

ARTICLE XIII. MISCELLANEOUS

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

<PAGE>

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

<PAGE>

FUND

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

Its

UNDERWRITER

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

Its

ADVISER

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

Its

<PAGE>

SCHEDULE A

SEPARATE ACCOUNTS AND CONTRACTS

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

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

<PAGE>

SCHEDULE B

PARTICIPATING LIFE INVESTMENT TRUST PORTFOLIOS

<PAGE>

SCHEDULE C

PROXY VOTING PROCEDURES

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

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

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

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

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

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

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

<PAGE>

5. During this time, the Fund will develop, produce, and the Fund
will pay for the Notice of Proxy and the Proxy Statement (one
document). Printed and folded notices and statements will be sent to
Company for insertion into envelopes (envelopes and return envelopes
are provided and paid for by the Company). Contents of envelope sent
to Customers by the Company will include:

a. Voting Instruction Card(s)
b. One proxy notice and statement (one document)
c. return envelope (postage pre-paid by Company) addressed to the
Company or its tabulation agent
d. "urge buck slip" - optional, but recommended. (This is a small,
single sheet of paper that requests Customers to vote as quickly
as possible and that their vote is important. One copy will be
supplied by the Fund.)
e. cover letter - optional, supplied by Company and reviewed and
approved in advance by the Fund.

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

14. A Certification of Mailing and Authorization to Vote Shares will
be required from the Company as well as an original copy of the final
vote. The Fund will provide a standard form for each Certification.

15. The Company will be required to box and archive the Cards
received from the Customers. In the event that any vote is challenged
or if otherwise necessary for legal, regulatory, or accounting
purposes, the Fund will be permitted reasonable access to such Cards.

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

<PAGE>

EXHIBIT 1.3

[LOGO]
HARTFORD LIFE

April 12, 1999
LYNDA GODKIN, SENIOR VICE PRESIDENT,
GENERAL COUNSEL & CORPORATE SECRETARY

LAW DEPARTMENT
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
POST-EFFECTIVE AMENDMENT NO. 1
FILE NO. 333-67373

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.

<PAGE>

Board of Directors
Hartford Life and Annuity Insurance Company
April 12, 1999
Page 2

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

Sincerely,

/s/ Lynda Godkin
Lynda Godkin

<PAGE>

EXHIBIT 1.4

[LOGO]
HARTFORD LIFE

KENNNETH A. MCCULLUM, FSA, MAAA
Assistant Vice President
Individual Life Product Development

April 12, 1999

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

Dear Sir:

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

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

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

Very truly yours,

/s/Kenneth A. McCullum

Kenneth A. McCullum, FSA, MAAA
Director Individual Life
Product Development

<PAGE>

EXHIBIT 1.5

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of
this Registration Statement File No. 333-67373 for Hartford Life and Annuity
Insurance Company Separate Account VL II on Form S-6.

/s/ Arthur Andersen LLP

Hartford, Connecticut
April 12, 1999

<PAGE>

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

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

Gregory A. Boyko
David T. Foy
Lynda Godkin
Thomas M. Marra
Lowndes A. Smith
David M. Znamierowski

do hereby jointly and severally authorize Lynda Godkin, Christine Repasy,
Marianne O'Doherty, Thomas S. Clark and Brian Lord to sign as their agent,
any Registration Statement, pre-effective amendment, post-effective amendment
and any application for exemptive relief of the Hartford Life and Annuity
Insurance Company under the Securities Act of 1933 and/or the Investment
Company Act of 1940, and do hereby ratify any such signatures heretofore made
by such persons.

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

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

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

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

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

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

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

<PAGE>

ORGANIZATIONAL CHART

<S> <C>

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

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

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

</TABLE>